EXHIBIT 10.1
STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.,
DEPOSITOR
CITIBANK, N.A.,
TRUSTEE
WELLS FARGO BANK, NATIONAL ASSOCIATION,
MASTER SERVICER AND SECURITIES ADMINISTRATOR
and
EMC MORTGAGE CORPORATION
SPONSOR AND COMPANY
________________________________________
POOLING AND SERVICING AGREEMENT
Dated as of January 1, 2007
________________________________________
STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.,
Bear Stearns ALT-A Trust, Mortgage Pass-Through Certificates
Series 2007-1
ARTICLE I
DEFINITIONS
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans to Trustee...................................................60
Section 2.02. Acceptance of Mortgage Loans by Trustee...................................................62
Section 2.03. Assignment of Interest in the Mortgage Loan Purchase Agreement............................65
Section 2.04. Substitution of Mortgage Loans............................................................66
Section 2.05. Issuance of Certificates..................................................................68
Section 2.06. Representations and Warranties Concerning the Depositor...................................68
Section 2.07. [Reserved]................................................................................69
Section 2.08. Purposes and Powers of the Trust..........................................................70
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 3.01. Master Servicer...........................................................................71
Section 3.02. REMIC-Related Covenants...................................................................72
Section 3.03. Monitoring of Servicers...................................................................72
Section 3.04. Fidelity Bond.............................................................................74
Section 3.05. Power to Act; Procedures..................................................................74
Section 3.06. Due-on-Sale Clauses; Assumption Agreements................................................75
Section 3.07. Release of Mortgage Files.................................................................75
Section 3.08. Documents, Records and Funds in Possession of Master Servicer To Be Held
for Trustee...............................................................................76
Section 3.09. Standard Hazard Insurance and Flood Insurance Policies....................................76
Section 3.10. Presentment of Claims and Collection of Proceeds..........................................77
Section 3.11. Maintenance of the Primary Mortgage Insurance Policies....................................77
Section 3.12. Trustee to Retain Possession of Certain Insurance Policies and Documents..................78
Section 3.13. Realization Upon Defaulted Mortgage Loans.................................................78
Section 3.14. Compensation for the Master Servicer......................................................78
Section 3.15. REO Property..............................................................................78
Section 3.16. Annual Statement as to Compliance.........................................................79
Section 3.17. Assessments of Compliance and Attestation Reports.........................................80
Section 3.18. Reports Filed with Securities and Exchange Commission.....................................82
Section 3.19. The Company...............................................................................92
Section 3.20. UCC.......................................................................................92
Section 3.21. Optional Purchase of Defaulted Mortgage Loans.............................................92
Section 3.22. Reserved..................................................................................92
Section 3.23. Intention of the Parties and Interpretation...............................................92
ARTICLE IV
ACCOUNTS
Section 4.01. Protected Accounts........................................................................93
Section 4.02. [Reserved]................................................................................95
Section 4.03. [Reserved]................................................................................95
Section 4.04. Distribution Account......................................................................95
Section 4.05. Permitted Withdrawals and Transfers from the Distribution Account.........................97
Section 4.06. Reserve Fund..............................................................................99
Section 4.07. Class XP Reserve Account.................................................................100
Section 4.08. Posted Collateral Account................................................................100
ARTICLE V
CERTIFICATES
Section 5.01. Certificates.............................................................................101
Section 5.02. Registration of Transfer and Exchange of Certificates....................................109
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates........................................113
Section 5.04. Persons Deemed Owners....................................................................113
Section 5.05. Transfer Restrictions on Residual Certificates...........................................113
Section 5.06. Restrictions on Transferability of Certificates..........................................115
Section 5.07. ERISA Restrictions.......................................................................115
Section 5.08. Rule 144A Information....................................................................116
ARTICLE VI
PAYMENTS TO CERTIFICATEHOLDERS
Section 6.01. Distributions on the Group I Certificates................................................118
Section 6.02. Distributions on the Group II Certificates...............................................121
Section 6.03. Allocation of Losses and Subsequent Recoveries on the Group I Certificates...............125
Section 6.04. Allocation of Losses and Subsequent Recoveries on the Group II
Certificates.............................................................................126
Section 6.05. Cross-Collateralization..................................................................128
Section 6.06. Payments.................................................................................129
Section 6.07. Statements to Certificateholders.........................................................129
Section 6.08. Monthly Advances.........................................................................132
Section 6.09. Compensating Interest Payments...........................................................132
Section 6.10. Distributions on REMIC Regular Interests.................................................133
ARTICLE VII
THE MASTER SERVICER
Section 7.01. Liabilities of the Master Servicer.......................................................134
Section 7.02. Merger or Consolidation of the Master Servicer...........................................134
Section 7.03. Indemnification of the Trustee, the Master Servicer and the Securities
Administrator............................................................................134
Section 7.04. Limitations on Liability of the Master Servicer and Others...............................134
Section 7.05. Master Servicer Not to Resign............................................................136
Section 7.06. Successor Master Servicer................................................................136
Section 7.07. Sale and Assignment of Master Servicing..................................................136
ARTICLE VIII
DEFAULT
Section 8.01. Events of Default........................................................................138
Section 8.02. Successor to Act; Appointment of Successor...............................................140
Section 8.03. Notification to Certificateholders.......................................................141
Section 8.04. Waiver of Defaults.......................................................................141
Section 8.05. List of Certificateholders...............................................................142
Section 8.06. Duties of Trustee and Securities Administrator...........................................142
Section 8.07. Certain Matters Affecting the Trustee and the Securities Administrator...................144
ARTICLE IX
CONCERNING THE TRUSTEE AND THE SECURITIES ADMINISTRATOR
Section 9.01. Trustee and Securities Administrator Not Liable for Certificates or
Mortgage Loans...........................................................................146
Section 9.02. Trustee and Securities Administrator May Own Certificates................................146
Section 9.03. Trustee’s and Securities Administrator’s Fees and Expenses...............................147
Section 9.04. Eligibility Requirements for Trustee and Securities Administrator........................147
Section 9.05. Insurance................................................................................147
Section 9.06. Resignation and Removal of the Trustee and Securities Administrator......................148
Section 9.07. Successor Trustee and Successor Securities Administrator.................................149
Section 9.08. Merger or Consolidation of Trustee or Securities Administrator...........................149
Section 9.09. Appointment of Co-Trustee or Separate Trustee............................................149
Section 9.10. Federal Information Returns and Reports to Certificateholders; REMIC
Administration...........................................................................151
ARTICLE X
TERMINATION
Section 10.01. Termination Upon Repurchase by EMC or its Designee or Liquidation of the
Mortgage Loans...........................................................................153
Section 10.02. Additional Termination Requirements......................................................156
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01. Intent of Parties........................................................................157
Section 11.02. Amendment................................................................................157
Section 11.03. Recordation of Agreement.................................................................158
Section 11.04. Limitation on Rights of Certificateholders...............................................158
Section 11.05. Acts of Certificateholders...............................................................159
Section 11.06. Governing Law............................................................................160
Section 11.07. Notices..................................................................................160
Section 11.08. Severability of Provisions...............................................................161
Section 11.09. Successors and Assigns...................................................................161
Section 11.10. Article and Section Headings.............................................................161
Section 11.11. Counterparts.............................................................................161
Section 11.12. Notice to Rating Agencies................................................................161
EXHIBITS
Exhibit A-1 - Form of Class I-A Certificates
Exhibit A-2 - Form of Class I-M Certificates
Exhibit A-3 - Form of Class I-B-1, Class I-B-2 and Class I-B-3 Certificates
Exhibit A-4 - Form of Class I-B-4 Certificates
Exhibit A-5-1 - Form of Class R Certificates
Exhibit A-5-2 - Form of Class R-X Certificates
Exhibit A-6 - Form of Class B-IO Certificates
Exhibit A-7 - Form of Class XP Certificates
Exhibit A-8 - Form of Class II-A Certificates
Exhibit A-9 - Form of Class II-X Certificates
Exhibit A-10 - Form of Class II-B-1, Class II-B-2 and Class II-B-3 Certificates
Exhibit A-11 - Form of Class II-B-4, Class II-B-5 and Class II-B-6 Certificates
Exhibit B - Mortgage Loan Schedule
Exhibit C - [Reserved]
Exhibit D-1 - Request for Release of Documents (Treasury Bank)
Exhibit D-2 - Request for Release of Documents (Wells Fargo)
Exhibit E - Form of Affidavit pursuant to Section 860E(e)(4)
Exhibit F-1 - Form of Investment Letter
Exhibit F-2 - Form of Rule 144A and Related Matters Certificate
Exhibit F-3 - Form of Transferor Representation Letter
Exhibit G-1 - Form of Treasury Bank Custodial Agreement
Exhibit G-2 - Form of Wells Fargo Custodial Agreement
Exhibit H-1 - Countrywide Servicing Agreement
Exhibit H-2 - EMC Servicing Agreement
Exhibit H-3 - Homebanc Servicing Agreement
Exhibit H-4 - HSBC Servicing Agreement
Exhibit H-5 - Mid America Servicing Agreement
Exhibit I - Assignment Agreements
Exhibit J - Form of Mortgage Loan Purchase Agreement
Exhibit K - [Reserved]
Exhibit L - Form of Securities Administrator Back-Up Certification
Exhibit M - Servicing Criteria to Be Addressed in Assessment of Compliance
Exhibit N - Form of Back-Up Certification
Exhibit O - Form of Trustee Limited Power of Attorney
Exhibit P - Form of Cap Contracts
Exhibit Q - Form 10-D, Form 8-K and Form 10-K Reporting Responsibility
Exhibit R - Additional Disclosure Information
POOLING AND SERVICING AGREEMENT
Pooling and Servicing Agreement dated as of January 1, 2007, among Structured Asset Mortgage
Investments II Inc., a Delaware corporation, as depositor (the “Depositor”), Citibank, N.A., a banking
association organized under the laws of the United States, not in its individual capacity but solely as
trustee (the “Trustee”), Wells Fargo Bank, National Association, as master servicer (in such capacity,
the “Master Servicer”) and as securities administrator (in such capacity, the “SecuritiesAdministrator”), and EMC Mortgage Corporation, as sponsor (in such capacity, the “Sponsor”) and as
company (in such capacity, the “Company”).
PRELIMINARY STATEMENT
On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the Sponsor.
On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust
Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership
interest in the Trust Fund.
The Securities Administrator on behalf of the Trustee shall make an election for the assets
constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the
REMIC I Regular Interests will be designated “regular interests” in such REMIC.
The Securities Administrator on behalf of the Trustee shall make an election for the assets
constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the
REMIC II Regular Interests will be designated “regular interests” in such REMIC.
The Securities Administrator on behalf of the Trustee shall make an election for the assets
constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day,
the REMIC III Regular Interests will be designated “regular interests” in such REMIC.
The Securities Administrator on behalf of the Trustee shall make an election for the assets
constituting REMIC IV to be treated for federal income tax purposes as a REMIC. On the Startup Day, the
REMIC IV Regular Interests will be designated “regular interests” in such REMIC.
The Securities Administrator on behalf of the Trustee shall make an election for the assets
constituting REMIC V to be treated for federal income tax purposes as a REMIC. On the Startup Day, the
REMIC V Regular Interest will be designated the “regular interest” in such REMIC.
The Class R Certificates will evidence ownership of the “residual interest” in each of REMIC I,
REMIC II, REMIC III and REMIC IV. The Class R-X Certificates will evidence ownership of the “residual
interest” in REMIC V.
The Group I Loans will have an Outstanding Principal Balance as of the Cut-off Date, after
deducting all Scheduled Principal due on or before the Cut-off Date, of $405,812,920.97. The Sub-Loan
Group II-1 Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after
deducting all Scheduled Principal due on or before the Cut-off Date, of $380,493,255.79. The Sub-Loan
Group II-2 Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after
deducting all Scheduled Principal due on or before the Cut-off Date, of $81,732,139.93.
In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer,
the Securities Administrator, the Sponsor, the Company and the Trustee agree as follows:
ARTICLE I
Definitions
Whenever used in this Agreement, the following words and phrases, unless otherwise expressly
provided or unless the context otherwise requires, shall have the meanings specified in this Article.
Accepted Master Servicing Practices: With respect to any Mortgage Loan, those customary
mortgage servicing practices of prudent mortgage servicing institutions that master service mortgage
loans of the same type and quality as such Mortgage Loan in the jurisdiction where the related Mortgaged
Property is located, to the extent applicable to the Trustee in its capacity as successor Master
Servicer or the Master Servicer (except in its capacity as successor to a Servicer).
Account: The Distribution Account, the Protected Account, the Reserve Fund, the Posted
Collateral Account or the Class XP Reserve Account, as the context may require.
Accrued Certificate Interest: For any Group II Certificate for any Distribution Date, the
interest accrued during the related Interest Accrual Period at the applicable Pass-Through Rate on the
Certificate Principal Balance or Notional Amount, as applicable, of such Group II Certificate
immediately prior to such Distribution Date, on the basis of a 360-day year consisting of twelve 30-day
months, less (i) in the case of a Group II Senior Certificate, such Certificate’s share of any Net
Interest Shortfall from the related Group II Mortgage Loans and, after the Group II Cross-Over Date, the
interest portion of any Realized Losses on the related Group II Mortgage Loans, in each case allocated
thereto in accordance with Section 6.04 and (ii) in the case of a Group II Subordinate Certificate, such
Certificate’s share of any Net Interest Shortfall from the related Group II Mortgage Loans and the
interest portion of any Realized Losses on the related Group II Mortgage Loans, in each case allocated
thereto in accordance with Section 6.04.
Additional Disclosure: As defined in Section 3.18(a)(v).
Additional Form 10-D Disclosure: As defined in Section 3.18(a)(i).
Additional Form 10-K Disclosure: As defined in Section 3.18(a)(iii).
Affiliate: As to any Person, any other Person controlling, controlled by or under common
control with such Person. “Control” means the power to direct the management and policies of a Person,
directly or indirectly, whether through ownership of voting securities, by contract or otherwise.
“Controlled” and “Controlling” have meanings correlative to the foregoing. The Trustee may conclusively
presume that a Person is not an Affiliate of another Person unless a Responsible Officer of the Trustee
has actual knowledge to the contrary.
Agreement: This Pooling and Servicing Agreement and all amendments hereof and supplements
hereto.
Allocable Share: With respect to any Class of Group II Subordinate Certificates (other than
the Class II-BX-1 Certificates) on any Distribution Date, an amount equal to the product of (i) the
Group II Subordinate Optimal Principal Amount and (ii) the fraction, the numerator of which is the
Certificate Principal Balance of such Class and the denominator of which is the aggregate Certificate
Principal Balance of all Classes of the Group II Subordinate Certificates (other than the Class II-BX-1
Certificates); provided, however, that no Class of Group II Subordinate Certificates (other than the
outstanding Class of Group II Subordinate Certificates with the lowest numerical designation) shall be
entitled on any Distribution Date to receive distributions pursuant to clauses (ii), (iii) and (v) of
the definition of Group II Subordinate Optimal Principal Amount, unless the related Class Prepayment
Distribution Trigger for such Distribution Date has been satisfied (any amount distributable pursuant to
clauses (ii), (iii) and (v) of the definition of Group II Subordinate Optimal Principal Amount, shall be
distributed among the related Classes entitled thereto, pro rata based on their respective Certificate
Principal Balances); provided, further, that if on a Distribution Date, the Certificate Principal
Balance of any Class of Group II Subordinate Certificates for which the related Class Prepayment
Distribution Trigger has been satisfied is reduced to zero, such Class’s remaining Allocable Share shall
be distributed to the remaining Classes of Group II Subordinate Certificates (other than the Class
II-BX-1 Certificates), sequentially beginning with the Class with the lowest numerical designation in
reduction of their respective Certificate Principal Balances.
Applicable Credit Rating: For any long-term deposit or security, a credit rating of AAA in the
case of S&P or Aaa in the case of Moody’s (or with respect to investments in money market funds, a
credit rating of “AAAm” or “AAAm-G” in the case of S&P and the highest rating given by Moody’s for money
market funds in the case of Moody’s). For any short-term deposit or security, or a rating of A-l+ in the
case of S&P or Prime-1 in the case of Moody’s.
Applicable State Law: For purposes of Section 9.10(e), the Applicable State Law shall be (a)
the law of the State of New York and (b) such other state law whose applicability shall have been
brought to the attention of the Securities Administrator and the Trustee by either (i) an Opinion of
Counsel reasonably acceptable to the Securities Administrator and the Trustee delivered to it by the
Master Servicer or the Depositor, or (ii) written notice from the appropriate taxing authority as to the
applicability of such state law.
Applied Realized Loss Amount: With respect to any Distribution Date and a Class of Group I
Offered Certificates and Class I-B-4 Certificates, the sum of the Realized Losses with respect to the
Group I Mortgage Loans, which are to be applied in reduction of the Certificate Principal Balance of
such Class of Group I Offered Certificates pursuant to this Agreement in an amount equal to the amount,
if any, by which, (i) the aggregate Certificate Principal Balance of all of the Group I Certificates
(after all distributions of principal on such Distribution Date) exceeds (ii) the aggregate Stated
Principal Balance of all of the Group I Mortgage Loans for such Distribution Date. The Applied Realized
Loss Amount shall be allocated first to the Class I-B-4 Certificates, the Class I-B-3 Certificates, the
Class I-B-2 Certificates, the Class I-B-1 Certificates, the Class I-M-2 Certificates and the Class I-M-1
Certificates, in that order (so long as their respective Certificate Principal Balances have not been
reduced to zero), and thereafter the Applied Realized Loss Amount with respect to the Group I Mortgage
Loans, shall be allocated first to the Class I-A-2 Certificates and then to the Class I-A-1
Certificates, until the Certificate Principal Balance of each such Class has been reduced to zero.
Appraised Value: For any Mortgaged Property related to a Mortgage Loan, the amount set forth
as the appraised value of such Mortgaged Property in an appraisal made for the mortgage originator in
connection with its origination of the related Mortgage Loan.
Assessment of Compliance: As defined in Section 3.17.
Assignment Agreements: The agreements attached hereto as Exhibit I, whereby the Servicing
Agreements (as defined therein), if applicable, were assigned to the Trustee for the benefit of the
Certificateholders.
Assumed Final Distribution Date: With respect to each class of Offered Certificates, the
Distribution Date occurring in January 2047, or if such day is not a Business Day, the next succeeding
Business Day.
Attestation Report: As defined in Section 3.17.
Attesting Party: As defined in Section 3.17.
Available Funds: With respect to any Distribution Date and each Sub-Loan Group in Loan Group
II, an amount equal to the aggregate of the following amounts with respect to the pool of Mortgage Loans
included in each Sub-Loan Group in Loan Group II: (a) all previously undistributed payments on account
of principal (including the principal portion of Scheduled Payments, Principal Prepayments and the
principal portion of Net Liquidation Proceeds) and all previously undistributed payments on account of
interest received after the Cut-off Date and on or prior to the related Determination Date, (b) any
Monthly Advances and Compensating Interest Payments by the Servicer or the Master Servicer with respect
to such Distribution Date, (c) any reimbursed amount in connection with losses on investments of
deposits in certain eligible investments in respect of the Group II Mortgage Loans, and (d) any amount
allocated from the Available Funds of another Sub-Loan Group in accordance with Section 6.02(a)(i)(G),
except:
(i) all payments that were due on or before the Cut-off Date;
(ii) all Principal Prepayments and Liquidation Proceeds received after the
applicable Prepayment Period;
(iii) all payments, other than Principal Prepayments, that represent early receipt
of Scheduled Payments due on a date or dates subsequent to the related Due Date;
(iv) amounts received on particular Mortgage Loans as late payments of principal or
interest and respecting which, and to the extent that, there are any unreimbursed Monthly Advances;
(v) amounts representing Monthly Advances determined to be Nonrecoverable Advances;
(vi) any investment earnings on amounts on deposit in the Distribution Account and
amounts permitted to be withdrawn from the Distribution Account pursuant to this Agreement;
(vii) amounts needed to pay the Servicing Fees or to reimburse any Servicer or the
Master Servicer for amounts due under the Servicing Agreement and the Agreement to the extent such
amounts have not been retained by, or paid previously to, such Servicer or the Master Servicer;
(viii) amounts applied to pay any fees with respect to any lender-paid primary
mortgage insurance policy; and
(ix) any expenses or other amounts reimbursable to the Servicers, the Trustee, the
Securities Administrator, the Master Servicer and any Custodian pursuant to Section 7.04(c) or Section
9.05.
Back-Up Certification: As defined in Section 3.18(a)(iii).
Bankruptcy Code: The United States Bankruptcy Code, as amended as codified in 11 U.S.C.
§§ 101-1330.
Bankruptcy Loss: With respect to any Mortgage Loan, any Deficient Valuation or Debt Service
Reduction related to such Mortgage Loan as reported by the Servicer to the Master Servicer.
Basis Risk Shortfall: With respect to any Distribution Date and the Class I-A, Class I-M and
Class I-B Certificates for which the Pass-Through Rate is based upon the Net Rate Cap, the excess, if
any, of (a) the amount of Current Interest that such Class would have been entitled to receive on such
Distribution Date had the applicable Pass-Though Rate been calculated at a per annum rate equal to the
lesser of (i) One-Month LIBOR plus the related Margin and (ii) 11.50% over (b) the amount of Current
Interest on such Class of Offered Certificates calculated using a Pass-Though Rate equal to the Net Rate
Cap for such Distribution Date.
Basis Risk Shortfall Carry Forward Amount: With respect to any Distribution Date and the Class
I-A, Class I-M and Class I-B Certificates, the sum of the Basis Risk Shortfall for such Distribution
Date and the Basis Risk Shortfall for all previous Distribution Dates not previously paid, together with
interest thereon at a rate equal to the lesser of (i) One-Month LIBOR plus the related Margin and
(ii) 11.50% per annum, for such Distribution Date.
Book-Entry Certificates: Initially, the Senior Certificates and Offered Subordinate
Certificates.
Business Day: Any day other than (i) a Saturday or a Sunday, or (ii) a day on which the New
York Stock Exchange or Federal Reserve is closed or on which banking institutions in any jurisdiction in
which the Trustee, the Master Servicer, Custodian, any Servicer or the Securities Administrator are
authorized or obligated by law or executive order to be closed.
Cap Contract: With respect to any of the Class I-A-1, Class I-A-2, Class I-M-1, Class I-M-2,
Class I-B-1, Class I-B-2, Class I-B-3 or Class I-B-4 Certificates, the respective cap contracts, dated
as of January 31, 2007, between the Trustee, on behalf of the Trust for the benefit of the Class I-A-1,
Class I-A-2, Class I-M-1, Class I-M-2, Class I-B-1, Class I-B-2, Class I-B-3 or Class I-B-4
Certificateholders, as the case may be, and the Counterparty, together with any scheduling,
confirmations or other agreements related thereto, attached hereto as Exhibit P.
Cap Contract Payment Amount: With respect to any Distribution Date and a Cap Contract, the
amounts received from such Cap Contract, if any, on such Distribution Date.
Certificate: Any mortgage pass-through certificate evidencing a beneficial ownership interest
in the Trust Fund signed and countersigned by the Securities Administrator in substantially the forms
annexed hereto as Exhibits A-1, A-2, A-3, A-4, A-5-1, A-5-2, A-6, A-7, A-8, A-9, A-10 and A-11 with the
blanks therein appropriately completed.
Certificate Group: With respect to the Group II Certificates and (i) Sub-Loan Group II-1, the
Class II-1A-1, Class II-1A-2 and Class II-1X-1 Certificates and (ii) Sub-Loan Group II-2, the Class
II-2A-1, Class II-2A-2 and Class II-2X-1 Certificates.
Certificate Owner: Any Person who is the beneficial owner of a Certificate registered in the
name of the Depository or its nominee.
Certificate Principal Balance: With respect to any Certificate (other than the Class II-X
Certificates or the Class XP, Class B-IO, Class R or Class R-X Certificates) as of any Distribution
Date, the initial principal amount of such Certificate plus, any Subsequent Recoveries added to the
Certificate Principal Balance of such Certificates pursuant to Section 6.03 or Section 6.04 hereof, and
reduced by (i) all amounts distributed on previous Distribution Dates on such Certificate with respect
to principal, (ii) solely in the case of the Group I Certificates, any Applied Realized Loss Amounts
allocated to such Class on previous Distribution Dates, (iii) solely in the case of the Group II
Certificates, the principal portion of all Realized Losses (other than Realized Losses resulting from
Debt Service Reductions) allocated prior to such Distribution Date to such Certificate, taking account
of the applicable Loss Allocation Limitation, and (iv) in the case of a Group II Subordinate
Certificate, such Certificate’s pro rata share, if any, of the applicable Subordinate Certificate
Writedown Amount for previous Distribution Dates. With respect to any Class of Certificates, the
Certificate Principal Balance thereof will equal the sum of the Certificate Principal Balances of all
Certificates in such Class. The initial Certificate Principal Balance (if any) for each Class of
Certificates is set forth in Section 5.01(c)(iv).
Certificate Register: The register maintained pursuant to Section 5.02.
Certificateholder: A Holder of a Certificate.
Certification Parties: As defined in Section 3.18(a)(iii).
Certifying Person: As defined in Section 3.18(a)(iii).
Class: With respect to the Certificates, any of Class I-A-1, Class I-A-2, Class I-M-1, Class
I-M-2, Class I-B-1, Class I-B-2, Class I-B-3, Class I-B-4, Class II-1A-1, Class II-1A-2, Class II-1X-1,
Class II-2A-1, Class II-2A-2, Class II-2X-1, Class II-B-1, Class II-BX-1, Class II-B-2, Class II-B-3,
Class II-B-4, Class II-B-5, Class II-B-6, Class R, Class R-X, Class B-IO and Class XP Certificates.
Class A Certificates: The Class I-A Certificates and Class II-A Certificates.
Class B Certificates: The Class I-B Certificates and Class II-B Certificates.
Class B-IO Advances: As defined in Section 6.01(b).
Class B-IO Distribution Amount: With respect to any Distribution Date, the Current Interest for
the Class B-IO Certificates for such Distribution Date (which shall be deemed distributable with respect
to the REMIC IV Regular Interest B-IO-I); provided, however, that on and after the Distribution Date on
which the aggregate Certificate Principal Balance of the Group I Certificates has been reduced to zero,
the Class B-IO Distribution Amount shall include the Overcollateralization Amount (which shall be deemed
distributable, first, with respect to the REMIC IV Regular Interest B-IO-I in respect of accrued and
unpaid interest thereon until such accrued and unpaid interest shall have been reduced to zero and,
thereafter, with respect to the REMIC IV Regular Interest B-IO-P in respect of the principal balance
thereof).
Class B-IO Pass-Through Rate: With respect to the Class B-IO Certificates and any Distribution
Date or REMIC IV Regular Interest B-IO-I, a per annum rate equal to the percentage equivalent of a
fraction, the numerator of which is the sum of the amounts calculated pursuant to clauses (1) through
(3) below, and the denominator of which is the aggregate principal balance of the REMIC III Regular
Interests. For purposes of calculating the Pass-Through Rate for the Class B-IO-I Certificates, the
numerator is equal to the sum of the following components:
1. the Uncertificated Pass-Through Rate for REMIC III Regular Interest LT1 minus the related
Marker Rate, applied to a notional amount equal to the Uncertificated Principal Balance of
REMIC III Regular Interest LT1;
2. the Uncertificated Pass-Through Rate for REMIC III Regular Interest LT2 minus the related
Marker Rate, applied to a notional amount equal to the Uncertificated Principal Balance of
REMIC III Regular Interest LT2; and
3. the Uncertificated Pass-Through Rate for REMIC III Regular Interest LT4 minus twice the related
Marker Rate, applied to a notional amount equal to the Uncertificated Principal Balance of
REMIC III Regular Interest LT4.
Class I-A Certificates: The Class I-A-1 Certificates and the Class I-A-2 Certificates.
Class I-A Principal Distribution Amount: For any Distribution Date, an amount equal to the
excess, if any, of (i) the Certificate Principal Balance of the Class I-A Certificates immediately prior
to such Distribution Date over (ii) the excess of (a) the aggregate Stated Principal Balance of the
Group I Mortgage Loans for such Distribution Date over (b) the product of (1) the aggregate Stated
Principal Balance of the Group I Mortgage Loans for such Distribution Date and (2) the sum of (x) 16.00%
and (y) the Current Specified Overcollateralization Percentage for such Distribution Date.
Class I-B Certificates: The Class I-B-1, the Class I-B-2, the Class I-B-3 and the Class I-B-4
Certificates.
Class I-B-1 Principal Distribution Amount: For any Distribution Date, an amount equal to the
excess, if any, of (i) the Certificate Principal Balance of the Class I-B-1 Certificates immediately
prior to such Distribution Date over (ii) the excess of (a) the aggregate Stated Principal Balance of
the Group I Mortgage Loans for such Distribution Date over (b) the sum of (1) the Certificate Principal
Balance of the Class I-A Certificates (after taking into account the payment of the Class I-A Principal
Distribution Amount on such Distribution Date), (2) the Certificate Principal Balance of the Class I-M-1
Certificates (after taking into account the payment of the Class I-M-1 Principal Distribution Amount on
such Distribution Date), (3) the Certificate Principal Balance of the Class I-M-2 Certificates (after
taking into account the payment of the Class I-M-2 Principal Distribution Amount on such Distribution
Date) and (4) the product of (x) the aggregate Stated Principal Balance of the Group I Mortgage Loans
for such Distribution Date and (y) the sum of 3.00% and the Current Specified Overcollateralization
Percentage for such Distribution Date.
Class I-B-2 Principal Distribution Amount: For any Distribution Date, an amount equal to the
excess, if any, of (i) the Certificate Principal Balance of the Class I-B-2 Certificates immediately
prior to such Distribution Date over (ii) the excess of (a) the aggregate Stated Principal Balance of
the Group I Mortgage Loans for such Distribution Date over (b) the sum of (1) the Certificate Principal
Balance of the Class I-A Certificates (after taking into account the payment of the Class I-A Principal
Distribution Amount on such Distribution Date), (2) the Certificate Principal Balance of the Class I-M-1
Certificates (after taking into account the payment of the Class I-M-1 Principal Distribution Amount on
such Distribution Date), (3) the Certificate Principal Balance of the Class I-M-2 Certificates (after
taking into account the payment of the Class I-M-2 Principal Distribution Amount on such Distribution
Date), (4) the Certificate Principal Balance of the Class I-B-1 Certificates (after taking into account
the payment of the Class I-B-1 Principal Distribution Amount on such Distribution Date), and (5) the
product of (x) the aggregate Stated Principal Balance of the Group I Mortgage Loans for such
Distribution Date and (y) the sum of 2.20% and the Current Specified Overcollateralization Percentage
for such Distribution Date.
Class I-B-3 Principal Distribution Amount: For any Distribution Date, an amount equal to the
excess, if any, of (i) the Certificate Principal Balance of the Class I-B-3 Certificates immediately
prior to such Distribution Date over (ii) the excess of (a) the aggregate Stated Principal Balance of
the Group I Mortgage Loans for such Distribution Date over (b) the sum of (1) the Certificate Principal
Balance of the Class I-A Certificates (after taking into account the payment of the Class I-A Principal
Distribution Amount on such Distribution Date), (2) the Certificate Principal Balance of the Class I-M-1
Certificates (after taking into account the payment of the Class I-M-1 Principal Distribution Amount on
such Distribution Date), (3) the Certificate Principal Balance of the Class I-M-2 Certificates (after
taking into account the payment of the Class I-M-2 Principal Distribution Amount on such Distribution
Date), (4) the Certificate Principal Balance of the Class I-B-1 Certificates (after taking into account
the payment of the Class I-B-1 Principal Distribution Amount on such Distribution Date), (5) the
Certificate Principal Balance of the Class I-B-2 Certificates (after taking into account the payment of
the Class I-B-2 Principal Distribution Amount on such Distribution Date), and (6) the product of (x) the
aggregate Stated Principal Balance of the Group I Mortgage Loans for such Distribution Date and (y) the
sum of 1.20% and the Current Specified Overcollateralization Percentage for such Distribution Date.
Class I-B-4 Principal Distribution Amount: For any Distribution Date, an amount equal to the
excess, if any, of (i) the Certificate Principal Balance of the Class I-B-4 Certificates immediately
prior to such Distribution Date over (ii) the excess of (a) the aggregate Stated Principal Balance of
the Group I Mortgage Loans for such Distribution Date over (b) the sum of (1) the Certificate Principal
Balance of the Class I-A Certificates (after taking into account the payment of the Class I-A Principal
Distribution Amount on such Distribution Date), (2) the Certificate Principal Balance of the Class I-M-1
Certificates (after taking into account the payment of the Class I-M-1 Principal Distribution Amount on
such Distribution Date), (3) the Certificate Principal Balance of the Class I-M-2 Certificates (after
taking into account the payment of the Class I-M-2 Principal Distribution Amount on such Distribution
Date), (4) the Certificate Principal Balance of the Class I-B-1 Certificates (after taking into account
the payment of the Class I-B-1 Principal Distribution Amount on such Distribution Date), (5) the
Certificate Principal Balance of the Class I-B-2 Certificates (after taking into account the payment of
the Class I-B-2 Principal Distribution Amount on such Distribution Date), (6) the Certificate Principal
Balance of the Class I-B-3 Certificates (after taking into account the payment of the Class I-B-3
Principal Distribution Amount on such Distribution Date) and (7) the product of (x) the aggregate Stated
Principal Balance of the Group I Mortgage Loans for such Distribution Date and (y) the Current Specified
Overcollateralization Percentage for such Distribution Date.
Class I-M Certificates: The Class I-M-1 Certificates and the Class I-M-2 Certificates.
Class I-M-1 Principal Distribution Amount: For any Distribution Date, an amount equal to the
excess, if any, of (i) the Certificate Principal Balance of the Class I-M-1 Certificates immediately
prior to such Distribution Date over (ii) the excess of (a) the aggregate Stated Principal Balance of
the Group I Mortgage Loans for such Distribution Date over (b) the sum of (1) the Certificate Principal
Balance of the Class I-A Certificates (after taking into account the payment of the Class I-A Principal
Distribution Amount on such Distribution Date) and (2) the product of (x) the aggregate Stated Principal
Balance of the Group I Mortgage Loans for such Distribution Date and (y) the sum of (I) 9.60% and
(II) the Current Specified Overcollateralization Percentage for such Distribution Date.
Class I-M-2 Principal Distribution Amount: For any Distribution Date, an amount equal to the
excess, if any, of (i) the Certificate Principal Balance of the Class I-M-2 Certificates immediately
prior to such Distribution Date over (ii) the excess of (a) the aggregate Stated Principal Balance of
the Group I Mortgage Loans for such Distribution Date over (b) the sum of (1) the Certificate Principal
Balance of the Class I-A Certificates (after taking into account the payment of the Class I-A Principal
Distribution Amount on such Distribution Date), (2) the Certificate Principal Balance of the Class I-M-1
Certificates (after taking into account the payment of the Class I-M-1 Principal Distribution Amount on
such Distribution Date) and (3) the product of (x) the aggregate Stated Principal Balance of the Group I
Mortgage Loans for such Distribution Date and (y) the sum of (I) 5.30% and (II) the Current Specified
Overcollateralization Percentage for such Distribution Date.
Class II-1A Certificates: The Class II-1A-1 Certificates and Class II-1A-2 Certificates.
Class II-2A Certificates: The Class II-2A-1 Certificates and Class II-2A-2 Certificates.
Class II-A Certificates: The Class II-1A Certificates and Class II-2A Certificates.
Class II-B Certificates: The Class II-B-1, Class II-BX-1, Class II-B-2, Class II-B-3, Class
II-B-4, Class II-B-5 and Class II-B-6 Certificates.
Class II-X Certificates: The Class II-1X-1, Class II-2X-1 and Class II-BX-1 Certificates.
Class Prepayment Distribution Trigger: For a Class of Group II Subordinate Certificates (other
than the Class II-BX-1 Certificates) for any Distribution Date, the Class Prepayment Distribution
Trigger 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 of Group II Subordinate
Certificates subordinate thereto, if any, and the denominator of which is the Stated Principal Balance
of all of the Group II Mortgage Loans as of the related Due Date, equals or exceeds such percentage
calculated as of the Closing Date.
Class R Certificate: Any of the Class R Certificates substantially in the form annexed hereto
as Exhibit A-5-1 and evidencing ownership of interests designated as “residual interests” in REMIC I,
REMIC II, REMIC III and REMIC IV for purposes of the REMIC Provisions. Component I of the Class R
Certificates is designated as the sole class of “residual interest” in REMIC I, Component II of the
Class R Certificates is designated as the sole class of “residual interest” in REMIC II, Component III
of the Class R Certificates is designated as the sole class of “residual interest” in REMIC III and
Component IV of the Class R Certificates is designated as the sole class of “residual interest” in REMIC
IV.
Class R-X Certificates: Any of the Class R-X Certificates substantially in the form annexed
hereto as Exhibit A-5-2 and evidencing ownership of the “residual interest” in REMIC V for purposes of
the REMIC Provisions.
Class XP Certificates: Any of the Class XP Certificates substantially in the form attached
hereto as Exhibit A-7.
Class XP Reserve Account: The account established and maintained by the Securities
Administrator pursuant to Section 4.07 hereof.
Closing Date: January 31, 2007.
Commission: The U.S. Securities and Exchange Commission.
Compensating Interest Payment: As defined in Section 6.09.
Corporate Trust Office: The designated office of the Trustee or Securities Administrator, as
applicable, where at any particular time its respective corporate trust business with respect to this
Agreement shall be administered. The Corporate Trust Office of the Trustee at the date of the execution
of this Agreement is located at 388 Greenwich Street, 14th Floor, New York, New York10013, Attention:
Structured Finance Agency & Trust BSALTA 2007-1. The Corporate Trust Office of the Securities
Administrator at the date of the execution of this Agreement is located at 9062 Old Annapolis Road,
Columbia, Maryland21045, Attention: Corporate Trust Group, BSALTA 2007-1. For the purpose of
registration and transfer and exchange only, the Corporate Trust Office of the Securities Administrator
shall be located at Sixth Street and Marquette Avenue, Minneapolis, Minnesota55479, Attention:
Corporate Trust Group, BSALTA 2007-1.
Counterparty: Bear Stearns Financial Products Inc. and any successor thereto, or any successor
counterparty under the Cap Contracts.
Countrywide: Countrywide Home Loans Servicing LP, and its successor in interest.
Countrywide Servicing Agreement: The Seller’s Warranties and Servicing Agreement, dated
as of September 1, 2002, as further amended on January 1, 2003, September 1, 2004 and January 1, 2006,
between Countrywide and EMC, attached hereto as Exhibit H-1 and by the related Assignment Agreement.
Current Interest: As of any Distribution Date, with respect to each Class of Group I Offered
Certificates and the Class I-B-4 Certificates, (i) the interest accrued on the Certificate Principal
Balance or Notional Amount, as applicable, during the related Interest Accrual Period at the applicable
Pass-Through Rate plus any amount previously distributed with respect to interest for such Certificate
that has been recovered as a voidable preference by a trustee in bankruptcy minus (ii) the sum of (a)
any Prepayment Interest Shortfall for such Distribution Date, to the extent not covered by Compensating
Interest Payments and (b) any shortfalls resulting from the application of the Relief Act during the
related Due Period; provided, however, that for purposes of calculating Current Interest for any such
Class, amounts specified in clauses (ii)(a) and (ii)(b) hereof for any such Distribution Date shall be
allocated first to the Class B-IO Certificates and the Class R Certificates in reduction of amounts
otherwise distributable to such Certificates on such Distribution Date and then any excess shall be
allocated to each other Class of Certificates pro rata based on the respective amounts of interest
accrued pursuant to clause (i) hereof for each such Class on such Distribution Date.
Current Specified Enhancement Percentage: For any Distribution Date, a percentage obtained by
dividing (x) the sum of (i) the aggregate Certificate Principal Balance of the Group I Subordinate
Certificates and (ii) the Overcollateralization Amount, in each case prior to the distribution of the
Principal Distribution Amount on such Distribution Date, by (y) the aggregate Stated Principal Balance
of the Group I Mortgage Loans as of the end of the related Due Period (after reduction for Principal
Prepayments and Realized Losses on the Group I Mortgage Loans incurred during the related Prepayment
Period).
Current Specified Overcollateralization Percentage: For any Distribution Date, the percentage
equivalent of a fraction, the numerator of which is the Overcollateralization Target Amount, and the
denominator of which is the aggregate Stated Principal Balance of the Group I Mortgage Loans for such
Distribution Date.
Custodial Agreement: As applicable, (i) the custodial agreement, dated as of the Closing Date,
among the Trustee, Structured Asset Mortgage Investments II Inc., as company, Wells Fargo Bank, National
Association, as Master Servicer and Securities Administrator, and Wells Fargo Bank, National
Association, as Custodian, substantially in the form of Exhibit G-2 hereto or (ii) the custodial
agreement dated as of the Closing Date, among the Trustee, Structured Asset Mortgage Investments II
Inc., as company, Wells Fargo, National Association, as Master Servicer and Securities Administrator,
and Treasury Bank, A Division of Countrywide Bank, N.A., as Custodian, substantially in the form of
Exhibit G-1 hereto.
Custodian: As applicable, (i) Wells Fargo Bank, National Association, or any successor
custodian appointed pursuant to the provisions hereof and of the related Custodial Agreement, with
respect to the Mortgage Loans set forth on Schedule I to the related Custodial Agreement, or
(ii) Treasury Bank, a Division of Countrywide Bank, N.A., or any successor custodian appointed pursuant
to the provisions hereof and of the related Custodial Agreement, with respect to the Mortgage Loans set
forth on Schedule I to the related Custodial Agreement.
Cut-off Date: January 1, 2007.
Cut-off Date Balance: $868,038,316.69.
Debt Service Reduction: Any reduction of the Scheduled Payments which a Mortgagor is obligated
to pay with respect to a Mortgage Loan as a result of any proceeding under the Bankruptcy Code or any
other similar state law or other proceeding.
Deficient Valuation: With respect to any Mortgage Loan, a valuation of the Mortgaged Property
by a court of competent jurisdiction in an amount less than the then outstanding indebtedness under the
Mortgage Loan, which valuation results from a proceeding initiated under the Bankruptcy Code or any
other similar state law or other proceeding.
Delinquent: A Mortgage Loan is “Delinquent” if any payment due thereon is not made pursuant to
the terms of such Mortgage Loan by the close of business on the day such payment is scheduled to be due.
A Mortgage Loan is “30 days delinquent” if such payment has not been received by the close of business
on the last day of the month immediately succeeding the month in which such payment was due. For
example, a Mortgage Loan with a payment due on December 1 that remained unpaid as of the close of
business on January 31 would then be considered to be 30 to 59 days delinquent. Similarly for “60 days
delinquent,”“90 days delinquent” and so on.
Depositor: Structured Asset Mortgage Investments II Inc., a Delaware corporation, or its
successors in interest.
Depositor Information: As defined in Section 3.18(c).
Depository: The Depository Trust Company, the nominee of which is Cede & Co., or any successor
thereto.
Depository Agreement: The meaning specified in Section 5.01(a) hereof.
Depository Participant: A broker, dealer, bank or other financial institution or other Person
for whom from time to time the Depository effects book-entry transfers and pledges of securities
deposited with the Depository.
Designated Depository Institution: A depository institution (commercial bank, federal savings
bank, mutual savings bank or savings and loan association) or trust company (which may include the
Trustee), the deposits of which are fully insured by the FDIC to the extent provided by law.
Determination Date: With respect to each Mortgage Loan, the Determination Date as defined in
the Servicing Agreement.
Disqualified Organization: Any of the following: (i) the United States, any State or
political subdivision thereof, any possession of the United States, or any agency or instrumentality of
any of the foregoing (other than an instrumentality which is a corporation if all of its activities are
subject to tax and, except for the Freddie Mac or any successor thereto, a majority of its board of
directors is not selected by such governmental unit), (ii) any foreign government, any international
organization, or any agency or instrumentality of any of the foregoing, (iii) any organization (other
than certain farmers’ cooperatives described in Section 521 of the Code) which is exempt from the tax
imposed by Chapter 1 of the Code (including the tax imposed by Section 511 of the Code on unrelated
business taxable income), (iv) rural electric and telephone cooperatives described in
Section 1381(a)(2)(C) of the Code or (v) any other Person so designated by the Trustee based upon an
Opinion of Counsel that the holding of an ownership interest in a Residual Certificate by such Person
may cause any 2007-1 REMIC contained in the Trust or any Person having an ownership interest in the
Residual Certificate (other than such Person) to incur a liability for any federal tax imposed under the
Code that would not otherwise be imposed but for the transfer of an ownership interest in a Residual
Certificate to such Person. The terms “United States,”“State” and “international organization” shall
have the meanings set forth in Section 7701 of the Code or successor provisions.
Distribution Account: The trust account or accounts created and maintained by the Securities
Administrator pursuant to Section 4.04, which shall be denominated “Citibank, N.A., as Trustee f/b/o
holders of Structured Asset Mortgage Investments II Inc., Bear Stearns ALT-A Trust 2007-1, Mortgage
Pass-Through Certificates, Series 2007-1 - Distribution Account.” The Distribution Account shall be an
Eligible Account.
Distribution Account Deposit Date: The Business Day prior to each Distribution Date.
Distribution Date: The 25th day of any month, beginning in the month immediately following the
month of the Closing Date, or, if such 25th day is not a Business Day, the Business Day immediately
following.
Distribution Report: The Asset-Backed Issuer Distribution Report pursuant to Section 13 or
15(d) of the Exchange Act.
DTC Custodian: Wells Fargo Bank, National Association, or its successors in interest as
custodian for the Depository.
Due Date: With respect to each Mortgage Loan, the date in each month on which its Scheduled
Payment is due if such due date is the first day of a month and otherwise is deemed to be the first day
of the following month or such other date specified in the related Servicing Agreement.
Due Period: With respect to any Distribution Date and each Mortgage Loan, the period
commencing on the second day of the month preceding the calendar month in which the Distribution Date
occurs and ending at the close of business on the first day of the month in which the Distribution Date
occurs.
EDGAR: As defined in Section 3.18.
Eligible Account: Any of (i) a segregated account maintained with a federal or state chartered
depository institution (A) the short-term obligations of which are rated A-1 or better by Standard &
Poor’s and P-1 by Moody’s at the time of any deposit therein or (B) insured by the FDIC (to the limits
established by such Corporation), the uninsured deposits in which account are otherwise secured such
that, as evidenced by an Opinion of Counsel (obtained by the Person requesting that the account be held
pursuant to this clause (i)) delivered to the Securities Administrator prior to the establishment of
such account, the Certificateholders will have a claim with respect to the funds in such account and a
perfected first priority security interest against any collateral (which shall be limited to Permitted
Investments, each of which shall mature not later than the Business Day immediately preceding the
Distribution Date next following the date of investment in such collateral or the Distribution Date if
such Permitted Investment is an obligation of the institution that maintains the Distribution Account)
securing such funds that is superior to claims of any other depositors or general creditors of the
depository institution with which such account is maintained, (ii) a segregated trust account or
accounts maintained with a federal or state chartered depository institution or trust company with trust
powers acting in its fiduciary capacity or (iii) a segregated account or accounts of a depository
institution acceptable to the Rating Agencies (as evidenced in writing by the Rating Agencies that use
of any such account as the Distribution Account will not have an adverse effect on the then-current
ratings assigned to the Classes of Certificates then rated by the Rating Agencies). Eligible Accounts
may bear interest.
EMC: EMC Mortgage Corporation, and any successor thereto.
EMC Servicing Agreement: The Servicing Agreement, dated as of January 1, 2007, between
Structured Asset Mortgage Investments II Inc. and EMC as attached hereto as Exhibit H-2.
ERISA: The Employee Retirement Income Security Act of 1974, as amended.
Event of Default: As defined in Section 8.01.
Excess Cashflow: With respect to any Distribution Date, the sum of (i) Remaining Excess Spread
for such Distribution Date and (ii) Overcollateralization Release Amount for such Distribution Date;
provided, however, that the Excess Cashflow shall include Principal Funds on and after the Distribution
Date on which the aggregate Certificate Principal Balance of the Class I-A-1, Class I-A-2, Class I-M-1,
Class I-M-2, Class I-B-1, Class I-B-2, Class I-B-3 and Class I-B-4 Certificates has been reduced to zero
(other than Principal Funds otherwise distributed to the Holders of Class I-A-1, Class I-A-2, Class
I-M-1, Class I-M-2, Class I-B-1, Class I-B-2, Class I-B-3 and Class I-B-4 Certificates on such
Distribution Date).
Excess Liquidation Proceeds: To the extent that such amount is not required by law to be paid
to the related Mortgagor, the amount, if any, by which Liquidation Proceeds with respect to a Liquidated
Mortgage Loan exceed the sum of (i) the Outstanding Principal Balance of such Mortgage Loan and accrued
but unpaid interest at the related Mortgage Interest Rate through the last day of the month in which the
related Liquidation Date occurs, plus (ii) related Liquidation Expenses.
Excess Spread: With respect to any Distribution Date, the excess, if any, of (i) the Interest
Funds for such Distribution Date over (ii) the sum of the Current Interest on the Group I Offered
Certificates, the Class I-B-4 Certificates and Interest Carryforward Amounts on the Class I-A
Certificates, in each case on such Distribution Date.
Exchange Act: Securities Exchange Act of 1934, as amended.
Exchange Act Reports: Any reports required to be filed pursuant to Sections 3.17, 3.18 and
3.23 of this Agreement.
Extra Principal Distribution Amount: With respect to any Distribution Date, an amount derived
from Excess Spread equal to the lesser of (i) the excess, if any, of the Overcollateralization Target
Amount for such Distribution Date over the Overcollateralization Amount for such Distribution Date and
(ii) the Excess Spread for such Distribution Date.
Fannie Mae: Federal National Mortgage Association and any successor thereto.
FDIC: Federal Deposit Insurance Corporation and any successor thereto.
Final Certification: The certification substantially in the form of Exhibit Three to the
related Custodial Agreement.
Fiscal Quarter: December 1 through the last day of February, March 1 through May 31, June 1
through August 31, or September 1 through November 30, as applicable.
Form 8-K Disclosure Information: As defined in Section 3.18(a)(ii).
Fractional Undivided Interest: With respect to any Class of Certificates (other than the Class
XP Certificates), the fractional undivided interest evidenced by any Certificate of such Class the
numerator of which is the Certificate Principal Balance of such Certificate and the denominator of which
is the Certificate Principal Balance of such Class. With respect to the Class XP Certificates, the
percentage interest stated thereon. With respect to the Certificates in the aggregate, the fractional
undivided interest evidenced by (i) the Residual Certificates will be deemed to equal 1.00% (in the
aggregate), (ii) the Class B-IO Certificates will be deemed to equal 1.00% and (iii) a Certificate of
any other Class will be deemed to equal 98.00% multiplied by a fraction, the numerator of which is the
Certificate Principal Balance of such Certificate and the denominator of which is the aggregate
Certificate Principal Balance of all the Certificates other than the Class B-IO Certificates.
Freddie Mac: Freddie Mac, formerly the Federal Home Loan Mortgage Corporation, and any
successor thereto.
Global Certificate: Any Private Certificate registered in the name of the Depository or its
nominee, beneficial interests in which are reflected on the books of the Depository or on the books of a
Person maintaining an account with such Depository (directly or as an indirect participant in accordance
with the rules of such depository).
Gross Margin: As to each Mortgage Loan, the fixed percentage set forth in the related Mortgage
Note and indicated on the Mortgage Loan Schedule which percentage is added to the related Index on each
Interest Adjustment Date to determine (subject to rounding, the minimum and maximum Mortgage Interest
Rate and the Periodic Rate Cap) the Mortgage Interest Rate until the next Interest Adjustment Date.
Group I Certificates: The Group I Senior Certificates, the Group I Subordinate Certificates
and the Group I Non-Offered Subordinate Certificates.
Group I Mortgage Loans: The Mortgage Loans identified as such on the Mortgage Loan Schedule.
Group I Non-Offered Subordinate Certificates: The Class I-B-4, Class XP and Class B-IO
Certificates.
Group I Offered Certificates: The Group I Senior Certificates and the Group I Offered
Subordinate Certificates.
Group I Offered Subordinate Certificates: The Class I-M-1, Class I-M-2, Class I-B-1, Class
I-B-2 and Class I-B-3 Certificates.
Group I Senior Certificates: The Class I-A Certificates.
Group I Significance Estimate: With respect to any Distribution Date, and in accordance with
Item 1115 of Regulation AB, shall be an amount determined based on the reasonable good-faith estimate by
the Depositor of the aggregate maximum probable exposure of the outstanding Group I Certificates to the
related Cap Contract.
Group I Significance Percentage: With respect to any Distribution Date, and in accordance with
Item 1115 of Regulation AB, shall be an percentage equal to the Group I Significance Estimate divided by
the aggregate outstanding Certificate Principal Balance of the Group I Certificates, prior to the
distribution of the related Principal Distribution Amount on such Distribution Date.
Group I Subordinate Certificates: The Group I Offered Subordinate Certificates and the Group I
Non-Offered Subordinate Certificates.
Group I-A Certificates: The Class I-A-1 Certificates and Class I-A-2 Certificates.
Group II Certificates: The Group II Senior Certificates and the Group II Subordinate
Certificates.
Group II Cross-Over Date: The first Distribution Date on which the aggregate Certificate
Principal Balance of the Group II Subordinate Certificates has been reduced to zero.
Group II Mortgage Loans: The Mortgage Loans identified as such on the Mortgage Loan Schedule.
Group II Non-Offered Subordinate Certificates: The Class II-B-4, Class II-B-5 and Class II-B-6
Certificates.
Group II Offered Certificates: The Group II Senior Certificates and the Group II Offered
Subordinate Certificates.
Group II Offered Subordinate Certificates: The Class II-B-1, Class II-BX-1, Class II-B-2 and
Class II-B-3 Certificates.
Group II Senior Certificates: The Class II-1A-1, Class II-1A-2, Class II-1X-1, Class II-2A-1,
Class II-2A-2 and Class II-2X-1 Certificates.
Group II Senior Optimal Principal Amount: With respect to each Distribution Date and a
Sub-Loan Group, an amount equal to the sum, without duplication, of the following (but in no event
greater than the aggregate Certificate Principal Balances of the related Certificate Group in such
Sub-Loan Group immediately prior to such Distribution Date):
(i) the applicable Group II Senior Percentage of the principal portion of all
Scheduled Payments due on each Outstanding Mortgage Loans in the related Sub-Loan Group on the related
Due Date, as specified in the amortization schedule at the time applicable thereto (after adjustments
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 if the related
Distribution Date occurs prior to the Group II Cross-over Date);
(ii) the applicable Group II Senior Prepayment Percentage of the Stated Principal
Balance of each Mortgage Loan in the related Sub-Loan Group which was the subject of a Principal
Prepayment in full received by the Servicers during the applicable Prepayment Period;
(iii) the applicable Group II Senior Prepayment Percentage of amount of all
Principal Prepayments in part allocated to principal received by the Servicers during the applicable
Prepayment Period in respect to the Mortgage Loans in the related Sub-Loan Group;
(iv) the lesser of (a) the applicable Group II Senior Prepayment Percentage of the
sum of (A) all Net Liquidation Proceeds allocable to principal received in respect of each Mortgage Loan
in the related Sub-Loan Group that became a Liquidated Mortgage Loan during the related Prepayment
Period (other than Group II Mortgage Loans described in the immediately following clause (B)) and all
Subsequent Recoveries received in respect of each Liquidated Mortgage Loan in the related Sub-Loan Group
during the related Prepayment Period and (B) the Stated Principal Balance of each such Mortgage Loan in
the related Sub-Loan Group purchased by an insurer from the Trust during the related Prepayment Period
pursuant to the related Primary Mortgage Insurance Policy, if any, or otherwise and (b) the related
Group II Senior Percentage of the sum of (A) the Stated Principal Balance of each Mortgage Loan in the
related Sub-Loan Group which became a Liquidated Mortgage Loan during the related Prepayment Period
(other than the Group II Mortgage Loans described in the immediately following clause (B)) and all
Subsequent Recoveries received in respect of each Liquidated Mortgage Loan in the related Sub-Loan Group
during the related Due Period and (B) the Stated Principal Balance of each such Mortgage Loan that was
purchased by an insurer from the Trust during the related Prepayment Period pursuant to the related
Primary Mortgage Insurance Policy, if any or otherwise;
(v) any amount allocated to the Available Funds of the related Sub-Loan Group
pursuant to Section 6.02 (a)(i)(D); and
(vi) the applicable Group II Senior Prepayment Percentage of the sum of (a) the
Stated Principal Balance of each Mortgage Loan in the related Sub-Loan Group that was repurchased by the
Sponsor in connection with such Distribution Date and (b) the excess, if any, of the Stated Principal
Balance of a Mortgage Loan in the related Sub-Loan Group that has been replaced by the Sponsor with a
substitute Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement in connection with such
Distribution Date over the Stated Principal Balance of such substitute Mortgage Loan.
Group II Senior Percentage: With respect to each Certificate Group related to a Sub-Loan Group
and any Distribution Date, the lesser of (a) 100% and (b) the percentage obtained by dividing the
Certificate Principal Balance of the Group II Senior Certificates (other than the Senior Interest Only
Certificates) in the related Certificate Group immediately preceding such Distribution Date by the
aggregate Stated Principal Balance of the Group II Mortgage Loans in the related Sub-Loan Group as of
the beginning of the related Due Period.
Group II Senior Prepayment Percentage: With respect to a Certificate Group related to a
Sub-Loan Group and any Distribution Date occurring during the periods set forth below, as follows:
Period (dates inclusive) Group II Senior Prepayment Percentage
______________________________________________________________________________________________________________
February 2007 - January 2014 100%
February 2014 - January 2015 Group II Senior Percentage for the Group II Senior
Certificates plus 70% of the Group II Subordinate Percentage
for the related Sub-Loan Group.
February 2015 - January 2016 Group II Senior Percentage for the Group II Senior
Certificates plus 60% of the Group II Subordinate Percentage
for the related Sub-Loan Group.
February 2016 - January 2017 Group II Senior Percentage for the Group II Senior
Certificates plus 40% of the Group II Subordinate Percentage
for the related Sub-Loan Group.
February 2017 - January 2018 Group II Senior Percentage for the Group II Senior
Certificates plus 20% of the Group II Subordinate Percentage
for the related Sub-Loan Group.
February 2018 and thereafter Group II Senior Percentage for the Group II Senior
Certificates.
In addition, no reduction of the Group II Senior Prepayment Percentage for the related
Certificate Group shall occur on any Distribution Date unless, as of the last day of the month preceding
such Distribution Date, (A) the aggregate Stated Principal Balance of the Group II Mortgage Loans in all
Sub-Loan Groups Delinquent 60 days or more (including for this purpose any such Group II Mortgage Loans
in foreclosure and Group II Mortgage Loans with respect to which the related Mortgaged Property has been
acquired by the Trust), averaged over the last six months, as a percentage of the sum of the aggregate
Certificate Principal Balance of the Group II Subordinate Certificates does not exceed 50%; and (B)
cumulative Realized Losses on the Group II Mortgage Loans in all Sub-Loan Groups do not exceed (a) 30%
of the Original Group II Subordinate Principal Balance if such Distribution Date occurs between and
including February 2014 and January 2015, (b) 35% of the Original Group II Subordinate Principal Balance
if such Distribution Date occurs between and including February 2015 and January 2016, (c) 40% of the
Original Group II Subordinate Principal Balance if such Distribution Date occurs between and including
February 2016 and January 2017, (d) 45% of the Original Group II Subordinate Principal Balance if such
Distribution Date occurs between and including February 2017 and January 2018, and (e) 50% of the
Original Group II Subordinate Principal Balance if such Distribution Date occurs during or after
February 2018.
In addition, if on any Distribution Date the weighted average of the Group II Subordinate
Percentages for such Distribution Date is equal to or greater than two times the weighted average of the
initial Group II Subordinate Percentages, and (a) the aggregate Stated Principal Balance of the Group II
Mortgage Loans for all Sub-Loan Groups Delinquent 60 days or more (including for this purpose any such
Mortgage Loans in foreclosure and such Group II Mortgage Loans with respect to which the related
Mortgaged Property has been acquired by the Trust), averaged over the last six months, as a percentage
of the aggregate Certificate Principal Balance of the Group II Subordinate Certificates does not exceed
50% and (b)(i) on or prior to the Distribution Date in January 2010, cumulative Realized Losses on the
Group II Mortgage Loans for all Sub-Loan Groups as of the end of the related Prepayment Period do not
exceed 20% of the Original Group II Subordinate Principal Balance and (ii) after the Distribution Date
in January 2010 cumulative Realized Losses on the Group II Mortgage Loans for all Sub-Loan Groups as of
the end of the related Prepayment Period do not exceed 30% of the Original Group II Subordinate
Principal Balance, then, the Group II Senior Prepayment Percentage for such Distribution Date will equal
the Group II Senior Percentage for the related Certificate Group; provided, however, if on such
Distribution Date the Group II Subordinate Percentage is equal to or greater than two times the initial
Group II Subordinate Percentage on or prior to the Distribution Date occurring in January 2010 and the
above delinquency and loss tests are met, then the Group II Senior Prepayment Percentage for the related
Certificate Group for such Distribution Date will equal the Group II Senior Percentage plus 50% of the
Group II Subordinate Percentage.
Notwithstanding the foregoing, if on any Distribution Date the percentage, the numerator of
which is the aggregate Certificate Principal Balance of the Group II Senior Certificates in any Sub-Loan
Group immediately preceding such Distribution Date, and the denominator of which is the Stated Principal
Balance of the related Group II Mortgage Loans as of the beginning of the related Due Period, exceeds
such percentage as of the Cut-off Date, the Group II Senior Prepayment Percentage with respect to all of
the Group II Senior Certificates will equal 100%.
Group II Subordinate Certificates: The Group II Offered Subordinate Certificates and the Group
II Non-Offered Subordinate Certificates.
Group II Subordinate Optimal Principal Amount: With respect to any Distribution Date and any
Sub-Loan Group in Loan Group II, an amount equal to the sum, without duplication, of the following (but
in no event greater than the aggregate Certificate Principal Balance of the Group II Subordinate
Certificates immediately prior to such Distribution Date):
(i) the applicable Group II Subordinate Percentage of the principal portion of all
Scheduled Payments due on each outstanding Mortgage Loan in the related Sub-Loan Group 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 applicable Group II Subordinate Prepayment Percentage of the Stated Principal
Balance of each Group II Mortgage Loan in the related Sub-Loan Group that was the subject of a Principal
Prepayment in full received by the Servicers during the applicable Prepayment Period;
(iii) the applicable Group II Subordinate Prepayment Percentage of the amount of all Partial
Principal Prepayments of principal received in respect of the Group II Mortgage Loans in the related
Sub-Loan Group during the applicable Prepayment Period;
(iv) the excess, if any, of (a) the Net Liquidation Proceeds and Subsequent Recoveries
allocable to principal received during the related Prepayment Period in respect of each Group II
Mortgage Loan that became a Liquidated Mortgage Loan over (b) the sum of the amounts distributable to
the Senior Certificates in the related Sub-Loan Group pursuant to clause (iv) of the definition of Group
II Senior Optimal Principal Amount on such Distribution Date;
(v) the applicable Group II Subordinate Prepayment Percentage of the sum of (a) the Stated
Principal Balance of each Group II Mortgage Loan in the related Sub-Loan Group that was purchased by the
Sponsor in connection with such Distribution Date and (b) the difference, if any, between the Stated
Principal Balance of a Group II Mortgage Loan in the related Sub-Loan Group that has been replaced by
the Sponsor with a Substitute Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement in
connection with such Distribution Date over the Stated Principal Balance of such Substitute Mortgage
Loan; and
(vi) on the Distribution Date on which the aggregate Certificate Principal Balances of the
Senior Certificates in the related Sub-Loan Group have all been reduced to zero, 100% of the Group II
Senior Optimal Principal Amount for such Group II Senior Certificates. After the aggregate Certificate
Principal Balance of the Subordinate Certificates has been reduced to zero, the Group II Subordinate
Optimal Principal Amount shall be zero.
Group II Subordinate Percentage: With respect to each Sub-Loan Group included in Loan Group II
on any Distribution Date, 100% minus the Group II Senior Percentage for the related Certificate Group.
Group II Subordinate Prepayment Percentage: With respect to each Sub-Loan Group included in
Loan Group II on any Distribution Date, 100% minus the Senior Prepayment Percentage for the related
Certificate Group.
Holder: The Person in whose name a Certificate is registered in the Certificate Register,
except that, subject to Sections 11.02(b) and 11.05(e), solely for the purpose of giving any consent
pursuant to this Agreement, any Certificate registered in the name of the Depositor, the Master
Servicer, the Securities Administrator or the Trustee or any Affiliate thereof shall be deemed not to be
outstanding and the Fractional Undivided Interest evidenced thereby shall not be taken into account in
determining whether the requisite percentage of Fractional Undivided Interests necessary to effect any
such consent has been obtained.
Homebanc: HomeBanc Mortgage Corporation, and its successor in interest.
Homebanc Servicing Agreement: The Purchase, Warranties and Servicing Agreement, dated as of
January 1, 2004, as amended by the Amended and Restated Amendment No. 1, dated as of January 27, 2006,
between Homebanc and EMC, attached hereto as Exhibit H-3 and by the related Assignment Agreement.
HSBC: HSBC Mortgage Corporation (USA), and its successor in interest.
HSBC Servicing Agreement: The Amended and Restated Purchase, Warranties and Servicing
Agreement, dated as of September 1, 2005, as amended by Amendment Reg AB, dated as of November 7, 2005,
between HSBC and EMC, attached hereto as Exhibit H-4 and by the related Assignment Agreement.
Indemnified Persons: The Trustee, the Master Servicer, each Custodian and the Securities
Administrator and their officers, directors, agents and employees and, with respect to the Trustee, any
separate co-trustee and its officers, directors, agents and employees.
Index: The index, if any, specified in a Mortgage Note by reference to which the related
Mortgage Interest Rate will be adjusted from time to time.
Individual Certificate: Any Private Certificate registered in the name of the Holder other
than the Depository or its nominee.
Initial Certification: The certification substantially in the form of Exhibit One to the
related Custodial Agreement.
Institutional Accredited Investor: Any Person meeting the requirements of Rule 501(a)(l), (2),
(3) or (7) of Regulation D under the Securities Act or any entity all of the equity holders in which
come within such paragraphs.
Insurance Policy: With respect to any Mortgage Loan, any standard hazard insurance policy,
flood insurance policy or title insurance policy.
Insurance Proceeds: Amounts paid by the insurer under any Insurance Policy covering any
Mortgage Loan or Mortgaged Property other than amounts required to be paid over to the Mortgagor
pursuant to law or the related Mortgage Note or Security Instrument and other than amounts used to
repair or restore the Mortgaged Property or to reimburse insured expenses, including the related
Servicer’s costs and expenses incurred in connection with presenting claims under the related Insurance
Policies.
Interest Accrual Period: With respect to each Distribution Date, for each Class of Group II
Certificates, the calendar month preceding the month in which such Distribution Date occurs. The
Interest Accrual Period for the Group I Offered Certificates and the Class I-B-4 Certificates will be
the period from and including the preceding Distribution Date (or from and including the Closing Date,
in the case of the first Distribution Date) to and including the day prior to the current Distribution
Date.
Interest Adjustment Date: With respect to a Mortgage Loan, the date, if any, specified in the
related Mortgage Note on which the Mortgage Interest Rate is subject to adjustment.
Interest Carryforward Amount: As of the first Distribution Date and with respect to each Class
of Group I Offered Certificates and the Class I-B-4 Certificates, zero, and for each Distribution Date
thereafter, the sum of (i) the excess of (a) the Current Interest for such Class with respect to prior
Distribution Dates over (b) the amount actually distributed to such Class of Group I Certificates with
respect to interest on or after such prior Distribution Dates and (ii) interest thereon (to the extent
permitted by applicable law) at the applicable Pass-Through Rate for such Class for the related Interest
Accrual Period including the Interest Accrual Period relating to such Distribution Date.
Interest Funds: For any Distribution Date and Loan Group I, (i) the sum, without duplication,
of (a) all scheduled interest collected in respect to the related Group I Mortgage Loans during the
related Due Period less the related Servicing Fee, (b) all Monthly Advances relating to interest with
respect to the related Group I Mortgage Loans remitted by the related Servicer or Master Servicer, as
applicable, on or prior to the related Distribution Account Deposit Date, (c) all Compensating Interest
Payments with respect to the Group I Mortgage Loans and required to be remitted by the Master Servicer
pursuant to this Agreement or the related Servicer pursuant to the related Servicing Agreement with
respect to such Distribution Date, (d) Liquidation Proceeds or Subsequent Recoveries with respect to the
related Group I Mortgage Loans collected during the related Prepayment Period to the extent such
Liquidation Proceeds or Subsequent Recoveries relate to interest, (e) all amounts relating to interest
with respect to each related Group I Mortgage Loan purchased by EMC (on its own behalf as a Seller and
on behalf of Master Funding) pursuant to Sections 2.02 and 2.03 or by the Depositor pursuant to Section
3.21 during the related Due Period, and (f) all amounts in respect of interest paid by EMC pursuant to
Section 10.01 in respect to Loan Group I, in each case to the extent remitted by EMC or its designee, as
applicable, to the Distribution Account pursuant to this Agreement, and (g) the interest proceeds
received from the exercise of an optional termination pursuant to Section 10.01 minus (ii) all amounts
required to be reimbursed pursuant to Sections 4.01 and 4.05 or as otherwise set forth in this Agreement
and allocated to Loan Group I.
Interest Only Certificates: Each of the Class II-1X-1, Class II-2X-1 and Class II-BX-1
Certificates.
Interest Shortfall: With respect to any Distribution Date and each Mortgage Loan that during
the related Prepayment Period was the subject of a Principal Prepayment or constitutes a Relief Act
Mortgage Loan, an amount determined as follows:
(a) Partial Principal Prepayments received during the relevant Prepayment Period:
The difference between (i) one month’s interest at the applicable Net Rate on the amount of such
prepayment and (ii) the amount of interest for the calendar month of such prepayment (adjusted to the
applicable Net Rate) received at the time of such prepayment;
(b) Principal Prepayments in full received during the relevant Prepayment Period: The
difference between (i) one month’s interest at the applicable Net Rate on the Stated Principal Balance
of such Mortgage Loan immediately prior to such prepayment and (ii) the amount of interest for the
calendar month of such prepayment (adjusted to the applicable Net Rate) received at the time of such
prepayment; and
(c) Relief Act Mortgage Loans: As to any Relief Act Mortgage Loan, the excess of (i) 30
days’ interest (or, in the case of a Principal Prepayment in full, interest to the date of prepayment)
on the Stated Principal Balance thereof (or, in the case of a Principal Prepayment in part, on the
amount so prepaid) at the related Net Rate over (ii) 30 days’ interest (or, in the case of a Principal
Prepayment in full, interest to the date of prepayment) on such Stated Principal Balance (or, in the
case of a Principal Prepayment in part, on the amount so prepaid) at the annual interest rate required
to be paid by the Mortgagor as limited by application of the Relief Act.
Interim Certification: The certification substantially in the form of Exhibit Two to the
related Custodial Agreement.
Investment Letter: The letter to be furnished by each Institutional Accredited Investor which
purchases any of the Private Certificates in connection with such purchase, substantially in the form
set forth as Exhibit F-1 hereto.
LIBOR Business Day: Any day other than a Saturday or a Sunday or a day on which banking
institutions in the city of London, England are required or authorized by law to be closed.
LIBOR Determination Date: With respect to each Class of Offered Certificates and for the first
Interest Accrual Period, January 29, 2007. With respect to each Class of Offered Certificates and any
Interest Accrual Period thereafter, the second LIBOR Business Day preceding the commencement of such
Interest Accrual Period.
Liquidated Mortgage Loan: Any defaulted Mortgage Loan as to which the Servicer or the Master
Servicer has determined that all amounts it expects to recover from or on account of such Mortgage Loan
have been recovered.
Liquidation Date: With respect to any Liquidated Mortgage Loan, the date on which the Master
Servicer or the Servicer has certified that such Mortgage Loan has become a Liquidated Mortgage Loan.
Liquidation Expenses: With respect to a Mortgage Loan in liquidation, unreimbursed expenses
paid or incurred by or for the account of the Master Servicer or the Servicer in connection with the
liquidation of such Mortgage Loan and the related Mortgage Property, such expenses including (a)
property protection expenses, (b) property sales expenses, (c) foreclosure and sale costs, including
court costs and reasonable attorneys’ fees, and (d) similar expenses reasonably paid or incurred in
connection with liquidation.
Liquidation Proceeds: Amounts received in connection with the liquidation of a defaulted
Mortgage Loan, whether through trustee’s sale, foreclosure sale, Insurance Proceeds, condemnation
proceeds or otherwise, including any amounts received by the Servicer or Master Servicer specifically
related to a Liquidated Mortgage Loan or disposition of an REO Property prior to the related Prepayment
Period that resulted in a Realized Loss, after liquidation of such Mortgage Loan or disposition of such
REO Property.
Loan Group: Loan Group I or Loan Group II, as applicable.
Loan Group I: The Mortgage Loans identified as such on the Mortgage Loan Schedule.
Loan Group II: Sub-Loan Group II-1 and Sub-Loan Group II-2.
Loan-to-Value Ratio: With respect to any Mortgage Loan, the fraction, expressed as a
percentage, the numerator of which is the original principal balance of the related Mortgage Loan and
the denominator of which is the Original Value of the related Mortgaged Property.
Loss Allocation Limitation: The meaning specified in Section 6.04(c) hereof.
Loss Severity Percentage: With respect to any Distribution Date, the percentage equivalent of
a fraction, the numerator of which is the amount of Realized Losses incurred on a Mortgage Loan and the
denominator of which is the Stated Principal Balance of such Mortgage Loan immediately prior to the
liquidation of such Mortgage Loan.
Lost Notes: The original Mortgage Notes that have been lost, as indicated on the Mortgage Loan
Schedule.
Margin: With respect to any Distribution Date on or prior to the first possible Optional
Termination Date for the Group I Certificates and (i) the Class I-A-1 Certificates, 0.160% per annum,
(ii) the Class I-A-2 Certificates, 0.200% per annum, (iii) the Class I-M-1 Certificates, 0.290% per
annum, (iv) the Class I-M-2 Certificates, 0.420% per annum, (v) the Class I-B-1 Certificates, 0.900% per
annum, (vi) the Class I-B-2 Certificates, 1.250% per annum, (vii) the Class I-B-3 Certificates, 2.150%
per annum, and (viii) the Class I-B-4 Certificates, 2.150% per annum; and with respect to any
Distribution Date after the first possible Optional Termination Date for the Group I Certificates and
(i) the Class I-A-1 Certificates, 0.320% per annum, (ii) the Class I-A-2 Certificates, 0.400% per annum,
(iii) the Class I-M-1 Certificates, 0.435% per annum, (iv) the Class I-M-2 Certificates, 0.630% per
annum, (v) the Class I-B-1 Certificates, 1.350% per annum, (vi) the Class I-B-2 Certificates, 1.875% per
annum, (vii) the Class I-B-3 Certificates, 3.225% per annum, and (viii) the Class I-B-4 Certificates,
3.225% per annum.
Marker Rate: With respect to the Class B-IO Certificates or REMIC IV Regular Interest B-IO-I
and any Distribution Date, in relation to the REMIC III Regular Interests, a per annum rate equal to two
(2) times the weighted average of the Uncertificated REMIC III Pass-Through Rates for REMIC III Regular
Interest LT2 and REMIC III Regular Interest LT3.
Master Servicer: As of the Closing Date, Wells Fargo Bank, National Association and,
thereafter, its respective successors in interest that meet the qualifications of the Servicing
Agreements and this Agreement.
Master Servicer Information: As defined in Section 3.18(c).
Master Funding: Master Funding LLC, a Delaware limited liability company, and its successors
and assigns, in its capacity as seller of the Master Funding Mortgage Loans to the Depositor.
Master Funding Mortgage Loans: The Mortgage Loans identified as such on the Mortgage Loan
Schedule for which Master Funding is the applicable Seller.
Master Servicing Compensation: The meaning specified in Section 3.14.
Material Defect: The meaning specified in Section 2.02(a).
Maximum Lifetime Mortgage Rate: The maximum level to which a Mortgage Interest Rate can adjust
in accordance with its terms, regardless of changes in the applicable Index.
MERS: Mortgage Electronic Registration Systems, Inc., a corporation organized and existing
under the laws of the State of Delaware, or any successor thereto.
MERS® System: The system of recording transfers of Mortgage Loans electronically maintained by
MERS.
Mid America: Mid America Bank, fsb, and its successor in interest.
Mid America Servicing Agreement: The Purchase, Warranties and Servicing Agreement, dated as of
February 1, 2006, as amended by Amendment No. 1 to the Purchase, Warranties and Servicing Agreement,
dated as of February 1, 2006, between Mid America and EMC, attached hereto as Exhibit H-5 and by the
related Assignment Agreement.
MIN: The Mortgage Identification Number for Mortgage Loans registered with MERS on the MERS®
System.
Minimum Lifetime Mortgage Rate: The minimum level to which a Mortgage Interest Rate can adjust
in accordance with its terms, regardless of changes in the applicable Index.
MOM Loan: With respect to any Mortgage Loan, MERS acting as the mortgagee of such Mortgage
Loan, solely as nominee for the originator of such Mortgage Loan and its successors and assigns, at the
origination thereof.
Monthly Advance: An advance of principal or interest required to be made by the applicable
Servicer pursuant to the related Servicing Agreement or the Master Servicer pursuant to Section 6.08.
Monthly Statement: The statement delivered to the Certificateholders pursuant to Section 6.07.
Monthly Delinquency Percentage: With respect to a Distribution Date, the percentage equivalent
of a fraction, the numerator of which is the aggregate Stated Principal Balance of the Group I Mortgage
Loans that are 60 days or more Delinquent or are in bankruptcy or foreclosure or are REO Properties for
such Distribution Date and the denominator of which is the aggregate Stated Principal Balance of Group I
Mortgage Loans for such Distribution Date.
Moody’s: Moody’s Investors Service, Inc. or its successor in interest.
Mortgage: The mortgage, deed of trust or other instrument creating a first priority lien on an
estate in fee simple or leasehold interest in real property securing a Mortgage Loan.
Mortgage File: The mortgage documents listed in Section 2.01(b) pertaining to a particular
Mortgage Loan and any additional documents required to be added to the Mortgage File pursuant to this
Agreement.
Mortgage Interest Rate: The annual rate at which interest accrues from time to time on any
Mortgage Loan pursuant to the related Mortgage Note, which rate is initially equal to the “MortgageInterest Rate” set forth with respect thereto on the Mortgage Loan Schedule.
Mortgage Loan: A mortgage loan transferred and assigned to the Trustee pursuant to Section
2.01 or Section 2.04 and held as a part of the Trust Fund, as identified in the Mortgage Loan Schedule
(which shall include, without limitation, with respect to each Mortgage Loan, each related Mortgage
Note, Mortgage and Mortgage File and all rights appertaining thereto), including a mortgage loan the
property securing which has become an REO Property.
Mortgage Loan Purchase Agreement: The Mortgage Loan Purchase Agreement dated as of January 31,2007, among EMC, as a seller, Master Funding, as a seller, and Structured Asset Mortgage Investments II
Inc., as purchaser, and all amendments thereof and supplements thereto, attached as Exhibit J.
Mortgage Loan Schedule: The schedule, attached hereto as Exhibit B with respect to the
Mortgage Loans, as amended from time to time to reflect the repurchase or substitution of Mortgage Loans
pursuant to this Agreement or the Mortgage Loan Purchase Agreement, as the case may be.
Mortgage Note: The originally executed note or other evidence of the indebtedness of a
Mortgagor under the related Mortgage Loan.
Mortgaged Property: Land and improvements securing the indebtedness of a Mortgagor under the
related Mortgage Loan or, in the case of REO Property, such REO Property.
Mortgagor: The obligor on a Mortgage Note.
Net Interest Shortfall: With respect to any Distribution Date, the Interest Shortfall, if any,
for such Distribution Date net of Compensating Interest Payments made with respect to such Distribution
Date.
Net Liquidation Proceeds: As to any Liquidated Mortgage Loan, Liquidation Proceeds net of
(i) Liquidation Expenses which are payable therefrom to the Servicer or the Master Servicer in accordance
with the Servicing Agreement or this Agreement and (ii) unreimbursed advances by the Servicer or the
Master Servicer and Monthly Advances.
Net Rate: With respect to each Mortgage Loan, the Mortgage Interest Rate in effect from time
to time less the Servicing Fee Rate expressed as a per annum rate.
Net Rate Cap: For any Distribution Date and the Group I Offered Certificates and the Class
I-B-4 Certificates, the weighted average of the Net Rates of the Group I Mortgage Loans as of the
beginning of the related Due Period, weighted on the basis of the Stated Principal Balances thereof as
of the preceding Distribution Date, in each case as adjusted to an effective rate reflecting the accrual
of interest on the basis of a 360-day year and the actual number of days elapsed in the related Interest
Accrual Period.
NIM Issuer: The entity established as the issuer of the NIM Securities.
NIM Securities: Any debt securities secured or otherwise backed by some or all of the
Certificates, including the Class R-X Certificate.
NIM Trustee: The trustee for the NIM Securities.
Non-Offered Subordinate Certificates: The Group I Non-Offered Subordinate Certificates and the
Group II Non-Offered Subordinate Certificates.
Nonrecoverable Advance: Any advance or Monthly Advance (i) which was previously made or is
proposed to be made by the Master Servicer, the Trustee (in its capacity as successor Master Servicer)
or the applicable Servicer and (ii) which, in the good faith judgment of the Master Servicer, the
Trustee in its capacity as successor Master Servicer or the applicable Servicer, will not or, in the
case of a proposed advance or Monthly Advance, would not, be ultimately recoverable by the Master
Servicer, the Trustee (as successor Master Servicer) or the applicable Servicer from Liquidation
Proceeds, Insurance Proceeds or future payments on the Mortgage Loan for which such advance or Monthly
Advance was made or is proposed to be made.
Notional Amount: The Notional Amount of (i) the Class II-1X-1 Certificates immediately prior
to any Distribution Date is equal to the aggregate Certificate Principal Balance of the Class II-1A-1
Certificates and the Class II-1A-2 Certificates, (ii) the Class II-2X-1 Certificates immediately prior
to any Distribution Date is equal to the aggregate Certificate Principal Balance of the Class II-2A-1
Certificates and the Class II-2A-2 Certificates, (iii) the Class II-BX-1 Certificates immediately prior
to any Distribution Date is equal to the Certificate Principal Balance of the Class II-B-1 Certificates
and (iv) the Class B-IO Certificates immediately prior to any Distribution Date is equal to the
aggregate of the Uncertificated Principal Balances of the REMIC III Regular Interests.
Offered Certificates: The Group I Offered Certificates and the Group II Offered Certificates.
Offered Subordinate Certificates: The Group I Offered Subordinate Certificates and the Group
II Offered Subordinate Certificates.
Officer’s Certificate: A certificate signed by the Chairman of the Board, the Vice Chairman of
the Board, the President or a Vice President or Assistant Vice President or other authorized officer of
the Master Servicer, the Sellers, any Servicer or the Depositor, as applicable, and delivered to the
Trustee, as required by this Agreement.
One-Month LIBOR: With respect to any Interest Accrual Period, the rate determined by the
Securities Administrator on the related LIBOR Determination Date on the basis of the rate for U.S.
dollar deposits for one month that appears on Telerate Screen Page 3750 as of 11:00 a.m. (London time)
on such LIBOR Determination Date; provided that the parties hereto acknowledge that One-Month LIBOR for
the first Interest Accrual Period shall the rate determined by the Securities Administrator two Business
Days prior to the Closing 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 One-Month LIBOR or comparable rates as may be reasonably selected by the Securities
Administrator), One-Month LIBOR for the applicable Interest Accrual Period will be the Reference Bank
Rate. If no such quotations can be obtained by the Securities Administrator and no Reference Bank Rate
is available, One-Month LIBOR will be One-Month LIBOR applicable to the preceding Interest Accrual
Period.
Opinion of Counsel: A written opinion of counsel who is or are acceptable to the Trustee and
who, unless required to be Independent (an “Opinion of Independent Counsel”), may be internal counsel
for the Company, the Master Servicer or the Depositor.
Optional Termination Date: With respect to (i) the Group I Mortgage Loans, the Distribution
Date on which the aggregate Stated Principal Balance of the Group I Mortgage Loans is less than 20% of
the Cut-off Date Balance as of the Closing Date and (ii) with respect to the Group II Mortgage Loans,
the Distribution Date on which the aggregate Stated Principal Balance of the Group II Mortgage Loans is
less than 10% of the Cut-off Date Balance as of the Closing Date.
Original Group II Subordinate Principal Balance: The sum of the aggregate Certificate
Principal Balances of each Class of Group II Subordinate Certificates as of the Closing Date.
Original Value: The lesser of (i) the Appraised Value or (ii) the sales price of a Mortgaged
Property at the time of origination of a Mortgage Loan, except in instances where either clauses (i) or
(ii) is unavailable, the other may be used to determine the Original Value, or if both clauses (i) and
(ii) are unavailable, Original Value may be determined from other sources reasonably acceptable to the
Depositor.
Outstanding Mortgage Loan: With respect to any Due Date, a Mortgage Loan which, prior to such
Due Date, was not the subject of a Principal Prepayment in full, did not become a Liquidated Mortgage
Loan and was not purchased or replaced.
Outstanding Principal Balance: As of the time of any determination, the principal balance of a
Mortgage Loan remaining to be paid by the Mortgagor, or, in the case of an REO Property, the principal
balance of the related Mortgage Loan remaining to be paid by the Mortgagor at the time such property was
acquired by the Trust Fund less any Net Liquidation Proceeds with respect thereto to the extent applied
to principal.
Overcollateralization Amount: With respect to any Distribution Date, the excess, if any, of
(a) the aggregate Stated Principal Balance of the Group I Mortgage Loans for such Distribution Date over
(b) the aggregate Certificate Principal Balance of the Group I Offered Certificates and the Class I-B-4
Certificates on such Distribution Date (after taking into account the payment of principal other than
any Extra Principal Distribution Amount on such Certificates).
Overcollateralization Release Amount: With respect to any Distribution Date is the lesser of
(x) the sum of the amounts described in clauses (1) through (5) in the definition of Principal Funds for
such Distribution Date and (y) the excess, if any, of (i) the Overcollateralization Amount for such
Distribution Date (assuming that 100% of such Principal Funds is applied as a principal payment on such
Distribution Date) over (ii) the Overcollateralization Target Amount for such Distribution Date (with
the amount pursuant to clause (y) deemed to be $0 if the Overcollateralization Amount is less than or
equal to the Overcollateralization Target Amount on that Distribution Date).
Overcollateralization Target Amount: With respect to any Distribution Date (a) prior to the
Stepdown Date, 1.50% of the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the
Cut-off Date, (b) on or after the Stepdown Date and if a Trigger Event is not in effect, the greater of
(i) the lesser of (1) 1.50% of the aggregate Stated Principal Balance of the Group I Mortgage Loans as
of the Cut-off Date and (2) 3.00% of the then current aggregate Stated Principal Balance of the Group I
Mortgage Loans as of such Distribution Date and (ii) $2,029,064.60 and (c) on or after the Stepdown Date
and if a Trigger Event is in effect, the Overcollateralization Target Amount for the immediately
preceding Distribution Date.
Party Participating in the Servicing Function: Any Person performing any of the
responsibilities set forth in Exhibit M.
Pass-Through Rate: As to each Class of Certificates, the rate of interest determined as
provided with respect thereto in Section 5.01(c). Any monthly calculation of interest at a stated rate
shall be based upon annual interest at such rate divided by twelve.
Paying Agent: The Securities Administrator, or its successor in interest, or any successor
securities administrator appointed as herein provided.
Periodic Rate Cap: With respect to each Mortgage Loan, the maximum adjustment that can be made
to the Mortgage Interest Rate on each Interest Adjustment Date in accordance with its terms, regardless
of changes in the applicable Index.
Permitted Investments: Any one or more of the following obligations or securities held in the
name of the Trustee for the benefit of the Certificateholders:
(i) direct obligations of, and obligations the timely payment of which are fully
guaranteed by the United States of America or any agency or instrumentality of the United States of
America the obligations of which are backed by the full faith and credit of the United States of America;
(ii) (a) demand or time deposits, federal funds or bankers’ acceptances issued by
any depository institution or trust company incorporated under the laws of the United States of America
or any state thereof (including the Trustee, the Securities Administrator or the Master Servicer or its
Affiliates acting in its commercial banking capacity) and subject to supervision and examination by
federal and/or state banking authorities, provided that the commercial paper and/or the short-term debt
rating and/or the long-term unsecured debt obligations of such depository institution or trust company
at the time of such investment or contractual commitment providing for such investment have the
Applicable Credit Rating or better from each Rating Agency and (b) any other demand or time deposit or
certificate of deposit that is fully insured by the Federal Deposit Insurance Corporation;
(iii) repurchase obligations with respect to (a) any security described in clause
(i) above or (b) any other security issued or guaranteed by an agency or instrumentality of the United
States of America, the obligations of which are backed by the full faith and credit of the United States
of America, in either case entered into with a depository institution or trust company (acting as
principal) described in clause (ii)(a) above where the Securities Administrator holds the security in
the name of the Trustee therefor;
(iv) securities bearing interest or sold at a discount issued by any corporation
(including the Trustee, the Securities Administrator or the Master Servicer or its Affiliates)
incorporated under the laws of the United States of America or any state thereof that have the
Applicable Credit Rating or better from each Rating Agency at the time of such investment or contractual
commitment providing for such investment; provided, however, that securities issued by any particular
corporation will not be Permitted Investments to the extent that investments therein will cause the then
outstanding principal amount of securities issued by such corporation and held as part of the Trust to
exceed 10% of the aggregate Outstanding Principal Balances of all the Mortgage Loans and Permitted
Investments held as part of the Trust;
(v) commercial paper (including both non-interest-bearing discount obligations and
interest-bearing obligations payable on demand or on a specified date not more than one year after the
date of issuance thereof) having the Applicable Credit Rating or better from each Rating Agency at the
time of such investment;
(vi) a Reinvestment Agreement issued by any bank, insurance company or other
corporation or entity;
(vii) any other demand, money market or time deposit, obligation, security or
investment as may be acceptable to each Rating Agency as evidenced in writing by each Rating Agency to
the Trustee and the Securities Administrator; and
(viii) interests in any money market fund (including any such fund managed or advised
by the Trustee, the Securities Administrator or the Master Servicer 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 short term rating by each Rating Agency rating such funds 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, as evidenced in writing; provided, however, that no instrument or
security shall be a Permitted Investment if such instrument or security evidences a right to receive
only interest payments with respect to the obligations underlying such instrument or if such security
provides for payment of both principal and interest with a yield to maturity in excess of 120% of the
yield to maturity at par or if such instrument or security is purchased at a price greater than par.
Permitted Transferee: Any Person other than a Disqualified Organization or an “electing large
partnership” (as defined by Section 775 of the Code).
Person: Any individual, corporation, partnership, joint venture, association, limited
liability company, joint-stock company, trust, unincorporated organization or government or any agency
or political subdivision thereof.
Physical Certificates: The Residual Certificates and the Private Certificates.
Plan: The meaning specified in Section 5.07(a).
Posted Collateral Account: The trust account or accounts created and maintained by the
Securities Administrator, as custodian on behalf of the Trustee pursuant to Section 4.08.
Prepayment Charge: With respect to any Mortgage Loan, the charges or premiums, if any, due in
connection with a full or partial prepayment of such Mortgage Loan in accordance with the terms thereof
and described in the Mortgage Loan Schedule.
Prepayment Charge Loan: Any Group I Mortgage Loan for which a Prepayment Charge may be
assessed and to which such Prepayment Charge the Class XP Certificates are entitled, as indicated on the
Mortgage Loan Schedule.
Prepayment Interest Shortfall: With respect to any Distribution Date, for each Mortgage Loan
that was the subject of a partial Principal Prepayment or a Principal Prepayment in full during the
related Prepayment Period (other than a Principal Prepayment in full resulting from the purchase of a
Group I Mortgage Loan pursuant to Section 2.02, 2.03, 3.21 or 10.01 hereof), the amount, if any, by
which (i) one month’s interest at the applicable Net Rate on the Stated Principal Balance of such Group
I Mortgage Loan immediately prior to such prepayment or in the case of a partial Principal Prepayment on
the amount of such prepayment exceeds (ii) the amount of interest paid or collected in connection with
such Principal Prepayment less the sum of (a) any Prepayment Charges and (b) the related Servicing Fee.
Prepayment Period: With respect to the Mortgage Loans for which EMC is the Servicer and with
respect to any Distribution Date and (i) Principal Prepayments in full, the period from the sixteenth
day of the calendar month preceding the calendar month in which such Distribution Date occurs through
the close of business on the fifteenth day of the calendar month in which such Distribution Date occurs,
and (ii) Liquidation Proceeds, Realized Losses, funds which will constitute Subsequent Recoveries and
partial Principal Prepayments, the prior calendar month; and in the case of the Mortgage Loans for which
EMC is not the Servicer, such period as is provided in the related Servicing Agreement with respect to
the related Mortgage Loans.
Primary Mortgage Insurance Policy: Any primary mortgage guaranty insurance policy issued in
connection with a Mortgage Loan which provides compensation to a Mortgage Note holder in the event of
default by the obligor under such Mortgage Note or the related Security Instrument, if any or any
replacement policy therefor through the related Interest Accrual Period for such Class relating to a
Distribution Date.
Principal Distribution Amount: With respect to each Distribution Date, an amount equal to the
excess of (i) sum of (a) the Principal Funds for such Distribution Date and (b) any Extra Principal
Distribution Amount for such Distribution Date over (ii) any Overcollateralization Release Amount for
such Distribution Date.
Principal Funds: the sum, without duplication, of
1. the Scheduled Principal collected on the Group I Mortgage Loans during the related Due
Period or advanced on or before the related servicer advance date,
2. prepayments in respect of the Group I Mortgage Loans exclusive of any Prepayment
Charges, collected in the related Prepayment Period,
3. the Stated Principal Balance of each Group I Mortgage Loan that was repurchased by the
Depositor or the related Servicer during the related Due Period,
4. the amount, if any, by which the aggregate unpaid principal balance of any Substitute
Mortgage Loans is less than the aggregate unpaid principal balance of any deleted
mortgage loans delivered by the related Servicer in connection with a substitution of
a Group I Mortgage Loan during the related Due Period,
5. all Liquidation Proceeds and Subsequent Recoveries collected during the related
Prepayment Period on the Group I Mortgage Loans, to the extent such Liquidation
Proceeds or Subsequent Recoveries relate to principal, less all related Nonrecoverable
Advances relating to principal reimbursed during the related Due Period, and
6. the principal portion of the purchase price of the assets of the Trust allocated to
Loan Group I upon the exercise by EMC or its designee of its optional termination
right with respect to the Group I Mortgage Loans, minus
7. any amounts payable to or required to be reimbursed to EMC, the Depositor, any
Servicer, the Master Servicer, any Custodian, the Trustee or the Securities
Administrator and allocated to Loan Group I, as provided in the Agreement.
Principal Prepayment: Any payment (whether partial or full) or other recovery of principal on
a Mortgage Loan which is received in advance of its scheduled Due Date to the extent that it is not
accompanied by an amount as to interest representing scheduled interest due on any date or dates in any
month or months subsequent to the month of prepayment, including Insurance Proceeds and Repurchase
Proceeds, but excluding the principal portion of Net Liquidation Proceeds received at the time a
Mortgage Loan becomes a Liquidated Mortgage Loan.
Private Certificates: The Class I-B-4, Class B-IO, Class XP, Class II-B-4, Class II-B-5 and
Class II-B-6 Certificates.
Prospectus: The prospectus, dated December 27, 2006, as supplemented by the prospectus
supplement dated January 29, 2007 (as the same may be supplemented from time to time), relating to the
offering of the Offered Certificates.
Protected Account: An account established and maintained for the benefit of Certificateholders
by each Servicer with respect to the related Mortgage Loans and with respect to REO Property pursuant to
the related Servicing Agreement.
QIB: A Qualified Institutional Buyer as defined in Rule 144A promulgated under the Securities
Act.
Qualified Insurer: Any insurance company duly qualified as such under the laws of the state or
states in which the related Mortgaged Property or Mortgaged Properties is or are located, duly
authorized and licensed in such state or states to transact the type of insurance business in which it
is engaged and approved as an insurer by the Master Servicer, so long as the claims paying ability of
which is acceptable to the Rating Agencies for pass-through certificates having the same rating as the
Certificates rated by the Rating Agencies as of the Closing Date.
Rating Agencies: Moody’s and S&P.
Realized Loss: Any (i) Bankruptcy Loss or (ii) as to any Liquidated Mortgage Loan, (x) the
Outstanding Principal Balance of such Liquidated Mortgage Loan plus accrued and unpaid interest thereon
at the Mortgage Interest Rate through the last day of the month of such liquidation, less (y) the
related Net Liquidation Proceeds with respect to such Mortgage Loan and the related Mortgaged Property
that are allocated to principal. In addition, to the extent the Master 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 such recoveries are applied to reduce the Certificate
Principal Balance of any Class of Certificates on any Distribution Date.
Realized Losses on the Group II Mortgage Loans shall be allocated to the REMIC I Regular
Interests as follows: (1) The interest portion of Realized Losses and Net Interest Shortfalls on the
Sub-Loan Group II-1 Loans, if any, shall be allocated between REMIC I Regular Interests Y-1 and Z-1 pro
rata according to the amount of interest accrued but unpaid thereon, in reduction thereof; and (2) the
interest portion of Realized Losses and Net Interest Shortfalls on the Sub-Loan Group II-2 Loans, if
any, shall be allocated between REMIC I Regular Interests Y-2 and Z-2 pro rata according to the amount
of interest accrued but unpaid thereon, in reduction thereof Any interest portion of such Realized
Losses in excess of the amount allocated pursuant to the preceding sentence shall be treated as a
principal portion of Realized Losses not attributable to any specific Mortgage Loan in such Group and
allocated pursuant to the succeeding sentences. The principal portion of Realized Losses with respect
to the Group II Mortgage Loans shall be allocated to the REMIC I Regular Interests as follows: (1) the
principal portion of Realized Losses on the Sub-Loan Group II-1 Loans shall be allocated, first, to
REMIC I Regular Interest Y-1 to the extent of the REMIC I Y-1 Principal Reduction Amount in reduction of
the Uncertificated Principal Balance of such Regular Interest and, second, the remainder, if any, of
such principal portion of such Realized Losses shall be allocated to REMIC I Regular Interest Z-1 in
reduction of the Uncertificated Principal Balance thereof; and (2) the principal portion of Realized
Losses on the Sub-Loan Group II-2 Loans shall be allocated, first, to REMIC I Regular Interest Y-2 to
the extent of the REMIC I Y-2 Principal Reduction Amount in reduction of the Uncertificated Principal
Balance of such Regular Interest and, second, the remainder, if any, of such principal portion of such
Realized Losses shall be allocated to REMIC I Regular Interest Z-2 in reduction of the Uncertificated
Principal Balance thereof. For any Distribution Date, reductions in the Uncertificated Principal
Balances of each REMIC I Y and Z Regular Interest pursuant to this definition of Realized Loss shall be
determined, and shall be deemed to occur, prior to any reductions of such Uncertificated Principal
Balances by distributions on such Distribution Date.
Record Date: For each Class of Group I Certificates and on any Distribution Date, the Business
Day preceding the applicable Distribution Date so long as such Class of Certificates remains in
book-entry form; and otherwise, the close of business on the last Business Day of the month immediately
preceding the month of such Distribution Date. For each Class of Group II Certificates, the close of
business on the last Business Day of the month immediately preceding the month of such Distribution Date.
Reference Bank: A leading bank selected by the Securities Administrator that is engaged in
transactions in Eurodollar deposits in the international Eurocurrency market.
Reference Bank Rate: With respect to any Interest Accrual Period, 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 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 Group I Offered Certificates for such Interest 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 Securities
Administrator, 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 Group I Offered Certificates.
Regulation AB: Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.1100-229.1123, as such may be amended from time to time, and subject to such clarification and
interpretation as have been provided by the Commission in the adopting release (Asset-Backed Securities,
Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the
Commission, or as may be provided by the Commission or its staff from time to time.
Reinvestment Agreements: One or more reinvestment agreements, acceptable to the Rating
Agencies, from a bank, insurance company or other corporation or entity (including the Trustee).
Related Certificates: (A) For each REMIC II Regular Interest, the Class or Classes
of Certificates shown opposite the name of such REMIC II Regular Interest in the following table:
------------------------------------------------------------ ---------------------------------------------------------
REMIC II Regular Interest Classes of Certificates
------------------------------------------------------------ ---------------------------------------------------------
II-1A II-1A-1; II-1A-2; II-1X-1
------------------------------------------------------------ ---------------------------------------------------------
II-2A II-2A-1; II-2A-2; II-2X-1
------------------------------------------------------------ ---------------------------------------------------------
II-B-1 II-B-1; II-BX-1
------------------------------------------------------------ ---------------------------------------------------------
II-B-2 II-B-2
------------------------------------------------------------ ---------------------------------------------------------
II-B-3 II-B-3
------------------------------------------------------------ ---------------------------------------------------------
II-B-4 II-B-4
------------------------------------------------------------ ---------------------------------------------------------
II-B-5 II-B-5
------------------------------------------------------------ ---------------------------------------------------------
II-B-6 II-B-6
------------------------------------------------------------ ---------------------------------------------------------
(B) For each REMIC IV Regular Interest, the Class or Classes of Certificates shown opposite
the name of such REMIC IV Regular Interest in the following table:
------------------------------------------------------------ ---------------------------------------------------------
REMIC IV Regular Interest Classes of Certificates
------------------------------------------------------------ ---------------------------------------------------------
I-A-1 I-A-1
------------------------------------------------------------ ---------------------------------------------------------
I-A-2 I-A-2
------------------------------------------------------------ ---------------------------------------------------------
I-M-1 I-M-1
------------------------------------------------------------ ---------------------------------------------------------
I-M-2 I-M-2
------------------------------------------------------------ ---------------------------------------------------------
I-B-1 I-B-1
------------------------------------------------------------ ---------------------------------------------------------
I-B-2 I-B-2
------------------------------------------------------------ ---------------------------------------------------------
I-B-3 I-B-3
------------------------------------------------------------ ---------------------------------------------------------
I-B-4 I-B-4
------------------------------------------------------------ ---------------------------------------------------------
B-IO-I and B-IO-P B-IO
------------------------------------------------------------ ---------------------------------------------------------
II-1A-1 II-1A-1
------------------------------------------------------------ ---------------------------------------------------------
II-1A-2 II-1A-2
------------------------------------------------------------ ---------------------------------------------------------
II-1X-1 II-1X-1
------------------------------------------------------------ ---------------------------------------------------------
II-2A-1 II-2A-1
------------------------------------------------------------ ---------------------------------------------------------
II-2A-2 II-2A-2
------------------------------------------------------------ ---------------------------------------------------------
II-2X-1 II-2X-1
------------------------------------------------------------ ---------------------------------------------------------
II-B-1 II-B-1
------------------------------------------------------------ ---------------------------------------------------------
II-BX-1 II-BX-1
------------------------------------------------------------ ---------------------------------------------------------
II-B-2 II-B-2
------------------------------------------------------------ ---------------------------------------------------------
II-B-3 II-B-3
------------------------------------------------------------ ---------------------------------------------------------
II-B-4 II-B-4
------------------------------------------------------------ ---------------------------------------------------------
II-B-5 II-B-5
------------------------------------------------------------ ---------------------------------------------------------
II-B-6 II-B-6
------------------------------------------------------------ ---------------------------------------------------------
(C) For the REMIC V Regular Interest, the Class B-IO Certificates.
Relief Act: The Servicemembers Civil Relief Act, as amended, or similar state law.
Relief Act Mortgage Loan: Any Mortgage Loan as to which the Scheduled Payment thereof has been
reduced due to the application of the Relief Act.
Remaining Excess Spread: With respect to any Distribution Date, the Excess Spread remaining
after the distribution of the Extra Principal Distribution Amount for such Distribution Date.
REMIC: A “real estate mortgage investment conduit” within the meaning of Section 860D of the
Code.
REMIC Administrator: The Securities Administrator; provided that if the REMIC Administrator is
found by a court of competent jurisdiction to no longer be able to fulfill its obligations as REMIC
Administrator under this Agreement the Servicer or Trustee, in its capacity as successor Master Servicer
shall appoint a successor REMIC Administrator, subject to assumption of the REMIC Administrator
obligations under this Agreement.
REMIC Interest: Any of the REMIC I, REMIC II, REMIC III, REMIC IV and REMIC V Interests.
REMIC Opinion: An Opinion of Independent Counsel, to the effect that the proposed action
described therein would not, under the REMIC Provisions, (i) cause any 2007-1 REMIC to fail to qualify
as a REMIC while any regular interest in such 2007-1 REMIC is outstanding, (ii) result in a tax on
prohibited transactions with respect to any 2007-1 REMIC or (iii) constitute a taxable contribution to
any 2007-1 REMIC after the Startup Day.
REMIC Provisions: The provisions of the federal income tax law relating to REMICs, which
appear at Sections 860A through 860G of the Code, and related provisions and regulations promulgated
thereunder, as the foregoing may be in effect from time to time.
REMIC Regular Interest: Any of the REMIC I, REMIC II, REMIC III, REMIC IV and REMIC V
Regular Interests.
REMIC I: The segregated pool of assets, with respect to which a REMIC election is made
pursuant to this Agreement, consisting of:
(a) the Group II Mortgage Loans and the related Mortgage Files and collateral securing
such Group II Mortgage Loans,
(b) all payments on and collections in respect of the Group II Mortgage Loans due after
the Cut-off Date as shall be on deposit in the Distribution Account and identified as belonging to the
Trust Fund,
(c) property that secured a Group II Mortgage Loan and that has been acquired for the
benefit of the Certificateholders by foreclosure or deed in lieu of foreclosure,
(d) the hazard insurance policies and Primary Mortgage Insurance Policies, if any,
relating to the Group II Mortgage Loans, and
(e) all proceeds of clauses (a) through (d) above.
REMIC I Available Distribution Amount: For each of the Sub-Loan Groups for any Distribution
Date, the Available Funds for such Sub-Loan Group, or, if the context so requires the aggregate of the
Available Funds for all Sub-Loan Groups.
REMIC I Distribution Amount: For any Distribution Date, the REMIC I Available Distribution
Amount shall be distributed by REMIC I to REMIC II on account of the REMIC I Regular Interests and to
Holders of the Class R Certificates in respect of Component I thereof in the following amounts and
priority:
(a) To the extent of the REMIC I Available Distribution Amount for Sub-Loan Group
II-1:
(i) first, to REMIC I Regular Interests Y-1 and Z-1, concurrently, the
Uncertificated Interest for such Classes remaining unpaid from previous Distribution Dates, pro
rata according to their respective shares of such unpaid amounts;
(ii) second, to REMIC I Regular Interests Y-1 and Z-1, concurrently, the
Uncertificated Interest for such Classes for the current Distribution Date, pro rata according
to their respective Uncertificated Interest; and
(iii) third, to REMIC I Regular Interests Y-1 and Z-1, the REMIC I Y-1 Principal
Distribution Amount and the REMIC I Z-1 Principal Distribution Amount, respectively.
(b) To the extent of the REMIC I Available Distribution Amount for Sub-Loan Group II-2:
(i) first, to REMIC I Regular Interests Y-2 and Z-2, concurrently, the
Uncertificated Interest for such Classes remaining unpaid from previous Distribution Dates, pro
rata according to their respective shares of such unpaid amounts;
(ii) second, to REMIC I Regular Interests Y-2 and Z-2, concurrently, the
Uncertificated Interest for such Classes for the current Distribution Date, pro rata according
to their respective Uncertificated Interest; and
(iii) third, to REMIC I Regular Interests Y-2 and Z-2, the REMIC I Y-2 Principal
Distribution Amount and the REMIC I Z-2 Principal Distribution Amount, respectively.
(c) To the extent of the REMIC I Available Distribution Amount for such Distribution Date
remaining after payment of the amounts pursuant to paragraphs (a) through (b) of this definition of
“REMIC I Distribution Amount”:
(i) first, to each REMIC I Y and Z Regular Interest, pro rata according to the
amount of unreimbursed Realized Losses allocable to principal previously allocated to each such
Class; provided, however, that any amounts distributed pursuant to this paragraph (c)(i) of
this definition of “REMIC I Distribution Amount” shall not cause a reduction in the
Uncertificated Principal Balances of any of the REMIC I Y and Z Regular Interests; and
(ii) second, to Component I of the Class R Certificates, any remaining amounts.
REMIC I Interests: The REMIC I Regular Interests and Component I of the Class R Certificates.
REMIC I Regular Interest: Any of the separate non-certificated beneficial ownership interests
in REMIC I set forth in Section 5.01(c)(i) and issued hereunder and designated as a “regular interest”
in REMIC I. Each REMIC I Regular Interest shall accrue interest at the Uncertificated Pass-Through Rate
specified for such REMIC I Interest in Section 5.01(c)(i), and shall be entitled to distributions of
principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in Section 5.01(c)(i). The designations for the
respective REMIC I Regular Interests are set forth in Section 5.01(c)(i).
REMIC I Y Principal Reduction Amounts: For any Distribution Date the amounts by which the
Uncertificated Principal Balances of REMIC I Regular Interests Y-1 and Y-2, respectively, will be
reduced on such Distribution Date by the allocation of Realized Losses and the distribution of
principal, determined as follows:
First, for each of Sub-Loan Group II-1 and Sub-Loan Group II-2, determine the weighted average
of the Net Rates of the Mortgage Loans in that Sub-Loan Group for distributions of interest that will be
made on the next succeeding Distribution Date (the “Group Interest Rate” for that Sub-Loan Group). The
REMIC I Y Principal Reduction Amounts for REMIC I Regular Interests Y-1 and Y-2 will be determined
pursuant to the “Generic solution for the REMIC I Y Regular Interests” set forth below (the “Generic
Solution”) by making the following identifications among the Sub-Loan Groups and their related REMIC I
Regular Interests:
A. Determine which Sub-Loan Group has the lower Group Interest Rate. That
Sub-Loan Group will be identified with Sub-Loan Group AA and the REMIC I Regular Interests related to
that Sub-Loan Group will be respectively identified with the REMIC I Regular Interests YAA and ZAA. The
Group Interest Rate for that Sub-Loan Group will be identified with J%. If the two Sub-Loan Groups have
the same Group Interest Rate pick one for this purpose, subject to the restriction that each Sub-Loan
Group may be picked only once in the course of any such selections pursuant to paragraphs A and B of
this definition.
B. Determine which Sub-Loan Group has the higher Group Interest Rate. That
Sub-Loan Group will be identified with Sub-Loan Group BB and the REMIC I Regular Interests related to
that Sub-Loan Group will be respectively identified with the REMIC I Regular Interests YBB and ZBB. The
Group Interest Rate for that Sub-Loan Group will be identified with K%. If the two Sub-Loan Groups have
the same Group Interest Rate the Sub-Loan Group not selected pursuant to paragraph A, above, will be
selected for purposes of this paragraph B.
Second, apply the Generic Solution set forth below to determine the REMIC I Y Principal
Reduction Amounts for the Distribution Date using the identifications made above.
Generic Solution for the REMIC I Y Principal Reduction Amounts: For any Distribution Date, the
amounts by which the Uncertificated Principal Balances of REMIC I Regular Interests YAA and ZAA,
respectively, will be reduced on such Distribution Date by the allocation of Realized Losses and the
distribution of principal, determined as follows:
J% and K% represent the interest rates on Sub-Loan Group AA and Sub-Loan Group BB
respectively. J%<K%.
For purposes of the succeeding formulas the following symbols shall have the meanings set forth
below:
PJB = the Sub-Loan Group AA Subordinate Percentage after the allocation of Realized
Losses and distributions of principal on such Distribution Date.
PKB = the Sub-Loan Group BB Subordinate Percentage after the allocation of Realized
Losses and distributions of principal on such Distribution Date.
R = the Class CB Pass-Through Rate = (J%PJB + K%PKB)/(PJB + PKB)
Yj = the REMIC I Regular Interest YAA Uncertificated Principal Balance after
distributions on the prior Distribution Date.
Yk = the REMIC I Regular Interest YBB Uncertificated Principal Balance after
distributions on the prior Distribution Date.
ΔYj = the REMIC I Regular Interest YAA Principal Reduction Amount.
ΔYk = the REMIC I Regular Interest YBB Principal Reduction Amount.
Zj = the REMIC I Regular Interest ZAA Uncertificated Principal Balance after
distributions on the prior Distribution Date.
Zk = the REMIC I Regular Interest ZBB Uncertificated Principal Balance after
distributions on the prior Distribution Date.
ΔZj = the REMIC I Regular Interest ZAA Principal Reduction Amount.
= ΔPj - ΔYj
ΔZk = the REMIC I Regular Interest ZBB Principal Reduction Amount.
= ΔPk - ΔYk
Pj = the aggregate Uncertificated Principal Balance of REMIC I Regular Interests
YAA and ZAA after distributions on the prior Distribution Date, which is equal to the aggregate
principal balance of the Sub-Group AA Loans.
Pk = the aggregate Uncertificated Principal Balance of REMIC I Regular Interests
YBB and ZBB after distributions on the prior Distribution Date, which is equal to the aggregate
principal balance of the Sub-Group BB Loans.
ΔPj = the aggregate principal reduction resulting on such Distribution Date
on the Sub-Group AA Loans as a result of principal distributions (exclusive of any amounts distributed
pursuant to clauses (c)(i) or (c)(ii) of the definition of REMIC I Distribution Amount) to be made and
Realized Losses to be allocated on such Distribution Date, if applicable, which is equal to the
aggregate of the REMIC I Regular Interest YAA Principal Reduction Amount and the REMIC I Regular
Interest ZAA Principal Reduction Amount.
ΔPk= the aggregate principal reduction resulting on such Distribution Date
on the Sub-Group BB Loans as a result of principal distributions (exclusive of any amounts distributed
pursuant to clauses (c)(i) or (c)(ii) of the definition of REMIC I Distribution Amount) to be made and
realized losses to be allocated on such Distribution Date, which is equal to the aggregate of the
REMIC I Regular Interest YBB Principal Reduction Amount and the REMIC I Regular Interest ZBB Principal
Reduction Amount.
α = .0005
γ = (R - J%)/(K% - R). γ is a non-negative number unless its
denominator is zero, in which event it is undefined.
If γ is zero, ΔYk = Yk and ΔYj = (Yj/Pj)ΔPj.
If γ is undefined, ΔYj = Yj, ΔYk = (Yk/Pk)ΔPk if denominator
In the remaining situations, ΔYk and ΔYj shall be defined as follows:
1. If Yk - α(Pk - ΔPk) => 0, Yj- α(Pj - ΔPj) => 0, and
γ (Pj - ΔPj) < (Pk - ΔPk), ΔYk = Yk - αγ (Pj - ΔPj) and
ΔYj = Yj - α(Pj - ΔPj).
2. If Yk - α(Pk - ΔPk) => 0, Yj - α(Pj - ΔPj) => 0, and
γ (Pj - ΔPj) => (Pk - ΔPk), ΔYk = Yk - α(Pk - ΔPk) and
ΔYj = Yj - (α/γ)(Pk - ΔPk).
3. If Yk - α(Pk - ΔPk) < 0, Yj - α(Pj - ΔPj) => 0, and
Yj - α(Pj - ΔPj) => Yj - (Yk/γ), ΔYk = Yk - αγ (Pj - ΔPj)
and ΔYj = Yj - α(Pj - ΔPj).
4. If Yk - α(Pk - ΔPk) < 0, Yj - (Yk/γ) => 0, and
Yj - α(Pj - ΔPj) <= Yj - (Yk/γ), ΔYk = 0 and ΔYj = Yj - (Yk/γ).
5. If Yj - α(Pj - ΔPj) < 0, Yj - (Yk/γ) < 0, and
Yk - α(Pk - ΔPk) <= Yk - (γYj), ΔYk = Yk - (γYj) and ΔYj = 0.
6. If Yj - α(Pj - ΔPj) < 0, Yk - α(Pk - ΔPk) => 0, and
Yk - α(Pk - ΔPk) => Yk - (γYj), ΔYk = Yk - α(Pk - ΔPk) and
ΔYj = Yj - (α/γ)(Pk - ΔPk).
The purpose of the foregoing definitional provisions together with the related provisions
allocating Realized Losses and defining the REMIC I Regular Interest Y-1 and Y-2 and REMIC I Regular
Interest Z-1 and Z-2 Principal Distribution Amounts is to accomplish the following goals in the
following order of priority:
1. Making the ratio of Yk to Yj equal to γ after taking account of the
allocation Realized Losses and the distributions that will be made through end of the Distribution
Date to which such provisions relate and assuring that the Principal Reduction Amounts for each of
the REMIC I Regular Interests is greater than or equal to zero for such Distribution Date;
2. Making (i) the REMIC I Regular Interest YAA Uncertificated Principal Balance
less than or equal to 0.0005 of the sum of the Uncertificated Principal Balances for REMIC I
Regular Interest YAA and REMIC I Regular Interest ZAA and (ii) the REMIC I Regular Interest YBB
Uncertificated Principal Balances less than or equal to 0.0005 of the sum of the Uncertificated
Principal Balances for REMIC I Regular Interest YBB and REMIC I Regular Interest ZBB in each case
after giving effect to allocations of Realized Losses and distributions to be made through the end
of the Distribution Date to which such provisions relate; and
3. Making the larger of (a) the fraction whose numerator is Yk and whose
denominator is the sum of Yk and Zk and (b) the fraction whose numerator is Yj and whose
denominator is the sum of Yj, and Zj as large as possible while remaining less than or equal to
0.0005.
In the event of a failure of the foregoing portion of the definition of REMIC I Y Principal Reduction
Amount to accomplish both of goals 1 and 2 above, the amounts thereof should be adjusted to so as to
accomplish such goals within the requirement that each REMIC I Y Principal Reduction Amount must be less
than or equal to the sum of (a) the principal Realized Losses to be allocated on the related
Distribution Date for the related Sub-Loan Group and (b) the remainder of the Available Distribution
Amount for the related Sub-Loan Group or after reduction thereof by the distributions to be made on such
Distribution in respect of interest on the related REMIC I Regular Interests, or, if both of such goals
cannot be accomplished within such requirement, such adjustment as is necessary shall be made to
accomplish goal 1 within such requirement. In the event of any conflict among the provisions of the
definition of the REMIC I Y Principal Reduction Amounts, such conflict shall be resolved on the basis of
the goals and their priorities set forth above within the requirement set forth in the preceding
sentence.
REMIC I Y Regular Interests: REMIC I Regular Interests Y-1 and Y-2.
REMIC I Y-1 Principal Distribution Amount: For any Distribution Date, the excess, if any, of
the REMIC I Y-1 Principal Reduction Amount for such Distribution Date over the principal portion of
Realized Losses allocated to REMIC I Regular Interest Y-1 on such Distribution Date.
REMIC I Regular Interest Y-1: The uncertificated undivided beneficial interest in REMIC I which
constitutes a REMIC I Regular Interest and is entitled to distributions as set forth herein.
REMIC I Y-2 Principal Distribution Amount: For any Distribution Date, the excess, if any, of
the REMIC I Y-2 Principal Reduction Amount for such Distribution Date over the principal portion of
Realized Losses allocated to REMIC I Regular Interest Y-2 on such Distribution Date.
REMIC I Regular Interest Y-2: The uncertificated undivided beneficial interest in REMIC I which
constitutes a REMIC I Regular Interest and is entitled to distributions as set forth herein.
REMIC I Z Principal Reduction Amounts: For any Distribution Date, the amounts by which the
Uncertificated Principal Balances of the REMIC I Z Regular Interests will be reduced on such
Distribution Date by the allocation of Realized Losses and the distribution of principal, which shall be
in each case the excess of (A) the sum of (x) the excess of the REMIC I Available Distribution Amount
for the related Group (i.e. the “related Group” for REMIC I Regular Interest Z-1 is the Sub-Loan Group
II-1 Loans and the “related Group” for REMIC I Regular Interest Z-2 is the Sub-Loan Group II-2 Loans)
over the sum of the amounts thereof distributable (i) in respect of interest on such REMIC I Z Regular
Interest and the related REMIC I Y Regular Interest and (ii) to such REMIC I Z Regular Interest and the
related REMIC I Y Regular Interest pursuant to clause (d)(i) of the definition of “REMIC I DistributionAmount” and (y) the amount of Realized Losses allocable to principal for the related Group over (B) the
REMIC I Y Principal Reduction Amount for the related Group.
REMIC I Z Regular Interests: REMIC I Regular Interests Z-1 and Z-2.
REMIC I Z-1 Principal Distribution Amount: For any Distribution Date, the excess, if any, of
the REMIC I Z-1 Principal Reduction Amount for such Distribution Date over the principal portion of
Realized Losses allocated to REMIC I Regular Interest Z-1 on such Distribution Date.
REMIC I Regular Interest Z-1: The uncertificated undivided beneficial interest in REMIC I
which constitutes a REMIC I Regular Interest and is entitled to distributions as set forth herein.
REMIC I Z-2 Principal Distribution Amount: For any Distribution Date, the excess, if any, of
the REMIC I Z-2 Principal Reduction Amount for such Distribution Date over the principal portion of
Realized Losses allocated to REMIC I Regular Interest Z-2 on such Distribution Date.
REMIC I Regular Interest Z-2: The uncertificated undivided beneficial interest in REMIC I
which constitutes a REMIC I Regular Interest and is entitled to distributions as set forth herein.
REMIC II: That group of assets contained in the Trust Fund designated as a REMIC consisting of
the REMIC I Regular Interests and any proceeds thereof.
REMIC II Available Distribution Amount: For any Distribution Date, the amounts deemed
distributed with respect to the REMIC I Regular Interests pursuant to Section 6.10.
REMIC II Distribution Amount: For any Distribution Date, the REMIC II Available Distribution
Amount shall be deemed distributed by REMIC II to REMIC IV on account of the REMIC II Regular Interests
and to the Class R Certificates in respect of Component II thereof, as follows:
(a) to each REMIC II Regular Interest in respect of Uncertificated Interest thereon and the
Uncertificated Principal Balance thereof, the amount distributed in respect of interest and principal on
the Related Class or Classes of Certificates (with such amounts having the same character as interest or
principal with respect to the REMIC II Regular Interest as they have with respect to the Related
Certificate or Certificates); and
(b) any remaining amount of the REMIC II Available Distribution Amount shall be distributed to
the holders of the Class R Certificates in respect of Component II thereof.
REMIC II Interests: The REMIC II Regular Interests and Component II of the Class R
Certificates.
REMIC II Regular Interest: Any of the separate non-certificated beneficial ownership interests
in REMIC II set forth in Section 5.01(c)(ii) and issued hereunder and designated as a “regular interest”
in REMIC II. Each REMIC II Regular Interest shall accrue interest at the Uncertificated Pass-Through
Rate specified for such REMIC II Interest in Section 5.01(c)(ii), and shall be entitled to distributions
of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in Section 5.01(c)(ii). The designations for the
respective REMIC II Regular Interests are set forth in Section 5.01(c)(ii).
REMIC III: The segregated pool of assets, with respect to which a REMIC election is made
pursuant to this Agreement, consisting of: (a) the Group I Mortgage Loans and the related Mortgage Files
and collateral securing such Group I Mortgage Loans, (b) all payments on and collections in respect of
the Group I Mortgage Loans due after the Cut off Date as shall be on deposit in the Distribution Account
and identified as belonging to the Trust Fund, (c) property that secured a Group I Mortgage Loan and
that has been acquired for the benefit of the Certificateholders by foreclosure or deed in lieu of
foreclosure, (d) the hazard insurance policies and Primary Mortgage Insurance Policies, if any, related
to the Group I Mortgage Loans and (e) all proceeds of clauses (a) through (d) above.
REMIC III Available Distribution Amount: For any Distribution Date, the Available Funds for
Loan Group I.
REMIC III Distribution Amount: For any Distribution Date, the REMIC III Available Distribution
Amount shall be distributed by REMIC III to REMIC IV on account of the REMIC III Regular Interests and
to the Class R Certificates in respect of Component III thereof, in the following order of priority:
1. to REMIC IV as the holder of the REMIC III Regular Interests, pro rata, in an amount
equal to (A) their Uncertificated Accrued Interest for such Distribution Date, plus (B) any amounts in
respect thereof remaining unpaid from previous Distribution Dates; and
2. to REMIC IV as the holder of the REMIC III Regular Interests, in an amount equal to
the remainder of the REMIC III Available Distribution Amount after the distributions made pursuant to
clause (1) above, allocated as follows:
(A) in respect of REMIC III Regular Interest LT2, REMIC III Regular Interest LT3 and REMIC
III Regular Interest LT4, their respective Principal Distribution Amounts;
(B) in respect of REMIC III Regular Interest LT1 any remainder until the Uncertificated
Principal Balance thereof is reduced to zero; and
(C) any remainder in respect of REMIC III Regular Interest LT2, REMIC III Regular Interest
LT3 and REMIC III Regular Interest LT4, pro rata according to their respective Uncertificated Principal
Balances as reduced by the distributions deemed made pursuant to (i) above, until their respective
Uncertificated Principal Balances are reduced to zero; and
3. any remaining amounts to the Holders of the Class R Certificates in respect of
Component III thereof.
REMIC III Interests: The REMIC III Regular Interests and Component III of the Class R
Certificates.
REMIC III Principal Reduction Amounts: For any Distribution Date, the amounts by which the
principal balances of the REMIC III Regular Interests LT1, LT2, LT3 and LT4, respectively, will be
reduced on such Distribution Date by the allocation of Realized Losses and the distribution of
principal, determined as follows:
For purposes of the succeeding formulas the following symbols shall have the meanings set forth
below:
Y1 = the principal balance of the REMIC III Regular Interest LT1 after distributions on the
prior Distribution Date.
Y2 = the principal balance of the REMIC III Regular Interest LT2 after distributions on the
prior Distribution Date.
Y3 = the principal balance of the REMIC III Regular Interest LT3 after distributions on the
prior Distribution Date.
Y4 = the principal balance of the REMIC III Regular Interest LT4 after distributions on the
prior Distribution Date (note: Y3 = Y4).
ΔY1 = the REMIC III Regular Interest LT1 Principal Reduction Amount.
ΔY2 = the REMIC III Regular Interest LT2 Principal Reduction Amount.
ΔY3 = the REMIC III Regular Interest LT3 Principal Reduction Amount.
ΔY4 = the REMIC III Regular Interest LT4 Principal Reduction Amount.
P0 = the aggregate principal balance of the REMIC III Regular Interests LT1, LT2, LT3 and
LT4 after distributions and the allocation of Realized Losses on the prior Distribution Date.
P1 = the aggregate principal balance of the REMIC III Regular Interests LT1, LT2, LT3 and
LT4 after distributions and the allocation of Realized Losses to be made on such Distribution Date.
ΔP = P0 - P1 = the aggregate of the REMIC III Regular Interests LT1, LT2, LT3 and LT4
Principal Reduction Amounts.
=the aggregate of the principal portions of Realized Losses to be allocated to, and the
principal distributions to be made on, the Group I Certificates on such Distribution Date (including
distributions of accrued and unpaid interest on the Class SB-I Certificates for prior Distribution
Dates).
R0 = the Net Rate Cap (stated as a monthly rate) after giving effect to amounts distributed
and Realized Losses allocated on the prior Distribution Date.
R1 = the Net Rate Cap (stated as a monthly rate) after giving effect to amounts to be
distributed and Realized Losses to be allocated on such Distribution Date.
α = (Y2 + Y3)/P0. The initial value of α on the Closing Date for use on the first
Distribution Date shall be 0.0001.
γ0 = the lesser of (A) the sum for all Classes of Group I Certificates, other than the
Class B-IO Certificates, of the product for each Class of (i) the monthly interest rate (as limited by
the Net Rate Cap, if applicable) for such Class applicable for distributions to be made on such
Distribution Date and (ii) the aggregate Certificate Principal Balance for such Class after
distributions and the allocation of Realized Losses on the prior Distribution Date and (B) R0*P0.
γ1 = the lesser of (A) the sum for all Classes of Group I Certificates, other than the
Class B-IO Certificates, of the product for each Class of (i) the monthly interest rate (as limited by
the Net Rate Cap, if applicable) for such Class applicable for distributions to be made on the next
succeeding Distribution Date and (ii) the aggregate Certificate Principal Balance for such Class after
distributions and the allocation of Realized Losses to be made on such Distribution Date and (B) R1*P1.
Then, based on the foregoing definitions:
ΔY1 = ΔP - ΔY2 - ΔY3 - ΔY4;
ΔY2 = (α/2){( γ0R1 - γ1R0)/R0R1};
ΔY3 = αΔP - ΔY2; and
ΔY4 = ΔY3.
if both ΔY2 and ΔY3, as so determined, are non-negative numbers. Otherwise:
(1)If ΔY2, as so determined, is negative, then
ΔY2 = 0;
ΔY3 = α{γ1R0P0 - γ0R1P1}/{γ1R0};
ΔY4 = ΔY3; and
ΔY1 = ΔP - ΔY2 - ΔY3 - ΔY4.
(2)If ΔY3, as so determined, is negative, then
ΔY3 = 0;
ΔY2 = α{γ0R1P1 - γ1R0P0}/{2R1R0P1 - γ1R0};
ΔY4 = ΔY3; and
ΔY1 = ΔP - ΔY2 - ΔY3 - ΔY4.
REMIC III Realized Losses: For any Distribution Date, Realized Losses on the Group I Mortgage
Loans for the related Due Period shall be allocated, as follows: (i) the interest portion of Realized
Losses, if any, shall be allocated pro rata to accrued interest on the REMIC III Regular Interests to
the extent of such accrued interest, and (ii) any remaining interest portions of Realized Losses and any
principal portions of Realized Losses shall be treated as principal portions of Realized Losses and
allocated (i) to the REMIC III Regular Interest LT2, REMIC III Regular Interest LT3 and REMIC III
Regular Interest LT4, pro rata according to their respective Principal Reduction Amounts, provided that
such allocation to each of the REMIC III Regular Interest LT2, REMIC III Regular Interest LT3 and REMIC
III Regular Interest LT4 shall not exceed their respective Principal Reduction Amounts for such
Distribution Date, and (ii) any Realized Losses not allocated to any of REMIC III Regular Interest LT2,
REMIC III Regular Interest LT3 or REMIC III Regular Interest LT4 pursuant to the proviso of clause (i)
above shall be allocated to the REMIC III Regular Interest LT1.
REMIC III Regular Interest: Any of the separate non-certificated beneficial ownership interests
in REMIC III set forth in Section 5.01(c)(iii) and issued hereunder and designated as a “regular
interest” in REMIC III. Each REMIC III Regular Interest shall accrue interest at the Uncertificated
Pass-Through Rate specified for such REMIC III Interest in Section 5.01(c)(iii), and shall be entitled
to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal
to its initial Uncertificated Principal Balance as set forth in Section 5.01(c)(iii). The designations
for the respective REMIC III Regular Interests are set forth in Section 5.01(c)(iii).
REMIC III Regular Interest LT1: A regular interest in REMIC III that is held as an asset of
REMIC IV, that has an initial principal balance equal to the related Uncertificated Principal Balance,
that bears interest at the related Uncertificated Pass-Through Rate, and that has such other terms as
are described herein.
REMIC III Regular Interest LT1 Principal Distribution Amount: For any Distribution Date, the
excess, if any, of the REMIC III Regular Interest LT1 Principal Reduction Amount for such Distribution
Date over the Realized Losses allocated to the REMIC III Regular Interest LT1 on such Distribution Date.
REMIC III Regular Interest LT2: A regular interest in REMIC III that is held as an asset of
REMIC IV, that has an initial principal balance equal to the related Uncertificated Principal Balance,
that bears interest at the related Uncertificated Pass-Through Rate, and that has such other terms as
are described herein.
REMIC III Regular Interest LT2 Principal Distribution Amount: For any Distribution Date, the
excess, if any, of the REMIC III Regular Interest LT2 Principal Reduction Amount for such Distribution
Date over the Realized Losses allocated to the REMIC III Regular Interest LT2 on such Distribution Date.
REMIC III Regular Interest LT3: A regular interest in REMIC III that is held as an asset of
REMIC IV, that has an initial principal balance equal to the related Uncertificated Principal Balance,
that bears interest at the related Uncertificated Pass-Through Rate, and that has such other terms as
are described herein.
REMIC III Regular Interest LT3 Principal Distribution Amount: For any Distribution Date, the
excess, if any, of the REMIC III Regular Interest LT3 Principal Reduction Amount for such Distribution
Date over the Realized Losses allocated to the REMIC III Regular Interest LT3 on such Distribution Date.
REMIC III Regular Interest LT4: A regular interest in REMIC III that is held as an asset of
REMIC IV, that has an initial principal balance equal to the related Uncertificated Principal Balance,
that bears interest at the related Uncertificated Pass-Through Rate, and that has such other terms as
are described herein.
REMIC III Regular Interest LT4 Principal Distribution Amount: For any Distribution Date, the
excess, if any, of the REMIC III Regular Interest LT4 Principal Reduction Amount for such Distribution
Date over the Realized Losses allocated to the REMIC III Regular Interest LT4 on such Distribution Date.
REMIC IV: That group of assets contained in the Trust Fund designated as a REMIC consisting of
the REMIC II Regular Interests and REMIC III Regular Interests and any proceeds thereof.
REMIC IV Available Distribution Amount: For any Distribution Date, the amounts deemed
distributed with respect to the REMIC II Regular Interests and REMIC III Regular Interests pursuant to
Section 6.10.
REMIC IV Distribution Amount: For any Distribution Date, the REMIC IV Available Distribution
Amount shall be deemed distributed by REMIC IV to the holders of the Certificates (other than the Class
B-IO Certificates) on account of the REMIC IV Regular Interests (other than REMIC IV Regular Interests
B-IO-I and B-IO-P), to REMIC V on account of REMIC IV Regular Interests B-IO-I and B-IO-P and to the
Class R Certificates in respect of Component IV thereof, as follows: to each REMIC IV Regular Interest
in respect of Uncertificated Interest thereon and the Uncertificated Principal Balance thereof, the
amount distributed in respect of interest and principal on the Related Class or Classes of Certificates
(with such amounts having the same character as interest or principal with respect to the REMIC IV
Regular Interest as they have with respect to the Related Certificate or Certificates) with the
following exceptions: (1) No amount paid to any Certificate in respect of any Basis Risk Shortfall
Amount or Basis Risk Shortfall Carryforward Amount shall be included in the amount paid in respect of a
related REMIC IV Regular Interest and (2) amounts paid in respect of Basis Risk Shortfall Amounts and
Basis Risk Shortfall Carryforward Amounts to the extent not derived from any Cap Contract Payment Amount
shall be deemed paid with respect to REMIC IV Regular Interest B-IO-I in respect of accrued and unpaid
interest thereon. Any remaining amount of the REMIC IV Available Distribution Amount shall be
distributed to the holders of the Class R Certificates in respect of Component IV thereof.
REMIC IV Interests: The REMIC IV Regular Interests and Component IV of the Class R
Certificates.
REMIC IV Regular Interest: Any of the separate non-certificated beneficial ownership interests
in REMIC IV set forth in Section 5.01(c)(iv) and issued hereunder and designated as a “regular interest”
in REMIC IV. Each REMIC IV Regular Interest shall accrue interest at the Uncertificated Pass-Through
Rate specified for such REMIC IV Interest in Section 5.01(c)(iv), and shall be entitled to distributions
of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in Section 5.01(c)(iv). The designations for the
respective REMIC IV Regular Interests are set forth in Section 5.01(c)(iv).
REMIC V: That group of assets contained in the Trust Fund designated as a REMIC consisting of
REMIC IV Regular Interests B-IO-I and B-IO-P and any proceeds thereof.
REMIC V Available Distribution Amount: For any Distribution Date, the amounts deemed
distributed with respect to REMIC IV Regular Interests B-IO-I and B-IO-P pursuant to Section 6.10.
REMIC V Distribution Amount: For any Distribution Date, the REMIC V Available Distribution
Amount shall be deemed distributed by REMIC V to the holders of the Class B-IO Certificates on account
of the REMIC V Regular Interest.
REMIC V Interests: The REMIC V Regular Interest and the Class R-X Certificates.
REMIC V Regular Interest: The separate non-certificated beneficial ownership interest in REMIC
V set forth in Section 5.01(c)(v) and issued hereunder and designated as a “regular interest” in REMIC
V. The REMIC V Regular Interest shall accrue interest at the Uncertificated Pass-Through Rate specified
for such REMIC V Interest in Section 5.01(c)(v). The designation for the REMIC V Regular Interest is
set forth in Section 5.01(c)(v).
REO Property: A Mortgaged Property acquired in the name of the Trustee, for the benefit of
Certificateholders, by foreclosure or deed-in-lieu of foreclosure in connection with a defaulted
Mortgage Loan.
Reportable Event: As defined in Section 3.18(a)(ii).
Repurchase Price: With respect to any Mortgage Loan (or any property acquired with respect
thereto) required to be repurchased by the Sponsor (on its own behalf as a Seller and on behalf of
Master Funding) pursuant to the Mortgage Loan Purchase Agreement or Article II of this Agreement, an
amount equal to the excess of (i) the sum of (a) 100% of the Outstanding Principal Balance of such
Mortgage Loan as of the date of repurchase (or if the related Mortgaged Property was acquired with
respect thereto, 100% of the Outstanding Principal Balance at the date of the acquisition), (b) accrued
but unpaid interest on the Outstanding Principal Balance at the related Mortgage Interest Rate, through
and including the last day of the month of repurchase and (c) any costs and damages (if any) incurred by
the Trust in connection with any violation of such Mortgage Loan of any predatory or abusive lending
laws over (ii) any portion of the Master Servicing Compensation, Servicing Fee, Monthly Advances and
advances payable to the purchaser of the Mortgage Loan (if any).
Repurchase Proceeds: The Repurchase Price in connection with any repurchase of a Mortgage Loan
by the Sponsor (on its own behalf as a Seller and on behalf of Master Funding) and any cash deposit in
connection with the substitution of a Mortgage Loan, in each case in accordance with the Mortgage Loan
Purchase Agreement.
Request for Release: A request for release in the form attached hereto as Exhibit D-1 and
Exhibit D-2, as applicable.
Required Insurance Policy: With respect to any Mortgage Loan, any insurance policy which is
required to be maintained from time to time under this Agreement with respect to such Mortgage Loan.
Reserve Fund: The separate trust account created and maintained by the Securities
Administrator pursuant to Section 4.06 hereof.
Residual Certificate: Any of the Class R Certificates, consisting of five
components-Component I, Component II, Component III and Component IV-respectively representing ownership
of the sole class of residual interest in each of REMIC I, REMIC II, REMIC III and REMIC IV, and the
Class R-X Certificates representing ownership of the sole class of residual interest in REMIC V.
Responsible Officer: Any officer assigned to the Corporate Trust Office of the Trustee or the
Securities Administrator, as the case may be (or any successor thereto), including any Vice President,
Assistant Vice President, Trust Officer, any Assistant Secretary, any trust officer or any other officer
of the Trustee or the Securities Administrator, as the case may be, customarily performing functions
similar to those performed by any of the above designated officers and having direct responsibility for
the administration of this Agreement, and any other officer of the Trustee or the Securities
Administrator, as the case may be, to whom a matter arising hereunder may be referred because of such
officer's knowledge of and familiarity with the particular subject.
Rule 144A Certificate: The certificate to be furnished by each purchaser of a Private
Certificate (which is also a Physical Certificate) which is a Qualified Institutional Buyer as defined
under Rule 144A promulgated under the Securities Act, substantially in the form set forth as Exhibit F-2
hereto.
S&P: Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., and its successors in
interest.
Sarbanes-Oxley Act: The Sarbanes-Oxley Act of 2002 and the rules and regulations of the
Commission promulgated thereunder (including any interpretation thereof by the Commission's staff).
Sarbanes-Oxley Certification: As defined in Section 3.18(a)(iii).
Scheduled Payment: With respect to any Mortgage Loan and any Due Period, the scheduled payment
or payments of principal and interest due during such Due Period on such Mortgage Loan which either is
payable by a Mortgagor in such Due Period under the related Mortgage Note or, in the case of REO
Property, would otherwise have been payable under the related Mortgage Note.
Scheduled Principal: The principal portion of any Scheduled Payment.
Securities Act: The Securities Act of 1933, as amended.
Securities Administrator: Wells Fargo Bank, National Association, in its capacity as paying
agent or securities administrator (as applicable) hereunder, or its successor in interest, or any
successor securities administrator or paying agent appointed as herein provided.
Securities Administrator Information: As defined in Section 3.18(c).
Securities Legend: “THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE
HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS
AND ONLY (1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A “QIB”),
PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS
INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A OR (2) IN CERTIFICATED FORM TO AN “INSTITUTIONAL ACCREDITED INVESTOR” WITHIN THE MEANING
THEREOF IN RULE 501(a)(1), (2), (3) or (7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF
THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE
SECURITIES ACT, SUBJECT TO (A) THE RECEIPT BY THE SECURITIES ADMINISTRATOR OF A LETTER SUBSTANTIALLY IN
THE FORM PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT BY THE SECURITIES ADMINISTRATOR OF SUCH OTHER
EVIDENCE ACCEPTABLE TO THE SECURITIES ADMINISTRATOR THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN
COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL
APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE
MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT (A “PLAN”) THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, AND/OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”), OR BY A PERSON USING “PLAN ASSETS” OF A PLAN, UNLESS THE PROPOSED TRANSFEREE PROVIDES THE
SECURITIES ADMINISTRATOR WITH AN OPINION OF COUNSEL FOR THE BENEFIT OF THE TRUSTEE, MASTER SERVICER AND
THE SECURITIES ADMINISTRATOR AND ON WHICH THEY MAY RELY WHICH IS SATISFACTORY TO THE SECURITIES
ADMINISTRATOR THAT THE PURCHASE OF THIS CERTIFICATE IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE MASTER
SERVICER, THE TRUSTEE OR THE SECURITIES ADMINISTRATOR TO ANY OBLIGATION OR LIABILITY IN ADDITION TO
THOSE UNDERTAKEN IN THE AGREEMENT.
Security Instrument: A written instrument creating a valid first lien on a Mortgaged Property
securing a Mortgage Note, which may be any applicable form of mortgage, deed of trust, deed to secure
debt or security deed, including any riders or addenda thereto.
Seller: EMC or Master Funding, in each case, in its capacity as seller of the Mortgage Loans to
the Depositor.
Senior Certificates: The Group I Senior Certificates and Group II Senior Certificates.
Senior Interest Only Certificates: Each of the Class II-1X-1 and Class II-2X-1 Certificates.
Servicer Remittance Date: With respect to each Mortgage Loan and the applicable Servicer, the
date set forth in the related Servicing Agreement.
Servicers: Each of Countrywide, EMC, Homebanc, HSBC and Mid America and their respective
permitted successors and assigns.
Servicing Agreement: Each of the Countrywide Servicing Agreement, EMC Servicing Agreement,
Homebanc Servicing Agreement, HSBC Servicing Agreement and Mid America Servicing Agreement, in each case
as modified by the related Assignment Agreement.
Servicing Criteria: The "servicing criteria" set forth in Item 1122(d) of Regulation AB, as
such may be amended from time to time.
Servicing Fee: As to any Mortgage Loan and Distribution Date, an amount equal to the product
of (i) the Stated Principal Balance of such Mortgage Loan as of the Due Date in the prior calendar month
and (ii) the related Servicing Fee Rate.
Servicing Fee Rate: As to any Mortgage Loan, a per annum rate as set forth in the Mortgage
Loan Schedule.
Servicing Officer: The President or a Vice President or Assistant Vice President or other
authorized officer of the Master Servicer having direct responsibility for the administration of this
Agreement, and any other authorized officer of the Master Servicer to whom a matter arising hereunder
may be referred.
Special Hazard Loss: A Realized Loss attributable to damage or a direct physical loss suffered
by a mortgaged property (including any Realized Loss due to the presence or suspected presence of
hazardous wastes or substances on a mortgaged property) other than any such damage or loss covered by a
hazard policy or a flood insurance policy required to be maintained in respect of such mortgaged
property under the Agreement or any loss due to normal wear and tear or certain other causes.
Sponsor: EMC, as mortgage loan seller under the Mortgage Loan Purchase Agreement.
Startup Day:January 31, 2007.
Stated Principal Balance: With respect to any Group I Mortgage Loan or related REO Property and
any Distribution Date, the Outstanding Principal Balance thereof as of the Cut-off Date minus the sum of
(i) the principal portion of the Scheduled Payments due with respect to such Mortgage Loan during each
Due Period ending prior to such Distribution Date (and irrespective of any delinquency in their
payment), (ii) all Principal Prepayments with respect to such Mortgage Loan received prior to or during
the related Prepayment Period, and all Liquidation Proceeds to the extent applied by the related
Servicer as recoveries of principal in accordance with this Agreement or the applicable Servicing
Agreement with respect to such Mortgage Loan, that were received by the related Servicer as of the close
of business on the last day of the calendar month immediately preceding such Distribution Date and (iii)
any Realized Losses on such Mortgage Loan incurred during the prior calendar month.
The Stated Principal Balance of a Liquidated Mortgage Loan equals zero.
References herein to the Stated Principal Balance of a Loan Group or Sub-Loan Group at any time
shall mean the aggregate Stated Principal Balance of all Mortgage Loans in such Loan Group or Sub-Loan
Group.
Stepdown Date: The earlier to occur of (i) the Distribution Date on which the aggregate
Certificate Principal Balance of the Class I-A Certificates has been reduced to zero and (ii) the later
to occur of (a) the Distribution Date in February 2010 and (b) the first Distribution Date on which the
sum of the aggregate Certificate Principal Balance of the Class I-M-1, Class I-M-2, Class I-B-1, Class
I-B-2, Class I-B-3 and Class I-B-4 Certificates and the Overcollateralization Amount divided by the
Stated Principal Balance of the Mortgage Loans for such Distribution Date is greater than or equal to
19.00%.
Sub-Loan Group: Either of Sub-Loan Group II-1 or Sub-Loan Group II-2, as applicable.
Sub-Loan Group II-1: The group of Mortgage Loans designated as belonging to Sub-Loan
Group II-1 on the Mortgage Loan Schedule.
Sub-Loan Group II-1 Certificates: The Class II-1A-1, Class II-1A-2 and Class II-1X-1
Certificates.
Sub-Loan Group II-2: The group of Mortgage Loans designated as belonging to Sub-Loan
Group II-2 on the Mortgage Loan Schedule.
Sub-Loan Group II-2 Certificates: The Class II-2A-1, Class II-2A-2 and Class II-2X-1
Certificates.
Subordinate Certificate Writedown Amount: With respect to the Group II Subordinate
Certificates and as to any Distribution Date, the amount by which (i) the sum of the Certificate
Principal Balances of the Group II Certificates (after giving effect to the distribution of principal and
the allocation of applicable Realized Losses in reduction of the Certificate Principal Balances of the
Group II Certificates on such Distribution Date) exceeds (y) the aggregate Stated Principal Balances of
the Group II Mortgage Loans on the Due Date related to such Distribution Date.
Subordinate Certificates: The Group I Subordinate Certificates and the Group II Subordinate
Certificates.
Subsequent Recoveries: As of any Distribution Date, amounts received during the related
Prepayment Period by the Master Servicer (net of any related expenses permitted to be reimbursed
pursuant to Section 4.05) or surplus amounts held by the Master Servicer to cover estimated expenses
(including, but not limited to, recoveries in respect of the representations and warranties made by the
Sponsor or Master Funding pursuant to the Mortgage Loan Purchase Agreement) specifically related to a
Liquidated Mortgage Loan or the disposition of an REO Property prior to the related Prepayment Period
that resulted in a Realized Loss, after liquidation or disposition of such Mortgage Loan.
Substitute Mortgage Loan: A mortgage loan tendered to the Trustee pursuant to the related
Servicing Agreement, the Mortgage Loan Purchase Agreement or Section 2.04 of this Agreement, as
applicable, in each case, (i) which has an Outstanding Principal Balance not greater nor materially less
than the Mortgage Loan for which it is to be substituted; (ii) which has a Mortgage Interest Rate and
Net Rate not less than, and not materially greater than, such Mortgage Loan; (iii) which has a maturity
date not materially earlier or later than such Mortgage Loan and not later than the latest maturity date
of any Mortgage Loan; (iv) which is of the same property type and occupancy type as such Mortgage Loan;
(v) which has a Loan-to-Value Ratio not greater than the Loan-to-Value Ratio of such Mortgage Loan;
(vi) which is current in payment of principal and interest as of the date of substitution; (vii) as to
which the payment terms do not vary in any material respect from the payment terms of the Mortgage Loan
for which it is to be substituted and (viii) which has a Gross Margin, Periodic Rate Cap and Maximum
Lifetime Mortgage Rate no less than those of such Mortgage Loan, has the same Index and interval between
Interest Adjustment Dates as such Mortgage Loan, and a Minimum Lifetime Mortgage Rate no lower than that
of such Mortgage Loan.
Substitution Adjustment Amount: The amount, if any, required to be paid by the Mortgage Loan
Seller to the Securities Administrator for deposit in the Distribution Account pursuant to Section 2.04
in connection with the substitution of a Mortgage Loan.
Tax Administration and Tax Matters Person: The Securities Administrator and any successor
thereto or assignee thereof shall serve as tax administrator hereunder and as agent for the Tax Matters
Person. The Holder of the largest percentage interest of each Class of Residual Certificates shall be
the Tax Matters Person for the related 2007-1 REMIC, as more particularly set forth in Section 9.10
hereof.
Termination Purchase Price: The price, calculated as set forth in Section 10.01, to be paid in
connection with the repurchase of the Mortgage Loans pursuant to Section 10.01.
Trigger Event: With respect to any Distribution Date, an event that exists if (i) the
percentage obtained by dividing (x) the aggregate Stated Principal Balance of the Group I Mortgage Loans
that are 60 or more days Delinquent (including for this purpose any such Mortgage Loans in bankruptcy or
foreclosure and the Group I Mortgage Loans with respect to which the related Mortgaged Property has been
acquired by the Trust) by (y) the aggregate Stated Principal Balance of the Group I Mortgage Loans in
the mortgage pool, in each case, as of the close of business on the last day of the prior calendar
month, exceeds 36.80% of the Current Specified Enhancement Percentage or (ii) the aggregate amount of
Realized Losses on the Group I Mortgage Loans since the Cut-off Date as a percentage of the aggregate
Stated Principal Balance of the Group I Mortgage Loans as of the Cut-off Date exceeds the applicable
percentage set forth below:
Months Percentage
37 - 48 0.70%
49 - 60 1.25%
61 - 72 1.80%
73-84 2.10%
84+ 2.15%
Trust Fund or Trust: The corpus of the trust created by this Agreement, consisting of the
Mortgage Loans and the other assets described in Section 2.01(a).
Trustee: Citibank, N.A., or its successor in interest, or any successor trustee appointed as
herein provided.
2007-1 REMIC: Any of REMIC I, REMIC II, REMIC III, REMIC IV and REMIC V.
Uncertificated Interest: With respect to each REMIC Regular Interest on each Distribution Date,
an amount equal to one month’s interest at the related Uncertificated Pass-Through Rate on the
Uncertificated Principal Balance of such REMIC Regular Interest. In each case, for purposes of the
distributions, Uncertificated Interest will be reduced by the interest portion of any Realized Losses
and Net Interest Shortfalls allocated, with respect to the REMIC I Regular Interests, to such REMIC
Regular Interests pursuant to the definition of Realized Losses, with respect to the REMIC III Regular
Interests, to such REMIC Regular Interests pursuant to the definition of REMIC III Realized Losses and,
with respect to the REMIC II Regular Interests, REMIC IV Regular Interests and REMIC V Regular Interest,
to the Related Classes of Certificates.
Uncertificated Pass-Through Rate: With respect to any Distribution Date and REMIC Interest, the
pass-through rate of each such REMIC Interest set forth in Section 5.01(c).
Uncertificated Principal Balance: The amount of any REMIC Regular Interest outstanding as of
any date of determination. As of the Closing Date, the Uncertificated Principal Balance of each REMIC I
Regular Interest shall equal the amount set forth in Section 5.01(c)(i) as its Initial Uncertificated
Principal Balance. On each Distribution Date, the Uncertificated Principal Balance of each REMIC I
Regular Interest shall be reduced by the sum of (i) the principal portion of Realized Losses allocated
to the REMIC I Regular Interests in accordance with the definition of Realized Loss and (ii) the amounts
deemed distributed on each Distribution Date in respect of principal on the REMIC I Regular Interests
pursuant to Section 6.10. As of the Closing Date, the Uncertificated Principal Balance of each REMIC II
Regular Interest shall equal the amount set forth in the Section 5.01(c)(ii) hereto as its Initial
Uncertificated Principal Balance. On each Distribution Date, the Uncertificated Principal Balance of
each REMIC II Regular Interest shall be reduced first, by the portion of Realized Losses allocated, in
reduction of the Certificate Principal Balances of the Related Classes of Certificates on such
Distribution Date and, second, by the amounts deemed distributed on each Distribution Date in respect of
principal on the REMIC II Regular Interests pursuant to Section 6.10. As of the Closing Date, the
Uncertificated Principal Balance of each REMIC III Regular Interest shall equal the amount set forth in
the Section 5.01(c)(iii) hereto as its Initial Uncertificated Principal Balance. On each Distribution
Date, the Uncertificated Principal Balance of each REMIC III Regular Interest shall be reduced by the
sum of (i) the principal portion of Realized Losses allocated to the REMIC III Regular Interests in
accordance with the definition of REMIC III Realized Loss and (ii) the amounts deemed distributed on
each Distribution Date in respect of principal on the REMIC III Regular Interests pursuant to Section
6.10. As of the Closing Date, the Uncertificated Principal Balance of each REMIC IV Regular Interest
shall equal the amount set forth in the Section 5.01(c)(v) hereto as its Initial Uncertificated
Principal Balance. On each Distribution Date, the Uncertificated Principal Balance of each REMIC IV
Regular Interest shall be reduced, first, by the portion of Realized Losses allocated in reduction of
the Certificate Principal Balances of the Related Classes of Certificates on such Distribution Date and,
second, by all distributions of principal made on such Related Classes of Certificates on such
Distribution Date. As of the Closing Date, the Uncertificated Principal Balance of the REMIC V Regular
Interest shall equal the amount set forth in Section 5.01(c)(vi) as its Initial Uncertificated Principal
Balance.
Undercollateralized Amount: With respect any Certificate Group in Loan Group II and any
Distribution Date, the excess of (i) the aggregate Certificate Principal Balance of such Certificate
Group over (ii) the aggregate Stated Principal Balance of the Mortgage Loans in the related Sub-Loan
Group.
Uninsured Cause: Any cause of damage to a Mortgaged Property or related REO Property such that
the complete restoration of such Mortgaged Property or related REO Property is not fully reimbursable by
the hazard insurance policies required to be maintained pursuant the Servicing Agreement, without regard
to whether or not such policy is maintained.
United States Person: A citizen or resident of the United States, a corporation or partnership
(including an entity treated as a corporation or partnership for federal income tax purposes) created or
organized in, or under the laws of, the United States or any state thereof or the District of Columbia
(except, in the case of a partnership, to the extent provided in regulations), provided that, for
purposes solely of the Residual Certificates, no partnership or other entity treated as a partnership
for United States federal income tax purposes shall be treated as a United States Person unless all
persons that own an interest in such partnership either directly or through any entity that is not a
corporation for United States federal income tax purposes are United States Persons, or an estate whose
income is subject to United States federal income tax regardless of its source, or a trust if a court
within the United States is able to exercise primary supervision over the administration of the trust
and one or more such United States Persons have the authority to control all substantial decisions of
the trust. To the extent prescribed in regulations by the Secretary of the Treasury, which have not yet
been issued, a trust which was in existence on August 20, 1996 (other than a trust treated as owned by
the grantor under subpart E of part I of subchapter J of chapter 1 of the Code), and which was treated
as a United States person on August 20, 1996 may elect to continue to be treated as a United States
person notwithstanding the previous sentence.
Unpaid Realized Loss Amount: With respect to any Distribution Date and any Class of Group I
Offered Certificates and the Class I-B-4 Certificates, is the excess of (i) Applied Realized Loss
Amounts with respect to such Class over (ii) the sum of all distributions in reduction of the Applied
Realized Loss Amounts on all previous Distribution Dates. Any amounts distributed to a Class of Group I
Offered Certificates and the Class I-B-4 Certificates in respect of any Unpaid Realized Loss Amount will
not be applied to reduce the Certificate Principal Balance of such Class.
ARTICLE II
Conveyance of Mortgage Loans;
Original Issuance of Certificates
Section 2.01. Conveyance of Mortgage Loans to Trustee. (a) The Depositor concurrently with
the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse
all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan
Schedule, including all interest and principal due with respect to the Mortgage Loans after the Cut-off
Date, but excluding any payments of principal and interest due on or prior to the Cut-off Date; (ii)
such assets as shall from time to time be credited or are required by the terms of this Agreement to be
credited to the Distribution Account (iii) such assets relating to the Mortgage Loans as from time to
time may be held by the Servicers in Protected Accounts and the Securities Administrator in the
Distribution Account in the name of the Trustee on behalf of the Trust for the benefit of the
Certificateholders and the Securities Administrator in the Reserve Fund in the name of the Trustee on
behalf of the Trust for the benefit of the Group I Offered, Class I-B-4 and Class B-IO
Certificateholders, (iv) any REO Property, (v) the Required Insurance Policies and any amounts paid or
payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto),
(vi) the Mortgage Loan Purchase Agreement, (vii) the rights with respect to the Servicing Agreements as
assigned to the Trustee on behalf of the Trust for the benefit of the Certificateholders by the
Assignment Agreements and the rights of the Depositor under the EMC Servicing Agreement, (viii) such
assets as shall from time to time be credited or are required by the terms of this Agreement to be
credited to the Distribution Account and the Reserve Fund and (ix) any proceeds of the foregoing.
Although it is the intent of the parties to this Agreement that the conveyance of the Depositor’s right,
title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this
Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is
deemed to be a loan, it is the intent of the parties to this Agreement that the Depositor shall be
deemed to have granted to the Trustee a first priority perfected security interest in all of the
Depositor’s right, title and interest in, to and under the Mortgage Loans and other assets in the Trust
Fund, and that this Agreement shall constitute a security agreement under applicable law. The
Depositor, the Seller and the Trustee agree that it is not intended that any Mortgage Loan be conveyed
to the Trust that is either (i) a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act
effective November 27, 2003, (ii) a “High-Cost Home Loan” as defined in the New Mexico Home Loan
Protection Act effective January 1, 2004 (iii) a “High Cost Home Mortgage Loan” as defined in the
Massachusetts Predatory Home Loan Practices Act effective November 7, 2004 or (iv) a “High-Cost Home
Loan” as defined by the Indiana High Cost Home Loan Law effective January 1, 2005.
(b) In connection with the above transfer and assignment, the Sponsor hereby deposits with
the Trustee or the related Custodian, on behalf of the Trustee, with respect to each Mortgage Loan:
(i) the original Mortgage Note, endorsed without recourse (A) to the order of the
Trustee or (B) in the case of a Mortgage Loan registered on the MERS system, in blank, and in each case
showing an unbroken chain of endorsements from the originator thereof to the Person endorsing it to the
Trustee, or lost note affidavit together with a copy of the related Mortgage Note,
(ii) the original Mortgage and, if the related Mortgage Loan is a MOM Loan, noting
the presence of the MIN and language indicating that such Mortgage Loan is a MOM Loan, which shall have
been recorded (or if the original is not available, a copy), with evidence of such recording indicated
thereon (or if clause (w) in the proviso below applies, shall be in recordable form),
(iii) unless the Mortgage Loan is assigned in the name of MERS, a certified copy of
the assignment (which may be in the form of a blanket assignment if permitted in the jurisdiction in
which the Mortgaged Property is located) to “Citibank, N.A., as Trustee”, with evidence of recording
with respect to each Mortgage Loan in the name of the Trustee thereon (or if clause (w) in the proviso
below applies or for Mortgage Loans with respect to which the related Mortgaged Property is located in a
state other than Maryland, Tennessee, South Carolina, Mississippi and Florida, or an Opinion of Counsel
has been provided as set forth in this Section 2.01(b), shall be in recordable form),
(iv) all intervening assignments of the Security Instrument, if applicable and only
to the extent available to the Depositor with evidence of recording thereon,
(v) the original or a copy of the policy or certificate of primary mortgage
guaranty insurance, to the extent available, if any,
(vi) the original policy of title insurance or mortgagee’s certificate of title
insurance or commitment or binder for title insurance, and
(vii) originals of all modification agreements, if applicable and available.
provided, however, that in lieu of the foregoing, the Depositor may deliver the following documents,
under the circumstances set forth below: (w) in lieu of the original Security Instrument, assignments
to the Trustee or intervening assignments thereof which have been delivered, are being delivered or
will, upon receipt of recording information relating to the Security Instrument required to be included
thereon, be delivered to recording offices for recording and have not been returned to the Depositor in
time to permit their delivery as specified above, the Depositor may deliver, or cause to be delivered, a
true copy thereof with a stamp on the face of such copy, substantially as follows: “Certified to be a
true and correct copy of the original”; (x) in lieu of the Security Instrument, assignment to the
Trustee or intervening assignments thereof, if the applicable jurisdiction retains the originals of such
documents (as evidenced by a certification from the Depositor to such effect) the Depositor may deliver
photocopies of such documents containing an original certification by the judicial or other governmental
authority of the jurisdiction where such documents were recorded; and (y) the Depositor shall not be
required to deliver intervening assignments or Mortgage Note endorsements between the applicable Seller
and the Depositor, and between the Depositor and the Trustee; and provided, further, however, that in
the case of Mortgage Loans which have been prepaid in full after the Cut-off Date and prior to the
Closing Date, the Depositor, in lieu of delivering the above documents, may deliver to the Trustee or
the Custodian, on its behalf, a certification to such effect and shall deposit all amounts paid in
respect of such Mortgage Loans in the Distribution Account on the Closing Date. The Depositor shall
deliver such original documents (including any original documents as to which certified copies had
previously been delivered) to the Trustee or the Custodian, on its behalf, promptly after they are
received. The Depositor shall cause the Sponsor (on its own behalf and on behalf of Master Funding), at
its expense, to cause each assignment of the Security Instrument to the Trustee to be recorded not later
than 180 days after the Closing Date, unless (a) such recordation is not required by the Rating Agencies
or an Opinion of Counsel addressed to the Trustee has been provided to the Trustee (with a copy to the
Custodian) which states that recordation of such Security Instrument is not required to protect the
interests of the Certificateholders in the related Mortgage Loans or (b) MERS is identified on the
Mortgage or on a properly recorded assignment of the Mortgage as the mortgagee of record solely as
nominee for the Sponsor and Master Funding and its successor and assigns; provided, however, that each
assignment shall be submitted for recording by the Sponsor (on its own behalf and on behalf of Master
Funding) in the manner described above, at no expense to the Trust or the Trustee or the Custodian, on
its behalf, upon the earliest to occur of: (i) reasonable direction by the Holders of Certificates
evidencing Fractional Undivided Interests aggregating not less than 25% of the Trust, (ii) the
occurrence of an Event of Default, (iii) the occurrence of a bankruptcy, insolvency or foreclosure
relating to the Sponsor and (iv) the occurrence of a servicing transfer as described in Section 8.02
hereof.
Section 2.02. Acceptance of Mortgage Loans by Trustee. (a) The Trustee acknowledges the
sale, transfer and assignment of the Trust Fund to it (or the Custodian, on its behalf) by the Depositor
and receipt of, subject to further review and the exceptions which may be noted pursuant to the
procedures described below, and declares that it holds, the documents (or certified copies thereof)
delivered to it or the Custodian, on its behalf, pursuant to Section 2.01, and declares that it (or the
Custodian, on its behalf) will continue to hold those documents and any amendments, replacements or
supplements thereto and all other assets of the Trust Fund delivered to it (or the Custodian, on its
behalf) as Trustee in trust for the use and benefit of all present and future Holders of the
Certificates. On the Closing Date, with respect to the Mortgage Loans, the Custodian, shall acknowledge
with respect to each Mortgage Loan by delivery to the Depositor, the Master Servicer and the Trustee of
an Initial Certification substantially in the form of Exhibit One to the related Custodial Agreement,
receipt of the Mortgage File, but without review of such Mortgage File, except to the extent necessary
to confirm that such Mortgage File contains the related Mortgage Note or lost note affidavit. No later
than 90 days after the Closing Date (or with respect to any Substitute Mortgage Loan, within five
Business Days after the receipt by the Trustee or Custodian thereof), the Trustee agrees, for the
benefit of the Certificateholders, to review or cause to be reviewed by the Custodian on its behalf
(under the related Custodial Agreement), each Mortgage File delivered to it and to execute and deliver,
or cause to be executed and delivered, to the Depositor, the Master Servicer and the Trustee an Interim
Certification substantially in the form annexed as Exhibit Two to the related Custodial Agreement. In
conducting such review, the Trustee or Custodian, on behalf of the Trustee, will ascertain whether all
required documents have been executed and received, and based on the Mortgage Loan Schedule, whether
those documents relate, determined on the basis of the Mortgagor name, original principal balance and
loan number, to the Mortgage Loans it has received, as identified in the Mortgage Loan Schedule. In
performing any such review, the Trustee or the Custodian, on its behalf, may conclusively rely on the
purported due execution and genuineness of any such document and on the purported genuineness of any
signature thereon. If the Trustee or the Custodian, on its behalf, finds any document constituting part
of the Mortgage File has not been executed or received, or to be unrelated, determined on the basis of
the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified in
Exhibit B, or to appear defective on its face (i.e. torn, mutilated, or otherwise physically altered) (a
“Material Defect”), the Trustee or the Custodian, on its behalf, shall upon completion of the review of
all files, but in no event later than 90 days after the Closing Date, notify the Sponsor. In accordance
with the Mortgage Loan Purchase Agreement, the Sponsor (on its own behalf and on behalf of Master
Funding) shall correct or cure any such defect within ninety (90) days from the date of notice from the
Trustee or the Custodian, on its behalf, of the defect and if the Sponsor (on its own behalf and on
behalf of Master Funding) fails to correct or cure the defect within such period, and such defect
materially and adversely affects the interests of the Certificateholders in the related Mortgage Loan,
the Trustee or the Custodian, on its behalf, shall enforce the Sponsor’s obligation pursuant to the
Mortgage Loan Purchase Agreement within 90 days from the Trustee’s or the Custodian’s notification, to
purchase such Mortgage Loan (on its own behalf and on behalf of Master Funding) at the Repurchase Price;
provided that, if such defect would cause the Mortgage Loan to be other than a “qualified mortgage” as
defined in Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4),
(5), (6), (7) and (9), without reliance on the provisions of Treasury Regulation Section 1.860G-2(a)(3)
or Treasury Regulation Section 1.860G-2(f)(2) or any other provision that would allow a Mortgage Loan to
be treated as a “qualified mortgage” notwithstanding its failure to meet the requirements of Section
860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and
(9), any such cure or repurchase must occur within 90 days from the date such breach was discovered;
provided, however, that if such defect relates solely to the inability of the Sponsor (on its own behalf
and on behalf of Master Funding) to deliver the original Security Instrument or intervening assignments
thereof, or a certified copy because the originals of such documents, or a certified copy have not been
returned by the applicable jurisdiction, the Sponsor (on its own behalf and on behalf of Master Funding)
shall not be required to purchase such Mortgage Loan if the Sponsor delivers such original documents or
certified copy promptly upon receipt, but in no event later than 360 days after the Closing Date. The
foregoing repurchase obligation shall not apply in the event that the Sponsor (on its own behalf and on
behalf of Master Funding) cannot deliver such original or copy of any document submitted for recording
to the appropriate recording office in the applicable jurisdiction because such document has not been
returned by such office; provided that the Sponsor (on its own behalf and on behalf of Master Funding)
shall instead deliver a recording receipt of such recording office or, if such receipt is not available,
a certificate confirming that such documents have been accepted for recording, and delivery to the
Trustee or the Custodian, on its behalf, shall be effected by the Sponsor (on its own behalf and on
behalf of Master Funding) within thirty days of its receipt of the original recorded document.
(b) No later than 180 days after the Closing Date (or with respect to any Substitute
Mortgage Loan, within five Business Days after the receipt by the Trustee or the Custodian thereof), the
Trustee or the Custodian, on its behalf, will review, for the benefit of the Certificateholders, the
Mortgage Files delivered to it and will execute and deliver or cause to be executed and delivered to the
Depositor, the Master Servicer and the Trustee a Final Certification, substantially in the form annexed
as Exhibit Three to the related Custodial Agreement. In conducting such review, the Trustee or the
Custodian, on its behalf, will ascertain whether an original of each document required to be recorded
has been returned from the recording office with evidence of recording thereon or a certified copy has
been obtained from the recording office. If the Trustee or the Custodian, on its behalf, finds a
Material Defect, the Trustee or the Custodian, on its behalf, shall upon completion of the review of all
files, but in no event later than 180 days after the Closing Date, notify the Sponsor (provided,
however, that with respect to those documents described in Sections 2.01(b)(iv), (v) and (vii), the
Trustee’s and Custodian’s obligations shall extend only to the documents actually delivered to the
Trustee or the Custodian, on behalf of the Trustee, pursuant to such Sections). In accordance with the
Mortgage Loan Purchase Agreement the Sponsor (on its own behalf and on behalf of Master Funding) shall
correct or cure any such defect within 90 days from the date of notice from the Trustee or the
Custodian, on its behalf, of the Material Defect and if the Sponsor (on its own behalf and on behalf of
Master Funding) is unable to cure such defect within such period, and if such defect materially and
adversely affects the interests of the Certificateholders in the related Mortgage Loan, the Trustee
shall enforce the Sponsor’s obligation under the Mortgage Loan Purchase Agreement to provide (on its own
behalf and on behalf of Master Funding) a Substitute Mortgage Loan (if within two years of the Closing
Date) or purchase such Mortgage Loan at the Repurchase Price; provided, however, that if such defect
would cause the Mortgage Loan to be other than a “qualified mortgage” as defined in
Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7)
and (9), without reliance on the provisions of Treasury Regulation Section 1.860G-2(a)(3) or Treasury
Regulation Section 1.860G-2(f)(2) or any other provision that would allow a Mortgage Loan to be treated
as a “qualified mortgage” notwithstanding its failure to meet the requirements of Section 860G(a)(3)(A)
of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9), any such
cure, repurchase or substitution must occur within 90 days from the date such breach was discovered;
provided, further, that if such defect relates solely to the inability of the Sponsor (on its own behalf
and on behalf of Master Funding) to deliver the original Security Instrument or intervening assignments
thereof, or a certified copy, because the originals of such documents or a certified copy, have not been
returned by the applicable jurisdiction, the Sponsor (on its own behalf and on behalf of Master Funding)
shall not be required to purchase such Mortgage Loan, if the Sponsor (on its own behalf and on behalf of
Master Funding) delivers such original documents or certified copy promptly upon receipt, but in no
event later than 360 days after the Closing Date. The foregoing repurchase obligation shall not apply
in the event that the Sponsor (on its own behalf and on behalf of Master Funding) cannot deliver such
original or copy of any document submitted for recording to the appropriate recording office in the
applicable jurisdiction because such document has not been returned by such office; provided that the
Sponsor (on its own behalf and on behalf of Master Funding) shall instead deliver a recording receipt of
such recording office or, if such receipt is not available, a certificate confirming that such documents
have been accepted for recording, and delivery to the Trustee or the Custodian, on its behalf, shall be
effected by the Sponsor or Master Funding within thirty days of its receipt of the original recorded
document.
(c) In the event that a Mortgage Loan is purchased by the Sponsor (on its own behalf as a
Seller or on behalf of Master Funding) in accordance with Sections 2.02(a) or (b) above, the Sponsor
shall remit to the Securities Administrator, the Repurchase Price for deposit in the Distribution
Account and the Sponsor shall provide to the Securities Administrator and the Trustee written
notification detailing the components of the Repurchase Price. Upon deposit of the Repurchase Price in
the Distribution Account, the Depositor shall notify the Trustee and the Custodian, on behalf of the
Trustee (upon receipt of a Request for Release in the form of Exhibit D-1 or Exhibit D-2, as applicable,
attached hereto with respect to such Mortgage Loan), shall release to the Sponsor the related Mortgage
File and the Trustee shall execute and deliver all instruments of transfer or assignment, without
recourse, representation or warranty, furnished to it by the Sponsor, as are necessary to vest in the
Sponsor title to and rights under the Mortgage Loan. Such purchase shall be deemed to have occurred on
the date on which the Repurchase Price in available funds is received by the Securities Administrator.
The Sponsor shall amend the Mortgage Loan Schedule to reflect such repurchase and shall promptly notify
the Trustee, the Securities Administrator, the Master Servicer, the Custodian and the Rating Agencies of
such amendment. The obligation of the Sponsor to repurchase (on its own behalf and on behalf of Master
Funding) any Mortgage Loan as to which such a defect in a constituent document exists shall be the sole
remedy respecting such defect available to the Certificateholders or to the Trustee on their behalf.
Section 2.03. Assignment of Interest in the Mortgage Loan Purchase Agreement. (a) The
Depositor hereby assigns to the Trustee, on behalf of the Certificateholders, all of its right, title
and interest in the Mortgage Loan Purchase Agreement including but not limited to the Depositor’s rights
and obligations pursuant to the Servicing Agreements (noting that the Sponsor has retained the right in
the event of breach of the representations, warranties and covenants, if any, with respect to the
related Mortgage Loans of the related Servicer under the related Servicing Agreement to enforce (on its
own behalf and on behalf of Master Funding) the provisions thereof and to seek all or any available
remedies). The obligations of the Sponsor (on its own behalf and on behalf of Master Funding) to
substitute or repurchase, as applicable, a Mortgage Loan shall be the Trustee’s and the
Certificateholders’ sole remedy for any breach thereof. At the request of the Trustee, the Depositor
shall take such actions as may be necessary to enforce the above right, title and interest on behalf of
the Trustee and the Certificateholders or shall execute such further documents as the Trustee may
reasonably require in order to enable the Trustee to carry out such enforcement.
(b) If the Depositor, the Master Servicer, or the Trustee discovers a breach of any of the
representations and warranties set forth in the Mortgage Loan Purchase Agreement, which breach
materially and adversely affects the value of the interests of Certificateholders or the Trustee in the
related Mortgage Loan, the party discovering the breach shall give prompt written notice of the breach
to the other parties. The Sponsor (on its own behalf and on behalf of Master Funding), within 90 days
of its discovery or receipt of notice that such breach has occurred (whichever occurs earlier), shall
cure the breach in all material respects or, subject to the Mortgage Loan Purchase Agreement or
Section 2.04 of this Agreement, as applicable, shall purchase the Mortgage Loan or any property acquired
with respect thereto from the Trustee; provided, however, that if there is a breach of any
representation set forth in the Mortgage Loan Purchase Agreement or Section 2.04 of this Agreement, as
applicable, and the Mortgage Loan or the related property acquired with respect thereto has been sold,
then the Sponsor (on its own behalf and on behalf of Master Funding) shall pay, in lieu of the
Repurchase Price, any excess of the Repurchase Price over the Net Liquidation Proceeds received upon
such sale. (If the Net Liquidation Proceeds exceed the Repurchase Price, any excess shall be paid to
the Sponsor to the extent not required by law to be paid to the borrower.) Any such purchase by the
Sponsor (on its own behalf and on behalf of Master Funding) shall be made by providing an amount equal
to the Repurchase Price to the Securities Administrator for deposit in the Distribution Account and
written notification detailing the components of such Repurchase Price. The Depositor shall notify the
Trustee and submit to the Trustee or the Custodian, on its behalf, a Request for Release, and the
Trustee shall cause the Custodian to release, to the Sponsor the related Mortgage File and the Trustee
shall execute and deliver all instruments of transfer or assignment furnished to it by the Sponsor (on
its own behalf and on behalf of Master Funding), without recourse, representation or warranty as are
necessary to vest in the Sponsor title to and rights under the Mortgage Loan or any property acquired
with respect thereto. Such purchase shall be deemed to have occurred on the date on which the
Repurchase Price in available funds is received by the Securities Administrator. The Sponsor shall
amend the Mortgage Loan Schedule to reflect such repurchase and shall promptly notify the Trustee, the
Securities Administrator, the Master Servicer, each Custodian and the Rating Agencies of such
amendment. Enforcement of the obligation of the Sponsor (on its own behalf and on behalf of Master
Funding) to purchase (or substitute a Substitute Mortgage Loan for) any Mortgage Loan or any property
acquired with respect thereto (or pay the Repurchase Price as set forth in the above proviso) as to
which a breach has occurred and is continuing shall constitute the sole remedy respecting such breach
available to the Certificateholders or the Trustee on their behalf.
In connection with any repurchase of a Mortgage Loan pursuant to this Section 2.03, the Sponsor
(on its own behalf and on behalf of Master Funding) shall furnish to the Securities Administrator an
Officer’s Certificate, signed by a duly authorized officer of the Sponsor to the effect that such
repurchase has been made in accordance with the terms and conditions of this Agreement and that all
conditions precedent to such repurchase or substitution have been satisfied, including the delivery to
the Securities Administrator of the Purchase Price or Substitution Adjustment Amount, as applicable, for
deposit into the Distribution Account, together with copies of any Opinion of Counsel required to be
delivered pursuant to this Agreement and the related Request for Release. Solely for purposes of the
Securities Administrator providing an Assessment of Compliance, upon receipt of such documentation, the
Securities Administrator shall approve such repurchase, as applicable, and which approval shall consist
solely of the Securities Administrator’s receipt of such documentation and deposits. It is understood
and agreed that the obligation under this Agreement of the Sponsor (on its own behalf and on behalf of
Master Funding) to cure, repurchase or replace any Mortgage Loan as to which a breach has occurred and
is continuing shall constitute the sole remedies against the Sponsor and Master Funding respecting such
breach available to Certificateholders, the Depositor, the Trustee or the Securities Administrator.
Section 2.04. Substitution of Mortgage Loans. Notwithstanding anything to the contrary in
this Agreement, in lieu of purchasing a Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement
or Sections 2.02 or 2.03 of this Agreement, the Sponsor (on its own behalf and on behalf of Master
Funding) may, no later than the date by which such purchase by the Sponsor would otherwise be required,
tender to the Trustee a Substitute Mortgage Loan accompanied by a certificate of an authorized officer
of the Sponsor that such Substitute Mortgage Loan conforms to the requirements set forth in the
definition of “Substitute Mortgage Loan” in the Mortgage Loan Purchase Agreement or this Agreement, as
applicable; provided, however, that substitution pursuant to the Mortgage Loan Purchase Agreement or
Section 2.04 of this Agreement, as applicable, in lieu of purchase shall not be permitted after the
termination of the two-year period beginning on the Startup Day; provided, further, that if the breach
would cause the Mortgage Loan to be other than a “qualified mortgage” as defined in
Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7)
and (9), without reliance on the provisions of Treasury Regulation Section 1.860G-2(a)(3) or Treasury
Regulation Section 1.860G-2(f)(2) or any other provision that would allow a Mortgage Loan to be treated
as a “qualified mortgage” notwithstanding its failure to meet the requirements of Section 860G(a)(3)(A)
of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9), any such
cure or substitution must occur within 90 days from the date the breach was discovered. The Sponsor
will promptly notify the Master Servicer and the Securities Administrator of any such substitution. The
Trustee or the Custodian, on its behalf, shall examine the Mortgage File for any Substitute Mortgage
Loan in the manner set forth in Section 2.02(a) and the Trustee or the Custodian, on its behalf, shall
notify the Sponsor, in writing, within five Business Days after receipt, whether or not the documents
relating to the Substitute Mortgage Loan satisfy the requirements of the fourth sentence of Section
2.02(a). Within two Business Days after such notification, the Sponsor (on its own behalf and on behalf
of Master Funding) shall provide to the Securities Administrator for deposit in the Distribution Account
the amount, if any, by which the Outstanding Principal Balance as of the next preceding Due Date of the
Mortgage Loan for which substitution is being made, after giving effect to the Scheduled Principal due
on such date, exceeds the Outstanding Principal Balance as of such date of the Substitute Mortgage Loan,
after giving effect to Scheduled Principal due on such date, which amount shall be treated for the
purposes of this Agreement as if it were the payment by the Sponsor of the Repurchase Price for the
purchase of a Mortgage Loan by the Sponsor. After such notification to the Sponsor and, if any such
excess exists, upon receipt of such deposit, the Trustee shall accept such Substitute Mortgage Loan
which shall thereafter be deemed to be a Mortgage Loan hereunder. In the event of such a substitution,
accrued interest on the Substitute Mortgage Loan for the month in which the substitution occurs and any
Principal Prepayments made thereon during such month shall be the property of the Trust Fund and accrued
interest for such month on the Mortgage Loan for which the substitution is made and any Principal
Prepayments made thereon during such month shall be the property of the Sponsor. The Scheduled
Principal on a Substitute Mortgage Loan due on the Due Date in the month of substitution shall be the
property of the Sponsor and the Scheduled Principal on the Mortgage Loan for which the substitution is
made due on such Due Date shall be the property of the Trust Fund. Upon acceptance of the Substitute
Mortgage Loan (and delivery to the Trustee or the Custodian as agent of the Trustee, as applicable, of a
Request for Release for such Mortgage Loan), the Trustee or the Custodian, on its behalf, shall release
to the Sponsor the related Mortgage File related to any Mortgage Loan released pursuant to the Mortgage
Loan Purchase Agreement or Section 2.04 of this Agreement, as applicable, and shall execute and deliver
all instruments of transfer or assignment, without recourse, representation or warranty in form as
provided to it as are necessary to vest in the Sponsor title to and rights under any Mortgage Loan
released pursuant to the Mortgage Loan Purchase Agreement or Section 2.04 of this Agreement, as
applicable. The Sponsor (on its own behalf and on behalf of Master Funding) shall deliver the documents
related to the Substitute Mortgage Loan in accordance with the provisions of the Mortgage Loan Purchase
Agreement or Sections 2.01(b) and 2.02(b) of this Agreement, as applicable, with the date of acceptance
of the Substitute Mortgage Loan deemed to be the Closing Date for purposes of the time periods set forth
in those Sections. The representations and warranties set forth in the Mortgage Loan Purchase Agreement
shall be deemed to have been made by the Sponsor with respect to each Substitute Mortgage Loan as of the
date of acceptance of such Mortgage Loan by the Trustee. The Sponsor shall amend the Mortgage Loan
Schedule to reflect such substitution and shall provide a copy of such amended Mortgage Loan Schedule to
the Trustee, the Securities Administrator, the Master Servicer, each Custodian and the Rating Agencies.
In connection with any substitution of a Mortgage Loan pursuant to this Section 2.04, the
Sponsor shall furnish to the Securities Administrator an Officer’s Certificate, signed by a duly
authorized officer of the Sponsor to the effect that such substitution has been made in accordance with
the terms and conditions of this Agreement and that all conditions precedent to such substitution have
been satisfied, including the delivery to the Securities Administrator of the Purchase Price or
Substitution Adjustment Amount, as applicable, for deposit into the Distribution Account, together with
copies of any Opinion of Counsel required to be delivered pursuant to this Agreement and the related
Request for Release. Solely for purposes of the Securities Administrator providing an Assessment of
Compliance, upon receipt of such documentation, the Securities Administrator shall approve such
substitution, as applicable, and which approval shall consist solely of the Securities Administrator’s
receipt of such documentation and deposits. It is understood and agreed that the obligation under this
Agreement of the Sponsor (on its own behalf and on behalf of Master Funding) to cure, repurchase or
replace any Mortgage Loan as to which a breach has occurred and is continuing shall constitute the sole
remedies against the Sponsor and Master Funding respecting such breach available to Certificateholders,
the Depositor, the Trustee or the Securities Administrator.
Section 2.05. Issuance of Certificates. (a) The Trustee acknowledges the assignment to it
of the Mortgage Loans and the other assets comprising the Trust Fund and, concurrently therewith, the
Securities Administrator has signed, and countersigned and delivered to the Depositor, in exchange
therefor, Certificates in such authorized denominations representing such Fractional Undivided Interests
as the Depositor has requested. The Trustee (or the Custodian, on its behalf) agrees that it will hold
the Mortgage Loans and such other assets as may from time to time be delivered to it (or the Custodian,
on its behalf) segregated on the books of the Trustee (or the Custodian, on its behalf) in trust for the
benefit of the Certificateholders.
(b) The Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right,
title and interest of the Depositor in and to (i) the REMIC I Regular Interests, and the other assets of
REMIC II, for the benefit of the holders of the REMIC II Interests, (ii) the REMIC II Regular Interests
and REMIC III Regular Interests and the other assets of REMIC IV, for the benefit of the holders of the
REMIC IV Interests and (iv) REMIC IV Regular Interests B-IO-I and B-IO-P, and the other assets of REMIC
V for the benefit of the holders of the REMIC V Interests. The Trustee acknowledges receipt of the REMIC
I Regular Interests, REMIC II Regular Interests, REMIC III Regular Interests and REMIC IV Regular
Interests B-IO-I and B-IO-P (each of which are uncertificated) and the other assets of REMIC III, REMIC
IV and REMIC V, and declares that it holds and will hold the same in trust for the exclusive use and
benefit of the holders of the REMIC III Interests, REMIC IV Interests and REMIC V Interests, as
applicable.
Section 2.06. Representations and Warranties Concerning the Depositor. The Depositor hereby
represents and warrants to the Trustee, the Master Servicer and the Securities Administrator as follows:
(a) the Depositor is duly organized and is validly existing as a corporation in good
standing under the laws of the State of Delaware and has full power and authority necessary to own or
hold its properties and to conduct its business as now conducted by it and to enter into and perform its
obligations under this Agreement;
(b) the Depositor has the full power and authority to execute, deliver and perform, and to
enter into and consummate the transactions contemplated by, this Agreement and has duly authorized, by
all necessary corporate action on its part, the execution, delivery and performance of this Agreement,
and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties
hereto, constitutes a legal, valid and binding obligation of the Depositor, enforceable against the
Depositor in accordance with its terms, subject, as to enforceability, to (i) bankruptcy, insolvency,
reorganization, moratorium and other similar laws affecting creditors’ rights generally and (ii) general
principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law;
(c) the execution and delivery of this Agreement by the Depositor, the consummation of the
transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof
are in the ordinary course of business of the Depositor and will not (A) result in a material breach of
any term or provision of the articles of incorporation or bylaws of the Depositor or (B) conflict with,
result in a breach, violation or acceleration of, or result in a default under, the terms of any other
material agreement or instrument to which the Depositor is a party or by which it may be bound or (C)
constitute a violation of any statute, order or regulation applicable to the Depositor of any court,
regulatory body, administrative agency or governmental body having jurisdiction over the Depositor; and
the Depositor is not in breach or violation of any indenture or other agreement or instrument, or in
violation of any statute, order or regulation of any court, regulatory body, administrative agency or
governmental body having jurisdiction over it, which breach or violation may materially impair the
Depositor’s ability to perform or meet any of its obligations under this Agreement;
(d) no litigation is pending, or, to the best of the Depositor’s knowledge, threatened,
against the Depositor that would materially and adversely affect the execution, delivery or
enforceability of this Agreement or the ability of the Depositor to perform its obligations under this
Agreement in accordance with the terms hereof;
(e) no consent, approval, authorization or order of any court or governmental agency or
body is required for the execution, delivery and performance by the Depositor of, or compliance by the
Depositor with, this Agreement or the consummation of the transactions contemplated hereby, or if any
such consent, approval, authorization or order is required, the Depositor has obtained the same; and
(f) immediately prior to the transfer and assignment to the Trustee, each Mortgage Note
and each Mortgage were not subject to an assignment or pledge, and the Depositor had good and marketable
title to and was the sole owner thereof and had full right to transfer and sell such Mortgage Loan to
the Trustee free and clear of any encumbrance, equity, lien, pledge, charge, claim or security interest.
(g) The Depositor has filed all reports required to be filed by Section 13 or
Section 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period if required)
and has been subject to such filing requirements for the past 90 days.
Section 2.07. [Reserved]
Section 2.08. Purposes and Powers of the Trust.
The purpose of the common law trust, as created hereunder, is to engage in the following
activities:
(a) acquire and hold the Mortgage Loans and the other assets of the Trust Fund and the
proceeds therefrom;
(b) to issue the Certificates sold to the Depositor in exchange for the Mortgage Loans;
(c) to make payments on the Certificates;
(d) to engage in those activities that are necessary, suitable or convenient to accomplish
the foregoing or are incidental thereto or connected therewith; and
(e) subject to compliance with this Agreement, to engage in such other activities as may
be required in connection with conservation of the Trust Fund and the making of distributions to the
Certificateholders.
The Trust is hereby authorized to engage in the foregoing activities. The trust shall not
engage in any activity other than in connection with the foregoing or other than as required or
authorized by the terms of this Agreement while any Certificate is outstanding, and this Section 2.08
may not be amended, without the consent of the Certificateholders evidencing 51% or more of the
aggregate voting rights of the Certificates.
ARTICLE III
Administration and Servicing of Mortgage Loans
Section 3.01. Master Servicer. The Master Servicer shall supervise, monitor and oversee the
obligation of the Servicers to service and administer their respective Mortgage Loans in accordance with
the terms of the applicable Servicing Agreements and shall have full power and authority to do any and
all things which it may deem necessary or desirable in connection with such master servicing and
administration. In performing its obligations hereunder, the Master Servicer shall act in a manner
consistent with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall oversee and
consult with each Servicer as necessary from time-to-time to carry out the Master Servicer’s obligations
hereunder, shall receive, review and evaluate all reports, information and other data provided to the
Master Servicer by each Servicer and shall cause each Servicer to perform and observe the covenants,
obligations and conditions to be performed or observed by such Servicer under its applicable Servicing
Agreement. The Master Servicer shall independently and separately monitor each Servicer’s servicing
activities with respect to each related Mortgage Loan, reconcile the results of such monitoring with
such information provided in the previous sentence on a monthly basis and coordinate corrective
adjustments to the Servicers’ and Master Servicer’s records, and based on such reconciled and corrected
information, the Master Servicer shall provide such information to the Securities Administrator as shall
be necessary in order for it to prepare the statements specified in Section 6.04, and prepare any other
information and statements required to be forwarded by the Master Servicer hereunder. The Master
Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the
Servicers as reported to the Master Servicer.
In addition to the foregoing, in connection with a modification of any Mortgage Loan by a
Servicer, if the Master Servicer is unable to enforce the obligations of the Servicer with respect to
such modification, the Master Servicer shall notify the Depositor of such Servicer’s failure to comply
with the terms of the Servicing Agreement. If the Servicing Agreement requires the approval of the
Master Servicer for a modification to a Mortgage Loan, the Master Servicer shall approve such
modification if, based upon its receipt of written notification from the related Servicer outlining the
terms of such modification and appropriate supporting documentation, the Master Servicer determines that
the modification is permitted under the terms of the related Servicing Agreement and that any conditions
to such modification set forth in the related Servicing Agreement have been satisfied. Furthermore, if
the related Servicing Agreement requires the oversight and monitoring of loss mitigation measures with
respect to the related Mortgage Loans, the Master Servicer will monitor any loss mitigation procedure or
recovery action related to a defaulted Mortgage Loan (to the extent it receives notice of such from the
related Servicer) and confirm that such loss mitigation procedure or recovery action is initiated,
conducted and concluded in accordance with any timeframes and any other requirements set forth in the
related Servicing Agreement, and the Master Servicer shall notify the Depositor in any case in which the
Master Servicer believes that the related Servicer is not complying with such timeframes and/or other
requirements.
The Trustee shall furnish the Servicers and the Master Servicer, upon written request from a
Servicing Officer, with any powers of attorney, in substantially the form attached hereto as Exhibit O,
and upon written request from a Servicing Officer, other documents in form as provided to it necessary
or appropriate to enable the Servicers and the Master Servicer to service and administer the related
Mortgage Loans and REO Property.
The Trustee (or Custodian, on its behalf) shall provide access to the records and documentation
in possession of the Trustee (or Custodian, on its behalf) regarding the related Mortgage Loans and REO
Property and the servicing thereof to the Certificateholders, the FDIC, and the supervisory agents and
examiners of the FDIC, such access being afforded only upon reasonable prior written request and during
normal business hours at the office of the Trustee, or Custodian on its behalf; provided, however, that,
unless otherwise required by law, the Trustee, or Custodian on its behalf, shall not be required to
provide access to such records and documentation if the provision thereof would violate the legal right
to privacy of any Mortgagor. The Trustee, or Custodian on its behalf, shall allow representatives of
the above entities to photocopy any of the records and documentation and shall provide equipment for
that purpose at a charge that covers the Trustee’s or Custodian's actual costs.
The Trustee shall execute, upon the Servicer’s written instruction (which includes the
documents to be signed), and deliver to the Servicer and the Master Servicer any court pleadings,
requests for trustee’s sale or other appropriate documents necessary or desirable to (i) the foreclosure
or trustee’s sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment
against any Mortgagor on the Mortgage Note or Security Instrument; (iii) obtain a deficiency judgment
against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or
Security Instrument or otherwise available at law or equity.
Section 3.02. REMIC-Related Covenants. For as long as each 2007-1 REMIC shall exist, the
Trustee and the Securities Administrator shall act in accordance herewith to assure continuing treatment
of such 2007-1 REMIC as a REMIC, and the Trustee and the Securities Administrator shall comply with any
directions of the Depositor, the related Servicer or the Master Servicer to assure such continuing
treatment. In particular, the Securities Administrator shall not (a) sell or permit the sale of all or
any portion of the Mortgage Loans or of any investment of deposits in an Account (except as otherwise
expressly permitted by this Agreement) unless such sale is as a result of a repurchase of the Mortgage
Loans pursuant to this Agreement or the Securities Administrator has received a REMIC Opinion addressed
to the Securities Administrator prepared at the expense of the Trust Fund; and (b) other than with
respect to a substitution pursuant to the Mortgage Loan Purchase Agreement or Section 2.04 of this
Agreement, as applicable, accept any contribution to any 2007-1 REMIC after the Startup Day without
receipt of a REMIC Opinion addressed to the Securities Administrator.
Section 3.03. Monitoring of Servicers. (a) The Master Servicer shall be responsible
for reporting to the Trustee, the Securities Administrator and the Depositor the non-compliance by each
Servicer with its duties under the related Servicing Agreement. In the review of each Servicer’s
activities, the Master Servicer may rely upon an officer’s certificate of the Servicer (or similar
document signed by an officer of the Servicer) with regard to such Servicer’s compliance with the terms
of its Servicing Agreement. In the event that the Master Servicer, in its judgment, determines that a
Servicer should be terminated in accordance with its Servicing Agreement, or that a notice should be
sent pursuant to such Servicing Agreement with respect to the occurrence of an event that, unless cured,
would constitute grounds for such termination, the Master Servicer shall notify the Depositor and the
Trustee in writing thereof and the Master Servicer shall issue such notice or take such other action as
it deems appropriate.
(b) The Master Servicer, for the benefit of the Trustee and the Certificateholders, shall
enforce the obligations of each Servicer under the related Servicing Agreement, and shall, in the event
that a Servicer fails to perform its obligations in accordance with the related Servicing Agreement,
subject to the preceding paragraph, terminate the rights and obligations of such Servicer thereunder and
act as successor servicer of the related Mortgage Loans or cause the Trustee to enter in to a new
Servicing Agreement with a successor Servicer selected by the Master Servicer; provided, however, it is
understood and acknowledged by the parties hereto that there will be a period of transition (not to
exceed 90 days) before the actual servicing functions can be fully transferred to such successor
Servicer. Such enforcement, including, without limitation, the legal prosecution of claims, termination
of Servicing Agreements and the pursuit of other appropriate remedies, shall be in such form and carried
out to such an extent and at such time as the Master Servicer in its good faith business judgment, would
require were it the owner of the related Mortgage Loans. The Master Servicer shall pay the costs of
such enforcement at its own expense, provided that the Master Servicer shall not be required to
prosecute or defend any legal action except to the extent that the Master Servicer shall have received
reasonable indemnity for its costs and expenses in pursuing such action. Nothing herein shall impose
any obligation on the part of the Trustee to assume or succeed to the duties or obligations of the
Master Servicer except as provided under Section 8.02 herein, in which cases the Trustee shall assume or
succeed to such duties or obligation.
(c) To the extent that the costs and expenses of the Master Servicer related to any
termination of a Servicer, the enforcement or prosecution of related claims, rights or remedies on the
appointment of a successor Servicer or the transfer and assumption of servicing by the Master Servicer
with respect to any Servicing Agreement (including, without limitation, (i) all legal costs and expenses
and all due diligence costs and expenses associated with an evaluation of the potential termination of
the Servicer as a result of an event of default by such Servicer and (ii) all costs and expenses
associated with the complete transfer of servicing, including, but not limited to, all servicing files
and all servicing data and the completion, correction or manipulation of such servicing data as may be
required by the successor servicer to correct any errors or insufficiencies in the servicing data or
otherwise to enable the successor servicer to service the Mortgage Loans in accordance with the related
Servicing Agreement) are not fully and timely reimbursed by the terminated Servicer, the Master Servicer
shall be entitled to reimbursement of such costs and expenses from the Distribution Account.
(d) The Master Servicer shall require each Servicer to comply with the remittance
requirements and other obligations set forth in the related Servicing Agreement, including the
obligation of each Servicer to furnish information regarding the borrower credit files related to each
Mortgage Loan to credit reporting agencies in compliance with the provisions of the Fair Credit
Reporting Act and the applicable implementing regulations, on a monthly basis.
(e) If the Master Servicer acts as Servicer, it will not assume liability for the
representations and warranties of the Servicer, if any, that it replaces.
Section 3.04. Fidelity Bond. The Master Servicer, at its expense, shall maintain in effect
a blanket fidelity bond and an errors and omissions insurance policy, affording coverage with respect to
all directors, officers, employees and other Persons acting on such Master Servicer’s behalf, and
covering errors and omissions in the performance of the Master Servicer’s obligations hereunder. The
errors and omissions insurance policy and the fidelity bond shall be in such form and amount generally
acceptable for entities serving as master servicers or trustees.
Section 3.05. Power to Act; Procedures. The Master Servicer shall master service the
Mortgage Loans and shall have full power and authority, subject to the REMIC Provisions and the
provisions of Article X hereof, to do any and all things that it may deem necessary or desirable in
connection with the master servicing and administration of the Mortgage Loans, including but not limited
to the power and authority (i) to execute and deliver, on behalf of the Certificateholders and the
Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers
of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages, (iii) to collect
any Insurance Proceeds and Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion
of the ownership of the Mortgaged Property securing any Mortgage Loan, in each case, in accordance with
the provisions of this Agreement and the Servicing Agreement, as applicable; provided, however, that the
Master Servicer shall not (and, consistent with its responsibilities under Section 3.03, shall not
authorize any Servicer to) knowingly or intentionally take any action, or fail to take (or fail to cause
to be taken) any action reasonably within its control and the scope of duties more specifically set
forth herein, that, under the REMIC Provisions, if taken or not taken, as the case may be, would cause
any 2007-1 REMIC to fail to qualify as a REMIC or result in the imposition of a tax upon the Trust Fund
(including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the
Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code) unless the Master
Servicer has received an Opinion of Counsel (but not at the expense of the Master Servicer) to the
effect that the contemplated action would not cause any 2007-1 REMIC to fail to qualify as a REMIC or
result in the imposition of a tax upon any 2007-1 REMIC. The Trustee shall furnish the Master Servicer,
upon written request from a Servicing Officer, with any powers of attorney empowering the Master
Servicer or any Servicer to execute and deliver instruments of satisfaction or cancellation, or of
partial or full release or discharge, and to foreclose upon or otherwise liquidate Mortgaged Property,
and to appeal, prosecute or defend in any court action relating to the Mortgage Loans or the Mortgaged
Property, in accordance with the applicable Servicing Agreement and this Agreement, and the Trustee
shall execute and deliver such other documents, as the Master Servicer may request, to enable the Master
Servicer to master service and administer the Mortgage Loans and carry out its duties hereunder, in each
case in accordance with Accepted Master Servicing Practices (and the Trustee shall have no liability for
misuse of any such powers of attorney by the Master Servicer or any Servicer). If the Master Servicer
or the Trustee has been advised that it is likely that the laws of the state in which action is to be
taken prohibit such action if taken in the name of the Trustee or that the Trustee would be adversely
affected under the “doing business” or tax laws of such state if such action is taken in its name, the
Master Servicer shall join with the Trustee in the appointment of a co-trustee pursuant to Section 9.11
hereof. In the performance of its duties hereunder, the Master Servicer shall be an independent
contractor and shall not, except in those instances where it is taking action in the name of the Trust,
be deemed to be the agent of the Trust.
Section 3.06. Due-on-Sale Clauses; Assumption Agreements. To the extent provided in the
applicable Servicing Agreement, to the extent Mortgage Loans contain enforceable due-on-sale clauses,
the Master Servicer shall cause the Servicers to enforce such clauses in accordance with the applicable
Servicing Agreement. If applicable law prohibits the enforcement of a due-on-sale clause or such clause
is otherwise not enforced in accordance with the applicable Servicing Agreement, and, as a consequence,
a Mortgage Loan is assumed, the original Mortgagor may be released from liability in accordance with the
applicable Servicing Agreement.
Section 3.07. Release of Mortgage Files. (a) Upon becoming aware of the payment in full of
any Mortgage Loan, or the receipt by any Servicer of a notification that payment in full has been
escrowed in a manner customary for such purposes for payment to Certificateholders on the next
Distribution Date, the Servicer will, if required under the applicable Servicing Agreement (or if the
Servicer does not, the Master Servicer may), promptly furnish to the Custodian, on behalf of the
Trustee, two copies of a certification substantially in the form of Exhibit D-1 or Exhibit D-2 hereto,
as applicable (or as otherwise provided in the related Custodial Agreement) signed by a Servicing
Officer or in a mutually agreeable electronic format which will, in lieu of a signature on its face,
originate from a Servicing Officer (which certification shall include a statement to the effect that all
amounts received in connection with such payment that are required to be deposited in the Protected
Account maintained by the applicable Servicer pursuant to Section 4.01, or by the applicable Servicer
pursuant to its Servicing Agreement, have been or will be so deposited) and shall request that the
Custodian, on behalf of the Trustee, deliver to the applicable Servicer the related Mortgage File. Upon
receipt of such certification and request, the Custodian, on behalf of the Trustee, shall promptly
release the related Mortgage File to the applicable Servicer and the Trustee and Custodian shall have no
further responsibility with regard to such Mortgage File. Upon any such payment in full, each Servicer
is authorized, to give, as agent for the Trustee, as the mortgagee under the Mortgage that secured the
Mortgage Loan, an instrument of satisfaction (or assignment of mortgage without recourse) regarding the
Mortgaged Property subject to the Mortgage, which instrument of satisfaction or assignment, as the case
may be, shall be delivered to the Person or Persons entitled thereto against receipt therefor of such
payment, it being understood and agreed that no expenses incurred in connection with such instrument of
satisfaction or assignment, as the case may be, shall be chargeable to the Protected Account.
(b) From time to time and as appropriate for the servicing or foreclosure of any Mortgage
Loan and in accordance with the applicable Servicing Agreement, upon written instruction from such
Servicer or the Master Servicer, the Trustee shall execute such documents as shall be prepared and
furnished to the Trustee by a Servicer or the Master Servicer (in form reasonably acceptable to the
Trustee) and as are necessary to the prosecution of any such proceedings. The Custodian, on behalf of
the Trustee, shall, upon the request of a Servicer or the Master Servicer, and delivery to the
Custodian, on behalf of the Trustee, of two copies of a request for release signed by a Servicing
Officer substantially in the form of Exhibit D-1 or Exhibit D-2, as applicable (or in a mutually
agreeable electronic format which will, in lieu of a signature on its face, originate from a Servicing
Officer), release the related Mortgage File held in its possession or control to the Servicer or the
Master Servicer, as applicable. Such trust receipt shall obligate the Servicer or the Master Servicer
to return the Mortgage File to the Custodian on behalf of the Trustee, when the need therefor by the
Servicer or the Master Servicer no longer exists unless the Mortgage Loan shall be liquidated, in which
case, upon receipt of a certificate of a Servicing Officer similar to that hereinabove specified, the
Mortgage File shall be released by the Custodian, on behalf of the Trustee, to the Servicer or the
Master Servicer.
Section 3.08. Documents, Records and Funds in Possession of Master Servicer To Be Held for
Trustee. (a) The Master Servicer shall transmit and each Servicer (to the extent required by the
related Servicing Agreement) shall transmit to the Trustee or Custodian on its behalf such documents and
instruments coming into the possession of the Master Servicer or such Servicer from time to time as are
required by the terms hereof, or in the case of the Servicers, the applicable Servicing Agreement, to be
delivered to the Trustee or Custodian on its behalf. Any funds received by the Master Servicer or by a
Servicer in respect of any Mortgage Loan or which otherwise are collected by the Master Servicer or by a
Servicer as Liquidation Proceeds or Insurance Proceeds in respect of any Mortgage Loan shall be held for
the benefit of the Trustee and the Certificateholders subject to the Master Servicer’s right to retain
or withdraw from the Distribution Account the Master Servicing Compensation and other amounts provided
in this Agreement, and to the right of each Servicer to retain its Servicing Fee and other amounts as
provided in the applicable Servicing Agreement. The Master Servicer shall, and (to the extent provided
in the applicable Servicing Agreement) shall cause each Servicer to, provide access to information and
documentation regarding the Mortgage Loans to the Trustee, its agents and accountants at any time upon
reasonable request and during normal business hours, and to Certificateholders that are savings and loan
associations, banks or insurance companies, the Office of Thrift Supervision, the FDIC and the
supervisory agents and examiners of such Office and Corporation or examiners of any other federal or
state banking or insurance regulatory authority if so required by applicable regulations of the Office
of Thrift Supervision or other regulatory authority, such access to be afforded without charge but only
upon reasonable request in writing and during normal business hours at the offices of the Master
Servicer designated by it. In fulfilling such a request the Master Servicer shall not be responsible
for determining the sufficiency of such information.
(b) All Mortgage Files and funds collected or held by, or under the control of, the Master
Servicer, in respect of any Mortgage Loans, whether from the collection of principal and interest
payments or from Liquidation Proceeds or Insurance Proceeds, shall be held by the Master Servicer for
and on behalf of the Trustee and the Certificateholders and shall be and remain the sole and exclusive
property of the Trustee; provided, however, that the Master Servicer and each Servicer shall be entitled
to setoff against, and deduct from, any such funds any amounts that are properly due and payable to the
Master Servicer or such Servicer under this Agreement or the applicable Servicing Agreement.
Section 3.09. Standard Hazard Insurance and Flood Insurance Policies. (a) For each
Mortgage Loan, the Master Servicer shall enforce any obligation of the Servicers under the related
Servicing Agreements to maintain or cause to be maintained standard fire and casualty insurance and,
where applicable, flood insurance, all in accordance with the provisions of the related Servicing
Agreements. It is understood and agreed that such insurance shall be with insurers meeting the
eligibility requirements set forth in the applicable Servicing Agreement and that no earthquake or other
additional insurance is to be required of any Mortgagor or to be maintained on property acquired in
respect of a defaulted loan, other than pursuant to such applicable laws and regulations as shall at any
time be in force and as shall require such additional insurance.
(b) Pursuant to Section 4.01 and 4.04, any amounts collected by the Servicers or the
Master Servicer, under any insurance policies (other than amounts to be applied to the restoration or
repair of the property subject to the related Mortgage or released to the Mortgagor in accordance with
the applicable Servicing Agreement) shall be deposited into the Distribution Account, subject to
withdrawal pursuant to Section 4.04 and 4.05. Any cost incurred by the Master Servicer or any Servicer
in maintaining any such insurance if the Mortgagor defaults in its obligation to do so shall be added to
the amount owing under the Mortgage Loan where the terms of the Mortgage Loan so permit; provided,
however, that the addition of any such cost shall not be taken into account for purposes of calculating
the distributions to be made to Certificateholders and shall be recoverable by the Master Servicer or
such Servicer pursuant to Section 4.04 and 4.05.
Section 3.10. Presentment of Claims and Collection of Proceeds. The Master Servicer shall
(to the extent provided in the applicable Servicing Agreement) cause the related Servicer to prepare and
present on behalf of the Trustee and the Certificateholders all claims under the Insurance Policies and
take such actions (including the negotiation, settlement, compromise or enforcement of the insured’s
claim) as shall be necessary to realize recovery under such policies. Any proceeds disbursed to the
Master Servicer (or disbursed to a Servicer and remitted to the Master Servicer) in respect of such
policies, bonds or contracts shall be promptly deposited in the Distribution Account upon receipt,
except that any amounts realized that are to be applied to the repair or restoration of the related
Mortgaged Property as a condition precedent to the presentation of claims on the related Mortgage Loan
to the insurer under any applicable Insurance Policy need not be so deposited (or remitted).
Section 3.11. Maintenance of the Primary Mortgage Insurance Policies. (a) The Master
Servicer shall not take, or permit any Servicer (to the extent such action is prohibited under the
applicable Servicing Agreement) to take, any action that would result in noncoverage under any
applicable Primary Mortgage Insurance Policy of any loss which, but for the actions of the Master
Servicer or such Servicer, would have been covered thereunder. The Master Servicer shall use its best
reasonable efforts to cause each Servicer (to the extent required under the related Servicing Agreement)
to keep in force and effect (to the extent that the Mortgage Loan requires the Mortgagor to maintain
such insurance), primary mortgage insurance applicable to each Mortgage Loan in accordance with the
provisions of this Agreement and the related Servicing Agreement, as applicable. The Master Servicer
shall not, and shall not authorize any Servicer (to the extent required under the related Servicing
Agreement) to, cancel or refuse to renew any such Primary Mortgage Insurance Policy that is in effect at
the date of the initial issuance of the Mortgage Note and is required to be kept in force hereunder
except in accordance with the provisions of this Agreement and the related Servicing Agreement, as
applicable.
(b) The Master Servicer agrees to present, or to cause each Servicer (to the extent
required under the related Servicing Agreement) to present, on behalf of the Trustee and the
Certificateholders, claims to the insurer under any Primary Mortgage Insurance Policies and, in this
regard, to take such reasonable action as shall be necessary to permit recovery under any Primary
Mortgage Insurance Policies respecting defaulted Mortgage Loans. Pursuant to Section 4.01 and 4.04, any
amounts collected by the Master Servicer or any Servicer under any Primary Mortgage Insurance Policies
shall be deposited in the Distribution Account, subject to withdrawal pursuant to Section 4.05.
Section 3.12. Trustee to Retain Possession of Certain Insurance Policies and Documents.
The Trustee (or the Custodian, on behalf of the Trustee), shall retain possession and custody
of the originals (to the extent available) of any Primary Mortgage Insurance Policies, or certificate of
insurance if applicable, and any certificates of renewal as to the foregoing as may be issued from time
to time as contemplated by this Agreement. Until all amounts distributable in respect of the
Certificates have been distributed in full and the Master Servicer otherwise has fulfilled its
obligations under this Agreement, the Trustee (or the Custodian, on behalf of the Trustee) shall also
retain possession and custody of each Mortgage File in accordance with and subject to the terms and
conditions of this Agreement. The Master Servicer shall promptly deliver or cause to be delivered to
the Trustee (or the Custodian, on behalf of the Trustee), upon the execution or receipt thereof the
originals of any Primary Mortgage Insurance Policies, any certificates of renewal, and such other
documents or instruments that constitute portions of the Mortgage File that come into the possession of
the Master Servicer from time to time.
Section 3.13. Realization Upon Defaulted Mortgage Loans. The Master Servicer shall cause
each Servicer (to the extent required under the related Servicing Agreement) to foreclose upon,
repossess or otherwise comparably convert the ownership of Mortgaged Properties securing such of the
Mortgage Loans as come into and continue in default and as to which no satisfactory arrangements can be
made for collection of delinquent payments, all in accordance with the applicable Servicing Agreement.
Section 3.14. Compensation for the Master Servicer. The Master Servicer will be entitled to
the income and gain realized from any investment of funds in the Distribution Account as set forth in
Section 4.04(f) for the performance of its activities hereunder. The Master Servicer shall be required
to pay all expenses incurred by it in connection with its activities hereunder and shall not be entitled
to reimbursement therefor except as provided in this Agreement.
Section 3.15. REO Property. (a) In the event the Trust Fund acquires ownership of any REO
Property in respect of any related Mortgage Loan, the deed or certificate of sale shall be issued to the
Trustee, or to its nominee, on behalf of the related Certificateholders. The Master Servicer shall, to
the extent provided in the applicable Servicing Agreement, cause the applicable Servicer to sell, any
REO Property as expeditiously as possible and in accordance with the provisions of this Agreement and
the related Servicing Agreement, as applicable. Pursuant to its efforts to sell such REO Property, the
Master Servicer shall cause the applicable Servicer to protect and conserve, such REO Property in the
manner and to the extent required by the applicable Servicing Agreement, in accordance with the REMIC
Provisions and in a manner that does not result in a tax on “net income from foreclosure property”
(unless such result would maximize the Trust Fund’s after-tax return on such property) or cause such REO
Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the
Code.
(b) The Master Servicer shall, to the extent required by the related Servicing Agreement,
cause the applicable Servicer to deposit all funds collected and received in connection with the
operation of any REO Property in the Protected Account.
(c) The Master Servicer and the applicable Servicer, upon the final disposition of any REO
Property, shall be entitled to reimbursement for any related unreimbursed Monthly Advances and other
unreimbursed advances as well as any unpaid Servicing Fees from Liquidation Proceeds received in
connection with the final disposition of such REO Property; provided, that any such unreimbursed Monthly
Advances as well as any unpaid Servicing Fees may be reimbursed or paid, as the case may be, prior to
final disposition, out of any net rental income or other net amounts derived from such REO Property.
(d) To the extent provided in the related Servicing Agreement, the Liquidation Proceeds
from the final disposition of the REO Property, net of any payment to the Master Servicer and the
applicable Servicer as provided above shall be deposited in the Protected Account on or prior to the
Determination Date in the month following receipt thereof and be remitted by wire transfer in
immediately available funds to the Master Servicer for deposit into the Distribution Account on the next
succeeding Servicer Remittance Date.
Section 3.16. Annual Statement as to Compliance. The Master Servicer and the Securities
Administrator shall deliver (or otherwise make available) to the Depositor and the Securities
Administrator, not later than March 15 of each calendar year beginning in 2008, an Officer's Certificate
(an “Annual Statement of Compliance”) stating, as to each signatory thereof, that (i) a review of the
activities of each such party during the preceding calendar year and of its performance under this
Agreement has been made under such officer’s supervision and (ii) to the best of such officer's
knowledge, based on such review, such party has fulfilled all of its obligations under this Agreement in
all material respects throughout such year, or, if there has been a failure to fulfill any such
obligation in any material respect, specifying each such failure known to such officer and the nature
and status of cure provisions thereof. Such Annual Statement of Compliance shall contain no
restrictions or limitations on its use. The Master Servicer shall enforce the obligation of each
Servicer, to the extent set forth in the related Servicing Agreement, to deliver a similar Annual
Statement of Compliance by that Servicer to the Depositor and the Securities Administrator as described
above as and when required with respect to the Master Servicer. In the event that certain servicing
responsibilities with respect to the Mortgage Loans have been delegated by the Master Servicer, the
Securities Administrator or a Servicer to a subservicer or subcontractor, each such entity shall cause
such subservicer or subcontractor (and with respect to each Servicer, the Master Servicer shall enforce
the obligation of such Servicer to the extent required under the related Servicing Agreement) to deliver
a similar Annual Statement of Compliance by that subservicer or subcontractor to the Depositor and the
Securities Administrator as described above as and when required with respect to the Master Servicer or
the related Servicer, as the case may be.
Failure of the Master Servicer to comply with this Section 3.16 (including with respect to the
time frames required in this Section) shall be deemed an Event of Default and the Trustee, at the
written direction of the Depositor, shall, in addition to whatever rights the Trustee may have under
this Agreement and at law or equity or to damages, including injunctive relief and specific performance,
upon notice immediately terminate all the rights and obligations of the Master Servicer under this
Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master
Servicer for the same. This paragraph shall supersede any other provision in this Agreement or any
other agreement to the contrary.
Failure of the Securities Administrator to comply with this Section 3.16 (including with
respect to the time frames required in this Section) shall be deemed an Event of Default and the Trustee
at the written direction of the Depositor, shall, in addition to whatever rights the Trustee may have
under this Agreement and at law or equity or to damages, including injunctive relief and specific
performance, upon notice immediately terminate all the rights and obligations of the Securities
Administrator under this Agreement and in and to the Mortgage Loans and the proceeds thereof without
compensating the Securities Administrator for the same. This paragraph shall supersede any other
provision in this Agreement or any other agreement to the contrary.
Section 3.17. Assessments of Compliance and Attestation Reports. Pursuant to Rules 13a-18
and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, the Master Servicer, the Securities
Administrator and the Custodian (to the extent set forth in this Section) (each, an “Attesting Party”)
shall deliver (or otherwise make available) to the Depositor, the Master Servicer and the Securities
Administrator on or before March 15 of each calendar year beginning in 2008, a report regarding such
Attesting Party's assessment of compliance (an “Assessment of Compliance”) with the Servicing Criteria
during the preceding calendar year. The Assessment of Compliance, as set forth in Regulation AB, must
contain the following:
(a) A statement by an authorized officer of such Attesting Party of its authority
and its responsibility for assessing compliance with the Servicing Criteria applicable to the related
Attesting Party;
(b) A statement by such officer that such Attesting Party used the Servicing Criteria
attached as Exhibit M hereto, and which will also be attached to the Assessment of Compliance, to assess
compliance with the Servicing Criteria applicable to the related Attesting Party;
(c) An assessment by such officer of the related Attesting Party’s compliance with the
applicable Servicing Criteria for the period consisting of the preceding calendar year, including
disclosure of any material instance of noncompliance with respect thereto during such period, which
assessment shall be based on the activities such Attesting Party performs with respect to asset-backed
securities transactions taken as a whole involving the related Attesting Party, that are backed by the
same asset type as the Mortgage Loans;
(d) A statement that a registered public accounting firm has issued an attestation report
on the related Attesting Party’s Assessment of Compliance for the period consisting of the preceding
calendar year; and
(e) A statement as to which of the Servicing Criteria, if any, are not applicable to such
related Attesting Party, which statement shall be based on the activities such related Attesting Party
performs with respect to asset-backed securities transactions taken as a whole involving such related
Attesting Party, that are backed by the same asset type as the Mortgage Loans.
Such report at a minimum shall address each of the Servicing Criteria specified on Exhibit M
hereto that are indicated as applicable to the related Attesting Party.
On or before March 15 of each calendar year beginning in 2008, each Attesting Party shall
furnish to the Master Servicer, the Depositor and the Securities Administrator a report (an “AttestationReport”) by a registered public accounting firm that attests to, and reports on, the Assessment of
Compliance made by the related Attesting Party, as required by Rules 13a-18 and 15d-18 of the Exchange
Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with
standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board.
Such Attestation Report shall contain no restrictions or limitations on its use.
The Master Servicer shall enforce the obligation of each Servicer to deliver to the
Securities Administrator, the Master Servicer and the Depositor an Assessment of Compliance and
Attestation Report as and when provided in the related Servicing Agreement. Each of the Company, the
Master Servicer and the Securities Administrator shall cause, and the Master Servicer shall enforce the
obligation (as and when provided in the related Servicing Agreement) of each Servicer to cause, any
subservicer and each subcontractor (to the extent such subcontractor is determined by the Company, the
Master Servicer or the Securities Administrator, as applicable, to be a Party Participating in the
Servicing Function within the meaning of Item 1122 of Regulation AB) that is engaged by the Company,
such Servicer, the Master Servicer or the Securities Administrator, as applicable, to deliver to the
Securities Administrator, the Master Servicer and the Depositor an Assessment of Compliance and
Attestation Report as and when provided above. Such Assessment of Compliance, as to any subservicer or
subcontractor, shall at a minimum address each of the Servicing Criteria specified on Exhibit M hereto
that are indicated as applicable to any “primary servicer” to the extent such subservicer or
subcontractor is performing any servicing function for the party who engages it and to the extent such
party is not itself addressing the Servicing Criteria related to such servicing function in its own
Assessment of Compliance. The Securities Administrator shall confirm that each of the Assessments of
Compliance delivered to it, taken as a whole, address all of the Servicing Criteria and taken
individually address the Servicing Criteria for each party as set forth on Exhibit M and notify the
Depositor of any exceptions. Notwithstanding the foregoing, as to any subcontractor (as defined in the
related Servicing Agreement), an Assessment of Compliance is not required to be delivered unless it is
required as part of a Form 10-K with respect to the Trust Fund.
The Custodian shall deliver to the Master Servicer, the Securities Administrator and the
Depositor an Assessment of Compliance and Attestation Report, as and when provided above, which shall at
a minimum address each of the Servicing Criteria specified on Exhibit M hereto which are indicated as
applicable to a “custodian.” Notwithstanding the foregoing an Assessment of Compliance or Attestation
Report is not required to be delivered by any Custodian unless it is required as part of a Form 10-K
with respect to the Trust Fund.
Failure of the Master Servicer to comply with this Section 3.17 (including with respect to the
timeframes required herein) shall, upon written notice from the Trustee upon receiving direction from
the Depositor, constitute an Event of Default and, the Trustee shall, in addition to whatever rights the
Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief
and specific performance, upon notice immediately terminate all of the rights and obligations of the
Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without
compensating the Master Servicer for the same (but subject to the Master Servicer rights to payment of
any Master Servicing Compensation and reimbursement of all amounts for which it is entitled to be
reimbursed prior to the date of termination). Failure of the Securities Administrator to comply with
this Section 3.17 (including with respect to the timeframes required in this Section) which failure
results in a failure to timely file the related Form 10-K, shall, upon written notice from the Trustee
upon receiving direction from the Depositor, constitute an Event of Default, and the Trustee shall, in
addition to whatever rights the Trustee may have under this Agreement and at law or equity or to
damages, including injunctive relief and specific performance, upon notice immediately terminate all of
the rights and obligations of the Securities Administrator under this Agreement and in and to the
Mortgage Loans and the proceeds thereof without compensating the Securities Administrator for the same
(but subject to the Securities Administrator’s right to reimbursement of all amounts for which it is
entitled to be reimbursed prior to the date of termination). This paragraph shall supersede any other
provision in this Agreement or any other agreement to the contrary.
Section 3.18. Reports Filed with Securities and Exchange Commission. (a)(i)(A) Within 15
days after each Distribution Date, the Securities Administrator shall, in accordance with industry
standards, prepare and file with the Commission via the Electronic Data Gathering and Retrieval System
(“EDGAR”), a Distribution Report on Form 10-D, signed by the Master Servicer, with a copy of the Monthly
Statement to be furnished by the Securities Administrator to the Certificateholders for such
Distribution Date provided that the Securities Administrator shall have received no later than 5
calendar days after the related Distribution Date, all information required to be provided to the
Securities Administrator as described in clause (a)(iv) below. Any disclosure in addition to the
Monthly Statement that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”)
shall, pursuant to the paragraph immediately below, be reported by the parties set forth on Exhibit Q to
the Securities Administrator and the Depositor, approved for inclusion by the Depositor, and the
Securities Administrator will have no duty or liability for any failure hereunder to determine or
prepare any Additional Form 10-D Disclosure absent such reporting (other than with respect to cases in
which the Securities Administrator is the reporting party as set forth in Exhibit Q) and approval.
(B) Within 5 calendar days after the related Distribution Date, (i) the parties set
forth in Exhibit Q shall be required to provide, and the Master Servicer shall enforce the
obligations of each Servicer (to the extent provided in the related Servicing Agreement) to
provide, pursuant to Section 3.18(a)(iv) below, to the Securities Administrator and the
Depositor, to the extent known by a responsible officer thereof, in EDGAR-compatible form, or
in such other form as otherwise agreed upon by the Securities Administrator and the Depositor
and such party, the form and substance of any Additional Form 10-D Disclosure, if applicable,
and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may
be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. The Depositor shall be
responsible for any reasonable fees and expenses assessed or incurred by the Securities
Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D
pursuant to this Section.
(C) After preparing the Form 10-D, the Securities Administrator shall forward electronically
a copy of the Form 10-D to the Master Servicer, and in the case that such Form 10-D contains
Additional Form 10-D Disclosure, to the Master Servicer and the Depositor, for review. Within
two Business Days after receipt of such copy, but no later than the 12th calendar day after the
Distribution Date (provided that, the Securities Administrator forwards a copy of the Form 10-D
no later than the 10th calendar after the Distribution Date), the Depositor shall notify the
Securities Administrator in writing (which may be furnished electronically) of any changes to
or approval of such Form 10-D. In the absence of receipt of any written changes or approval,
the Securities Administrator shall be entitled to assume that such Form 10-D is in final form
and the Securities Administrator may proceed with the execution and filing of the Form 10-D.
No later than the 13th calendar day after the related Distribution Date, a duly authorized
officer of the Master Servicer shall sign the Form 10-D and, in the case where the Master
Servicer and Securities Administrator are not affiliated return an electronic or fax copy of
such signed Form 10-D (with an original executed hard copy to follow by overnight mail) to the
Securities Administrator. If a Form 10-D cannot be filed on time or if a previously filed Form
10-D needs to be amended, the Securities Administrator will follow the procedures set forth in
Section 3.18(a)(v)(B). Promptly (but no later than one (1) Business Day) after filing with the
Commission, the Securities Administrator will make available on its internet website,
identified in Section 6.07, a final executed copy of each Form 10-D filed by the Securities
Administrator. The signing party at the Master Servicer can be contacted as set forth in
Section 11.07. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that
it (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act
during the preceding 12 months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements for the past 90 days.
The Depositor shall notify the Securities Administrator in writing, no later than the fifth
calendar day after the related Distribution Date with respect to the filing of a report on Form
10-D if the answer to the questions should be “no”. The Securities Administrator shall be
entitled to rely on the representations in Section 2.06(g) and in any such notice in preparing,
executing and/or filing any such report. The parties to this Agreement acknowledge that the
performance by the Master Servicer and the Securities Administrator of their respective duties
under Sections 3.18(a)(i) and (v) related to the timely preparation, execution and filing of
Form 10-D is contingent upon such parties strictly observing all applicable deadlines in the
performance of their duties under such Sections. Neither the Master Servicer nor the
Securities Administrator shall have any liability for any loss, expense, damage or claim
arising out of or with respect to any failure to properly prepare, execute and/or timely file
such Form 10-D, where such failure results from a party’s failure to deliver, on a timely
basis, any information from such party needed to prepare, arrange for execution or file such
Form 10-D, not resulting from its own negligence, bad faith or willful misconduct.
(ii) (A) Within four (4) Business Days after the occurrence of an event requiring
disclosure on Form 8-K (each such event, a “Reportable Event”), the Securities Administrator shall
prepare and file, at the direction of the Depositor, on behalf of the Trust, any Form 8-K, as required
by the Exchange Act, provided that the Depositor shall file the initial Form 8-K in connection with the
issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is
otherwise required to be included on Form 8-K (“Form 8-K Disclosure Information”) shall, pursuant to the
paragraph immediately below, be reported by the parties set forth on Exhibit Q to the Securities
Administrator and the Depositor, approved for inclusion by the Depositor, and the Master Servicer will
have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure
Information absent such reporting (other than with respect to cases in which the Securities
Administrator is the reporting party as set forth in Exhibit Q) and approval.
(B) For so long as the Trust is subject to the Exchange Act reporting requirements, no
later than the close of business on the second Business Day after the occurrence of a
Reportable Event (i) the parties set forth in Exhibit Q shall be required pursuant to Section
3.18(a)(iv) below to provide, and the Master Servicer will enforce the obligations of each
Servicer (to the extent provided in the related Servicing Agreement) to provide, to the
Securities Administrator and the Depositor, to the extent known by a responsible officer
thereof, in EDGAR-compatible form, or in such other form as otherwise agreed upon by the
Securities Administrator and the Depositor and such party, the form and substance of any Form
8-K Disclosure Information, if applicable, and (ii) the Depositor will approve, as to form and
substance, or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure
Information on Form 8-K. The Depositor will be responsible for any reasonable fees and
out-of-pocket expenses assessed or incurred by the Securities Administrator in connection with
including any Form 8-K Disclosure Information on Form 8-K pursuant to this Section.
(C) After preparing the Form 8-K, the Securities Administrator shall forward
electronically a copy of the Form 8-K to the Depositor and the Master Servicer for review. No
later than the close of business New York City time on the third Business Day after the
Reportable Event, or in the case where the Master Servicer and the Securities Administrator are
unaffiliated, no later than 12:00 p.m. New York City time on the 4th Business Day after the
Reportable Event, a duly authorized officer of the Master Servicer shall sign the Form 8-K and,
in the case where the Master Servicer and the Securities Administrator are not affiliated,
return an electronic or fax copy of such signed Form 8-K (with an original executed hard copy
to follow by overnight mail) to the Securities Administrator. Promptly, but no later than the
close of business on the third Business Day after the Reportable Event (provided that, the
Securities Administrator forwards a copy of the Form 8-K no later than noon New York time on
the third Business Day after the Reportable Event), the Depositor shall notify the Securities
Administrator in writing (which may be furnished electronically) of any changes to or approval
of such Form 8-K. In the absence of receipt of any written changes or approval, the
Securities Administrator shall be entitled to assume that such Form 8-K is in final form and
the Securities Administrator may proceed with the execution and filing of the Form 8-K. If a
Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the
Securities Administrator will follow the procedures set forth in Section 3.18(a)(v)(B).
Promptly (but no later than one (1) Business Day) after filing with the Commission, the
Securities Administrator will make available on its internet website, identified in Section
6.07, a final executed copy of each Form 8-K filed by the Securities Administrator. The
signing party at the Master Servicer can be contacted as set forth in Section 11.07. The
parties to this Agreement acknowledge that the performance by the Master Servicer and the
Securities Administrator of their respective duties under this Section 3.18(a)(ii) related to
the timely preparation, execution and filing of Form 8-K is contingent upon such parties
strictly observing all applicable deadlines in the performance of their duties under this
Section 3.18(a)(ii). Neither the Master Servicer nor the Securities Administrator shall have
any liability for any loss, expense, damage or claim arising out of or with respect to any
failure to properly prepare, execute and/or timely file such Form 8-K, where such failure
results from a party’s failure to deliver, on a timely basis, any information from such party
needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own
negligence, bad faith or willful misconduct.
(iii) (A) Within 90 days after the end of each fiscal year of the Trust or such
earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”) (it being understood
that the fiscal year for the Trust ends on December 31st of each year), commencing in March 2008, the
Securities Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and
substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in
each case to the extent they have been delivered to the Securities Administrator within the applicable
time frames set forth in this Agreement, (I) an annual compliance statement for each Servicer, the
Master Servicer, the Securities Administrator and any subservicer or subcontractor, as applicable, as
described under Section 3.16, (II)(A) the annual reports on assessment of compliance with Servicing
Criteria for the Master Servicer, each subservicer and subcontractor Participating in the Servicing
Function, the Securities Administrator and the Custodian, as described under Section 3.17, and (B) if
any such report on assessment of compliance with Servicing Criteria described under Section 3.17
identifies any material instance of noncompliance, disclosure identifying such instance of
noncompliance, or if any such report on assessment of compliance with Servicing Criteria described under
Section 3.17 is not included as an exhibit to such Form 10-K, disclosure that such report is not
included and an explanation why such report is not included, (III)(A) the registered public accounting
firm attestation report for the Master Servicer, each Servicer, the Securities Administrator, each
subservicer, each subcontractor as applicable, and the Custodian, as described under Section 3.17, and
(B) if any registered public accounting firm attestation report described under Section 3.17 identifies
any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any
such registered public accounting firm attestation report is not included as an exhibit to such Form
10-K, disclosure that such report is not included and an explanation why such report is not included,
and (IV) a Sarbanes-Oxley Certification (“Sarbanes-Oxley Certification”) as described in this Section
3.18 (a)(iii)(D) below (provided, however, that the Securities Administrator, at its discretion, may
omit from the Form 10-K any annual compliance statement, assessment of compliance or attestation report
that is not required to be filed with such Form 10-K pursuant to Regulation AB). Any disclosure or
information in addition to (I) through (IV) above that is required to be included on Form 10-K
(“Additional Form 10-K Disclosure”) shall, pursuant to the paragraph immediately below, be reported by
the parties set forth on Exhibit Q to the Securities Administrator and the Depositor, approved for
inclusion by the Depositor, and the Securities Administrator will have no duty or liability for any
failure hereunder to determine or prepare any Additional Form 10-K Disclosure absent such reporting
(other than with respect to case in which the Securities Administrator is the reporting party as set
forth in Exhibit Q) and approval.
(B) No later than March 15 of each year that the Trust is subject to the Exchange Act
reporting requirements, commencing in 2008, (i) the parties set forth in Exhibit Q shall be
required to provide, and the Master Servicer shall enforce the obligations of each Servicer (to
the extent provided in the related Servicing Agreement) to provide, pursuant to Section
3.18(a)(iv) below to the Securities Administrator and the Depositor, to the extent known by a
responsible officer thereof, in EDGAR-compatible form, or in such other form as otherwise
agreed upon by the Securities Administrator and the Depositor and such party, the form and
substance of any Additional Form 10-K Disclosure, if applicable, and (ii) the Depositor will
approve, as to form and substance, or disapprove, as the case may be, the inclusion of the
Additional Form 10-K Disclosure on Form 10-K. The Depositor shall be responsible for any
reasonable fees and expenses assessed or incurred by the Securities Administrator in connection
with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this Section.
(C) After preparing the Form 10-K, the Securities Administrator shall forward
electronically a copy of the Form 10-K to the Depositor (only in the case where such Form 10-K
includes Additional Form 10-K Disclosure and otherwise if requested by the Depositor) and the
Master Servicer for review. Within three Business Days after receipt of such copy, but no
later than March 25th (provided that, the Securities Administrator forwards a copy of the Form
10-K no later than the third Business Day prior to March 25th), the Depositor shall notify the
Securities Administrator in writing (which may be furnished electronically) of any changes to
or approval of such Form 10-K. In the absence of receipt of any written changes or approval,
the Securities Administrator shall be entitled to assume that such Form 10-K is in final form
and the Securities Administrator may proceed with the execution and filing of the Form 10-K.
No later than the close of business Eastern Standard time on the 4th Business Day prior to the
10-K Filing Deadline, an officer of the Master Servicer in charge of the master servicing
function shall sign the Form 10-K and in the case where the Master Servicer and the Securities
Administrator are unaffiliated, return an electronic or fax copy of such signed Form 10-K (with
an original executed hard copy to follow by overnight mail) to the Securities Administrator.
If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended,
the Securities Administrator will follow the procedures set forth in Section 3.18(a)(v)(B).
Promptly (but no later than one (1) Business Day) after filing with the Commission, the
Securities Administrator will make available on its internet website, identified in Section
6.07, a final executed copy of each Form 10-K filed by the Securities Administrator. The
signing party at the Master Servicer can be contacted as set forth in Section 11.07. Form 10-K
requires the registrant to indicate (by checking “yes” or “no”) that it (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12
months (or for such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. The Depositor shall
notify the Securities Administrator in writing, no later than March 15th of each year in which
the Trust is subject to the requirements of the Exchange Act with respect to the filing of a
report on Form 10-K, if the answer to the questions should be “no”. The Securities
Administrator shall be entitled to rely on the representations in Section 2.06(g) and in any
such notice in preparing, executing and/or filing any such report. The parties to this
Agreement acknowledge that the performance by the Master Servicer and the Securities
Administrator of their respective duties under Section 3.18(a)(iii) and (iv) related to the
timely preparation, execution and filing of Form 10-K is contingent upon such parties strictly
observing all applicable deadlines in the performance of their duties under such Section,
Section 3.16 and Section 3.17. Neither the Master Servicer nor the Securities Administrator
shall have any liability for any loss, expense, damage, claim arising out of or with respect to
any failure to properly prepare, execute and/or timely file such Form 10-K, where such failure
results from the Master Servicer’s or the Securities Administrator’s inability or failure to
receive, on a timely basis, any information from any other party hereto needed to prepare,
arrange for execution or file such Form 10-K, not resulting from its own negligence, bad faith
or willful misconduct. Subject to the foregoing, the Securities Administrator has no duty under
this Agreement to monitor or enforce the performance by the other parties listed on Exhibit Q
of their duties under this paragraph or proactively solicit or procure from such parties any
Additional Form 10-K Disclosure information.
(D) Each Form 10-K shall include a certification (the “Sarbanes-Oxley Certification”),
required to be included therewith pursuant to the Sarbanes-Oxley Act which shall be signed by
the Certifying Person and delivered to the Securities Administrator no later than March 15th of
each year in which the Trust is subject to the reporting requirements of the Exchange Act. The
Master Servicer shall cause any Servicer and any subservicer or subcontractor, to the extent
set forth in the related Servicing Agreement, engaged by it to, provide to the Person who signs
the Sarbanes-Oxley Certification (the “Certifying Person”), by March 10 of each year in which
the Trust is subject to the reporting requirements of the Exchange Act (or such other date
specified in the related Servicing Agreement) and otherwise within a reasonable period of time
upon request, a certification (each, a “Back-Up Certification”), in the form attached hereto as
Exhibit N, upon which the Certifying Person, the entity for which the Certifying Person acts as
an officer, and such entity’s officers, directors and Affiliates (collectively with the
Certifying Person, “Certification Parties”) can reasonably rely. An officer of the Master
Servicer in charge of the master servicing function shall serve as the Certifying Person on
behalf of the Trust. Such officer of the Certifying Person can be contacted as set forth in
Section 11.07.
(iv) With respect to any Additional Form 10-D Disclosure, Additional Form 10-K
Disclosure or any Form 8-K Disclosure Information (collectively, the “Additional Disclosure”) relating
to the Trust Fund in the form attached hereto as Exhibit R, the Securities Administrator’s obligation to
include such Additional Information in the applicable Exchange Act report is subject to receipt from the
entity that is indicated in Exhibit Q as the responsible party for providing that information, if other
than the Securities Administrator, as and when required as described in Section 3.18(a)(i) through (iii)
above. Such Additional Disclosure shall be accompanied by a notice substantially in the form of Exhibit
R. Each of the Company as a Servicer, the Master Servicer, the Sponsor, the Securities Administrator
and the Depositor hereby agrees to notify and provide, and the Master Servicer agrees to enforce the
obligations (to the extent provided in the related Servicing Agreement) to the extent known to the
Master Servicer, Sponsor, Securities Administrator and Depositor all Additional Disclosure relating to
the Trust Fund, with respect to which such party is indicated in Exhibit Q as the responsible party for
providing that information. Within five Business Days prior to each Distribution Date of each year that
the Trust is subject to the Exchange Act reporting requirements, the Depositor shall make available to
the Securities Administrator the Group I Significance Estimate and the Securities Administrator shall
use such information to calculate the Group I Significance Percentage. If the Group I Significance
Percentage meets either of the threshold levels detailed in Item 1115(b)(1) or 1115(b)(2) of Regulation
AB, the Securities Administrator shall deliver written notification to the Depositor, the related
Counterparty to that effect which notification shall include a request that the related Counterparty
provide Regulation AB information to the Depositor in accordance with the related Cap Contract
Agreement. The Depositor shall be obligated to obtain from the related Counterparty any information
required under Regulation AB to the extent required under the related Cap Contract Agreement and to
provide to the Securities Administrator any information that may be required to be included in any Form
10-D, Form 8-K or Form 10-K relating to the related Cap Contract Agreement or written notification
instructing the Securities Administrator that such Additional Disclosure regarding the related
Counterparty is not necessary for such Distribution Date. The Depositor shall be responsible for any
reasonable fees and expenses assessed or incurred by the Securities Administrator in connection with
including any Additional Disclosure information pursuant to this Section.
So long as the Depositor is subject to the filing requirements of the Exchange Act
with respect to the Trust Fund, the Trustee shall notify the Securities Administrator and the Depositor
of any bankruptcy or receivership with respect to the Trustee or of any proceedings of the type
described under Item 1117 of Regulation AB that have occurred as of the related Due Period, together
with a description thereof, no later than the date on which such information is required of other
parties hereto as set forth under this Section 3.18. In addition, the Trustee shall notify the
Securities Administrator and the Depositor of any affiliations or relationships that develop after the
Closing Date between the Trustee and the Depositor, EMC, the Securities Administrator, the Master
Servicer, the Counterparty or the Custodian of the type described under Item 1119 of Regulation AB,
together with a description thereof, no later than March 15 of each year that the Trust is subject to
the Exchange Act reporting requirements, commencing in 2008. Should the identification of any of the
Depositor, the Sponsor, the Securities Administrator, the Master Servicer, the Counterparty or the
Custodian change, the Depositor shall promptly notify the Trustee.
(v) (A) On or prior to January 30 of the first year in which the Securities
Administrator is able to do so under applicable law, the Securities Administrator shall prepare and file
a Form 15 relating to the automatic suspension of reporting in respect of the Trust under the Exchange
Act.
(B) In the event that the Securities Administrator is unable to timely file with the
Commission all or any required portion of any Form 8-K, 10-D or 10-K required to be filed by
this Agreement because required disclosure information was either not delivered to it or
delivered to it after the delivery deadlines set forth in this Agreement or for any other
reason, the Securities Administrator will promptly notify the Depositor and the Master
Servicer. In the case of Form 10-D and 10-K, the Depositor, Master Servicer and Securities
Administrator will cooperate to prepare and file a Form 12b-25 and a 10-DA and 10-KA as
applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the
Securities Administrator will, upon receipt of all required Form 8-K Disclosure Information and
upon the approval and direction of the Depositor, include such disclosure information on the
next Form 10-D. In the event that any previously filed Form 8-K, 10-D or 10-K needs to be
amended and such amendment relates to any Additional Disclosure, the Securities Administrator
will notify the Depositor and the parties affected thereby and such parties will cooperate to
prepare any necessary Form 8-K, 10-DA or 10-KA. Any Form 15, Form 12b-25 or any amendment to
Form 8-K, 10-D or 10-K shall be signed by an appropriate officer of the Master Servicer. The
parties hereto acknowledge that the performance by the Master Servicer and the Securities
Administrator of their respective duties under this Section 3.18(a)(v) related to the timely
preparation, execution and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, 10-D
or 10-K is contingent upon the Master Servicer and the Depositor timely performing their duties
under this Section. Neither the Master Servicer nor the Securities Administrator shall have
any liability for any loss, expense, damage or claim arising out of or with respect to any
failure to properly prepare, execute and/or timely file any such Form 15, Form 12b-25 or any
amendments to Forms 8-K, 10-D or 10-K, where such failure results from a party’s failure to
deliver, on a timely basis, any information from such party needed to prepare, arrange for
execution or file such Form 15, Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, not
resulting from its own negligence, bad faith or willful misconduct.
The Depositor agrees to promptly furnish to the Securities Administrator, from time to
time upon request, such further information, reports and financial statements within its control related
to this Agreement, the Mortgage Loans as the Securities Administrator reasonably deems appropriate to
prepare and file all necessary reports with the Commission. The Securities Administrator shall have no
responsibility to file any items other than those specified in this Section 3.18; provided, however, the
Securities Administrator will cooperate with the Depositor in connection with any additional filings
with respect to the Trust Fund as the Depositor deems necessary under the Exchange Act. Fees and
expenses incurred by the Securities Administrator in connection with this Section 3.18 shall not be
reimbursable from the Trust Fund.
(b) In connection with the filing of any Form 10-K hereunder, in the case where
the Master Servicer and the Securities Administrator are not affiliated, the Securities Administrator
shall sign a certification (a “Form of Back-Up Certification for Form 10-K Certificate,” substantially
in the form attached hereto as Exhibit L) for the Depositor regarding certain aspects of the Form 10-K
certification signed by the Master Servicer, provided, however, that the Securities Administrator shall
not be required to undertake an analysis of any accountant’s report attached as an exhibit to the Form
10-K.
(c) The Securities Administrator shall indemnify and hold harmless the Company, the
Depositor and the Master Servicer and each of its officers, directors and affiliates from and against
any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related
costs, judgments and other costs and expenses arising out of or based upon a breach of the Securities
Administrator’s obligations under Sections 3.16, 3.17 and 3.18 or the Securities Administrator’s
negligence, bad faith or willful misconduct in connection therewith. In addition, the Securities
Administrator shall indemnify and hold harmless the Depositor and the Master Servicer and each of their
respective officers, directors and affiliates from and against any losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and
expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of any
material fact contained in any Back-Up Certification, any Annual Statement of Compliance, any Assessment
of Compliance or any Additional Disclosure provided by the Securities Administrator on its behalf or on
behalf of any subservicer or subcontractor engaged by the Securities Administrator pursuant to Section
3.16, 3.17 or 3.18 (the “Securities Administrator Information”), or (ii) any omission or alleged
omission to state therein a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances in which they were made, not misleading; provided, by
way of clarification, that this paragraph shall be construed solely by reference to the Securities
Administrator Information and not to any other information communicated in connection with the
Certificates, without regard to whether the Securities Administrator Information or any portion thereof
is presented together with or separately from such other information.
The Depositor shall indemnify and hold harmless the Securities Administrator and the Master
Servicer and each of its officers, directors and affiliates from and against any losses, damages,
penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and
other costs and expenses arising out of or based upon a breach of the obligations of the Depositor under
Sections 3.16, 3.17 and 3.18 or the Depositor’s negligence, bad faith or willful misconduct in
connection therewith. In addition, the Depositor shall indemnify and hold harmless the Master Servicer,
the Securities Administrator and each of their respective officers, directors and affiliates from and
against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and
related costs, judgments and other costs and expenses arising out of or based upon (i) any untrue
statement or alleged untrue statement of any material fact contained in any Additional Disclosure
provided by the Depositor that is required to be filed pursuant to this Section 3.18 (the “DepositorInformation”), or (ii) any omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein, in light of the circumstances in which they
were made, not misleading; provided, by way of clarification, that this paragraph shall be construed
solely by reference to the Depositor Information that is required to be filed and not to any other
information communicated in connection with the Certificates, without regard to whether the Depositor
Information or any portion thereof is presented together with or separately from such other information.
The Master Servicer shall indemnify and hold harmless the Company, the Securities Administrator
and the Depositor and each of its respective officers, directors and affiliates from and against any
losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs,
judgments and other costs and expenses arising out of or based upon a breach of the obligations of the
Master Servicer under Sections 3.16, 3.17 and 3.18 or the Master Servicer’s negligence, bad faith or
willful misconduct in connection therewith. In addition, the Master Servicer shall indemnify and hold
harmless the Depositor and each of its officers, directors and affiliates from and against any losses,
damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments
and other costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue
statement of any material fact contained in any Annual Statement of Compliance, any Assessment of
Compliance or any Additional Disclosure provided by the Master Servicer on its behalf or on behalf of
any subservicer or subcontractor engaged by the Master Servicer pursuant to Section 3.16, 3.17 or 3.18
(the “Master Servicer Information”), or (ii) any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements therein, in light of the
circumstances in which they were made, not misleading; provided, by way of clarification, that this
paragraph shall be construed solely by reference to the Master Servicer Information and not to any other
information communicated in connection with the Certificates, without regard to whether the Master
Servicer Information or any portion thereof is presented together with or separately from such other
information.
If the indemnification provided for herein is unavailable or insufficient to hold harmless the
Company, the Depositor, the Securities Administrator or the Master Servicer, as applicable, then the
defaulting party, in connection with any conduct for which it is providing indemnification under this
Section 3.18, agrees that it shall contribute to the amount paid or payable by the other parties as a
result of the losses, claims, damages or liabilities of the other party in such proportion as is
appropriate to reflect the relative fault and the relative benefit of the respective parties.
(d) The indemnification provisions set forth in this Section 3.18 shall survive the
termination of this Agreement or the termination of any party to this Agreement.
(e) Failure of the Master Servicer to comply with this Section 3.18 (including with
respect to the timeframes required herein) shall constitute an Event of Default, and at the written
direction of the Depositor, the Trustee shall, in addition to whatever rights the Trustee may have under
this Agreement and at law or equity or to damages, including injunctive relief and specific performance,
upon notice immediately terminate all of the rights and obligations of the Master Servicer under this
Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master
Servicer for the same (but subject to the Master Servicer rights to payment of any Master Servicing
Compensation and reimbursement of all amounts for which it is entitled to be reimbursed prior to the
date of termination). Failure of the Securities Administrator to comply with this Section 3.18
(including with respect to the timeframes required in this Section) which failure results in a failure
to timely file the related Form 10-K, shall constitute a default and at the written direction of the
Depositor, the Trustee shall, in addition to whatever rights the Trustee may have under this Agreement
and at law or equity or to damages, including injunctive relief and specific performance, upon notice
immediately terminate all of the rights and obligations of the Securities Administrator under this
Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Securities
Administrator for the same (but subject to the Securities Administrator’s right to reimbursement of all
amounts for which it is entitled to be reimbursed prior to the date of termination). This paragraph
shall supersede any other provision in this Agreement or any other agreement to the contrary. In
connection with the termination of the Master Servicer or the Securities Administrator pursuant to this
Section 3.18(e) the Trustee shall be entitled to reimbursement of all costs and expenses associated with
such termination to the extent set forth in Section 9.05. Notwithstanding anything to the contrary in
this Agreement, no Event of Default by the Master Servicer or default by the Securities Administrator
shall have occurred with respect to any failure to properly prepare, execute and/or timely file any
report on Form 8-K, Form 10-D or Form 10-K, any Form 15 or Form 12b-25 or any amendments to Form 8-K,
10-D or 10-K, where such failure results from any party’s failure to deliver, on a timely basis, any
information from such party needed to prepare, arrange for execution or file any such report, Form or
amendment, and does not result from its own negligence, bad faith or willful misconduct.
(f) Notwithstanding the provisions of Section 11.02, this Section 3.18 may be amended
without the consent of the Certificateholders.
Any report, notice or notification to be delivered by the Company, the Master Servicer or the
Securities Administrator to the Depositor pursuant to this Section 3.18, may be delivered via email to
RegABNotifications@bear.com or, in the case of a notification, telephonically by calling Reg AB
Compliance Manager at 212-272-7525.
Section 3.19. The Company. On the Closing Date, the Company will receive from the Depositor
a payment of $5,000.
Section 3.20. UCC. The Sponsor shall file any financing statements, continuation statements
or amendments thereto required by any change in the Uniform Commercial Code.
Section 3.21. Optional Purchase of Defaulted Mortgage Loans. (a) With respect to any
Mortgage Loan which as of the first day of a Fiscal Quarter is Delinquent in payment by 90 days or more
or is an REO Property, the Company shall have the right to purchase such Mortgage Loan from the Trust at
a price equal to the Repurchase Price; provided, however, (i) that such Mortgage Loan is still 90 days
or more Delinquent or is an REO Property as of the date of such purchase and (ii) this purchase option,
if not theretofore exercised, shall terminate on the date prior to the last day of the related Fiscal
Quarter. This purchase option, if not exercised, shall not be thereafter reinstated unless the
delinquency is cured and the Mortgage Loan thereafter again becomes 90 days or more Delinquent or
becomes an REO Property, in which case the option shall again become exercisable as of the first day of
the related Fiscal Quarter.
(b) If at any time the Company remits to the Master Servicer a payment for deposit in the
Distribution Account covering the amount of the Repurchase Price for such a Mortgage Loan, and the
Company provides to the Trustee a certification signed by a Servicing Officer stating that the amount of
such payment has been deposited in the Distribution Account, then the Trustee shall execute the
assignment of such Mortgage Loan to the Company at the request of the Company without recourse,
representation or warranty and the Company shall succeed to all of the Trustee’s right, title and
interest in and to such Mortgage Loan, and all security and documents relative thereto. Such assignment
shall be an assignment outright and not for security. The Company will thereupon own such Mortgage, and
all such security and documents, free of any further obligation to the Trustee or the Certificateholders
with respect thereto.
Section 3.22. Reserved.
Section 3.23. Intention of the Parties and Interpretation.
Each of the parties acknowledges and agrees that the purpose of Sections 3.16, 3.17 and 3.18 of
this Agreement is to facilitate compliance by the Sponsor, the Depositor and the Master Servicer with
the provisions of Regulation AB. Therefore, each of the parties agrees that (a) the obligations of the
parties hereunder shall be interpreted in such a manner as to accomplish that purpose, (b) the parties’
obligations hereunder will be supplemented and modified in writing, as agreed to and executed by the
parties hereto, as necessary to be consistent with any such amendments, interpretive advice or guidance,
convention or consensus among active participants in the asset-backed securities markets, advice of
counsel, or otherwise in respect of the requirements of Regulation AB, (c) the parties shall comply with
reasonable requests made by the Sponsor, or the Depositor, or the Master Servicer or the Securities
Administrator for delivery of additional or different information as the Sponsor, the Depositor, or the
Master Servicer or the Securities Administrator may determine in good faith is necessary to comply with
the provisions of Regulation AB, and (d) no amendment of this Agreement shall be required to effect any
such changes in the parties’ obligations as are necessary to accommodate evolving interpretations of the
provisions of Regulation AB. All costs, expenses, fees, liabilities, charges and amounts (including
legal fees) incurred by the Trustee in connection with this Section 3.23 shall be fully reimbursed to
the Trustee pursuant to Section 4.05(l).
ARTICLE IV
Accounts
Section 4.01. Protected Accounts. (a) The Master Servicer shall enforce the obligation of
each Servicer to establish and maintain a Protected Account in accordance with the applicable Servicing
Agreement, with records to be kept with respect thereto on a Mortgage Loan by Mortgage Loan basis, into
which accounts shall be deposited within 48 hours (or as of such other time specified in the related
Servicing Agreement) of receipt, all collections of principal and interest on any Mortgage Loan and with
respect to any REO Property received by a Servicer, including Principal Prepayments, Insurance Proceeds,
Liquidation Proceeds and advances made from the Servicer’s own funds (less servicing compensation as
permitted by the applicable Servicing Agreement in the case of any Servicer) and all other amounts to be
deposited in the Protected Account. Servicing Compensation in the form of assumption fees, if any, late
payment charges, as collected, if any, or otherwise (exclusive of any Prepayment Charges with regards to
the Group I Mortgage Loans, but inclusive of any Prepayment Charges with regards to the Group II
Mortgage Loans) shall be retained by the applicable Servicer and shall not be deposited in the Protected
Account. The Servicer is hereby authorized to make withdrawals from and deposits to the related
Protected Account for purposes required or permitted by this Agreement. To the extent provided in the
related Servicing Agreement, the Protected Account shall be held by a Designated Depository Institution
and segregated on the books of such institution in the name of the Trustee for the benefit of
Certificateholders.
(b) To the extent provided in the related Servicing Agreement, amounts on deposit in a
Protected Account may be invested in Permitted Investments in the name of the Trustee for the benefit of
Certificateholders and, except as provided in the preceding paragraph, not commingled with any other
funds. Such Permitted Investments shall mature, or shall be subject to redemption or withdrawal, no
later than the date on which such funds are required to be withdrawn for deposit in the Distribution
Account, and shall be held until required for such deposit. The income earned from Permitted
Investments made pursuant to this Section 4.01 shall be paid to the related Servicer under the
applicable Servicing Agreement, and the risk of loss of moneys required to be distributed to the
Certificateholders resulting from such investments shall be borne by and be the risk of the related
Servicer. The related Servicer (to the extent provided in the Servicing Agreement) shall deposit the
amount of any such loss in the Protected Account within two Business Days of receipt of notification of
such loss but not later than the second Business Day prior to the Distribution Date on which the moneys
so invested are required to be distributed to the Certificateholders.
(c) To the extent provided in the related Servicing Agreement and subject to this Article
IV, on or before each Servicer Remittance Date, the related Servicer shall withdraw or shall cause to be
withdrawn from its Protected Accounts and shall immediately deposit or cause to be deposited in the
Distribution Account amounts representing the following collections and payments (other than with
respect to principal of or interest on the Mortgage Loans due on or before the Cut-off Date) with
respect to each Loan Group or Sub-Loan Group, as applicable:
(i) Scheduled Payments on the Mortgage Loans received or any related portion
thereof advanced by such Servicer pursuant to its Servicing Agreement which were due during or before
the related Due Period, net of the amount thereof comprising its Servicing Fee or any fees with respect
to any lender-paid primary mortgage insurance policy;
(ii) Full Principal Prepayments and any Liquidation Proceeds and Subsequent
Recoveries received by such Servicer with respect to the Mortgage Loans in the related Prepayment
Period, with interest to the date of prepayment or liquidation, net of the amount thereof comprising its
Servicing Fee;
(iii) Partial Principal Prepayments received by such Servicer for the Mortgage Loans
in the related Prepayment Period;
(iv) Any amount to be used as a Monthly Advance or any Compensating Interest
Payments; and
(v) Any amounts required to be paid by the Servicers under the related Servicing
Agreements with respect to clauses (a) and (b) of the definition of Interest Shortfall with respect to
the related Mortgage Loans for the related Distribution Date.
(d) Withdrawals may be made from an Account only to make remittances as provided in
Section 4.01(c), 4.04 and 4.05; to reimburse the Master Servicer or a Servicer for Monthly Advances which
have been recovered by subsequent collections from the related Mortgagor; to remove amounts deposited in
error; to remove fees, charges or other such amounts deposited on a temporary basis; or to clear and
terminate the account at the termination of this Agreement in accordance with Section 10.01. As
provided in Sections 4.01(c) and 4.04(b) certain amounts otherwise due to the Servicers may be retained
by them and need not be deposited in the Distribution Account.
(e) The Master Servicer shall not itself waive (or authorize a Servicer to waive, unless
such Servicer is allowed to waive in accordance with the terms of the related Servicing Agreement) any
Prepayment Charge that the Trust would otherwise be entitled to unless: (i) the enforceability thereof
shall 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 penalty 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 Master Servicer, maximize
recovery of total proceeds taking into account the value of such Prepayment Charge and the related
Mortgage Loan. In no event will the Master Servicer itself waive a Prepayment Charge in connection with
a refinancing of a Mortgage Loan that is not related to a default or a reasonably foreseeable default.
If a Prepayment Charge is waived by the Master Servicer, but does not meet the standards described
above, then the Master Servicer is required to pay the amount of such waived Prepayment Charge by
depositing such amount into the Distribution Account by the immediately succeeding Distribution Account
Deposit Date.
Section 4.02. [Reserved].
Section 4.03. [Reserved].
Section 4.04. Distribution Account. (a) The Securities Administrator shall establish and
maintain in the name of the Trustee, for the benefit of the Certificateholders, the Distribution Account
as a segregated trust account or accounts.
(b) The Master Servicer and the Securities Administrator will each deposit in the
Distribution Account as identified and as received by each of them, the following amounts:
(i) Any amounts received from the Servicers and constituting Available Funds;
(ii) Any Monthly Advance and any Compensating Interest Payments required to be made
by the Master Servicer pursuant to this Agreement;
(iii) Any Insurance Proceeds or Net Liquidation Proceeds received by or on behalf of
the Master Servicer or which were not deposited in a Protected Account;
(iv) The Repurchase Price with respect to any Mortgage Loans purchased by the
Sponsor pursuant to the Mortgage Loan Purchase Agreement or Sections 2.02 or 2.03 hereof, any amounts
which are to be treated pursuant to Section 2.04 of this Agreement as the payment of a Repurchase Price
in connection with the tender of a Substitute Mortgage Loan by the Sponsor, the Repurchase Price with
respect to any Mortgage Loans purchased by the Company pursuant to Section 3.21, and all proceeds of any
Mortgage Loans or property acquired with respect thereto repurchased by the Depositor or its designee
pursuant to Section 10.01;
(v) Any amounts required to be deposited with respect to losses on investments of
deposits in an Account;
(vi) Any amounts received by the Master Servicer or Securities Administrator, or
required to be paid by the Master Servicer, in connection with any Prepayment Charge on the Prepayment
Charge Loans; and
(vii) Any other amounts received by or on behalf of the Master Servicer and required
to be deposited in the Distribution Account pursuant to this Agreement.
(c) All amounts deposited to the Distribution Account shall be held by the Securities
Administrator in the name of the Trustee in trust for the benefit of the Certificateholders in
accordance with the terms and provisions of this Agreement.
(d) The requirements for crediting the Distribution Account shall be exclusive, it being
understood and agreed that, without limiting the generality of the foregoing, payments in the nature of
(i) late payment charges or assumption, tax service, statement account or payoff, substitution,
satisfaction, release and other like fees and charges and (ii) the items enumerated in Section 4.05 with
respect to the Securities Administrator, the Master Servicer and the Servicers, need not be credited by
the Master Servicer or the Servicers to the Distribution Account. Amounts received by the Master
Servicer or the Securities Administrator in connection with Prepayment Charges on the Prepayment Charge
Loans shall be deposited into the Class XP Reserve Account by such party upon receipt thereof. In the
event that the Master Servicer or the Securities Administrator shall deposit or cause to be deposited to
the Distribution Account any amount not required to be credited thereto, the Securities Administrator,
upon receipt of a written request therefor signed by a Servicing Officer of the Master Servicer, shall
promptly transfer such amount to the Master Servicer, any provision herein to the contrary
notwithstanding.
(e) The Distribution Account shall constitute a trust account of the Trust Fund segregated
on the books of the Securities Administrator and held by the Securities Administrator in trust in its
Corporate Trust Office, and the Distribution Account and the funds deposited therein shall not be
subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or
depositors of the Securities Administrator or the Master Servicer (whether made directly, or indirectly
through a liquidator or receiver of the Securities Administrator or the Master Servicer). The
Distribution Account shall be an Eligible Account. The amount at any time credited to the Distribution
Account, if invested, shall be invested in the name of the Trustee, in such Permitted Investments
selected by the Master Servicer or the Depositor. The Master Servicer or the Depositor shall select the
Permitted Investments for the funds on deposit in the Distribution Account. All Permitted Investments
shall mature or be subject to redemption or withdrawal on or before, and shall be held until, the next
succeeding Distribution Date if the obligor for such Permitted Investment is the Securities
Administrator or, if such obligor is any other Person, the Business Day preceding such Distribution
Date, in the case of Permitted Investments for the benefit of the Master Servicer and the Depositor.
With respect to the Distribution Account and the funds deposited therein, the Securities Administrator
shall take such action as may be necessary to ensure that the Certificateholders shall be entitled to
the priorities afforded to such a trust account (in addition to a claim against the estate of the
Trustee) as provided by 12 U.S.C. § 92a(e), and applicable regulations pursuant thereto, if applicable,
or any applicable comparable state statute applicable to state chartered banking corporations.
(f) Any and all investment earnings and losses on amounts on deposit in the Distribution
Account shall be for the account of the Master Servicer. The Master Servicer from time to time shall be
permitted to withdraw or receive distribution of any and all investment earnings from the Distribution
Account on behalf of itself. The risk of loss of moneys required to be distributed to the
Certificateholders resulting from such investments shall be borne by and be the risk of the Master
Servicer based on the Permitted Investments on which such loss is incurred. The Master Servicer shall
deposit the amount of any such loss in the Distribution Account within two Business Days of receipt of
notification of such loss but not later than the Distribution Date on which the moneys so invested are
required to be distributed to the Certificateholders.
(g) In the event that the Master Servicer and Securities Administrator are no longer
affiliated, the Master Servicer shall establish and maintain an account separate from the Distribution
Account into which any funds remitted by the Company and Servicers will be deposited. No later than
noon New York time on the Business Day prior to each Distribution Date, the Master Servicer shall remit
any such funds to the Paying Agent for deposit in the Distribution Account. The Master Servicer shall
make the following permitted withdrawals and transfers from such account:
(i) The Master Servicer will, from time to time on demand of the Company, a
Servicer or the Securities Administrator, make or cause to be made such withdrawals or transfers from
the account as the Master Servicer has designated for such transfer or withdrawal pursuant to this
Agreement and the related Servicing Agreement. The Master Servicer may clear and terminate the account
pursuant to Section 10.01 and remove amounts from time to time deposited in error.
(ii) On an ongoing basis, the Master Servicer shall withdraw from the account
(i) any expenses, costs and liabilities recoverable by the Trustee, the Master Servicer, the Securities
Administrator or any Custodian pursuant to Sections 3.03, 7.04 and 9.05 and (ii) any amounts payable to
the Master Servicer as set forth in Section 3.14; provided, however, that the Master Servicer shall be
obligated to pay from its own funds any amounts which it is required to pay under Section 7.03(a).
(iii) In addition, on or before each Business Day prior to each Distribution Date,
the Master Servicer shall deposit in the Distribution Account (or remit to the Securities Administrator
for deposit therein) any Monthly Advances required to be made by the Master Servicer with respect to the
Mortgage Loans.
(iv) No later than noon New York time on each Business Day prior to each
Distribution Date, the Master Servicer will transfer all Available Funds on deposit in the account with
respect to the related Distribution Date to the Paying Agent for deposit in the Distribution Account.
Section 4.05. Permitted Withdrawals and Transfers from the Distribution Account. The
Securities Administrator will, from time to time on demand of the Master Servicer (or with respect to
clause (l) hereto, on demand of the Trustee, the Securities Administrator or the Custodian), make or
cause to be made such withdrawals or transfers from the Distribution Account as the Master Servicer has
designated for such transfer or withdrawal pursuant to this Agreement and the Servicing Agreements or as
the Securities Administrator deems necessary for the following purposes:
(a) to reimburse the Master Servicer or any Servicer for any
Monthly Advance of its own funds, the right of the Master Servicer or a Servicer to reimbursement
pursuant to this subclause (i) being limited to amounts received on a particular Mortgage Loan
(including, for this purpose, the Repurchase Price therefor, Insurance Proceeds and Liquidation
Proceeds) which represent late payments or recoveries of the principal of or interest on such Mortgage
Loan with respect to which such Monthly Advance was made;
(b) to reimburse the Master Servicer or any Servicer from Insurance Proceeds or
Liquidation Proceeds relating to a particular Mortgage Loan for amounts expended by the Master Servicer
or such Servicer in good faith in connection with the restoration of the related Mortgaged Property
which was damaged by an Uninsured Cause or in connection with the liquidation of such Mortgage Loan;
(c) to reimburse the Master Servicer or any Servicer from Insurance Proceeds
relating to a particular Mortgage Loan for insured expenses incurred with respect to such Mortgage Loan
and to reimburse the Master Servicer or such Servicer from Liquidation Proceeds from a particular
Mortgage Loan for Liquidation Expenses incurred with respect to such Mortgage Loan; provided that the
Master Servicer shall not be entitled to reimbursement for Liquidation Expenses with respect to a
Mortgage Loan to the extent that (i) any amounts with respect to such Mortgage Loan were paid as Excess
Liquidation Proceeds pursuant to clause (xi) of this Section 4.05(a) to the Master Servicer; and (ii)
such Liquidation Expenses were not included in the computation of such Excess Liquidation Proceeds;
(d) to pay the Master Servicer or any Servicer, as appropriate, from Liquidation Proceeds
or Insurance Proceeds received in connection with the liquidation of any Mortgage Loan, the amount which
the Master Servicer or such Servicer would have been entitled to receive under clause (ix) of this
Section 4.05(a) as servicing compensation on account of each defaulted scheduled payment on such
Mortgage Loan if paid in a timely manner by the related Mortgagor;
(e) to pay the Master Servicer or any Servicer from the Repurchase Price for any Mortgage
Loan, the amount which the Master Servicer or such Servicer would have been entitled to receive under
clause (ix) of this Section 4.05(a) as servicing compensation;
(f) to reimburse the Master Servicer or any Servicer for advances of funds (other than
Monthly Advances) made with respect to the Mortgage Loans, and the right to reimbursement pursuant to
this clause being limited to amounts received on the related Mortgage Loan (including, for this purpose,
the Repurchase Price therefor, Insurance Proceeds and Liquidation Proceeds) which represent late
recoveries of the payments for which such advances were made;
(g) to reimburse the Master Servicer or any Servicer for any Nonrecoverable Advance that
has not been reimbursed pursuant to clauses (i) and (vi);
(h) to pay the Master Servicer as set forth in Section 3.14;
(i) to reimburse the Master Servicer for expenses, costs and liabilities incurred by and
reimbursable to it pursuant to Sections 3.03, 7.04(c) and (d);
(j) to pay to the Master Servicer, as additional servicing compensation, any
Excess Liquidation Proceeds to the extent not retained by the related Servicer;
(k) to reimburse or pay any Servicer any such amounts as are due thereto under the
applicable Servicing Agreement and have not been retained by or paid to the Servicer, to the extent
provided in the related Servicing Agreement (including any amounts owed to the Company for any Mortgage
Loans subserviced on behalf of the Company, to the extent such amounts are received by the Master
Servicer or the Securities Administrator);
(l) to reimburse the Trustee, the Securities Administrator or the Custodian for expenses,
costs and liabilities incurred by or reimbursable to it pursuant to this Agreement;
(m) to remove amounts deposited in error;
(n) to clear and terminate the Distribution Account pursuant to Section 10.01; and
(o) to pay the Depositor as set forth in Section 4.04(e).
(p) The Securities Administrator shall keep and maintain separate accounting, on a
Mortgage Loan by Mortgage Loan basis and shall provide a copy to the Securities Administrator, for the
purpose of accounting for any reimbursement from the Distribution Account pursuant to clauses (i)
through (vi) and (viii) or with respect to any such amounts which would have been covered by such
clauses had the amounts not been retained by the Master Servicer without being deposited in the
Distribution Account under Section 4.04(b). Reimbursements made pursuant to clauses (vii), (ix), (xi)
and (xii) will be allocated between the Loan Groups or Sub-Loan Groups, as applicable, pro rata based on
the aggregate Stated Principal Balances of the Mortgage Loans in each Loan Group or Sub-Loan Group, as
applicable.
(q) On each Distribution Date, the Securities Administrator shall distribute the
Interest Funds, Principal Funds and Available Funds to the extent on deposit in the Distribution Account
for each Loan Group or Sub-Loan Group, as applicable, to the Holders of the related Certificates in
accordance with Article VI.
Section 4.06. Reserve Fund. (a) On or before the Closing Date, the Securities Administrator shall
establish one or more segregated trust accounts (the "Reserve Fund") in the name of the Trustee on
behalf of the Holders of the Group I Offered, the Class I-B-4 Certificates and the Class B-IO
Certificates. The Reserve Fund must be an Eligible Account. The Reserve Fund shall be entitled “Reserve
Fund, Citibank, N.A. as Trustee f/b/o holders of Structured Asset Mortgage Investments II Inc., Bear
Stearns ALT-A Trust 2007-1, Mortgage Pass-Through Certificates, Series 2007-1." The Securities
Administrator shall demand payment of all money payable by the Counterparty under the Cap Contracts.
The Securities Administrator shall deposit in the Reserve Fund all payments received by it from the
Counterparty pursuant to the Cap Contracts and, prior to distribution of such amounts pursuant to
Section 6.01(a), all payments described under the Ninth and Tenth clauses of Section 6.01(a). All Cap
Contract Payment Amounts received from Cap Contracts and the amounts described in the Ninth and Tenth
clauses of Section 6.01(a) deposited to the Reserve Fund shall be held by the Securities Administrator
in the name of the Trustee on behalf of the Trust, in trust for the benefit of the Holders of the Group
I Offered Certificates and the Class I-B-4 Certificates, as applicable, and the Class B-IO
Certificateholders in accordance with the terms and provisions of this Agreement. On each Distribution
Date, the Securities Administrator shall distribute amounts on deposit in the Reserve Fund to the Group
I Offered, Class I-B-4 and Class B-IO Certificateholders in accordance with the Ninth and Tenth clauses
of Section 6.01(a) and Section 6.01(b).
(b) The Reserve Fund is an “outside reserve fund” within the meaning of Treasury
Regulation Section 1.860G-2(h) and shall be an asset of the Trust Fund but not an asset of any 2007-1
REMIC. The Securities Administrator on behalf of the Trust shall be the nominal owner of the Reserve
Fund. For federal income tax purposes, the Class B-IO Certificateholders shall be the beneficial owners
of the Reserve Fund, subject to the power of the Securities Administrator to distribute amounts under
the Tenth and Eleventh clauses of Section 6.01(a) and Section 6.01(b) and shall report items of income,
deduction, gain or loss arising therefrom. For federal income tax purposes, (i) amounts distributed to
Group I Certificateholders pursuant to the Tenth and Eleventh clauses of Section 6.01(a) will be treated
as first distributed to the Class B-IO Certificateholders and then paid from the Class B-IO
Certificateholders to the applicable Group I Offered or Class I-B-4 Certificateholders. Amounts in the
Reserve Fund held in trust for the benefit of the Group I Offered, Class I-B-4 and Class B-IO
Certificateholders shall, at the written direction of the Class B-IO Certificateholders, be invested in
Permitted Investments that mature no later than the Business Day prior to the next succeeding
Distribution Date. If no written direction is received, the amounts in the Reserve Fund shall remain
uninvested. Any losses on such Permitted Investments shall not in any case be a liability of the
Securities Administrator but an amount equal to such losses shall be given by the Class B-IO
Certificateholders to the Securities Administrator out of such Certificateholders’ own funds immediately
as realized, for deposit by the Securities Administrator into the Reserve Fund. To the extent that the
Class B-IO Certificateholders have provided the Securities Administrator with such written direction to
invest such funds in Permitted Investments, on each Distribution Date the Securities Administrator shall
distribute all net income and gain from such Permitted Investments in the Reserve Fund to the Class B-IO
Certificateholders, not as a distribution in respect of any interest in any 2007-1 REMIC. All amounts
earned on amounts on deposit in the Reserve Fund held in trust for the benefit of the Group I Offered,
Class I-B-4 and Class B-IO Certificateholders shall be taxable to the Class B-IO Certificateholders.
Section 4.07. Class XP Reserve Account. (a) The Securities Administrator shall establish
and maintain with itself a separate, segregated trust account, which shall be an Eligible Account,
titled “Reserve Account, Wells Fargo Bank, National Association, as Securities Administrator f/b/o Bear
Stearns ALT-A Trust 2007-1, Mortgage Pass-Through Certificates, Series 2007-1, Class XP”. Funds on
deposit in the Class XP Reserve Account shall be held in trust by the Securities Administrator for the
holders of the Class XP Certificates. On the Closing Date, the Depositor shall deposit $100 into the
Class XP Reserve Account. The Class XP Reserve Account will not represent an interest in any 2007-1
REMIC.
(b) Any amount on deposit in the Class XP Reserve Account shall be held uninvested. On the
Business Day prior to each Distribution Date, the Securities Administrator shall withdraw the amount
then on deposit in the Class XP Reserve Account and deposit such amount into the Distribution Account to
be distributed to the Holders of the Class XP Certificates in accordance with Section 6.01(c) and with
regards to the initial $100 deposit, this Section 4.07. The initial $100 deposited in the Class XP
Reserve Account shall be applied to the Class XP Certificates on a pro rata basis upon the initial
certificate balances stated on the Class XP Certificates. In addition, on the earlier of (x) the
Business Day prior to the Distribution Date on which all the assets of the Trust Fund are repurchased as
described in Section 10.01(a) and (y) the Business Day prior to the Distribution Date occurring in April
2012, the Securities Administrator shall withdraw the amount on deposit in the Class XP Reserve Account,
deposit such amount into the Distribution Account and remit such amount to the Securities Administrator
and provide written instruction to the Securities Administrator to pay such amount to the Class XP
Certificates in accordance with this Section 4.07 and Section 6.01(c) and following such withdrawal the
Class XP Reserve Account shall be closed.
Section 4.08. Posted Collateral Account. The Trustee may, and does hereby, appoint the
Securities Administrator as its custodian under any Cap Contract. Upon the occurrence of a Rating Agency
Downgrade (as defined in the related Cap Contract) or as otherwise provided in a Cap Contract, the
Securities Administrator, on behalf of the Trustee, shall establish and maintain a Posted Collateral
Account, which shall be denominated “Citibank, N.A., as Trustee f/b/o holders of Structured Asset
Mortgage Investments II Inc., Bear Stearns ALT-A Trust 2007-1, Mortgage Pass-Through Certificates,
Series 2007-1 - Posted Collateral Account.” The Posted Collateral Account shall be an Eligible
Account. The Securities Administrator shall deposit into such account any amounts required to be posted
by the Counterparty pursuant to a Cap Contract.
ARTICLE V
Certificates
Section 5.01. Certificates. (a) The Depository, the Depositor and the Securities
Administrator have entered into a Depository Agreement dated as of the Closing Date (the “DepositoryAgreement”). Except for the Residual Certificates, the Private Certificates and the Individual
Certificates and as provided in Section 5.01(b), the Certificates shall at all times remain registered
in the name of the Depository or its nominee and at all times: (i) registration of such Certificates
may not be transferred by the Securities Administrator except to a successor to the Depository;
(ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be
governed by applicable rules established by the Depository; (iii) the Depository may collect its usual
and customary fees, charges and expenses from its Depository Participants; (iv) the Securities
Administrator shall deal with the Depository as representative of such Certificate Owners of the
respective Class of Certificates for purposes of exercising the rights of Certificateholders under this
Agreement, and requests and directions for and votes of such representative shall not be deemed to be
inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee and the
Securities Administrator may rely and shall be fully protected in relying upon information furnished by
the Depository with respect to its Depository Participants.
The Residual Certificates and the Private Certificates are initially Physical Certificates. If
at any time the Holders of all of the Certificates of one or more such Classes request that the
Securities Administrator cause such Class to become Global Certificates, the Securities Administrator
and the Depositor will take such action as may be reasonably required to cause the Depository to accept
such Class or Classes for trading if it may legally be so traded.
All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and
any Global Certificates shall be made in accordance with the procedures established by the Depository
Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall
only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for
which it acts as agent in accordance with the Depository’s normal procedures.
(b) If (i)(A) the Depositor advises the Securities Administrator in writing that the
Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B)
the Depositor is unable to locate a qualified successor within 30 days or (ii) the Depositor at its
option advises the Securities Administrator in writing that it elects to terminate the book-entry system
through the Depository, the Securities Administrator shall request that the Depository notify all
Certificate Owners of the occurrence of any such event and of the availability of definitive, fully
registered Certificates to Certificate Owners requesting the same. Upon surrender to the Securities
Administrator of the Certificates by the Depository, accompanied by registration instructions from the
Depository for registration, the Securities Administrator shall issue the definitive Certificates.
In addition, if an Event of Default has occurred and is continuing, each Certificate Owner
materially adversely affected thereby may at its option request a definitive Certificate evidencing such
Certificate Owner’s interest in the related Class of Certificates. In order to make such request, such
Certificate Owner shall, subject to the rules and procedures of the Depository, provide the Depository
or the related Depository Participant with directions for the Securities Administrator to exchange or
cause the exchange of the Certificate Owner’s interest in such Class of Certificates for an equivalent
interest in fully registered definitive form. Upon receipt by the Securities Administrator of
instructions from the Depository directing the Securities Administrator to effect such exchange (such
instructions to contain information regarding the Class of Certificates and the Certificate Principal
Balance being exchanged, the Depository Participant account to be debited with the decrease, the
registered holder of and delivery instructions for the definitive Certificate, and any other information
reasonably required by the Securities Administrator), (i) the Securities Administrator shall instruct
the Depository to reduce the related Depository Participant’s account by the aggregate Certificate
Principal Balance of the definitive Certificate, (ii) the Securities Administrator shall execute and
deliver, in accordance with the registration and delivery instructions provided by the Depository, a
Definitive Certificate evidencing such Certificate Owner’s interest in such Class of Certificates and
(iii) the Securities Administrator shall execute a new Book-Entry Certificate reflecting the reduction
in the aggregate Certificate Principal Balance of such Class of Certificates by the amount of the
definitive Certificates.
Neither the Depositor nor the Securities Administrator shall be liable for any delay in the
delivery of any instructions required pursuant to this Section 5.01(b) and may conclusively rely on, and
shall be protected in relying on, such instructions.
(c) (i) As provided herein, the REMIC Administrator will make an election to treat the
segregated pool of assets consisting of the Group II Mortgage Loans and certain other related assets
subject to this Agreement as a REMIC for federal income tax purposes, and such segregated pool of assets
will be designated as “REMIC I.” Component I of the Class R Certificates will represent the sole
Class of “residual interests” in REMIC I for purposes of the REMIC Provisions (as defined herein) under
federal income tax law. The following table irrevocably sets forth the designation, Uncertificated
Pass-Through Rate and initial Uncertificated Principal Balance for each of the “regular interests” in
REMIC I and the designation and Certificate Principal Balance of the Class R Certificates allocable to
Component I of the Class R Certificates. None of the REMIC I Regular Interests will be certificated.
Initial
Class Designation for each REMIC I Type of Uncertificated Uncertificated
Interest Interest Pass-Through Rate Principal Balance
------------------------------------ ------------- --------------------- ----------------------
Y-1 Regular Variable(1) $190,234.16
Y-2 Regular Variable(2) $40,866.07
Z-1 Regular Variable(1) $380,303,021.63
Z-2 Regular Variable(2) $81,691,273.86
Component I of the Class R Residual (3) $0
Certificates
_______________________
(1) Interest distributed to REMIC I Regular Interests Y-1 and Z-1 on each Distribution Date will have
accrued at the weighted average of the Net Rates for the Sub-Loan Group II-1 Mortgage Loans on the
applicable Uncertificated Principal Balance outstanding immediately before such Distribution Date.
(2) Interest distributed to REMIC I Regular Interests Y-2 and Z-2 on each Distribution Date will
have accrued at the weighted average of the Net Rates for the Sub-Loan Group II-2 Mortgage Loans on
the applicable Uncertificated Principal Balance outstanding immediately before such Distribution
Date.
(3) Component I of the Class R Certificates will not bear interest.
(ii) As provided herein, the REMIC Administrator will
make an election to treat the segregated pool of assets consisting of the REMIC I Regular Interests and
any proceeds thereof as a REMIC for federal income tax purposes, and such segregated pool of assets will
be designated as “REMIC II.” Component II of the Class R Certificates will represent the sole Class of
“residual interests” in REMIC II for purposes of the REMIC Provisions under federal income tax law. The
following table irrevocably sets forth the designation, Uncertificated Pass-Through Rate and initial
Uncertificated Principal Balance for each of the “regular interests” in REMIC II and the designation and
Certificate Principal Balance of the Class R Certificates allocable to Component II of the Class R
Certificates. None of the REMIC II Regular Interests will be certificated.
Initial
Class Designation for each REMIC II Type of Uncertificated Uncertificated
Interest Interest Pass-Through Rate Principal Balance
------------------------------------ ------------- --------------------- ----------------------
II-1A Regular Variable(1) $350,244,000.00
II-2A Regular Variable(2) $75,234,000.00
II-B-1 Regular Variable((3) $13,173,000.00
II-B-2 Regular Variable((3) $8,550,000.00
II-B-3 Regular Variable(3) $5,316,000.00
II-B-4 Regular Variable(3) $5,085,000.00
II-B-5 Regular Variable(3) $2,773,000.00
II-B-6 Regular Variable(3) $1,850,395.72
Component II of the Class R Residual (4) $0
Certificates
_______________________
(1) REMIC II Regular Interest II-1A will bear interest at a variable Pass-Through Rate equal to the
weighted average of the Net Rates of the Sub-Loan Group II-1 Mortgage Loans.
(2) REMIC II Regular Interests II-2A will bear interest at a variable Pass-Through Rate equal to the
weighted average of the Net Rates of the Sub-Loan Group II-2 Mortgage Loans.
(3) REMIC II Regular Interests II-B-1, II-B-2, II-B-3, II-B-4, II-B-5 and II-B-6 will each bear
interest at a variable Pass-Through Rate equal to the weighted average of the weighted average Net
Rate of the Mortgage Loans in each Sub-Loan Group in Loan Group II weighted in proportion to the
excess of the aggregate Stated Principal Balance of each Sub-Loan Group over the aggregate
Certificate Principal Balance of the related Senior Certificates (other than the Senior Interest
Only Certificates).
(4) Component II of the Class R Certificates will not bear interest.
(iii) As provided herein, the REMIC Administrator will make an election to treat the
segregated pool of assets consisting of the Group I Loans and certain other related assets subject to
this Agreement as a REMIC for federal income tax purposes, and such segregated pool of assets will be
designated as “REMIC III.” Component III of the Class R Certificates will represent the sole Class of
“residual interests” in REMIC III for purposes of the REMIC Provisions under federal income tax law. The
following table irrevocably sets forth the designation, Uncertificated Pass-Through Rate and initial
Uncertificated Principal Balance for each of the “regular interests” in REMIC III and the designation
and Certificate Principal Balance of the Class R Certificates allocable to Component III of the Class R
Certificates. None of the REMIC III Regular Interests will be certificated.
Initial
Class Designation for each REMIC Type of Uncertificated Uncertificated
III Interest Interest Pass-Through Rate Principal Balance
------------------------------------ ------------- --------------------- ----------------------
LT1 Regular Variable(1) $405,744,505.28
LT2 Regular Variable(1) $12,746.90
LT3 Regular 0.00% $27,834.39
LT4 Regular Variable(2) $27,834.39
Component III of the Class R Regular (3) $0
Certificates
_________________________
(1) REMIC III Regular Interests LT1 and LT2 will bear interest at a variable rate equal to the weighted
average of the Net Rates on the Group I Mortgage Loans.
(2) REMIC III Regular Interest LT4 will bear interest at a variable rate equal to twice the weighted
average of the Net Rates on the Group I Mortgage Loans.
(3) Component III of the Class R Certificates will not bear interest.
(iv) As provided herein, the REMIC Administrator will make an election to treat the
segregated pool of assets consisting of the REMIC II Regular Interests and the REMIC III Regular
Interests and any proceeds thereof as a REMIC for federal income tax purposes, and such segregated pool
of assets will be designated as “REMIC IV.” Component IV of the Class R Certificates will represent the
sole Class of “residual interests” in REMIC IV for purposes of the REMIC Provisions under federal income
tax law. The following table irrevocably sets forth the designation, Uncertificated Pass-Through Rate
(which is also the Pass-Through Rate for the Related Certificates) and initial Uncertificated Principal
Balance for each of the “regular interests” in REMIC IV, and the designation and Certificate Principal
Balance of the Class R Certificates allocable to Component IV of the Class R Certificates.
Class Designation for Type of Initial Uncertificated Uncertificated Pass-Through
each REMIC IV Interest Interest Principal Blance Rate
_______________________________________________________________________________________________________________
I-A-1 Regular $326,679,000.00 (1)
I-A-2 Regular $40,581,000.00 (1)
II-1A-1 Regular $319,995,000.00 (2)
II-1A-2 Regular $30,249,000.00 (2)
II-1X-1 Regular $0.00 (3)
II-2A-1 Regular $68,736,000.00 (4)
II-2A-2 Regular $6,498,000.00 (4)
II-2X-1 Regular $0.00 (5)
II-B-1 Regular $13,173,000.00 (6)
II-BX-1 Regular $0.00 (7)
II-B-2 Regular $8,550,000.00 (8)
II-B-3 Regular $5,316,000.00 (8)
II-B-4 Regular $5,085,000.00 (8)
II-B-5 Regular $2,773,000.00 (8)
II-B-6 Regular $1,850,000.00 (8)
I-M-1 Regular $1,850,395.72 (1)
I-M-2 Regular $8,725,000.00 (1)
I-B-1 Regular $4,667,000.00 (1)
I-B-2 Regular $1,623,000.00 (1)
I-B-3 Regular $2,029,000.00 (1)
I-B-4 Regular $2,435,000.00 (1)
XP Regular $100.00 (9)
B-IO-I and B-IO-P Regular $6,087,920.97 (10)
Component IV of the
Class R Certificates Residual $0.00 (11)
_________________________
(1) REMIC IV Regular Interests I-A-1, I-A-2, I-M-1, I-M-2, I-B-1, I-B-2, I-B-3 and I-B-4 will bear
interest at a variable rate equal to the least of (i) One-Month LIBOR plus the related Margin, (ii)
11.50% and (iii) the Net Rate Cap.
(2) On or prior to the Distribution Date in December 2011, REMIC IV Regular Interests II-1A-1 and
II-1A-2 will bear interest at a variable Pass-Through Rate equal to the weighted average of the Net
Rates of the Sub-Loan Group II Mortgage Loans minus 0.486% per annum. After the Distribution Date
in December 2011, REMIC IV Regular Interests II-1A-1 and II-1A-2 will bear interest at a variable
Pass-Through Rate equal to the weighted average of the Net Rates of the Sub-Loan Group II-1
Mortgage Loans.
(3) On or prior to the Distribution Date in December 2011, REMIC IV Regular Interest II-1X-1 will bear
interest at a fixed Pass-Through Rate equal to 0.486% per annum based on a notional amount equal to
the aggregate Certificate Principal Balance of REMIC IV Regular Interests II-1A-1 and II-1A-2.
After the Distribution Date in December 2011, REMIC IV Regular Interest II-1X-1 will not bear any
interest and the Pass-Through Rate will be equal to 0.00% per annum thereon.
(4) On or prior to the Distribution Date in December 2011, REMIC IV Regular Interests II-2A-1 and
II-2A-2 will bear interest at a variable Pass-Through Rate equal to the weighted average of the Net
Rates of the Sub-Loan Group II-2 Mortgage Loans minus 0.522% per annum. After the Distribution
Date in December 2011, REMIC IV Regular Interests II-2A-1 and II-2A-2 will bear interest at a
variable Pass-Through Rate equal to the weighted average of the Net Rates of the Sub-Loan Group
II-2 Mortgage Loans.
(5) On or prior to the Distribution Date in December 2011, REMIC IV Regular Interest II-2X-1 will bear
interest at a fixed Pass-Through Rate equal to 0.522% per annum based on a notional amount equal to
the aggregate Certificate Principal Balance of REMIC IV Regular Interests II-2A-1 and II-2A-2.
After the Distribution Date in December 2011, REMIC IV Regular Interest II-2X-1 will not bear any
interest and the Pass-Through Rate will be equal to 0.00% per annum thereon.
(6) On or prior to the Distribution Date in December 2011, REMIC IV Regular Interest II-B-1 will bear
interest at a variable Pass-Through Rate equal to the weighted average of the weighted average Net
Rate of the Mortgage Loans in each Sub-Loan Group in Loan Group II weighted in proportion to the
excess of the aggregate Stated Principal Balance of the Mortgage Loans included in each Sub-Loan
Group over the aggregate Certificate Principal Balance of the related Senior Certificates (other
than the Senior Interest Only Certificates) minus 0.325%. After the Distribution Date in December
2011, REMIC IV Regular Interest II-B-1 will bear interest at a variable Pass-Through rate equal to
the weighted average of the weighted average Net Rate of the Mortgage Loans in each Sub-Loan Group
in Loan Group II weighted in proportion to the excess of the aggregate Stated Principal Balance of
the Mortgage Loans included in each Sub-Loan Group over the aggregate Certificate Principal Balance
of the related Senior Certificates (other than the Senior Interest Only Certificates).
(7) On or prior to the Distribution Date in December 2011, the REMIC IV Regular Interest II-BX-1 will
bear interest at a fixed pass-through rate equal to approximately 0.325% per annum based on a
notional amount equal to the certificate principal balance of the Class II-B-1 Certificates. After
the Distribution Date in December 2011, the Class II-BX-1 Certificates will not bear any interest
and the pass-through rate will be equal to 0.00% per annum thereon.
(8) REMIC IV Regular Interests II-B-2, II-B-3, II-B-4, II-B-5 and II-B-6 will each bear interest at a
variable Pass-Through Rate equal to the weighted average of the weighted average Net Rate of the
Mortgage Loans in each Sub-Loan Group in Loan Group II weighted in proportion to the excess of the
aggregate Stated Principal Balance of the Mortgage Loans in each Sub-Loan Group over the aggregate
Certificate Principal Balance of the related Senior Certificates (other than the Senior Interest
Only Certificates).
(9) The Class XP Certificates will not bear any interest. The Class XP Certificates will be entitled
to receive Prepayment Charges collected with respect to the Prepayment Charge Loans. The Class XP
Certificates will not represent an interest in any REMIC.
(10) The Class B-IO Certificates will bear interest at a per annum rate equal to the Class B-IO
Pass-Through Rate on its Notional Amount. Amounts paid, or deemed paid, to the Class B-IO
Certificates shall be deemed to first be paid to REMIC IV Regular Interest B-IO-I in reduction of
accrued and unpaid interest thereon until such accrued and unpaid interest shall have been reduced
to zero and shall then be deemed paid to REMIC IV Regular Interest B-IO-P in reduction of the
principal balance thereof.
(11) Component IV of the Class R Certificates will not bear interest.
(vi) As provided herein, the REMIC Administrator will make an election to treat the
segregated pool of assets consisting of REMIC IV Regular Interests B-IO-I and B-IO-P and any proceeds
thereof as a REMIC for federal income tax purposes, and such segregated pool of assets will be
designated as “REMIC V.” The Class R-X Certificates will represent the sole Class of “residual
interests” in REMIC V for purposes of the REMIC Provisions under federal income tax law. The following
table irrevocably sets forth the designation, Uncertificated Pass-Through Rate and initial
Uncertificated Principal Balance for the single “regular interest” in REMIC V and the designation and
Certificate Principal Balance of the Class R-X Certificates.
Initial
Class Designation for each REMIC Type of Uncertificated Uncertificated
V Interest Interest Principal Balance Pass-Through Rate
B-IO Regular $6,087,920.97 (1)
Class R-X Certificates Residual $0 (2)
(1) The Class B-IO Certificates will bear interest at a per annum rate equal to the Class B-IO
Pass-Through Rate on its Notional Amount. The REMIC V Regular Interest will not have an
Uncertificated Pass-Through Rate, but will be entitled to 100% of all amounts distributed or deemed
distributed on REMIC IV Regular Interests B-IO-I and B-IO-P.
(2) The Class R-X Certificates will not bear interest.
(d) Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the
Distribution Date immediately following the maturity date for the Mortgage Loan with the latest maturity
date in the Trust Fund has been designated as the “latest possible maturity date” for the REMIC I
Regular Interests, REMIC II Regular Interests, REMIC III Regular Interests, REMIC IV Regular Interests
and REMIC V Regular Interest and the Certificates.
(e) With respect to each Distribution Date, each Class of Certificates shall accrue
interest during the related Interest Accrual Period. With respect to each Distribution Date and each
such Class of Certificates (other than the Residual Certificates or the Class B-IO Certificates),
interest shall be calculated, on the basis of a 360-day year and the actual number of days elapsed in
the related Interest Accrual Period, based upon the respective Pass-Through Rate set forth, or
determined as provided, above and the Certificate Principal Balance of such Class applicable to such
Distribution Date. With respect to each Distribution Date and the Class B-IO Certificates, interest
shall be calculated, on the basis of a 360-day year consisting of twelve 30-day months, based upon the
Pass-Through Rate set forth, or determined as provided, above and the Notional Amount of such Class
applicable to such Distribution Date.
(f) The Certificates shall be substantially in the forms set forth in Exhibits A-1, A-2,
A-3, A-4, A-5-1, A-5-2, A-6, A-7, A-8, A-9, A-10 and A-11. On original issuance, the Securities
Administrator shall sign, countersign and shall deliver them at the direction of the Depositor. Pending
the preparation of definitive Certificates of any Class, the Securities Administrator may sign and
countersign temporary Certificates that are printed, lithographed or typewritten, in authorized
denominations for Certificates of such Class, substantially of the tenor of the definitive Certificates
in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and
other variations as the officers or authorized signatories executing such Certificates may determine, as
evidenced by their execution of such Certificates. If temporary Certificates are issued, the Depositor
will cause definitive Certificates to be prepared without unreasonable delay. After the preparation of
definitive Certificates, the temporary Certificates shall be exchangeable for definitive Certificates
upon surrender of the temporary Certificates at the office of the Securities Administrator, without
charge to the Holder. Upon surrender for cancellation of any one or more temporary Certificates, the
Securities Administrator shall sign and countersign and deliver in exchange therefor a like aggregate
principal amount, in authorized denominations for such Class, of definitive Certificates of the same
Class. Until so exchanged, such temporary Certificates shall in all respects be entitled to the same
benefits as definitive Certificates.
(g) Each Class of Book-Entry Certificates will be registered as a single Certificate of
such Class held by a nominee of the Depository or the DTC Custodian, and beneficial interests will be
held by investors through the book-entry facilities of the Depository in minimum denominations of (i) in
the case of the Senior Certificates, $25,000 and in each case increments of $1.00 in excess thereof, and
(ii) in the case of the Offered Subordinate Certificates, $25,000 and increments of $1.00 in excess
thereof, except that one Certificate of each such Class may be issued in a different amount so that the
sum of the denominations of all outstanding Certificates of such Class shall equal the Certificate
Principal Balance of such Class on the Closing Date. On the Closing Date, the Securities Administrator
shall execute and countersign Physical Certificates all in an aggregate principal amount that shall
equal the Certificate Principal Balance of such Class on the Closing Date. The Group II Non-offered
Subordinate Certificates shall be issued in certificated fully-registered form in minimum dollar
denominations of $25,000 and integral multiples of $1.00 in excess thereof, except that one Group II
Non-offered Subordinate Certificate of each Class may be issued in a different amount so that the sum of
the denominations of all outstanding Private Certificates of such Class shall equal the Certificate
Principal Balance of such Class on the Closing Date. The Residual Certificates shall each be issued in
certificated fully-registered form with no denomination. Each Class of Global Certificates, if any,
shall be issued in fully registered form in minimum dollar denominations of $25,000 and integral
multiples of $1.00 in excess thereof, except that one Certificate of each Class may be in a different
denomination so that the sum of the denominations of all outstanding Certificates of such Class shall
equal the Certificate Principal Balance of such Class on the Closing Date. On the Closing Date, the
Securities Administrator shall execute and countersign (i) in the case of each Class of Offered
Certificates, the Certificate in the entire Certificate Principal Balance of the respective Class and
(ii) in the case of each Class of Private Certificates, Individual Certificates all in an aggregate
principal amount that shall equal the Certificate Principal Balance of each such respective Class on the
Closing Date. The Certificates referred to in clause (i) and if at any time there are to be Global
Certificates, the Global Certificates shall be delivered by the Depositor to the Depository or pursuant
to the Depository’s instructions, shall be delivered by the Depositor on behalf of the Depository to and
deposited with the DTC Custodian. The Securities Administrator shall sign the Certificates by facsimile
or manual signature and countersign them by manual signature on behalf of the Securities Administrator
by one or more authorized signatories, each of whom shall be Responsible Officers of the Securities
Administrator or its agent. A Certificate bearing the manual and facsimile signatures of individuals
who were the authorized signatories of the Securities Administrator or its agent at the time of issuance
shall bind the Securities Administrator, notwithstanding that such individuals or any of them have
ceased to hold such positions prior to the delivery of such Certificate.
(h) No Certificate shall be entitled to any benefit under this Agreement, or be valid for
any purpose, unless there appears on such Certificate the manually executed countersignature of the
Securities Administrator or its agent, and such countersignature upon any Certificate shall be
conclusive evidence, and the only evidence, that such Certificate has been duly executed and delivered
hereunder. All Certificates issued on the Closing Date shall be dated the Closing Date. All
Certificates issued thereafter shall be dated the date of their countersignature.
(i) The Closing Date is hereby designated as the “startup” day of each 2007-1 REMIC within
the meaning of Section 860G(a)(9) of the Code.
(j) For federal income tax purposes, each 2007-1 REMIC shall have a tax year that is a
calendar year and shall report income on an accrual basis.
(k) The Securities Administrator on behalf of the Trustee shall cause each 2007-1 REMIC to
timely elect to be treated as a REMIC under Section 860D of the Code. Any inconsistencies or
ambiguities in this Agreement or in the administration of any Trust established hereby shall be resolved
in a manner that preserves the validity of such elections.
(l) The following legend shall be placed on the Residual Certificates, whether upon
original issuance or upon issuance of any other Certificate of any such Class in exchange therefor or
upon transfer thereof:
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IF THE
PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE MASTER SERVICER AND THE
SECURITIES ADMINISTRATOR THAT (1) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY
STATE OR POLITICAL SUBDIVISION THEREOF, ANY POSSESSION OF THE UNITED STATES, OR ANY
AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER THAN AN INSTRUMENTALITY WHICH
IS A CORPORATION IF ALL OF ITS ACTIVITIES ARE SUBJECT TO TAX AND EXCEPT FOR FREDDIE
MAC, A MAJORITY OF ITS BOARD OF DIRECTORS IS NOT SELECTED BY SUCH GOVERNMENTAL UNIT),
(B) A FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR
INSTRUMENTALITY OF EITHER OF THE FOREGOING, (C) ANY ORGANIZATION (OTHER THAN CERTAIN
FARMERS’ COOPERATIVES DESCRIBED IN SECTION 521 OF THE CODE) WHICH IS EXEMPT FROM THE
TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX
IMPOSED BY SECTION 511 OF THE CODE (INCLUDING THE TAX IMPOSED BY SECTION 511 OF THE
CODE ON UNRELATED BUSINESS TAXABLE INCOME), (D) RURAL ELECTRIC AND TELEPHONE
COOPERATIVES DESCRIBED IN SECTION 1381(a)(2)(C) OF THE CODE, (E) AN ELECTING LARGE
PARTNERSHIP UNDER SECTION 775(a) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE
FOREGOING CLAUSES (A), (B), (C), (D) OR (E) BEING HEREIN REFERRED TO AS A
“DISQUALIFIED ORGANIZATION”), OR (F) AN AGENT OF A DISQUALIFIED ORGANIZATION, (2) NO
PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX AND (3) SUCH
TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION
OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE
REGISTER OR ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A
DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH
REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH
PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER,
INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH
HOLDER OF THIS CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE
CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH.
(m) Notwithstanding anything to the contrary contained herein, the Securities
Administrator shall not permit the transfer of a beneficial interest in a Class B-IO Certificate unless
the transferee executes and delivers to the Securities Administrator any certification that is required
pursuant to Section 9.10(f) prior to transfer. The following legend shall be placed on the Class B-IO
Certificates, whether upon original issuance or upon issuance of any other Certificate of any such Class
in exchange therefor or upon transfer thereof:
NO TRANSFER OF ANY CLASS B-IO CERTIFICATE SHALL BE MADE UNLESS THE PROPOSED
TRANSFEREE OF SUCH CLASS B-IO CERTIFICATE PROVIDES TO THE SECURITIES ADMINISTRATOR AND
ANY PAYING AGENT THE APPROPRIATE TAX CERTIFICATION FORM (I.E., IRS FORM W-9 OR IRS
FORM W-8BEN, W-8IMY, W-8EXP OR W-8ECI, AS APPLICABLE (OR ANY SUCCESSOR FORM THERETO))
AND AGREES TO UPDATE SUCH FORMS (I) UPON EXPIRATION OF ANY SUCH FORM, (II) AS REQUIRED
UNDER THEN APPLICABLE U.S. TREASURY REGULATIONS AND (III) PROMPTLY UPON LEARNING THAT
SUCH FORM HAS BECOME OBSOLETE OR INCORRECT, AS A CONDITION TO SUCH TRANSFER. UNDER THE
AGREEMENT, UPON RECEIPT OF ANY SUCH TAX CERTIFICATION FORM FROM A TRANSFEREE OF ANY
CLASS B-IO CERTIFICATE, THE SECURITIES ADMINISTRATOR SHALL FORWARD SUCH TAX
CERTIFICATION FORM PROVIDED TO IT TO THE COUNTERPARTY. EACH HOLDER OF A CLASS B-IO
CERTIFICATE AND EACH TRANSFEREE THEREOF SHALL BE DEEMED TO HAVE CONSENTED TO THE
SECURITIES ADMINISTRATOR FORWARDING TO THE COUNTERPARTY ANY SUCH TAX CERTIFICATION
FORM IT HAS PROVIDED AND UPDATED IN ACCORDANCE WITH THESE TRANSFER RESTRICTIONS. ANY
PURPORTED SALES OR TRANSFERS OF ANY CLASS B-IO CERTIFICATE TO A TRANSFEREE WHICH DOES
NOT COMPLY WITH THESE REQUIREMENTS SHALL BE DEEMED NULL AND VOID UNDER THE AGREEMENT.
Section 5.02. Registration of Transfer and Exchange of Certificates. (a) The Securities
Administrator shall maintain at its Corporate Trust Office a Certificate Register in which, subject to
such reasonable regulations as it may prescribe, the Securities Administrator shall provide for the
registration of Certificates and of transfers and exchanges of Certificates as herein provided.
(b) Subject to Section 5.01(a) and, in the case of any Global Certificate or Physical
Certificate upon the satisfaction of the conditions set forth below, upon surrender for registration of
transfer of any Certificate at any office or agency of the Securities Administrator maintained for such
purpose, the Securities Administrator shall sign, countersign and shall deliver, in the name of the
designated transferee or transferees, a new Certificate of a like Class and aggregate Fractional
Undivided Interest, but bearing a different number.
(c) By acceptance of a Private Certificate or a Residual Certificate, whether upon
original issuance or subsequent transfer, each holder of such Certificate acknowledges the restrictions
on the transfer of such Certificate set forth in the Securities Legend and agrees that it will transfer
such a Certificate only as provided herein. In addition to the provisions of Section 5.02(h), the
following restrictions shall apply with respect to the transfer and registration of transfer of an
Private Certificate or a Residual Certificate to a transferee that takes delivery in the form of an
Individual Certificate:
(i) The Securities Administrator shall register the transfer of an Individual
Certificate if the requested transfer is being made to a transferee who has provided the Securities
Administrator with a Rule 144A Certificate or comparable evidence as to its QIB status.
(ii) The Securities Administrator shall register the transfer of any Individual
Certificate if (x) the transferor has advised the Securities Administrator in writing that the
Certificate is being transferred to an Institutional Accredited Investor along with facts surrounding
the transfer as set forth in Exhibit F-3 hereto; and (y) prior to the transfer the transferee furnishes
to the Securities Administrator an Investment Letter (and the Securities Administrator shall be fully
protected in so doing), provided that, if based upon an Opinion of Counsel addressed to the Securities
Administrator to the effect that the delivery of (x) and (y) above are not sufficient to confirm that
the proposed transfer is being made pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act and other applicable laws, the Securities
Administrator shall as a condition of the registration of any such transfer require the transferor to
furnish such other certifications, legal opinions or other information prior to registering the transfer
of an Individual Certificate as shall be set forth in such Opinion of Counsel.
(d) So long as a Global Certificate of such Class is outstanding and is held by or on
behalf of the Depository, transfers of beneficial interests in such Global Certificate, or transfers by
holders of Individual Certificates of such Class to transferees that take delivery in the form of
beneficial interests in the Global Certificate, may be made only in accordance with Section 5.02(h), the
rules of the Depository and the following:
(i) In the case of a beneficial interest in the Global Certificate being
transferred to an Institutional Accredited Investor, such transferee shall be required to take delivery
in the form of an Individual Certificate or Certificates and the Securities Administrator shall register
such transfer only upon compliance with the provisions of Section 5.02(c)(ii).
(ii) In the case of a beneficial interest in a Class of Global Certificates being
transferred to a transferee that takes delivery in the form of an Individual Certificate or Certificates
of such Class, except as set forth in clause (i) above, the Securities Administrator shall register such
transfer only upon compliance with the provisions of Section 5.02(c)(i).
(iii) In the case of an Individual Certificate of a Class being transferred to a
transferee that takes delivery in the form of a beneficial interest in a Global Certificate of such
Class, the Securities Administrator shall register such transfer if the transferee has provided the
Securities Administrator with a Rule 144A Certificate or comparable evidence as to its QIB status.
(iv) No restrictions shall apply with respect to the transfer or registration of
transfer of a beneficial interest in the Global Certificate of a Class to a transferee that takes
delivery in the form of a beneficial interest in the Global Certificate of such Class; provided that
each such transferee shall be deemed to have made such representations and warranties contained in the
Rule 144A Certificate as are sufficient to establish that it is a QIB.
(e) Subject to Section 5.02(h), an exchange of a beneficial interest in a Global
Certificate of a Class for an Individual Certificate or Certificates of such Class, an exchange of an
Individual Certificate or Certificates of a Class for a beneficial interest in the Global Certificate of
such Class and an exchange of an Individual Certificate or Certificates of a Class for another
Individual Certificate or Certificates of such Class (in each case, whether or not such exchange is made
in anticipation of subsequent transfer, and, in the case of the Global Certificate of such Class, so
long as such Certificate is outstanding and is held by or on behalf of the Depository) may be made only
in accordance with Section 5.02(h), the rules of the Depository and the following:
(i) A holder of a beneficial interest in a Global Certificate of a Class may at
any time exchange such beneficial interest for an Individual Certificate or Certificates of such Class.
(ii) A holder of an Individual Certificate or Certificates of a Class may exchange
such Certificate or Certificates for a beneficial interest in the Global Certificate of such Class if
such holder furnishes to the Securities Administrator a Rule 144A Certificate or comparable evidence as
to its QIB status.
(iii) A holder of an Individual Certificate of a Class may exchange such Certificate
for an equal aggregate principal amount of Individual Certificates of such Class in different authorized
denominations without any certification.
(f) (i) Upon acceptance for exchange or transfer of an Individual Certificate of a
Class for a beneficial interest in a Global Certificate of such Class as provided herein, the Securities
Administrator shall cancel such Individual Certificate and shall (or shall request the Depository to)
endorse on the schedule affixed to the applicable Global Certificate (or on a continuation of such
schedule affixed to the Global Certificate and made a part thereof) or otherwise make in its books and
records an appropriate notation evidencing the date of such exchange or transfer and an increase in the
certificate balance of the Global Certificate equal to the certificate balance of such Individual
Certificate exchanged or transferred therefor.
(ii) Upon acceptance for exchange or transfer of a beneficial interest in a Global
Certificate of a Class for an Individual Certificate of such Class as provided herein, the Securities
Administrator shall (or shall request the Depository to) endorse on the schedule affixed to such Global
Certificate (or on a continuation of such schedule affixed to such Global Certificate and made a part
thereof) or otherwise make in its books and records an appropriate notation evidencing the date of such
exchange or transfer and a decrease in the certificate balance of such Global Certificate equal to the
certificate balance of such Individual Certificate issued in exchange therefor or upon transfer thereof.
(g) The Securities Legend shall be placed on any Individual Certificate issued in exchange
for or upon transfer of another Individual Certificate or of a beneficial interest in a Global
Certificate.
(h) Subject to the restrictions on transfer and exchange set forth in this Section 5.02,
the holder of any Individual Certificate may transfer or exchange the same in whole or in part (in an
initial certificate balance equal to the minimum authorized denomination set forth in Section 5.01(g) or
any integral multiple of $1.00 in excess thereof) by surrendering such Certificate at the Corporate
Trust Office of the Securities Administrator, or at the office of any transfer agent, together with an
executed instrument of assignment and transfer satisfactory in form and substance to the Securities
Administrator in the case of transfer and a written request for exchange in the case of exchange. The
holder of a beneficial interest in a Global Certificate may, subject to the rules and procedures of the
Depository, cause the Depository (or its nominee) to notify the Securities Administrator in writing of a
request for transfer or exchange of such beneficial interest for an Individual Certificate or
Certificates. Following a proper request for transfer or exchange, the Securities Administrator shall,
within five Business Days of such request made at the Corporate Trust Office of the Securities
Administrator, sign, countersign and deliver at the Corporate Trust Office of the Securities
Administrator, to the transferee (in the case of transfer) or holder (in the case of exchange) or send
by first class mail at the risk of the transferee (in the case of transfer) or holder (in the case of
exchange) to such address as the transferee or holder, as applicable, may request, an Individual
Certificate or Certificates, as the case may require, for a like aggregate Fractional Undivided Interest
and in such authorized denomination or denominations as may be requested. The presentation for transfer
or exchange of any Individual Certificate shall not be valid unless made at the Corporate Trust Office
of the Securities Administrator by the registered holder in person, or by a duly authorized
attorney-in-fact.
(i) At the option of the Certificateholders, Certificates may be exchanged for other
Certificates of authorized denominations of a like Class and aggregate Fractional Undivided Interest,
upon surrender of the Certificates to be exchanged at the Corporate Trust Office of the Securities
Administrator; provided, however, that no Certificate may be exchanged for new Certificates unless the
original Fractional Undivided Interest represented by each such new Certificate (i) is at least equal to
the minimum authorized denomination or (ii) is acceptable to the Depositor as indicated to the
Securities Administrator in writing. Whenever any Certificates are so surrendered for exchange, the
Securities Administrator shall sign and countersign and the Securities Administrator shall deliver the
Certificates which the Certificateholder making the exchange is entitled to receive.
(j) If the Securities Administrator so requires, every Certificate presented or
surrendered for transfer or exchange shall be duly endorsed by, or be accompanied by a written
instrument of transfer, with a signature guarantee, in form satisfactory to the Securities
Administrator, duly executed by the holder thereof or his or her attorney duly authorized in writing.
(k) No service charge shall be made for any transfer or exchange of Certificates, but the
Securities Administrator may require payment of a sum sufficient to cover any tax or governmental charge
that may be imposed in connection with any transfer or exchange of Certificates.
(l) The Securities Administrator shall cancel all Certificates surrendered for transfer or
exchange but shall retain such Certificates in accordance with its standard retention policy or for such
further time as is required by the record retention requirements of the Exchange Act, and thereafter may
destroy such Certificates.
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates. (a) If (i) any
mutilated Certificate is surrendered to the Securities Administrator, or the Securities Administrator
receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, and
(ii) there is delivered to the Securities Administrator such security or indemnity as it may require to
save it harmless, and (iii) the Securities Administrator has not received notice that such Certificate
has been acquired by a third Person, the Securities Administrator shall sign, countersign and deliver,
in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new
Certificate of like tenor and Fractional Undivided Interest but in each case bearing a different
number. The mutilated, destroyed, lost or stolen Certificate shall thereupon be canceled of record by
the Securities Administrator and shall be of no further effect and evidence no rights.
(b) Upon the issuance of any new Certificate under this Section 5.03, the Securities
Administrator may require the payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in relation thereto and any other expenses (including the fees and expenses of the
Securities Administrator) connected therewith. Any duplicate Certificate issued pursuant to this
Section 5.03 shall constitute complete and indefeasible evidence of ownership in the Trust Fund, as if
originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.
Section 5.04. Persons Deemed Owners. Prior to due presentation of a Certificate for
registration of transfer, the Depositor, the Securities Administrator and any agent of the Depositor or
the Securities Administrator may treat the Person in whose name any Certificate is registered as the
owner of such Certificate for the purpose of receiving distributions pursuant to Section 6.01 and for
all other purposes whatsoever. Neither the Depositor, the Securities Administrator nor any agent of the
Depositor or the Securities Administrator shall be affected by notice to the contrary. No Certificate
shall be deemed duly presented for a transfer effective on any Record Date unless the Certificate to be
transferred is presented no later than the close of business on the third Business Day preceding such
Record Date.
Section 5.05. Transfer Restrictions on Residual Certificates. (a) Residual Certificates, or
interests therein, may not be transferred without the prior express written consent of the Tax Matters
Person and the Sponsor, which cannot be unreasonably withheld. As a prerequisite to such consent, the
proposed transferee must provide the Tax Matters Person, the Sponsor and the Securities Administrator
with an affidavit that the proposed transferee is a Permitted Transferee (and an affidavit that it is a
U.S. Person, unless, in the case of a Class R Certificate only, the Tax Matters Person and the Sponsor
consent to the transfer to a person who is not a U.S. Person) as provided in Section 5.05(b).
(b) No transfer, sale or other disposition of a Residual Certificate (including a
beneficial interest therein) may be made unless, prior to the transfer, sale or other disposition of a
Residual Certificate, the proposed transferee (including the initial purchasers thereof) delivers to the
Tax Matters Person, the Securities Administrator and the Depositor an affidavit in the form attached
hereto as Exhibit E stating, among other things, that as of the date of such transfer (i) such
transferee is a Permitted Transferee and that (ii) such transferee is not acquiring such Residual
Certificate for the account of any person who is not a Permitted Transferee. The Tax Matters Person
shall not consent to a transfer of a Residual Certificate if it has actual knowledge that any statement
made in the affidavit issued pursuant to the preceding sentence is not true. Notwithstanding any
transfer, sale or other disposition of a Residual Certificate to any Person who is not a Permitted
Transferee, such transfer, sale or other disposition shall be deemed to be of no legal force or effect
whatsoever and such Person shall not be deemed to be a Holder of a Residual Certificate for any purpose
hereunder, including, but not limited to, the receipt of distributions thereon. If any purported
transfer shall be in violation of the provisions of this Section 5.05(b), then the prior Holder thereof
shall, upon discovery that the transfer of such Residual Certificate was not in fact permitted by this
Section 5.05(b), be restored to all rights as a Holder thereof retroactive to the date of the purported
transfer. None of the Securities Administrator, the Tax Matters Person or the Depositor shall be under
any liability to any Person for any registration or transfer of a Residual Certificate that is not
permitted by this Section 5.05(b) or for making payments due on such Residual Certificate to the
purported Holder thereof or taking any other action with respect to such purported Holder under the
provisions of this Agreement so long as the written affidavit referred to above was received with
respect to such transfer, and the Tax Matters Person, the Securities Administrator and the Depositor, as
applicable, had no knowledge that it was untrue. The prior Holder shall be entitled to recover from any
purported Holder of a Residual Certificate that was in fact not a permitted transferee under this
Section 5.05(b) at the time it became a Holder all payments made on such Residual Certificate. Each
Holder of a Residual Certificate, by acceptance thereof, shall be deemed for all purposes to have
consented to the provisions of this Section 5.05(b) and to any amendment of this Agreement deemed
necessary (whether as a result of new legislation or otherwise) by counsel of the Tax Matters Person or
the Depositor to ensure that the Residual Certificates are not transferred to any Person who is not a
Permitted Transferee and that any transfer of such Residual Certificates will not cause the imposition
of a tax upon the Trust or cause any 2007-1 REMIC to fail to qualify as a REMIC.
(c) The Class R-X Certificates (including a beneficial interest therein) and, unless the
Tax Matters Person shall have consented in writing (which consent may be withheld in the Tax Matters
Person’s sole discretion), the Class R Certificates (including a beneficial interest therein), may not
be purchased by or transferred to any person who is not a United States Person.
(d) By accepting a Residual Certificate, the purchaser thereof agrees to be a Tax Matters
Person if it is the Holder of the largest percentage interest of such Certificate, and appoints the
Securities Administrator to act on its behalf with respect to all matters concerning the tax obligations
of the Trust.
Section 5.06. Restrictions on Transferability of Certificates. (a) No offer, sale, transfer
or other disposition (including pledge) of any Certificate shall be made by any Holder thereof unless
registered under the Securities Act, or an exemption from the registration requirements of the
Securities Act and any applicable state securities or “Blue Sky” laws is available. Except with respect
to (i) the initial transfer of the Class XP Certificates or Class R-X Certificate on the Closing Date,
(ii) the transfer of any Class of Certificates including the Class R-X Certificates and the Class B-IO
Certificates to any NIM Issuer or any NIM Trustee or in connection with the issuance of any NIM
Securities, or (iii) a transfer of the Class XP Certificates or Class R-X Certificate to the Depositor
or any Affiliate of the Depositor, in the event that a transfer of a Certificate which is a Physical
Certificate is to be made in reliance upon an exemption from the Securities Act and applicable state
securities laws, in order to assure compliance with the Securities Act and such laws, and the
prospective transferee (other than the Depositor) of such Certificate signs and delivers to the
Securities Administrator an Investment Letter, if the transferee is an Institutional Accredited
Investor, in the form set forth as Exhibit F-l hereto, or a Rule 144A Certificate, if the transferee is
a QIB, in the form set forth as Exhibit F-2 hereto. Notwithstanding the provisions of the immediately
preceding sentence, no restrictions shall apply with respect to the transfer or registration of transfer
of a beneficial interest in any Certificate that is a Global Certificate of a Class to a transferee that
takes delivery in the form of a beneficial interest in the Global Certificate of such Class provided
that each such transferee shall be deemed to have made such representations and warranties contained in
the Rule 144A Certificate as are sufficient to establish that it is a QIB. In the case of a proposed
transfer of any Certificate to a transferee other than a QIB, the Securities Administrator may require
an Opinion of Counsel addressed to the Securities Administrator that such transaction is exempt from the
registration requirements of the Securities Act. The cost of such opinion shall not be an expense of
the Securities Administrator or the Trust Fund.
(b) The Private Certificates shall each bear a Securities Legend.
Section 5.07. ERISA Restrictions. (a) Subject to the provisions of Sub-Section (b), no
Residual Certificates or Private Certificates may be acquired directly or indirectly by, or on behalf
of, an employee benefit plan or other retirement arrangement that is subject to Title I of ERISA or
Section 4975 of the Code (a “Plan”), or by a person using “plan assets” of a Plan, unless the proposed
transferee provides the Securities Administrator, with an Opinion of Counsel addressed to the Master
Servicer, the Trustee and the Securities Administrator (upon which they may rely) that is satisfactory
to the Securities Administrator, which opinion will not be at the expense of the Master Servicer, the
Trustee or the Securities Administrator, that the purchase of such Certificates by or on behalf of such
Plan is permissible under applicable law, will not constitute or result in a nonexempt prohibited
transaction under ERISA or Section 4975 of the Code and will not subject the Depositor, the Master
Servicer, the Trustee or the Securities Administrator to any obligation in addition to those undertaken
in the Agreement.
(b) Unless such Person has provided an Opinion of Counsel in accordance with Section
5.07(a), any Person acquiring an interest in a Global Certificate which is a Private Certificate, by
acquisition of such Certificate, shall be deemed to have represented to the Securities Administrator,
and any Person acquiring an interest in a Private Certificate in definitive form shall represent in
writing to the Securities Administrator, that it is not acquiring an interest in such Certificate
directly or indirectly by, or on behalf of, or with “plan assets” of, an employee benefit plan or other
retirement arrangement which is subject to Title I of ERISA and/or Section 4975 of the Code.
(c) Each beneficial owner of a Class I-M-1, Class I-M-2, Class I-B-1, Class I-B-2, Class
I-B-3, Class I-B-4, Class II-B-1, Class II-BX-1, Class II-B-2, Class II-B-3, Class II-B-4, Class II-B-4,
Class II-B-5 or Class II-B-6 Certificate or any interest therein shall be deemed to have represented, by
virtue of its acquisition or holding of that certificate or interest therein, that either (i) such
Certificate is rated at least “BBB-” or its equivalent by S&P or Moody’s, (ii) such beneficial owner is
not a Plan or investing with “plan assets” of any Plan, or (iii) (1) it is an insurance company, (2) the
source of funds used to acquire or hold the certificate or interest therein is an “insurance company
general account,” as such term is defined in Prohibited Transaction Class Exemption (“PTCE”) 95-60, and
(3) the conditions in Sections I and III of PTCE 95-60 have been satisfied.
(d) Neither the Master Servicer nor the Securities Administrator will be required to
monitor, determine or inquire as to compliance with the transfer restrictions with respect to the Global
Certificates. Any attempted or purported transfer of any Certificate in violation of the provisions of
Sections (a), (b) or (c) above shall be void ab initio and such Certificate shall be considered to have
been held continuously by the prior permitted Certificateholder. Any transferor of any Certificate in
violation of such provisions, shall indemnify and hold harmless the Securities Administrator and the
Master Servicer from and against any and all liabilities, claims, costs or expenses incurred by the
Securities Administrator or the Master Servicer as a result of such attempted or purported transfer.
The Securities Administrator shall have no liability for transfer of any such Global Certificates in or
through book-entry facilities of any Depository or between or among Depository Participants or
Certificate Owners made in violation of the transfer restrictions set forth herein.
Section 5.08. Rule 144A Information. For so long as any Private Certificates are
outstanding, (1) the Sponsor will provide or cause to be provided to any holder of such Private
Certificates and any prospective purchaser thereof designated by such a holder, upon the request of such
holder or prospective purchaser, the information required to be provided to such holder or prospective
purchaser by Rule 144A(d)(4) under the Securities Act; and (2) the Sponsor shall update such information
from time to time in order to prevent such information from becoming false and misleading and will take
such other actions as are necessary to ensure that the safe harbor exemption from the registration
requirements of the Securities Act under Rule 144A is and will be available for resales of such Private
Certificates conducted in accordance with Rule 144A.
ARTICLE VI
Payments to Certificateholders
Section 6.01. Distributions on the Group I Certificates. (a) On each Distribution Date,
with respect to Loan Group I, an amount equal to the Interest Funds and Principal Funds for such
Distribution Date shall be withdrawn by the Securities Administrator from the Distribution Account in
respect of Loan Group I to the extent of funds on deposit therein and distributed in the following order
of priority:
First, Interest Funds will be distributed, in the following manner and order of priority:
1. From Interest Funds, to the Class I-A-1 Certificates and Class I-A-2
Certificates, the Current Interest and then any Interest Carry Forward Amount for each such
Class, on a pro rata basis, based on the Current Interest and Interest Carry Forward Amount
owed to each such Class;
2. From remaining Interest Funds, to the Class I-M-1, Class I-M-2, Class I-B-1,
Class I-B-2, Class I-B-3 and Class I-B-4 Certificates, sequentially, in that order, the Current
Interest for each such Class;
3. Any Excess Spread, to the extent necessary to cause the Overcollateralization
Amount to equal to the Overcollateralization Target Amount, will be the Extra Principal
Distribution Amount and will be included as part of the Principal Distribution Amount and
distributed in accordance with second (A) and (B) below; and
4. Any Remaining Excess Spread will be applied, together with the
Overcollateralization Release Amount, as Excess Cashflow pursuant to clauses Third through
Fourteenth below.
On any Distribution Date, any shortfalls resulting from the application of the Relief Act and
any Prepayment Interest Shortfalls to the extent not covered by Compensating Interest Payments will be
allocated as set forth in the definition of Current Interest herein.
Second, to pay as principal on the Certificates entitled to payments of principal, in the
following order of priority:
(A) For each Distribution Date (i) prior to the Stepdown Date or (ii) on which a Trigger
Event is in effect, from Principal Funds and the Extra Principal Distribution Amount for such
Distribution Date:
1. To the Class I-A-1 Certificates and Class I-A-2 Certificates, on a pro rata
basis in accordance with their respective Certificate Principal Balances, an amount equal to
the Principal Distribution Amount until the Certificate Principal Balance of each such Class is
reduced to zero;
2. To the Class I-M-1 Certificates, any remaining Principal Distribution Amount
until the Certificate Principal Balance thereof is reduced to zero;
3. To the Class I-M-2 Certificates, any remaining Principal Distribution Amount
until the Certificate Principal Balance thereof is reduced to zero;
4. To the Class I-B-1 Certificates, any remaining Principal Distribution Amount
until the Certificate Principal Balance thereof is reduced to zero;
5. To the Class I-B-2 Certificates, any remaining Principal Distribution Amount
until the Certificate Principal Balance thereof is reduced to zero;
6. To the Class I-B-3 Certificates, any remaining Principal Distribution Amount
until the Certificate Principal Balance thereof is reduced to zero; and
7. To the Class I-B-4 Certificates, any remaining Principal Distribution Amount
until the Certificate Principal Balance thereof is reduced to zero.
(B) For each Distribution Date on or after the Stepdown Date, so long as a Trigger Event
is not in effect, from Principal Funds and the Extra Principal Distribution Amount for such
Distribution Date:
1. To the Class I-A-1 Certificates and Class I-A-2 Certificates, from
the Principal Distribution Amount, an amount equal to the Class I-A Principal Distribution
Amount will be distributed pro rata between the Class I-A-1 Certificates and the Class I-A-2
Certificates in accordance with their respective Certificate Principal Balances, until the
Certificate Principal Balance of each such Class is reduced to zero;
2. To the Class I-M-1 Certificates, from any remaining Principal Distribution
Amount, the Class I-M-1 Principal Distribution Amount, until the Certificate Principal Balance
thereof is reduced to zero;
3. To the Class I-M-2 Certificates, from any remaining Principal Distribution
Amount, the Class I-M-2 Principal Distribution Amount, until the Certificate Principal Balance
thereof is reduced to zero;
4. To the Class I-B-1 Certificates, from any remaining Principal Distribution
Amount, the Class I-B-1 Principal Distribution Amount, until the Certificate Principal Balance
thereof is reduced to zero;
5. To the Class I-B-2 Certificates, from any remaining Principal Distribution
Amount, the Class I-B-2 Principal Distribution Amount, until the Certificate Principal Balance
thereof is reduced to zero; and
6. To the Class I-B-3 Certificates, from any remaining Principal Distribution
Amount, the Class I-B-3 Principal Distribution Amount, until the Certificate Principal Balance
thereof is reduced to zero.
7. To the Class I-B-4 Certificates, from any remaining Principal Distribution
Amount, the Class I-B-4 Principal Distribution Amount, until the Certificate Principal Balance
thereof is reduced to zero.
Third, from any remaining Excess Cashflow, the following amounts to each Class of Class I-A
Certificates, on a pro rata basis in accordance with the respective amounts owed to each such Class: (a)
any Interest Carry Forward Amount to the extent not paid pursuant to clause First 1 above and then (b)
any Unpaid Realized Loss Amount, in each case for each such Class for such Distribution Date;
Fourth, from any remaining Excess Cashflow, the following amounts to the Class I-M-1
Certificates: (a) any Interest Carry Forward Amount and then (b) any Unpaid Realized Loss Amount, in
each case for such Class for such Distribution Date;
Fifth, from any remaining Excess Cashflow, the following amounts to the Class I-M-2
Certificates: (a) any Interest Carry Forward Amount and then (b) any Unpaid Realized Loss Amount, in
each case for such Class for such Distribution Date;
Sixth, from any remaining Excess Cashflow, the following amounts to the Class I-B-1
Certificates: (a) any Interest Carry Forward Amount and then (b) any Unpaid Realized Loss Amount, in
each case for such Class for such Distribution Date;
Seventh, from any remaining Excess Cashflow, the following amounts to the Class I-B-2
Certificates: (a) any Interest Carry Forward Amount and then (b) any Unpaid Realized Loss Amount, in
each case for such Class for such Distribution Date;
Eighth, from any remaining Excess Cashflow, the following amounts to the Class I-B-3
Certificates: (a) any Interest Carry Forward Amount and then (b) any Unpaid Realized Loss Amount, in
each case for such Class for such Distribution Date;
Ninth, from any remaining Excess Cashflow, the following amounts to the Class I-B-4
Certificates: (a) any Interest Carry Forward Amount and then (b) any Unpaid Realized Loss Amount, in
each case for such Class for such Distribution Date;
Tenth, from any remaining Excess Cashflow, to each Class of Class I-A Certificates, any Basis
Risk Shortfall Carryforward Amount (remaining unpaid after payments are made under the related Cap
Contracts) for each such Class for such Distribution Date, pro rata, based on the Basis Risk Shortfall
and Basis Risk Shortfall Carry Forward Amount owed to each such Class (any such amounts being first
deposited to, and then immediately withdrawn from, the Reserve Fund as provided in Section 4.06);
Eleventh, from any remaining Excess Cashflow, to the Class I-M-1, Class I-M-2, Class I-B-1,
Class I-B-2, Class I-B-3 and Class I-B-4 Certificates, in that order, any Basis Risk Shortfall
Carryforward Amount (remaining unpaid after payments are made under the related Cap Contracts), in each
case for such Class for such Distribution Date (any such amounts being first deposited to, and then
immediately withdrawn from, the Reserve Fund as provided in Section 4.06);
Twelfth, from any remaining Excess Cashflow, to the Class B-IO Certificates, the Class B-IO
Distribution Amount for such Distribution Date;
Thirteenth, from any remaining Excess Cashflow, to the Class B-IO Certificates, any
unreimbursed Class B-IO Advances; and
Fourteenth any remaining amounts to the Residual Certificates.
All payments of amounts in respect of Basis Risk Shortfalls or Basis Risk Shortfall
Carryforward Amounts made pursuant to the provisions of this paragraph (a) shall, for federal income tax
purposes, be deemed to have been distributed from REMIC V to the holders of the Class B-IO Certificates,
and then paid outside of any 2007-1 REMIC to the recipients thereof pursuant to an interest rate cap
contract. By accepting their Certificates the holders of the Certificates agree so to treat such
payments for purposes of filing their income tax returns.
(b) On each Distribution Date, the related Cap Contract Payment Amount with respect to
such Payment Date shall be distributed in the following order of priority, in each case to the extent of
amounts available:
(i) first, to the holders of the related Class or Classes of Certificates, the
payment of any Basis Risk Shortfall Carry Forward Amount for such Distribution Date;
(ii) second, from any remaining amounts, the payment of an amount equal to any
Current Interest and Interest Carry Forward Amount for the related Class or Classes of Certificates to
the extent not covered by Interest Funds or Excess Cashflow on such Distribution Date;
(iii) third, from any remaining amounts, available from the Cap Contracts relating
to the Group I Offered Certificates and the Class I-B-4 Certificates, first to the Class I-A-1
Certificates and the Class I-A-2 Certificates, pro rata, and then to the Class I-M-1, the Class I-M-2,
the Class I-B-1, the Class I-B-2, the Class I-B-3 and the Class I-B-4 Certificates, in that order, Basis
Risk Shortfall Carry Forward Amounts (to the extent not paid pursuant to clause (i) above) and Current
Interest and Interest Carry Forward Amounts for such Classes (to the extent not paid pursuant to clause
(ii) above or not covered by Interest Funds or Excess Cashflow) on such Distribution Date; and
(iv) fourth, to the Class B-IO Certificates, any remaining amount.
On each Distribution Date, amounts on deposit in the Reserve Fund held for the benefit of the
Group I Offered Certificates and the Class I-B-4 Certificates will be allocated first to the Class I-A
Certificates, pro rata, based on the current Realized Losses and any Unpaid Realized Loss Amount for
each such Class for such Distribution Date, and then to the Class I-M-1, Class I-M-2, Class I-B-1, Class
I-B-2, Class I-B-3 and Class I-B-4 Certificates, in that order, to pay any current Realized Losses and
any Unpaid Realized Loss Amount, in each case, for such Class and for such Distribution Date to the
extent not covered by Excess Cashflow on such Distribution Date.
All Cap Contract Payment Amounts made with respect to Current Interest and Interest Carry
Forward Amounts will be treated, for federal income tax purposes, as reimbursable advances (“Class B-IOAdvances”) made from the holder of the Class B-IO Certificates. Such Class B-IO Advances will be paid
back to the holder of the Class B-IO Certificate pursuant to Section 6.01(a).
(c) On each Distribution Date, all amounts transferred from the Class XP Reserve Account
representing Prepayment Charges in respect of the Prepayment Charge Loans received during the related
Prepayment Period will be withdrawn from the Distribution Account and distributed by the Securities
Administrator to the Holders of the Class XP Certificates and shall not be available for distribution to
the Holders of any other Class of Certificates.
(d) The expenses and fees of the Trust shall be paid by each of the 2007-1 REMICs, to the
extent that such expenses relate to the assets of each of such respective 2007-1 REMICs, and all other
expenses and fees of the Trust shall be paid pro rata by each of the 2007-1 REMICs.
Section 6.02. Distributions on the Group II Certificates. (a)(i) Interest and principal (as
applicable) on the Group II Certificates will be distributed by the Securities Administrator monthly on
each Distribution Date, commencing in February 2007, in an amount equal to the Available Funds for such
Loan Group on deposit in the Distribution Account for such Distribution Date. On each Distribution
Date, the Available Funds in respect of Loan Group II on deposit in the Distribution Account shall be
distributed as follows:
(A) on each Distribution Date, the Available Funds for Sub-Loan Group II-1 will be
distributed to the Class II-1A-1, Class II-1A-2 and Class II-1X-1 Certificates as follows:
first, to the Class II-1A-1, Class II-1A-2 and Class II-1X-1 Certificates, the Accrued
Certificate Interest on each such Class for such Distribution Date, pro rata, based on
the Accrued Certificate Interest owed to each such Class;
second, to the Class II-1A-1, Class II-1A-2 and Class II-1X-1 Certificates, any
Accrued Certificate Interest thereon remaining undistributed from previous
Distribution Dates, pro rata, based on the undistributed Accrued Certificate Interest
owed to each such Class, to the extent of remaining Available Funds for Sub-Loan Group
II-1; and
third, to the Class II-1A-1 Certificates and Class II-1A-2 Certificates, in reduction
of the Certificate Principal Balance of each such Class, the Group II Senior Optimal
Principal Amount with respect to the Sub-Loan Group II-1 Certificates for such
Distribution Date, pro rata, based on the Certificate Principal Balance of each such
Class, to the extent of remaining Available Funds for Sub-Loan Group II-1, until the
Certificate Principal Balance of each such Class has been reduced to zero.
(B) on each Distribution Date, the Available Funds for Sub-Loan Group II-2 will be
distributed to the Class II-2A-1, Class II-2A-2 and Class II-2X-1 Certificates as follows:
first, to the Class II-2A-1, Class II-2A-2 and Class II-2X-1 Certificates, the Accrued
Certificate Interest on such Classes for such Distribution Date, pro rata, based on
the Accrued Certificate Interest owed to each such Class;
second, to the Class II-2A-1, Class II-2A-2 and Class II-2X-1 Certificates, any
Accrued Certificate Interest thereon remaining undistributed from previous
Distribution Dates, pro rata, based on the undistributed Accrued Certificate Interest
owed to each such Class, to the extent of remaining Available Funds for Sub-Loan Group
II-2; and
third, to the Class II-2A-1 Certificates and Class II-2A-2 Certificates, in reduction
of the Certificate Principal Balance of each such Class, the Group II Senior Optimal
Principal Amount with respect to the Sub-Loan Group II-2 Certificates for such
Distribution Date, pro rata, based on the Certificate Principal Balance of each such
Class, to the extent of remaining Available Funds for Sub-Loan Group II-2, until the
Certificate Principal Balance of each such Class has been reduced to zero.
(C) Except as provided in clauses (D) and (E) below, on each Distribution Date on or prior
to the Group II Cross-Over Date, an amount equal to the sum of any remaining Available Funds
for each Sub-Loan Group in Loan Group II after the distributions set forth in clauses (A) and
(B) above, will be distributed sequentially in the following order: first to the Class II-B-1
Certificates and Class II-BX-1 Certificates, pro rata, and then sequentially to the Class
II-B-2, Class II-B-3, Class II-B-4, Class II-B-5 and Class II-B-6 Certificates, in that order,
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,
as applicable, for such Distribution Date, in each case, to the extent of remaining Available
Funds for each Sub-Loan Group for Loan Group II.
(D) On each Distribution Date prior to the Group II Cross-Over Date, but after the
reduction of the aggregate Certificate Principal Balance of the Group II Senior Certificates in
either Sub-Loan Group to zero, the remaining Certificate Group in such Loan Group II will be
entitled to receive in reduction of their Certificate Principal Balances, in addition to any
Principal Prepayments related to such remaining Group II Senior Certificates’ respective
Sub-Loan Group allocated to such Senior Certificates, 100% of the Principal Prepayments on any
Group II Mortgage Loan in the Sub-Loan Group relating to any fully paid Sub-Loan Group. Such
amounts allocated to Group II Senior Certificates shall be treated as part of the Available
Funds for the related Sub-Loan Group and distributed as part of the Group II Senior Optimal
Principal Amount in accordance with priority third in clauses (A) and (B) above, as applicable,
in reduction of the Certificate Principal Balances thereof. Notwithstanding the foregoing, if
(i) the weighted average of the Group II Subordinate Percentages on such Distribution Date
equals or exceeds two times the initial weighted average of the Group II Subordinate
Percentages and (ii) the aggregate Stated Principal Balance of the Group II Mortgage Loans in
both Sub-Loan Groups Delinquent 60 days or more (including for this purpose any such Mortgage
Loans in foreclosure and Group II Mortgage Loans with respect to which the related Mortgaged
Property has been acquired by the Trust), averaged over the last six months, as a percentage of
the sum of the aggregate Certificate Principal Balance of the Group II Subordinate Certificates
does not exceed 100%, then the additional allocation of Principal Prepayments to the Group II
Senior Certificates in accordance with this clause will not be made and 100% of the Principal
Prepayments on any Group II Mortgage Loan in the Sub-Loan Group relating to the fully paid
Certificate Group will be allocated to the Group II Subordinate Certificates (other than the
Class II-BX-1 Certificates).
(E) If on any Distribution Date on which the aggregate Certificate Principal Balance of
the Group II Senior Certificates in a Certificate Group would be greater than the aggregate
Stated Principal Balance of the Group II Mortgage Loans in its related Sub-Loan Group and any
Group II Subordinate Certificates are still outstanding, in each case, after giving effect to
distributions to be made on such Distribution Date, (i) 100% of amounts otherwise allocable to
the Group II Subordinate Certificates in respect of principal will be distributed to such Group
II Senior Certificates in reduction of the Certificate Principal Balances thereof, until the
aggregate Certificate Principal Balance of such Group II Senior Certificates is equal to the
aggregate Stated Principal Balance of the Mortgage Loans in its related Sub-Loan Group, and
(ii) the Accrued Certificate Interest otherwise allocable to the Group II Subordinate
Certificates on such Distribution Date will be reduced and distributed to such Group II Senior
Certificates, to the extent of any amount due and unpaid on such Group II Senior Certificates,
in an amount equal to the Accrued Certificate Interest for such Distribution Date on the excess
of (x) the aggregate Certificate Principal Balance of such Group II Senior Certificates over
(y) the aggregate Stated Principal Balance of the Group II Mortgage Loans in the related
Sub-Loan Group. Any such reduction in the Accrued Certificate Interest on the Group II
Subordinate Certificates will be allocated first to the Group II Subordinate Certificates in
reverse order of their respective numerical designations, commencing with the Class II-B-6
Certificates. If there exists more than one undercollateralized Sub-Loan Group on a
Distribution Date, amounts distributable to such undercollateralized Certificate Groups
pursuant to this paragraph will be allocated between such undercollateralized Sub-Loan Groups,
pro rata, based upon the amount by which their respective aggregate Certificate Principal
Balances exceed the aggregate Stated Principal Balance of the Group II Mortgage Loans in their
respective Sub-Loan Groups.
(F) If, after distributions have been made pursuant to priorities first and second
of clauses (A) and (B) above on any Distribution Date, the remaining Available Funds for either
Sub-Loan Group in Loan Group II is less than the Group II Senior Optimal Principal Amount for
that Sub-Loan Group, the Group II Senior Optimal Principal Amount for such Sub-Loan Group shall
be reduced by that amount, and the remaining Available Funds for such Sub-Loan Group will be
distributed as principal among the related Classes of Group II Senior Certificates on a pro
rata basis in accordance with their respective Certificate Principal Balances.
(G) On each Distribution Date, any Available Funds remaining after payment of interest and
principal to the Classes of Group II Certificates entitled thereto, will be distributed to the
Residual Certificates; provided that if on any Distribution Date there are any Available Funds
for either Sub-Loan Group in Loan Group II remaining after payment of interest and principal to
the Group II Certificates entitled thereto, such amounts will be distributed to the other
Classes of Group II Senior Certificates, pro rata, based upon their respective Certificate
Principal Balances or Notional Amount, until all amounts due to all Classes of Group II Senior
Certificates have been paid in full and then to any remaining Group II Subordinate Certificates
(unless otherwise described herein), before any Available Funds are distributed in accordance
with this paragraph to the Residual Certificates.
(ii) No Accrued Certificate Interest will be payable with respect to any Class of
Certificates after the Distribution Date on which the Certificate Principal Balance of such Certificate
has been reduced to zero.
(b) If on any Distribution Date the Available Funds for the Group II Senior Certificates
in either Certificate Group is less than the Accrued Certificate Interest on the related Group II Senior
Certificates in such Certificate Group for such Distribution Date prior to reduction for Net Interest
Shortfalls and the interest portion of Realized Losses, the shortfall will be allocated to the holders
of the Class of Group II Senior Certificates in such Certificate Group on a pro rata basis in accordance
with the amount of Accrued Certificate Interest for that Distribution Date absent such shortfalls. In
addition, the amount of any interest shortfalls will constitute unpaid Accrued Certificate Interest and
will be distributable to holders of the Certificates of the related Classes entitled to such amounts on
subsequent Distribution Dates, to the extent of the applicable Available Funds remaining after current
interest distributions as required herein. Any such amounts so carried forward will not bear interest.
Shortfalls in interest payments will not be offset by a reduction in the servicing compensation of the
Master Servicer or otherwise, except to the extent of applicable Compensating Interest Payments.
(c) The expenses and fees of the Trust shall be paid by each of the 2007-1 REMICs, to the
extent that such expenses relate to the assets of each of such respective 2007-1 REMICs, and all other
expenses and fees of the Trust shall be paid pro rata by each of the 2007-1 REMICs.
Section 6.03. Allocation of Losses and Subsequent Recoveries on the Group I Certificates.
(a) On or prior to each Determination Date, the Master Servicer shall determine the amount of any
Realized Loss in respect of each Group I Mortgage Loan that occurred during the related Prepayment
Period, based on information provided by the related Servicer. Any Realized Losses with respect to the
Group I Mortgage Loans shall be applied on each Distribution Date after the distributions provided for
in Section 6.01, in reduction of the Certificate Principal Balance of the Class or Classes of Group I
Certificates to the extent provided in the definition of Applied Realized Loss Amount.
(b) In addition, in the event that the Master Servicer or the Securities
Administrator receives any Subsequent Recoveries from a Servicer, the Master Servicer shall deposit such
funds into the Distribution Account pursuant to Section 4.01(c)(ii). If, after taking into account such
Subsequent Recoveries, the amount of a Realized Loss is reduced, the amount of such Subsequent
Recoveries will be applied to increase the Certificate Principal Balance of the Class of Group I
Certificates with the highest payment priority to which Applied Realized Loss Amounts have been
allocated, but not by more than the amount of Applied Realized Loss Amounts previously allocated to that
Class of Group I Certificates. The amount of any remaining Subsequent Recoveries first will be applied
to sequentially increase the Certificate Principal Balance of the Group I Certificates, beginning with
the Class I-A-1 Certificates and then the Class I-A-2 Certificates, and then any remaining Subsequent
Recoveries will be applied to the Group I Subordinate Certificates starting with the Group I Subordinate
Certificate with the highest payment priority, in each case, up to the amount of such Applied Realized
Loss Amount, to the extent not covered by Excess Spread and Overcollateralization, previously allocated
to such Class or Classes. Notwithstanding the foregoing, any Subsequent Recoveries will be allocated to
the Group I Senior Certificates to the extent of any Applied Realized Loss Amounts before being applied
to the Group I Subordinate Certificates. Holders of such Group I Certificates will not be entitled to
any payments 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. Any such increases shall be
applied to the Certificate Principal Balance of each Group I Certificate of such Class in accordance
with its respective Fractional Undivided Interest.
Section 6.04. Allocation of Losses and Subsequent Recoveries on the Group II Certificates.
(a) On or prior to each Determination Date, the Master Servicer shall determine the amount of any
Realized Loss in respect of each Group II Mortgage Loan that occurred during the related Prepayment
Period, based on information provided by the related Servicer.
(b) (i) With respect to any Group II Certificates on any Distribution Date (other than the
Interest Only Certificates), the principal portion of each Realized Loss on a Group II Mortgage Loan
shall be allocated as follows:
first, to the Class II-B-6 Certificates until the Certificate Principal Balance
thereof has been reduced to zero;
second, to the Class II-B-5 Certificates until the Certificate Principal Balance
thereof has been reduced to zero;
third, to the Class II-B-4 Certificates until the Certificate Principal Balance
thereof has been reduced to zero;
fourth, to the Class II-B-3 Certificates until the Certificate Principal Balance
thereof has been reduced to zero;
fifth, to the Class II-B-2 Certificates until the Certificate Principal Balance
thereof has been reduced to zero;
sixth, to the Class II-B-1 Certificates until the Certificate Principal Balance
thereof has been reduced to zero; and
seventh, to the Senior Certificates (other than the related Senior Interest Only
Certificates) in the related Certificate Group until the Certificate Principal Balances thereof
has been reduced to zero in accordance with clause (d) below.
(c) Notwithstanding the foregoing clause (b), no such allocation of any Realized Loss
shall be made on a Distribution Date to any Class of (i) Group II Subordinate Certificates to the extent
that such allocation would result in the reduction of the aggregate Certificate Principal Balances of
all Group II Certificates (other than the Interest Only Certificates) in as of such Distribution Date,
after giving effect to all distributions and prior allocations of Realized Losses on the Group II
Mortgage Loans on such date, to an amount less than the aggregate Stated Principal Balance of all of the
Group II Mortgage Loans as of the first day of the month of such Distribution Date and (ii) Group II
Senior Certificates of a Certificate Group to the extent that such allocation would result in the
reduction of the aggregate Certificate Principal Balances of all the Group II Senior Certificates in
such Certificate Group as of such Distribution Date, after giving effect to all distributions and prior
allocations of Realized Losses on the Group II Mortgage Loans in the related Sub-Loan Group in Loan
Group II on such date, to an amount less than the aggregate Stated Principal Balance of all of the Group
II Mortgage Loans in the related Sub-Loan Group as of the related Due Date (each such limitation in
clause (i) and (ii), the “Loss Allocation Limitation”).
(d) The principal portion of any Realized Losses allocated to a Class of Certificates in
Loan Group II shall be allocated among the Certificates of such Class in proportion to their respective
Certificate Principal Balances. The principal portion of any allocation of Realized Losses shall be
accomplished by reducing the Certificate Principal Balance of the related Certificates on the related
Distribution Date. The principal portion of any Realized Losses allocated to the Sub-Loan Group II-1
Certificates will be allocated first to the Class II-1A-2 Certificates until the Certificate Principal
Balance thereof has been reduced to zero, then to the Class II-1A-1 Certificates until the Certificate
Principal Balance thereof has been reduced to zero. The principal portion of any Realized Losses
allocated to the Sub-Loan Group II-2 Certificates will be allocated first to the Class II-2A-2
Certificates until the Certificate Principal Balance thereof has been reduced to zero, then to the Class
II-2A-1 Certificates until the Certificate Principal Balance thereof has been reduced to zero. Once the
aggregate Certificate Principal Balance of the Certificates in a Certificate Group in Loan Group II has
been reduced to zero, the principal portion of Realized Losses on the Mortgage Loans in the related
Sub-Loan Group (if any) that are not allocated to the related Subordinate Certificates pursuant to
Section 6.02(a)(i)(G) will be allocated, pro rata, based upon their respective Certificate Principal
Balances to the remaining outstanding Group II Senior Certificates of the other Certificate Groups, pro
rata based upon their respective Certificate Principal Balances.
(e) Realized Losses shall be allocated on the Distribution Date in the month following the
month in which such loss was incurred and, in the case of the principal portion thereof, after giving
effect to distributions made on such Distribution Date.
(f) On each Distribution Date, the Securities Administrator shall determine the
Subordinate Certificate Writedown Amounts. Any Subordinate Certificate Writedown Amount shall effect a
corresponding reduction in the Certificate Principal Balance of the Class II-B Certificates (other than
the Class II-BX-1 Certificates), in the reverse order of their numerical Class designations.
(g) The Group II Senior Percentage of Net Interest Shortfalls will be allocated among the
Group II Senior Certificates in proportion to the amount of Accrued Certificate Interest that would have
been allocated thereto in the absence of such shortfalls. The Group II Subordinate Percentage of Net
Interest Shortfall will be allocated among the Group II Subordinate Certificates in proportion to the
amount of Accrued Certificate Interest that would have been allocated thereto in the absence of such
shortfalls. The interest portion of any Realized Losses with respect to the Group II Mortgage Loans
occurring on or prior to the Group II Cross-Over Date will be allocated to the Class II-B-1 Certificates
in inverse order of their numerical Class designations. Following the Group II Cross-Over Date, the
interest portion of Realized Losses on the Group II Mortgage Loans will be allocated to the Group II
Senior Certificates in the related Group II Certificate Group 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.
(h) In addition, in the event that the Master Servicer receives any Subsequent
Recoveries from a Servicer, the Master Servicer shall deposit such funds into the Distribution Account
pursuant to Section 4.01(c)(ii). If, after taking into account such Subsequent Recoveries, the amount
of a Realized Loss is reduced, the amount of such Subsequent Recoveries will be applied to increase the
Certificate Principal Balance of the related Class of Group II Subordinate Certificates with the highest
payment priority to which Realized Losses have been allocated, but not by more than the amount of
Realized Losses previously allocated to that Class of Group II Subordinate Certificates pursuant to this
Section 6.04. The amount of any remaining Subsequent Recoveries will be applied to sequentially
increase the Certificate Principal Balance of the Group II Subordinate Certificates, beginning with the
related Class of Subordinate Certificates with the next highest payment priority, up to the amount of
such Realized Losses previously allocated to such Class or Classes of Certificates pursuant to this
Section 6.04. Holders of such Certificates will not be entitled to any payments 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. Any such increases shall be applied to the Certificate Principal Balance
of each Subordinate Certificate of such related Class in accordance with its respective Fractional
Undivided Interest.
Section 6.05. Cross-Collateralization. Notwithstanding the foregoing, on any Distribution
Date on which the Certificate Principal Balance of the Group I Subordinate Certificates or Group II
Subordinate Certificates have been reduced to zero and a Realized Loss that is a Special Hazard Loss is
to be allocated to the related Senior Certificates, such loss will be allocated among such Senior
Certificates and the most subordinate outstanding class of non-related Subordinate Certificates on a pro
rata basis, based on the Certificate Principal Balance thereof.
Section 6.06. Payments. (a) On each Distribution Date, other than the final Distribution
Date, the Securities Administrator shall distribute to each Certificateholder of record as of the
immediately preceding Record Date the Certificateholder’s pro rata share of its Class (based on the
aggregate Fractional Undivided Interest represented by such Holder’s Certificates) of all amounts
required to be distributed on such Distribution Date to such Class. The Securities Administrator shall
calculate the amount to be distributed to each Class and, based on such amounts, the Securities
Administrator shall determine the amount to be distributed to each Certificateholder. The Securities
Administrator’s calculations of payments shall be based solely on information provided to the Securities
Administrator by the Master Servicer. The Securities Administrator shall not be required to confirm,
verify or recompute any such information but shall be entitled to rely conclusively on such information.
(b) Payment of the above amounts to each Certificateholder shall be made (i) by check
mailed to each Certificateholder entitled thereto at the address appearing in the Certificate Register
or (ii) upon receipt by the Securities Administrator on or before the fifth Business Day preceding the
Record Date of written instructions from a Certificateholder by wire transfer to a United States dollar
account maintained by the payee at any United States depository institution with appropriate facilities
for receiving such a wire transfer; provided, however, that the final payment in respect of each
Class of Certificates will be made only upon presentation and surrender of such respective Certificates
at the office or agency of the Securities Administrator specified in the notice to Certificateholders of
such final payment.
Section 6.07. Statements to Certificateholders. On each Distribution Date, concurrently
with each distribution to Certificateholders, the Securities Administrator shall make available to the
parties hereto and each Certificateholder, via the Securities Administrator’s internet website as set
forth below, the following information, expressed in the aggregate and as a Fractional Undivided
Interest representing an initial Certificate Principal Balance of $1,000, or in the case of the Class
B-IO Certificates, an initial Notional Amount of $1,000:
(a) the Certificate Principal Balance or Notional Amount, as applicable, of each
Class after giving effect (i) to all distributions allocable to principal on such Distribution Date and
(ii) the allocation of any Applied Realized Loss Amounts for such Distribution Date;
(b) the amount of the related distribution to Holders of each Class allocable to
principal, separately identifying (A) the aggregate amount of any Principal Prepayments included
therein, (B) the aggregate of all scheduled payments of principal included therein and (C) the Extra
Principal Distribution Amount (if any);
(c) the Pass-Through Rate for each applicable Class of Certificates with respect to the
current Accrual Period, and, if applicable, whether such Pass-Through Rate was limited by the Net Rate
Cap;
(d) the amount of such distribution to Holders of each Class allocable to interest;
(e) the applicable accrual periods dates for calculating distributions and general
Distribution Dates;
(f) the total cash flows received and the general sources thereof;
(g) the amount, if any, of fees or expenses accrued and paid, with an identification of
the payee and the general purpose of such fees including the related amount of the Servicing Fees paid
to or retained by the Servicer for the related Due Period;
(h) the amount of any Cap Contract Payment Amount payable to the Securities Administrator;
(i) with respect to each Loan Group, the amount of such distribution to each
Certificate allocable to interest and, with respect to the Group I Certificates, the portion thereof, if
any, provided by the Cap Contract;
(j) the Interest Carry Forward Amount and any Basis Risk Shortfall Carry Forward
Amount for each Class of Certificates;
(k) with respect to each Loan Group or Sub-Loan Group, the aggregate of the Stated
Principal Balance of (A) all of the Mortgage Loans and (B) the Adjustable Rate Mortgage Loans, for the
following Distribution Date;
(l) the number and Outstanding Principal Balance of the Mortgage Loans in each Loan Group
that were Delinquent (exclusive of any Mortgage Loan in foreclosure) in respect of which using the OTS
method of calculation (A) one Scheduled Payment is Delinquent, (B) two Scheduled Payments are
Delinquent, (C) three or more Scheduled Payments are Delinquent and (D) foreclosure proceedings have
been commenced, in each case as of the close of business on the last day of the calendar month preceding
such Distribution Date and separately identifying such information for the (1) first lien Mortgage
Loans, (2) second lien Mortgage Loans, and (3) Adjustable Rate Mortgage Loans, in each such Loan Group;
(m) with respect to each Loan Group or Sub-Loan Group, the amount of Monthly Advances
included in the distribution on such Distribution Date (including the general purpose of such Monthly
Advances);
(n) with respect to each Loan Group or Sub-Loan Group, the cumulative amount of Applied
Realized Loss Amounts to date;
(o) if applicable, material modifications, extensions or waivers to Mortgage Loan terms,
fees, penalties or payments during the prior calendar month or that have become material over time;
(p) with respect to each Loan Group or Sub-Loan Group and with respect to any Mortgage
Loan that was liquidated during the prior calendar month, the loan number and aggregate Stated Principal
Balance of, and Realized Loss on, such Mortgage Loan as of the close of business on the Determination
Date preceding such Distribution Date;
(q) with respect to each Loan Group or Sub-Loan Group, the total number and
principal balance of any real estate owned or REO Properties as of the close of business on the last day
of the calendar month preceding such Distribution Date;
(r) with respect to each Loan Group or Sub-Loan Group, 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 (in respect of which using the OTS method of
calculation) or are in bankruptcy or foreclosure or are REO Properties, and the denominator of which is
the aggregate Stated Principal Balance of all of the Mortgage Loans in each case as of the close of
business on the last day of the calendar month preceding such Distribution Date and separately
identifying such information for the (1) first lien Mortgage Loans, and (2) Adjustable Rate Mortgage
Loans;
(s) the Realized Losses during the related calendar month and the cumulative Realized
Losses through the end of the preceding month;
(t) whether a Trigger Event exists;
(u) updated pool composition data including the following with respect to each Loan Group:
weighted average mortgage rate and weighted average remaining term;
(v) [Reserved];
(w) [Reserved];
(x) the special hazard amount, fraud loss amount and bankruptcy amount, if applicable, as
of the close of business on the applicable Distribution Date and a description of any change in the
calculation of these amounts; and
(y) the amount of the distribution made on such Distribution Date to the Holders of the
Class XP Certificates allocable to Prepayment Charges for the Group I Mortgage Loans.
The Depositor covenants that if there is a material change in the solicitation,
credit-granting, underwriting, origination, acquisition or Mortgage Loan selection criteria or
procedures, as applicable, used to originate, acquire or select Mortgage Loans for the Trust Fund it
will notify the Securities Administrator five calendar days before each Distribution Date, and if no
such notification occurs, the Securities Administrator has no obligation to report with respect to (y).
The Depositor covenants to the Securities Administrator that there will be no new issuance of securities
backed by the same asset pool, so the Securities Administrator will only be responsible in (x) above for
reporting any pool asset changes, such as additions or removals of Mortgage Loans from the Trust Fund.
The information set forth above shall be calculated or reported, as the case may be, by the
Securities Administrator, based solely on, and to the extent of, information provided to the Securities
Administrator and the Master Servicer by the Servicer and the Counterparty. The Securities
Administrator may conclusively rely on such information and shall not be required to confirm, verify or
recalculate any such information.
The Securities Administrator may make available each month, to any interested party, the
monthly statement to Certificateholders via the Securities Administrator’s website initially located at
“www.ctslink.com.” Assistance in using the website can be obtained by calling the Securities
Administrator’s customer service desk at (301) 815-6600. Parties that are unable to use the above
distribution option are entitled to have a paper copy mailed to them via first class mail by calling the
Securities Administrator’s customer service desk and indicating such. The Securities Administrator
shall have the right to change the way such reports are distributed in order to make such distribution
more convenient and/or more accessible to the parties, and the Securities Administrator shall provide
timely and adequate notification to all parties regarding any such change.
Within a reasonable period of time after the end of the preceding calendar year beginning in
2007, the Securities Administrator will furnish a report to each Holder of the Certificates of record at
any time during the prior calendar year as to the aggregate of amounts reported pursuant to subclauses
(a)(i) and (a)(ii) above with respect to the Certificates, plus information with respect to the amount
of servicing compensation and such other customary information as the Securities Administrator may
determine to be necessary and/or to be required by the Internal Revenue Service or by a federal or state
law or rules or regulations to enable such Holders to prepare their tax returns for such calendar year.
Such obligations shall be deemed to have been satisfied to the extent that substantially comparable
information shall be provided by the Securities Administrator or the Trustee pursuant to the
requirements of the Code.
Section 6.08. Monthly Advances. If the related Servicer was required to make a Monthly
Advance pursuant to the related Servicing Agreement and fails to make any required Monthly Advance, in
whole or in part, the Master Servicer, as successor servicer, or any other successor servicer appointed
by it, will deposit in the Distribution Account not later than the Distribution Account Deposit Date
immediately preceding the related Distribution Date an amount equal to such Monthly Advance to the
extent not otherwise paid by the related Servicer, net of the Servicing Fee for such Mortgage Loan
except to the extent the Master Servicer determines any such advance to be a Nonrecoverable Advance.
Subject to the foregoing, the Master Servicer, as successor servicer, shall continue to make such
advances through the date that the related Servicer is required to do so under its Servicing Agreement;
provided, however, that if the Master Servicer deems an advance to be a Nonrecoverable Advance, on the
Distribution Account Deposit Date, the Master Servicer shall not be obligated to make such advance and
shall present an Officer’s Certificate to the Trustee (i) stating that the Master Servicer elects not to
make a Monthly Advance in a stated amount and (ii) detailing the reason it deems the advance to be a
Nonrecoverable Advance.
Section 6.09. Compensating Interest Payments. The Master Servicer shall deposit in the
Distribution Account not later than each Distribution Account Deposit Date an amount equal to the lesser
of (i) the sum of the aggregate amounts required to be paid by the Servicers under the Servicing
Agreements with respect to subclauses (a) and (b) of the definition of Interest Shortfall with respect
to the Mortgage Loans for the related Distribution Date, and not so paid by the related Servicers and
(ii) the Master Servicer Compensation for such Distribution Date (such amount, the “CompensatingInterest Payment”). The Master Servicer shall not be entitled to any reimbursement of any Compensating
Interest Payment.
Section 6.10. Distributions on REMIC Regular Interests. (a) On each Distribution Date, the
Securities Administrator shall be deemed to distribute, to REMIC II as the holder of the REMIC I Regular
Interests, those portions of the REMIC I Distribution Amount not designated to Component I of the Class
R Certificates, in the amounts and in accordance with the priorities set forth in the definition of
REMIC I Distribution Amount.
(b) On each Distribution Date, the Securities Administrator shall be deemed to distribute
to the Trustee, on behalf of REMIC IV as the holder of the REMIC II Regular Interests and the REMIC III
Regular Interests, those portions of the REMIC II Distribution Amount not designated to Component II of
the Class R Certificates, in the amounts and in accordance with the priorities set forth in the
definition of REMIC II Distribution Amount and those portions of the REMIC III Distribution Amount not
designated to Component III of the Class R Certificates, in the amounts and in accordance with the
priorities set forth in the definition of REMIC III Distribution Amount.
(c) On each Distribution Date, the Securities Administrator shall be deemed to distribute
the REMIC IV Distribution Amount to: (i) the holders of the Certificates (other than the Class B-IO
Certificates), as the holders of the REMIC IV Interests (other than REMIC IV Regular Interests B-IO-I
and B-IO-P) and (ii) itself on behalf of REMIC V, as the holder of REMIC IV Regular Interests B-IO-I and
B-IO-P, in the amounts and in accordance with the priorities set forth in the definition of REMIC IV
Distribution Amount.
(d) On each Distribution Date, the Securities Administrator shall be deemed to
distribute to the holder of the Class B-IO Certificates, as the holder of the REMIC V Regular Interest,
the amounts set forth in the definition of REMIC V Distribution Amount.
(e) Notwithstanding the deemed distributions on the REMIC Regular Interests
described in this Section 6.10, distributions of funds from the Distribution Account shall be made only
in accordance with Sections 6.01 and 6.02.
ARTICLE VII
The Master Servicer
Section 7.01. Liabilities of the Master Servicer. The Master Servicer shall be liable in
accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by it
herein.
Section 7.02. Merger or Consolidation of the Master Servicer. (a) The Master Servicer will
keep in full force and effect its existence, rights and franchises as a corporation under the laws of
the state of its incorporation, and will obtain and preserve its qualification to do business as a
foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect
the validity and enforceability of this Agreement, the Certificates or any of the Mortgage Loans and to
perform its duties under this Agreement.
(b) Any Person into which the Master Servicer may be merged or consolidated, or any
corporation resulting from any merger or consolidation to which the Master Servicer shall be a party, or
any Person succeeding to the business of the Master Servicer, shall be the successor of the Master
Servicer hereunder, without the execution or filing of any paper or further act on the part of any of
the parties hereto, anything herein to the contrary notwithstanding.
Section 7.03. Indemnification by the Master Servicer and the Trust Fund. (a) The Master
Servicer agrees to indemnify the Indemnified Persons for, and to hold them harmless against, any loss,
liability or expense (including reasonable legal fees and disbursements of counsel) incurred on their
part that may be sustained in connection with, arising out of, or relating to, any claim or legal action
(including any pending or threatened claim or legal action) relating to this Agreement, the Servicing
Agreements, the Assignment Agreements or the Certificates or the powers of attorney delivered by the
Trustee hereunder (i) related to the Master Servicer’s failure to perform its duties in compliance with
this Agreement (except as any such loss, liability or expense shall be otherwise reimbursable pursuant
to this Agreement) or (ii) incurred by reason of the Master Servicer’s willful misfeasance, bad faith or
gross negligence in the performance of duties hereunder or by reason of reckless disregard of
obligations and duties hereunder, provided, in each case, that with respect to any such claim or legal
action (or pending or threatened claim or legal action), the Trustee shall have given the Master
Servicer and the Depositor written notice thereof promptly after a Responsible Officer of the Trustee
shall have with respect to such claim or legal action actual knowledge thereof. The Trustee’s failure
to give any such notice shall not affect the Trustee’s right to indemnification hereunder, except to the
extent the Master Servicer is materially prejudiced by such failure to give notice. This indemnity
shall survive the resignation or removal of the Trustee, Master Servicer or the Securities Administrator
and the termination of this Agreement.
(b) The Trust Fund will indemnify any Indemnified Person for any loss, liability or
expense (including reasonable legal fees and disbursements of counsel) of any Indemnified Person not
otherwise covered by the Master Servicer’s indemnification pursuant to Section 7.03(a).
Section 7.04. Limitations on Liability of the Master Servicer and Others. Subject to the
obligation of the Master Servicer to indemnify the Indemnified Persons pursuant to Section 7.03:
(a) Neither the Master Servicer nor any of the directors, officers, employees or agents of
the Master Servicer shall be under any liability to the Indemnified Persons, the Depositor, the Trust
Fund or the Certificateholders for taking any action or for refraining from taking any action in good
faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision
shall not protect the Master Servicer or any such Person against any breach of warranties or
representations made herein or any liability which would otherwise be imposed by reason of such Person’s
willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless
disregard of obligations and duties hereunder.
(b) The Master Servicer and any director, officer, employee or agent of the Master
Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted
by any Person respecting any matters arising hereunder.
(c) The Master Servicer, the Custodian and any director, officer, employee or agent of the
Master Servicer or the Custodian shall be indemnified by the Trust and held harmless thereby against any
loss, liability or expense (including reasonable legal fees and disbursements of counsel) incurred on
their part that may be sustained in connection with, arising out of, or related to, any claim or legal
action (including any pending or threatened claim or legal action) relating to this Agreement, the
Certificates or any Servicing Agreement (except to the extent that the Master Servicer is indemnified by
the Servicer thereunder), other than (i) any such loss, liability or expense related to the Master
Servicer’s failure to perform its duties in compliance with this Agreement (except as any such loss,
liability or expense shall be otherwise reimbursable pursuant to this Agreement), or to the Custodian’s
failure to perform its duties under the Custodial Agreement, respectively, or (ii) any such loss,
liability or expense incurred by reason of the Master Servicer’s or the Custodian’s willful misfeasance,
bad faith or gross negligence in the performance of duties hereunder or under the Custodial Agreement,
as applicable, or by reason of reckless disregard of obligations and duties hereunder or under the
Custodial Agreement, as applicable.
(d) The Master Servicer shall not be under any obligation to appear in, prosecute or
defend any legal action that is not incidental to its duties under this Agreement and that in its
opinion may involve it in any expense or liability; provided, however, the Master Servicer may in its
discretion, with the consent of the Trustee (which consent shall not be unreasonably withheld),
undertake any such action which it may deem necessary or desirable with respect to this Agreement and
the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In
such event, the legal expenses and costs of such action and any liability resulting therefrom shall be
expenses, costs and liabilities of the Trust Fund, and the Master Servicer shall be entitled to be
reimbursed therefor out of the Distribution Account as provided by Section 4.05. Nothing in this
Section 7.04(d) shall affect the Master Servicer’s obligation to supervise, or to take such actions as
are necessary to ensure, the servicing and administration of the Mortgage Loans pursuant to Section
3.01(a).
(e) In taking or recommending any course of action pursuant to this Agreement, unless
specifically required to do so pursuant to this Agreement, the Master Servicer shall not be required to
investigate or make recommendations concerning potential liabilities which the Trust might incur as a
result of such course of action by reason of the condition of the Mortgaged Properties but shall give
notice to the Trustee if it has notice of such potential liabilities.
(f) The Master Servicer shall not be liable for any acts or omissions of any Servicer,
except as otherwise expressly provided herein.
Section 7.05. Master Servicer Not to Resign. Except as provided in Section 7.07, the Master
Servicer shall not resign from the obligations and duties hereby imposed on it except upon a
determination that any such duties hereunder are no longer permissible under applicable law and such
impermissibility cannot be cured. Any such determination permitting the resignation of the Master
Servicer shall be evidenced by an Opinion of Independent Counsel addressed to the Trustee to such effect
delivered to the Trustee. No such resignation by the Master Servicer shall become effective until the
Company or the Trustee or a successor to the Master Servicer reasonably satisfactory to the Trustee
shall have assumed the responsibilities and obligations of the Master Servicer in accordance with
Section 8.02 hereof. The Trustee shall notify the Rating Agencies upon its receipt of written notice of
the resignation of the Master Servicer.
Section 7.06. Successor Master Servicer. In connection with the appointment of any
successor Master Servicer or the assumption of the duties of the Master Servicer, the Company or the
Trustee may make such arrangements for the compensation of such successor master servicer out of
payments on the Mortgage Loans as the Company or the Trustee and such successor master servicer shall
agree. If the successor master servicer does not agree that such market value is a fair price, such
successor master servicer shall obtain two quotations of market value from third parties actively
engaged in the servicing of single-family mortgage loans. Notwithstanding the foregoing, the
compensation payable to a successor master servicer may not exceed the compensation which the Master
Servicer would have been entitled to retain if the Master Servicer had continued to act as Master
Servicer hereunder.
Section 7.07. Sale and Assignment of Master Servicing. The Master Servicer may sell and
assign its rights and delegate its duties and obligations in its entirety as Master Servicer under this
Agreement and the Company may terminate the Master Servicer without cause and select a new Master
Servicer; provided, however, that: (i) the purchaser or transferee accepting such assignment and
delegation (a) shall be a Person which shall be qualified to service mortgage loans for Fannie Mae or
Freddie Mac; (b) shall have a net worth of not less than $10,000,000 (unless otherwise approved by each
Rating Agency pursuant to clause (ii) below); (c) shall be reasonably satisfactory to the Trustee (as
evidenced in a writing signed by the Trustee); and (d) shall 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 under this Agreement, any custodial agreement from and
after the effective date of such agreement; (ii) each Rating Agency shall be given prior written notice
of the identity of the proposed successor to the 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 the Master Servicer and the Trustee (at the expense of the Master Servicer);
(iii) the Master Servicer assigning and selling the master servicing shall deliver to the Trustee an
Officer’s Certificate and an Opinion of Independent Counsel addressed to the Trustee, each stating that
all conditions precedent to such action under this Agreement have been completed and such action is
permitted by and complies with the terms of this Agreement; and (iv) in the event the Master Servicer is
terminated without cause by the Company, the Company shall pay the terminated Master Servicer a
termination fee equal to 0.25% of the aggregate Stated Principal Balance of the Mortgage Loans at the
time the master servicing of the Mortgage Loans is transferred to the successor Master Servicer. No
such assignment or delegation shall affect any rights or liability of the Master Servicer arising prior
to the effective date thereof.
ARTICLE VIII
Default
Section 8.01. Events of Default. “Event of Default,” wherever used herein, means any one of
the following events (whatever the reason for such Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court
or any order, rule or regulation of any administrative or governmental body) and only with respect to
the defaulting Master Servicer:
(a) The Master Servicer fails to cause to be deposited in the Distribution Account any
amount so required to be deposited pursuant to this Agreement (other than a Monthly Advance), and such
failure continues unremedied for a period of three Business Days after the date upon which written
notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer;
or
(b) The Master Servicer fails to observe or perform in any material respect any other
material covenants and agreements set forth in this Agreement to be performed by it, which covenants and
agreements materially affect the rights of Certificateholders, and such failure continues unremedied for
a period of 60 days after the date on which written notice of such failure, properly requiring the same
to be remedied, shall have been given to the Master Servicer by the Trustee or to the Master Servicer
and the Trustee by the Holders of Certificates evidencing Fractional Undivided Interests aggregating not
less than 25% of the Trust Fund; or
(c) There is entered against the Master Servicer a decree or order by a court or agency or
supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver
or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar
proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree
or order is unstayed and in effect for a period of 60 consecutive days, or an involuntary case is
commenced against the Master Servicer under any applicable insolvency or reorganization statute and the
petition is not dismissed within 60 days after the commencement of the case; or
(d) The Master Servicer consents to the appointment of a conservator or receiver or
liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar
proceedings of or relating to the Master Servicer or substantially all of its property; or the Master
Servicer admits in writing its inability to pay its debts generally as they become due, files a petition
to take advantage of any applicable insolvency or reorganization statute, makes an assignment for the
benefit of its creditors, or voluntarily suspends payment of its obligations;
(e) The Master Servicer assigns or delegates its duties or rights under this Agreement in
contravention of the provisions permitting such assignment or delegation under Sections 7.05 or 7.07;
(f) The Master Servicer fails to comply with Section 3.16, Section 3.17 and Section 3.18;
or
(g) The Master Servicer fails to cause to be deposited, in the Distribution Account any
Monthly Advance (other than a Nonrecoverable Advance) by 5:00 p.m. New York City time on the
Distribution Account Deposit Date.
In each and every such case, so long as such Event of Default with respect to the Master
Servicer shall not have been remedied, either the Trustee or the Holders of Certificates evidencing
Fractional Undivided Interests aggregating not less than 51% of the principal of the Trust Fund, by
notice in writing to the Master Servicer (and to the Trustee if given by such Certificateholders), with
a copy to the Rating Agencies, and with the consent of the Company, may terminate all of the rights and
obligations (but not the liabilities) of the Master Servicer under this Agreement and in and to the
Mortgage Loans and/or the REO Property serviced by the Master Servicer and the proceeds thereof. Upon
the receipt by the Master Servicer of the written notice, all authority and power of the Master Servicer
under this Agreement, whether with respect to the Certificates, the Mortgage Loans, REO Property or
under any other related agreements (but only to the extent that such other agreements relate to the
Mortgage Loans or related REO Property) shall, subject to Section 3.17 and Section 8.02, automatically
and without further action pass to and be vested in the Trustee, in its capacity as successor Master
Servicer, pursuant to this Section 8.01 (and, with respect to an Event of Default resulting from the
Master Servicer's failure to comply with Section 3.17, such power and authority of the Master Servicer
shall, subject to Section 8.02, automatically and without further action pass to and be vested in the
successor Master Servicer appointed by the Depositor); and, without limitation, the Trustee, in its
capacity as successor Master Servicer,(or such successor Master Servicer appointed by the Depositor, as
the case may be), is hereby authorized and empowered to execute and deliver, on behalf of the Master
Servicer as attorney-in-fact or otherwise, any and all documents and other instruments and to do or
accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and
related documents, or otherwise. The Master Servicer agrees to cooperate with the Trustee, in its
capacity as successor Master Servicer (or such successor Master Servicer appointed by the Depositor, as
the case may be), in effecting the termination of the Master Servicer’s rights and obligations
hereunder, including, without limitation, the transfer to the Trustee, in its capacity as successor
Master Servicer (or such successor Master Servicer appointed by the Depositor, as the case may be), of
(i) the property and amounts which are then or should be part of the Trust or which thereafter become
part of the Trust; and (ii) originals or copies of all documents of the Master Servicer reasonably
requested by the Trustee, in its capacity as successor Master Servicer (or such successor Master
Servicer appointed by the Depositor, as the case may be), to enable it to assume the Master Servicer’s
duties thereunder. In addition to any other amounts which are then, or, notwithstanding the termination
of its activities under this Agreement, may become payable to the Master Servicer under this Agreement,
the Master Servicer shall be entitled to receive, out of any amount received on account of a Mortgage
Loan or related REO Property, that portion of such payments which it would have received as
reimbursement under this Agreement if notice of termination had not been given. The termination of the
rights and obligations of the Master Servicer shall not affect any obligations incurred by the Master
Servicer prior to such termination.
Notwithstanding the foregoing, if an Event of Default described in clause (g) of this
Section 8.01 shall occur, the Trustee shall, by notice in writing to the Master Servicer, which may be
delivered by telecopy, immediately terminate all of the rights and obligations of the Master Servicer
thereafter arising under this Agreement, but without prejudice to any rights it may have as a
Certificateholder or to reimbursement of Monthly Advances and other advances of its own funds, and the
Trustee, in its capacity as successor Master Servicer (or such successor Master Servicer appointed by
the Depositor, as the case may be), shall act as provided in Section 8.02 to carry out the duties of the
Master Servicer, including the obligation to make any Monthly Advance the nonpayment of which was an
Event of Default described in clause (g) of this Section 8.01. Any such action taken by the Trustee, in
its capacity as successor Master Servicer (or such successor Master Servicer appointed by the Depositor,
as the case may be), must be prior to the distribution on the relevant Distribution Date.
Section 8.02. Successor to Act; Appointment of Successor. (a) Upon the receipt by the
Master Servicer of a notice of termination pursuant to Section 8.01 or an Opinion of Independent Counsel
pursuant to Section 7.05 to the effect that the Master Servicer is legally unable to act or to delegate
its duties to a Person which is legally able to act, the Trustee, in its capacity as successor Master
Servicer (and, with respect to an Event of Default resulting from the Master Servicer's failure to
comply with Section 3.17, the successor Master Servicer appointed by the Depositor pursuant to Section
3.17), shall automatically become the successor in all respects to the Master Servicer in its capacity
under this Agreement and the transactions set forth or provided for herein and shall thereafter have all
of the rights and powers of, and be subject to all the responsibilities, duties, liabilities and
limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions
hereof; provided, however, that the Company shall have the right to either (a) immediately assume the
duties of the Master Servicer or (b) select a successor Master Servicer; provided further, however, that
the Trustee, in its capacity as successor Master Servicer (and, with respect to an Event of Default
resulting from the Master Servicer's failure to comply with Section 3.17, the successor Master Servicer
appointed by the Depositor pursuant to Section 3.17), shall have no obligation whatsoever with respect
to any liability (other than advances deemed recoverable and not previously made) incurred by the Master
Servicer at or prior to the time of termination. As compensation therefor, but subject to Section 7.06,
the Trustee, in its capacity as successor Master Servicer (and, with respect to an Event of Default
resulting from the Master Servicer's failure to comply with Section 3.17, the successor Master Servicer
appointed by the Depositor pursuant to Section 3.17), shall be entitled to compensation which the Master
Servicer would have been entitled to retain if the Master Servicer had continued to act hereunder,
except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for
advances previously made or expenses previously incurred. Notwithstanding the above, the Trustee, in
its capacity as successor Master Servicer (or, with respect to an Event of Default resulting from the
Master Servicer's failure to comply with Section 3.17, the successor Master Servicer appointed by the
Depositor pursuant to Section 3.17), may, if it shall be unwilling so to act, or shall, 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, and with
respect to a successor to the Master Servicer only, having a net worth of not less than $10,000,000, as
the successor to the Master Servicer hereunder in the assumption of all or any part of the
responsibilities, duties or liabilities of the Master Servicer hereunder; provided, that the Trustee, in
its capacity as successor Master Servicer (or, with respect to an Event of Default resulting from the
Master Servicer's failure to comply with Section 3.17, the successor Master Servicer appointed by the
Depositor pursuant to Section 3.17), shall obtain a letter from each Rating Agency that the ratings, if
any, on each of the Certificates will not be lowered as a result of the selection of the successor to
the Master Servicer. Pending appointment of a successor to the Master Servicer hereunder, the Trustee,
in its capacity as successor Master Servicer, shall act (other than with respect to an Event of Default
resulting from the Master Servicer's failure to comply with Section 3.17, in which event the successor
appointed by the Depositor shall act) in such capacity as hereinabove provided. In connection with such
appointment and assumption, the Trustee may make such arrangements for the compensation of such
successor out of payments on the Mortgage Loans as it and such successor shall agree; provided, however,
that the provisions of Section 7.06 shall apply, the compensation shall not be in excess of that which
the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder,
and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to
any third Person acting as an agent or independent contractor in the performance of master servicing
responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this
Agreement, as shall be necessary to effectuate any such succession.
(b) If the Trustee shall succeed to any duties of the Master Servicer respecting the
Mortgage Loans as provided herein, it shall do so in a separate capacity and not in its capacity as
Trustee and, accordingly, the provisions of Article IX shall be inapplicable to the Trustee in its
duties as the successor to the Master Servicer in the servicing of the Mortgage Loans (although such
provisions shall continue to apply to the Trustee in its capacity as Trustee); the provisions of Article
VII, however, shall apply to it in its capacity as successor Master Servicer.
The costs and expenses of the Trustee in connection with the termination of the Master
Servicer, the appointment of a successor Master Servicer and, if applicable, any transfer of servicing,
including, without limitation, all costs and expenses associated with the complete transfer of all
servicing data and the completion, correction or manipulation of such servicing data as may be required
by the Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the
Trustee or the successor Master Servicer to service the Mortgage Loans properly and effectively, to the
extent not paid by the terminated Master Servicer, shall be payable to the Trustee pursuant to Section
9.05. Any successor to the Master Servicer acting as successor servicer under any Servicing Agreement
shall give notice to the applicable Mortgagors of such change of servicer and shall, during the term of
its service as successor Master Servicer maintain in force the policy or policies that the Master
Servicer is required to maintain pursuant to Section 3.04.
Section 8.03. Notification to Certificateholders. Upon any termination or appointment of a
successor to the Master Servicer, the Trustee shall give prompt written notice thereof to the Securities
Administrator or, if the Securities Administrator is terminated or resigns upon the termination of the
Master Servicer, the successor securities administrator, and the Securities Administrator or the
successor securities administrator shall give prompt written notice thereof to the Rating Agencies and
the Certificateholders at their respective addresses appearing in the Certificate Register.
Section 8.04. Waiver of Defaults. The Trustee shall transmit by mail to the Securities
Administrator, who shall give prompt written notice thereof to all Certificateholders, within 60 days
after the occurrence of any Event of Default actually known to a Responsible Officer of the Trustee,
unless such Event of Default shall have been cured, notice of each such Event of Default. The Holders
of Certificates evidencing Fractional Undivided Interests aggregating not less than 51% of the Trust
Fund may, on behalf of all Certificateholders, waive any default by the Master Servicer in the
performance of its obligations hereunder and the consequences thereof, except a default in the making of
or the causing to be made any required distribution on the Certificates, which default may only be
waived by Holders of Certificates evidencing Fractional Undivided Interests aggregating 100% of the
Trust Fund. Upon any such waiver of a past default, such default shall be deemed to cease to exist, and
any Event of Default arising therefrom shall be deemed to have been timely remedied for every purpose of
this Agreement. No such waiver shall extend to any subsequent or other default or impair any right
consequent thereon except to the extent expressly so waived. The Securities Administrator shall give
notice of any such waiver to the Trustee and the Rating Agencies.
Section 8.05. List of Certificateholders. Upon written request of three or more
Certificateholders of record, for purposes of communicating with other Certificateholders with respect
to their rights under this Agreement, the Securities Administrator will afford such Certificateholders
access during business hours to the most recent list of Certificateholders held by the Securities
Administrator.
Section 8.06 Duties of Trustee and Securities Administrator.
(a) The Trustee, prior to the occurrence of an Event of Default and after the curing or
waiver of all Events of Default which may have occurred, and the Securities Administrator each undertake
to perform such duties and only such duties as are specifically set forth in this Agreement as duties of
the Trustee and the Securities Administrator, respectively. If an Event of Default has occurred and has
not been cured or waived, the Trustee shall exercise such of the rights and powers vested in it by this
Agreement, and subject to Section 8.02(b) use the same degree of care and skill in their exercise, as a
prudent person would exercise under the circumstances in the conduct of his own affairs.
(b) Upon receipt of all resolutions, certificates, statements, opinions, reports,
documents, orders or other instruments which are specifically required to be furnished to the Trustee
and the Securities Administrator pursuant to any provision of this Agreement, the Trustee and the
Securities Administrator, respectively, shall examine them to determine whether they are in the form
required by this Agreement; provided, however, that neither the Trustee nor the Securities Administrator
shall be responsible for the accuracy or content of any resolution, certificate, statement, opinion,
report, document, order or other instrument furnished hereunder; provided, further, that neither the
Trustee nor the Securities Administrator shall be responsible for the accuracy or verification of any
calculation provided to it pursuant to this Agreement.
(c) On each Distribution Date, the Securities Administrator shall make monthly
distributions and the final distribution to the related Certificateholders from related funds in the
Distribution Account as provided in Sections 6.01 and 10.01 herein based solely on the report of the
Master Servicer.
(d) No provision of this Agreement shall be construed to relieve the Trustee or the
Securities Administrator from liability for its own negligent action, its own negligent failure to act
or its own willful misconduct; provided, however, that:
(i) Prior to the occurrence of an Event of Default, and after the curing or waiver
of all such Events of Default which may have occurred, the duties and obligations of the Trustee and the
Securities Administrator shall be determined solely by the express provisions of this Agreement, neither
the Trustee nor the Securities Administrator shall be liable except for the performance of their
respective duties and obligations as are specifically set forth in this Agreement, no implied covenants
or obligations shall be read into this Agreement against the Trustee or the Securities Administrator
and, in the absence of bad faith on the part of the Trustee or the Securities Administrator,
respectively, the Trustee or the Securities Administrator, respectively, may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed therein, upon any certificates
or opinions furnished to the Trustee or the Securities Administrator, respectively, and conforming to
the requirements of this Agreement;
(ii) Neither the Trustee nor the Securities Administrator shall be liable in its
individual capacity for an error of judgment made in good faith by a Responsible Officer or Responsible
Officers of the Trustee or an officer of the Securities Administrator, respectively, unless it shall be
proved that the Trustee or the Securities Administrator, respectively, was negligent in ascertaining the
pertinent facts;
(iii) Neither the Trustee nor the Securities Administrator shall be liable with
respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the
directions of the Holders of Certificates evidencing Fractional Undivided Interests aggregating not less
than 25% of the Trust Fund, if such action or non-action relates to the time, method and place of
conducting any proceeding for any remedy available to the Trustee or the Securities Administrator,
respectively, or exercising any trust or other power conferred upon the Trustee or the Securities
Administrator, respectively, under this Agreement;
(iv) The Trustee shall not be required to take notice or be deemed to have notice
or knowledge of any default or Event of Default unless a Responsible Officer of the Trustee’s Corporate
Trust Office shall have actual knowledge thereof. In the absence of such notice, the Trustee may
conclusively assume there is no such default or Event of Default;
(v) The Trustee shall not in any way be liable by reason of any insufficiency in
any Account held by or in the name of 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);
(vi) The Securities Administrator shall not in any way be liable by reason of any
insufficiency in any Account held by the Securities Administrator hereunder or any Account held by the
Securities Administrator in the name of the Trustee unless it is determined by a court of competent
jurisdiction that the Securities Administrator’s gross negligence or willful misconduct was the primary
cause of such insufficiency (except to the extent that the Securities Administrator is obligor and has
defaulted thereon);
(vii) Anything in this Agreement to the contrary notwithstanding, in no event shall
the Trustee or the Securities Administrator 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 or the
Securities Administrator, respectively, has been advised of the likelihood of such loss or damage and
regardless of the form of action;
(viii) None of the Securities Administrator, the Master Servicer, the Depositor, the
Company, any Custodian, the Counterparty or the Trustee shall be responsible for the acts or omissions
of the other, it being understood that this Agreement shall not be construed to render them partners,
joint venturers or agents of one another and
(ix) Neither the Trustee nor the Securities Administrator shall be required to
expend or risk its own funds or otherwise incur financial liability in the performance of any of its
duties hereunder, or in the exercise of any of its rights or powers, if there is reasonable ground for
believing that the repayment of such funds or adequate indemnity against such risk or liability is not
reasonably assured to it, and none of the provisions contained in this Agreement shall in any event
require the Trustee or the Securities Administrator to perform, or be responsible for the manner of
performance of, any of the obligations of the Master Servicer under this Agreement, except during such
time, if any, as the Trustee shall be the successor to, and be vested with the rights, duties, powers
and privileges of, the Master Servicer in accordance with the terms of this Agreement.
(e) Except for those actions that the Trustee or the Securities Administrator is required
to take hereunder, neither the Trustee nor the Securities Administrator shall have any obligation or
liability to take any action or to refrain from taking any action hereunder in the absence of written
direction as provided hereunder.
Section 8.07 Certain Matters Affecting the Trustee and the Securities Administrator.
Except as otherwise provided in Section 9.01:
(a) The Trustee and the Securities Administrator may rely and shall be protected
in acting or refraining from acting in reliance on any resolution, certificate of the Securities
Administrator (with respect to the Trustee only), the Depositor, the Master Servicer or a Servicer,
certificate of auditors or any other certificate, statement, instrument, opinion, report, notice,
request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to
have been signed or presented by the proper party or parties;
(b) The Trustee and the Securities Administrator may consult with counsel and any advice
of such counsel or any Opinion of Counsel shall be full and complete authorization and protection with
respect to any action taken or suffered or omitted by it hereunder in good faith and in accordance with
such advice or Opinion of Counsel;
(c) Neither the Trustee nor the Securities Administrator shall be under any obligation to
exercise any of the trusts or powers vested in it by this Agreement, other than its obligation to give
notices pursuant to this Agreement, or to institute, conduct or defend any litigation hereunder or in
relation hereto at the request, order or direction of any of the Certificateholders pursuant to the
provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee
reasonable security or indemnity against the costs, expenses and liabilities which may be incurred
therein or thereby. Nothing contained herein shall, however, relieve the Trustee of the obligation,
upon the occurrence of an Event of Default of which a Responsible Officer of the Trustee has actual
knowledge (which has not been cured or waived), to exercise such of the rights and powers vested in it
by this Agreement, and to use the same degree of care and skill in their exercise, as a prudent person
would exercise under the circumstances in the conduct of his own affairs;
(d) Prior to the occurrence of an Event of Default hereunder and after the curing or
waiver of all Events of Default which may have occurred, neither the Trustee nor the Securities
Administrator shall be liable in its individual capacity for any action taken, suffered or omitted by it
in good faith and believed by it to be authorized or within the discretion or rights or powers conferred
upon it by this Agreement;
(e) Neither the Trustee nor the Securities Administrator shall be bound to make
any investigation into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document,
unless requested in writing to do so by Holders of Certificates evidencing Fractional Undivided
Interests aggregating not less than 25% of the Trust Fund and provided that the payment within a
reasonable time to the Trustee or the Securities Administrator, as applicable, of the costs, expenses or
liabilities likely to be incurred by it in the making of such investigation is, in the Opinion of the
Trustee or the Securities Administrator, as applicable, reasonably assured to the Trustee or the
Securities Administrator, as applicable, by the security afforded to it by the terms of this Agreement.
The Trustee or the Securities Administrator may require reasonable indemnity against such expense or
liability as a condition to taking any such action. The reasonable expense of every such examination
shall be paid by the Certificateholders requesting the investigation;
(f) The Trustee and the Securities Administrator may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or through Affiliates, agents or attorneys;
provided, however, that the Trustee may not appoint any agent (other than the Custodian) to perform its
custodial functions with respect to the Mortgage Files or paying agent functions under this Agreement
without the express written consent of the Master Servicer, which consent will not be unreasonably
withheld. Neither the Trustee nor the Securities Administrator shall be liable or responsible for the
misconduct or negligence of any of the Trustee’s or the Securities Administrator’s agents or attorneys
or a custodian or paying agent appointed hereunder by the Trustee or the Securities Administrator with
due care and, when required, with the consent of the Master Servicer;
(g) Should the Trustee or the Securities Administrator deem the nature of any
action required on its part, other than a payment or transfer by the Securities Administrator under
Section 4.01(b) or Section 4.04, to be unclear, the Trustee or the Securities Administrator,
respectively, may require prior to such action that it be provided by the Depositor with reasonable
further instructions;
(h) The right of the Trustee or the Securities Administrator to perform any discretionary
act enumerated in this Agreement shall not be construed as a duty, and neither the Trustee nor the
Securities Administrator shall be accountable for other than its negligence or willful misconduct in the
performance of any such act;
(i) Neither the Trustee nor the Securities Administrator shall be required to give any
bond or surety with respect to the execution of the trust created hereby or the powers granted
hereunder, except as provided in Section 9.07; and
(j) Neither the Trustee nor the Securities Administrator shall have any duty to
conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of
any Mortgage Loan by the Sponsor pursuant to this Agreement, the Mortgage Loan Purchase Agreement or the
eligibility of any Mortgage Loan for purposes of this Agreement.
ARTICLE IX
CONCERNING THE TRUSTEE AND THE SECURITIES ADMINISTRATOR
Section 9.01 Trustee and Securities
Administrator Not Liable for Certificates or Mortgage Loans. The recitals contained herein and in the
Certificates (other than the signature and countersignature of the Securities Administrator on the
Certificates) shall be taken as the statements of the Depositor, and neither the Trustee nor the
Securities Administrator shall have any responsibility for their correctness. Neither the Trustee nor
the Securities Administrator makes any representation as to the validity or sufficiency of the
Certificates (other than the signature and countersignature of the Securities Administrator on the
Certificates) or of any Mortgage Loan except as expressly provided in Sections 2.02 and 2.05 hereof;
provided, however, that the foregoing shall not relieve the Trustee of the obligation to review the
Mortgage Files pursuant to Sections 2.02 and 2.04. The Securities Administrator’s signature and
countersignature (or countersignature of its agent) on the Certificates shall be solely in its capacity
as Securities Administrator and shall not constitute the Certificates an obligation of the Securities
Administrator in any other capacity. Neither the Trustee nor the Securities Administrator shall be
accountable for the use or application by the Depositor of any of the Certificates or of the proceeds of
such Certificates, or for the use or application of any funds paid to the Depositor with respect to the
Mortgage Loans. Subject to the provisions of Section 2.05, neither the Trustee nor the Securities
Administrator shall be responsible for the legality or validity of this Agreement or any document or
instrument relating to this Agreement, the validity of the execution of this Agreement or of any
supplement hereto or instrument of further assurance, or the validity, priority, perfection or
sufficiency of the security for the Certificates issued hereunder or intended to be issued hereunder.
Neither the Trustee nor the Securities Administrator shall at any time have any responsibility or
liability for or with respect to the legality, validity and enforceability of any Mortgage or any
Mortgage Loan, or the perfection and priority of any Mortgage or the maintenance of any such perfection
and priority, or for or with respect to the sufficiency of the Trust Fund or its ability to generate the
payments to be distributed to Certificateholders, under this Agreement. Neither the Trustee nor the
Securities Administrator shall have any responsibility for filing any financing or continuation
statement in any public office at any time or to otherwise perfect or maintain the perfection of any
security interest or lien granted to it hereunder or to record this Agreement other than any
continuation statements filed by the Trustee pursuant to Section 3.20.
Section 9.02 Trustee and Securities
Administrator May Own Certificates. The Trustee and the Securities Administrator in their individual
capacities or in any capacity other than as Trustee or Securities Administrator, hereunder may become
the owner or pledgee of any Certificates with the same rights it would have if it were not the Trustee
or the Securities Administrator, as applicable, and may otherwise deal with the parties hereto.
Section 9.03 Trustee’s and Securities
Administrator’s Fees and Expenses. The fees and expenses of the Trustee shall be paid in accordance
with a side letter agreement between the Trustee and the Master Servicer. The Securities Administrator
shall be paid by the Master Servicer from the Master Servicer's compensation. In addition, the Trustee
and the Securities Administrator will be entitled to recover from the Distribution Account pursuant to
Section 4.05(l) all reasonable out-of-pocket expenses, disbursements and advances and the expenses of
the Trustee and the Securities Administrator, respectively, in connection with such Person's compliance
with Section 3.23, any Event of Default, any breach of this Agreement, the termination of the Master
Servicer, the appointment of a successor Master Servicer and, if applicable, any transfer of servicing
as set forth in Section 8.02(b), or as otherwise set forth herein, or any claim or legal action
(including any pending or threatened claim or legal action) incurred or made by or against the Trustee
or the Securities Administrator, respectively, in the administration of the trusts hereunder (including
the reasonable compensation, expenses and disbursements of its counsel) except any such expense,
disbursement or advance as may arise from its negligence or intentional misconduct or which is the
responsibility of the Certificateholders. If funds in the Distribution Account are insufficient
therefor, the Trustee and the Securities Administrator shall recover such expenses from the Depositor.
Such compensation and reimbursement obligation shall not be limited by any provision of law in regard to
the compensation of a trustee of an express trust.
Section 9.04 Eligibility Requirements
for Trustee and Securities Administrator. The Trustee and any successor Trustee and the Securities
Administrator and any successor Securities Administrator shall during the entire duration of this
Agreement be a state bank or trust company or a national banking association organized and doing
business under the laws of such state or the United States of America, authorized under such laws to
exercise corporate trust powers, having a combined capital and surplus and undivided profits of at least
$40,000,000 or, in the case of a successor Trustee, $50,000,000, subject to supervision or examination
by federal or state authority and, in the case of the Trustee, rated “BBB” or higher by S&P with respect
to their long-term rating and rated “BBB” or higher by S&P and “Baa2” or higher by Moody’s with respect
to any outstanding long-term unsecured unsubordinated debt, and, in the case of a successor Trustee or
successor Securities Administrator other than pursuant to Section 9.07, rated in one of the two highest
long-term debt categories of, or otherwise acceptable to, each of the Rating Agencies. If the Trustee
publishes reports of condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purposes of this Section 9.04 the combined
capital and surplus of such corporation shall be deemed to be its total equity capital (combined capital
and surplus) as set forth in its most recent report of condition so published. In case at any time the
Trustee or the Securities Administrator shall cease to be eligible in accordance with the provisions of
this Section 9.04, the Trustee or the Securities Administrator shall resign immediately in the manner
and with the effect specified in Section 9.06.
Section 9.05 Insurance. The Trustee
and the Securities Administrator, at their own expense, shall at all times maintain and keep in full
force and effect: (i) fidelity insurance, (ii) theft of documents insurance and (iii) forgery insurance
(which may be collectively satisfied by a “Financial Institution Bond” and/or a “Bankers’ Blanket
Bond”). All such insurance shall be in amounts, with standard coverage and subject to deductibles, as
are customary for insurance typically maintained by banks or their affiliates which act as custodians
for investor-owned mortgage pools. A certificate of an officer of the Trustee or the Securities
Administrator as to the Trustee’s or the Securities Administrator’s, respectively, compliance with this
Section 9.05 shall be furnished to any Certificateholder upon reasonable written request.
Section 9.06 Resignation and Removal
of the Trustee and Securities Administrator. (a) The Trustee and the Securities Administrator may at
any time resign and be discharged from the Trust hereby created by giving written notice thereof to the
Depositor and the Master Servicer, with a copy to the Rating Agencies. Upon receiving such notice of
resignation, the Depositor shall promptly appoint a successor Trustee or successor Securities
Administrator, as applicable, by written instrument, in triplicate, one copy of which instrument shall
be delivered to each of the resigning Trustee or Securities Administrator, as applicable, the successor
Trustee or Securities Administrator, as applicable. If no successor Trustee or Securities Administrator
shall have been so appointed and have accepted appointment within 30 days after the giving of such
notice of resignation, the resigning Trustee or Securities Administrator may petition any court of
competent jurisdiction for the appointment of a successor Trustee or Securities Administrator.
(b) If at any time the Trustee or the Securities Administrator shall cease to be eligible
in accordance with the provisions of Section 9.04 and shall fail to resign after written request
therefor by the Depositor or if at any time the Trustee or the Securities Administrator shall become
incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or the
Securities Administrator, as applicable, or of its property shall be appointed, or any public officer
shall take charge or control of the Trustee or the Securities Administrator, as applicable, or of its
property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor
shall promptly remove the Trustee, or shall be entitled to remove the Securities Administrator, as
applicable, and appoint a successor Trustee or Securities Administrator, as applicable, by written
instrument, in triplicate, one copy of which instrument shall be delivered to each of the Trustee or
Securities Administrator, as applicable, so removed, and the successor Trustee or Securities
Administrator, as applicable.
(c) The Holders of Certificates evidencing Fractional Undivided Interests aggregating not
less than 51% of the Trust Fund may at any time remove the Trustee or the Securities Administrator and
appoint a successor Trustee or Securities Administrator by written instrument or instruments, in
quintuplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of
which instruments shall be delivered to the Depositor, the Master Servicer, the Securities Administrator
(if the Trustee is removed), the Trustee (if the Securities Administrator is removed), and the Trustee
or Securities Administrator so removed and the successor so appointed. In the event that the Trustee or
Securities Administrator is removed by the Holders of Certificates in accordance with this
Section 9.06(c), the Holders of such Certificates shall be responsible for paying any compensation
payable hereunder to a successor Trustee or successor Securities Administrator, in excess of the amount
paid hereunder to the predecessor Trustee or predecessor Securities Administrator, as applicable.
(d) No resignation or removal of the Trustee or the Securities Administrator and
appointment of a successor Trustee or Securities Administrator pursuant to any of the provisions of this
Section 9.06 shall become effective except upon appointment of and acceptance of such appointment by the
successor Trustee or Securities Administrator as provided in Section 9.07.
Section 9.07 Successor Trustee and Successor Securities Administrator. (a) Any successor
Trustee or Securities Administrator appointed as provided in Section 9.09 shall execute, acknowledge and
deliver to the Depositor and to its predecessor Trustee or Securities Administrator an instrument
accepting such appointment hereunder. The resignation or removal of the predecessor Trustee or
Securities Administrator shall then become effective and such successor Trustee or Securities
Administrator, without any further act, deed or conveyance, shall become fully vested with all the
rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally
named as Trustee or Securities Administrator herein. The predecessor Trustee or Securities
Administrator shall, after its receipt of payment in full of its outstanding fees and expenses promptly
deliver to the successor Trustee or Securities Administrator, as applicable, all assets and records of
the Trust held by it hereunder, and the Depositor and the predecessor Trustee or Securities
Administrator, as applicable, shall execute and deliver such instruments and do such other things as may
reasonably be required for more fully and certainly vesting and confirming in the successor Trustee or
Securities Administrator, as applicable, all such rights, powers, duties and obligations.
(b) No successor Trustee or Securities Administrator shall accept appointment as provided
in this Section 9.07 unless at the time of such acceptance such successor Trustee or Securities
Administrator shall be eligible under the provisions of Section 9.04.
(c) Upon acceptance of appointment by a successor Trustee or Securities Administrator as
provided in this Section 9.07, the successor Trustee or Securities Administrator shall mail notice of
the succession of such Trustee or Securities Administrator hereunder to all Certificateholders at their
addresses as shown in the Certificate Register and to the Rating Agencies. The Company shall pay the
cost of any mailing by the successor Trustee or Securities Administrator.
Section 9.08 Merger or Consolidation of Trustee or Securities Administrator. Any state bank or
trust company or national banking association into which the Trustee or the Securities Administrator may
be merged or converted or with which it may be consolidated or any state bank or trust company or
national banking association resulting from any merger, conversion or consolidation to which the Trustee
or the Securities Administrator, respectively, shall be a party, or any state bank or trust company or
national banking association succeeding to all or substantially all of the corporate trust business of
the Trustee or the Securities Administrator, respectively, shall be the successor of the Trustee or the
Securities Administrator, respectively, hereunder, provided such state bank or trust company or national
banking association shall be eligible under the provisions of Section 9.04. Such succession shall be
valid without the execution, delivery of notice or filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding.
Section 9.09 Appointment of Co-Trustee or Separate Trustee. (a) Notwithstanding any other
provisions hereof, at any time, for the purpose of meeting any legal requirements of any jurisdiction in
which any part of the Trust or property constituting the same may at the time be located, the Depositor
and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to
appoint one or more Persons approved by the Trustee and the Depositor to act as co-trustee or
co-trustees, jointly with the Trustee, or separate trustee or separate trustees, of all or any part of
the Trust, and to vest in such Person or Persons, in such capacity, such title to the Trust, or any part
thereof, and, subject to the other provisions of this Section 9.09, such powers, duties, obligations,
rights and trusts as the Depositor and the Trustee may consider necessary or desirable.
(b) If the Depositor shall not have joined in such appointment within 15 days after the
receipt by it of a written request so to do, the Trustee shall have the power to make such appointment
without the Depositor.
(c) No co-trustee or separate trustee hereunder shall be required to meet the terms of
eligibility as a successor Trustee under Section 9.04 hereunder and no notice to Certificateholders of
the appointment of co-trustee(s) or separate trustee(s) shall be required under Section 9.07 hereof.
(d) In the case of any appointment of a co-trustee or separate trustee pursuant to this
Section 9.09, all rights, powers, duties and obligations conferred or imposed upon the Trustee and
required to be conferred on such co-trustee shall be conferred or imposed upon and exercised or
performed by the Trustee and such separate trustee or co-trustee jointly, except to the extent that
under any law of any jurisdiction in which any particular act or acts are to be performed (whether as
Trustee hereunder or as successor to the Master Servicer hereunder), the Trustee shall be incompetent or
unqualified to perform such act or acts, in which event such rights, powers, duties and obligations
(including the holding of title to the Trust or any portion thereof in any such jurisdiction) shall be
exercised and performed by such separate trustee or co-trustee at the direction of the Trustee.
(e) Any notice, request or other writing given to the Trustee shall be deemed to have been
given to each of the then separate trustees and co-trustees, as effectively as if given to each of
them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and
the conditions of this Article IX. Each separate trustee and co-trustee, upon its acceptance of the
trusts conferred, shall be vested with the estates or property specified in its instrument of
appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all
the provisions of this Agreement, specifically including every provision of this Agreement relating to
the conduct of, affecting the liability of, or affording protection to, the Trustee. Every such
instrument shall be filed with the Trustee.
(f) To the extent not prohibited by law, any separate trustee or co-trustee may, at any
time, request the Trustee, its agent or attorney-in-fact, with full power and authority, to do any
lawful act under or with respect to this Agreement on its behalf and in its name. If any separate
trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates,
properties rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent
permitted by law, without the appointment of a new or successor Trustee.
(g) No trustee under this Agreement shall be personally liable by reason of any act or
omission of another trustee under this Agreement. The Depositor and the Trustee acting jointly may at
any time accept the resignation of or remove any separate trustee or co-trustee.
Section 9.10 Federal Information Returns and Reports to Certificateholders; REMIC
Administration. (a) For federal income tax purposes, the taxable year of each 2007-1 REMIC shall be a
calendar year and the Securities Administrator shall maintain or cause the maintenance of the books of
each such 2007-1 REMIC on the accrual method of accounting.
(b) It is intended that the portion of the Trust Fund consisting of the Trust's interest
in the Cap Contracts be classified for federal income tax purposes as a grantor trust under subpart E,
part I of subchapter J of chapter 1 of the Code, of which the Class B-IO Certificateholders are owners,
rather than as an association taxable as a corporation. The powers granted and obligations undertaken in
this Agreement shall be construed so as to further such intent.
(c) The Securities Administrator shall prepare and file or cause to be filed with the
Internal Revenue Service, and the Trustee shall upon the written instruction of the Securities
Administrator sign, Federal tax information returns or elections required to be made hereunder with
respect to each 2007-1 REMIC, the Trust Fund (including the portion of the Trust Fund classified as a
grantor trust as noted in Section 9.10(b)) and the Certificates containing such information and at the
times and in the manner as may be required by the Code or applicable Treasury regulations, and the
Securities Administrator shall furnish to each Holder of Certificates at any time during the calendar
year for which such returns or reports are made such statements or information at the times and in the
manner as may be required thereby, including, without limitation, reports relating to mortgaged property
that is abandoned or foreclosed, receipt of mortgage interests in kind in a trade or business, a
cancellation of indebtedness, interest, original issue discount and market discount or premium (using a
constant prepayment assumption of 30% CPR for the Group I Mortgage Loans and 25% CPR for the Group II
Mortgage Loans). The Securities Administrator will apply for an Employee Identification Number from the
IRS under Form SS-4 or any other acceptable method for all tax entities (including the portion of the
Trust Fund classified as a grantor trust as noted in Section 9.10(b)). In connection with the
foregoing, the Securities Administrator shall timely prepare and file, and the Trustee shall upon the
written instruction of the Securities Administrator sign, IRS Form 8811, which shall provide the name
and address of the person who can be contacted to obtain information required to be reported to the
holders of regular interests in each 2007-1 REMIC (the “REMIC Reporting Agent”). The Securities
Administrator on behalf of the Trustee shall make elections to treat each 2007-1 REMIC as a REMIC and
the portion of the Trust Fund consisting of the Trust's interest in the Cap Contracts as a grantor trust
(which elections shall apply to the taxable period ending December 31, 2007 and each calendar year
thereafter) in such manner as the Code or applicable Treasury regulations may prescribe, and as
described by the Securities Administrator. The Trustee shall upon the written instruction of the
Securities Administrator sign all tax information returns filed pursuant to this Section and any other
returns as may be required by the Code. The Holder of the largest percentage interest in the Residual
Certificates is hereby designated as the “Tax Matters Person” (within the meaning of Treas. Reg.
§§1.860F-4(d)) for each 2007-1 REMIC. The Securities Administrator is hereby designated and appointed as
the agent of each such Tax Matters Person. Any Holder of a Residual Certificate will by acceptance
thereof appoint the Securities Administrator as agent and attorney-in-fact for the purpose of acting as
Tax Matters Person for each 2007-1 REMIC during such time as the Securities Administrator does not own
any such Residual Certificate. In the event that the Code or applicable Treasury regulations prohibit
the Trustee from signing tax or information returns or other statements, or the Securities Administrator
from acting as agent for the Tax Matters Person, the Trustee and the Securities Administrator shall take
whatever action that in their sole good faith judgment is necessary for the proper filing of such
information returns or for the provision of a tax matters person, including designation of the Holder of
the largest percentage interest in a Residual Certificate to sign such returns or act as tax matters
person. Each Holder of a Residual Certificate shall be bound by this Section.
(d) The Securities Administrator shall provide upon request and receipt of reasonable
compensation, such information as required in Section 860D(a)(6)(B) of the Code to the Internal Revenue
Service, to any Person purporting to transfer a Residual Certificate to a Person other than a transferee
permitted by Section 5.05(b), and to any regulated investment company, real estate investment trust,
common trust fund, partnership, trust, estate, organization described in Section 1381 of the Code, or
nominee holding an interest in a pass-through entity described in Section 860E(e)(6) of the Code, any
record holder of which is not a transferee permitted by Section 5.05(b) (or which is deemed by statute
to be an entity with a disqualified member).
(e) The Securities Administrator shall prepare and file or cause to be filed, and the
Trustee shall upon the written instruction of the Securities Administrator sign, any state income tax
returns required under Applicable State Law with respect to each 2007-1 REMIC or the Trust Fund.
(f) The Securities Administrator shall request certification acceptable to the Securities
Administrator to enable the Securities Administrator to make payments on the Class B-IO Certificates
without withholding or backup withholding taxes. Each Class B-IO Certificateholder shall provide the
appropriate tax certification requested pursuant to this paragraph and to update or replace such form or
certification in accordance with its terms or its subsequent amendments and consents to the delivery by
the Securities Administrator to the Counterparty of any such certification. Such certification may
include Form W-8BEN, Form W-8IMY, Form W-9 or Form W-8ECI or any successors to such IRS forms. Any
purported sales or transfers of any Class II-B-IO Certificate to a transferee which does not comply with
these requirements shall be deemed null and void under this Agreement.
(g) The Securities Administrator, on behalf of the Trust, (i) shall authorize, execute and
deliver a United States Internal Revenue Service Form W-9 or successor applicable form, or other
appropriate United States tax forms as may be required to prevent withholding or backup withholding
taxes on payments to the Trust under the Cap Contracts, to the Counterparty on or before the first
payment date under the Cap Contracts and thereafter prior to the expiration or obsolescence of such form
and (ii) shall, if requested by the Counterparty, deliver to the Counterparty promptly upon receipt each
certification received from the Class B-IO Certificateholders pursuant to section 9.10(f).
(h) Notwithstanding any other provision of this Agreement, the Securities Administrator
shall comply with all federal withholding requirements respecting payments to Certificateholders, that
the Securities Administrator reasonably believes are applicable under the Code. The consent of
Certificateholders shall not be required for such withholding. In the event the Securities
Administrator withholds any amount from interest, original issue discount or other payments or advances
thereof to any Certificateholder pursuant to federal withholding requirements, the Securities
Administrator shall, together with its monthly report to such Certificateholders, indicate such amount
withheld.
(i) The Trustee and the Securities Administrator each agrees to indemnify the Trust Fund
and the Depositor for any taxes and costs including, without limitation, any reasonable attorneys fees
imposed on or incurred by the Trust Fund, the Depositor or the Master Servicer, as a result of a breach
by such party of such party’s covenants set forth in this Section 9.10; provided, however, such
liability and obligation to indemnify in this paragraph shall be several and not joint and the Trustee
and the Securities Administrator shall not be liable or be obligated to indemnify the Trust Fund for the
failure by the other to perform any duty under this Agreement or the breach by the other of any covenant
in this Agreement.
ARTICLE X
Termination
Section 10.01. Termination Upon Repurchase by EMC or its Designee or Liquidation of the
Mortgage Loans. (a) Subject to Section 10.02, the respective obligations and responsibilities of
the Depositor, the Trustee, the Master Servicer and the Securities Administrator created hereby, other
than the obligation of the Securities Administrator to make payments to Certificateholders as set forth
in this Section 10.01 shall terminate:
(i) in accordance with Section 10.01(c), the repurchase by or at the direction of
EMC or its designee of all of the Mortgage Loans in each of Loan Group I and Loan Group II (which
repurchase of the Group I Mortgage Loans and the Group II Mortgage Loans may occur on separate dates)
and all related REO Property remaining in the Trust at a price (the “Termination Purchase Price”) equal
to the sum of (without duplication) (a) 100% of the Outstanding Principal Balance of each Mortgage Loan
in such Loan Group (other than a Mortgage Loan related to REO Property) as of the date of repurchase,
net of the principal portion of any unreimbursed Monthly Advances on the Mortgage Loans relating to the
Mortgage Loans made by the purchaser, plus accrued but unpaid interest thereon at the applicable
Mortgage Interest Rate to, but not including, the first day of the month of repurchase, (b) the
appraised value of any related REO Property, less the good faith estimate of the Depositor of
liquidation expenses to be incurred in connection with its disposal thereof (but not more than the
Outstanding Principal Balance of the related Mortgage Loan, together with interest at the applicable
Mortgage Interest Rate accrued on that balance but unpaid to, but not including, the first day of the
month of repurchase), such appraisal to be calculated by an appraiser mutually agreed upon by the
Depositor and the Trustee at the expense of the Depositor, (c) unreimbursed out-of pocket costs of the
Master Servicer, including unreimbursed servicing advances and the principal portion of any unreimbursed
Monthly Advances, made on the Mortgage Loans in such Loan Group prior to the exercise of such repurchase
right, (d) any costs and damages incurred by the Trust in connection with any violation of any predatory
or abusive lending laws with respect to a Mortgage Loan, and (e) any unreimbursed costs and expenses of
the Trustee, the Custodian and the Securities Administrator payable pursuant to Section 9.03;
(ii) the later of the making of the final payment or other liquidation, or any
advance with respect thereto, of the last Mortgage Loan, remaining in the Trust Fund or the disposition
of all property acquired with respect to any Mortgage Loan; provided, however, that in the event that an
advance has been made, but not yet recovered, at the time of such termination, the Person having made
such advance shall be entitled to receive, notwithstanding such termination, any payments received
subsequent thereto with respect to which such advance was made; or
(iii) the payment to the Certificateholders of all amounts required to be paid to
them pursuant to this Agreement.
(b) In no event, however, shall the Trust created hereby continue beyond the expiration of
21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James’s, living on the date of this Agreement.
(c) (i) The right of EMC or its designee to repurchase Group I Mortgage Loans and
related assets described in Section 10.01(a)(i) above shall be exercisable only if the aggregate Stated
Principal Balance of the Mortgage Loans at the time of any such repurchase is less than 20% of the sum
of the Cut-off Date Balance.
(ii) The right of EMC or its designee to repurchase Group II Mortgage Loans and
related assets described in Section 10.01(a)(i) above shall be exercisable only if the aggregate Stated
Principal Balance of the Mortgage Loans at the time of any such repurchase is less than 10% of the sum
of the Cut-off Date Balance.
(iii) The right of EMC or its designee to repurchase all the assets of the Trust
Fund described in Section 10.01(a)(i) above shall also be exercisable if the Depositor, based upon an
Opinion of Counsel addressed to the Depositor, the Trustee and the Securities Administrator has
determined that the REMIC status of any 2007-1 REMIC has been lost or that a substantial risk exists
that such REMIC status will be lost for the then-current taxable year.
(iv) At any time thereafter, in the case of (i) and (ii) above, EMC may elect to
terminate any 2007-1 REMIC at any time, and upon such election, the Depositor or its designee, shall
purchase in accordance with Section 10.01(a)(i) above all the assets of the Trust Fund.
(d) The Securities Administrator shall give notice of any termination to the
Certificateholders, with a copy to the Master Servicer and the Trustee and the Rating Agencies upon
which the Certificateholders shall surrender their Certificates to the Securities Administrator for
payment of the final distribution and cancellation. Such notice shall be given by letter, mailed not
earlier than the l5th day and not later than the 25th day of the month next preceding the month of such
final distribution, and shall specify (i) the Distribution Date upon which final payment of the
Certificates will be made upon presentation and surrender of the Certificates at the Corporate Trust
Office of the Securities Administrator therein designated, (ii) the amount of any such final payment and
(iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments
being made only upon presentation and surrender of the Certificates at the Corporate Trust Office of the
Securities Administrator therein specified.
(e) If the option of EMC to repurchase or cause the repurchase of all Group I Mortgage
Loans or the Group II Mortgage Loans and the related assets described in Section 10.01(c) above is
exercised, EMC and/or its designee shall deliver to the Securities Administrator for deposit in the
Distribution Account, by the Business Day prior to the applicable Distribution Date, an amount equal to
the Termination Purchase Price of the Mortgage Loans being repurchased on such Distribution Date. Upon
presentation and surrender of the related Certificates by the related Certificateholders, the Securities
Administrator shall distribute to such Certificateholders from amounts then on deposit in the
Distribution Account an amount determined as follows: with respect to each such Certificate (other than
the Class II-X Certifficates, the Residual Certificates and the Class XP Certificates), the outstanding
Certificate Principal Balance, plus with respect to each such Certificate (other than the Class II-X
Certifficates, the Residual Certificates and the Class XP Certificates), one month’s interest thereon at
the applicable Pass-Through Rate; and with respect to the Class R Certificates and the Class XP
Certificates, the percentage interest evidenced thereby multiplied by the difference, if any, between
the above described repurchase price and the aggregate amount to be distributed to the Holders of the
related Certificates (other than the Residual Certificates and the Class XP Certificates). If the
amounts then on deposit in the Distribution Account are not sufficient to pay all of the related
Certificates in full (other than the Residual Certificates and the Class XP Certificates), any such
deficiency will be allocated, in the case of a repurchase of the Group I Mortgage Loans, first, to the
Class I-B Certificates, in inverse order of their numerical designation, second, to the Class I-M
Certificates, in inverse order of their numerical designation, and then to the related Senior
Certificates, on a pro rata basis, and in the case of a repurchase of the Group II Mortgage Loans,
first, to the Class II-B Certificates, in inverse order of their numerical designation, and then to the
related Senior Certificates, on a pro rata basis. Upon deposit of the required repurchase price and
following such final Distribution Date for the related Certificates, the Trustee shall cause the
Custodian to promptly release to EMC and/or its designee the Mortgage Files for the remaining applicable
Mortgage Loans, and the Accounts with respect thereto shall terminate, subject to the Securities
Administrator’s obligation to hold any amounts payable to the related Certificateholders in trust
without interest pending final distributions pursuant to Section 10.01(g). After final distributions
pursuant to Section 10.01(g) to all Certificateholders, any other amounts remaining in the Accounts
will belong to the Depositor.
(f) In the event that this Agreement is terminated by reason of the payment or liquidation
of all Mortgage Loans or the disposition of all property acquired with respect to all Mortgage Loans
under Section 10.01(a)(ii) above, upon the presentation and surrender of the Certificates, the
Securities Administrator shall distribute to the remaining Certificateholders, in accordance with their
respective interests, all distributable amounts remaining in the Distribution Account. Following such
final Distribution Date, the Trustee shall release (or shall instruct the Custodian, on its behalf, to
release) promptly to the Depositor or its designee the Mortgage Files for the remaining Mortgage Loans,
and the Distribution Account shall terminate, subject to the Securities Administrator’s obligation to
hold any amounts payable to the Certificateholders in trust without interest pending final distributions
pursuant to this Section 10.01(f).
(g) If not all of the Certificateholders shall surrender their Certificates for
cancellation within six months after the time specified in the above-mentioned written notice, the
Securities Administrator shall give a second written notice to the remaining Certificateholders to
surrender their Certificates for cancellation and receive the final distribution with respect thereto.
If within six months after the second notice, not all the Certificates shall have been surrendered for
cancellation, the Securities Administrator may take appropriate steps, or appoint any agent to take
appropriate steps, to contact the remaining Certificateholders concerning surrender of their
Certificates, and the cost thereof shall be paid out of the funds and other assets which remain subject
to this Agreement.
(h) EMC, if it is not the Master Servicer, or its designee, as applicable, shall be deemed
to represent that one of the following will be true and correct: (i) the exercise of the optional
termination right set forth in Section 10.01 shall not result in a non-exempt prohibited transaction
under ERISA or Section 4975 of the Code or (ii) EMC or such designee, as applicable, is (A) not a party
in interest with respect to any Plan and (B) is not a "benefit plan investor" (other than a plan
sponsored or maintained by EMC or the designee, as the case may be, provided that no assets of such plan
are invested or deemed to be invested in the Certificates). If the holder of the optional termination
right is unable to exercise such option by reason of the preceding sentence, then the Master Servicer
may exercise such option.
Section 10.02. Additional Termination Requirements. (a) If the option of the Depositor to
repurchase all the Mortgage Loans under Section 10.01(a)(i) above is exercised, the Trust Fund and each
2007-1 REMIC shall be terminated in accordance with the following additional requirements, unless the
Trustee has been furnished with an Opinion of Counsel addressed to the Trustee to the effect that the
failure of the Trust to comply with the requirements of this Section 10.02 will not (i) result in the
imposition of taxes on “prohibited transactions” as defined in Section 860F of the Code on each 2007-1
REMIC or (ii) cause any 2007-1 REMIC to fail to qualify as a 2007-1 REMIC at any time that any Regular
Certificates are outstanding:
(i) within 90 days prior to the final Distribution Date, at the written direction
of Depositor, the Securities Administrator, as agent for the respective Tax Matters Persons, shall adopt
a plan of complete liquidation of each 2007-1 REMIC in the case of a termination under Section
10.01(a)(i). Such plan, which shall be provided to the Securities Administrator by the Depositor, shall
meet the requirements of a “qualified liquidation” under Section 860F of the Code and any regulations
thereunder.
(ii) the Depositor shall notify the Trustee and the Securities Administrator at the
commencement of such 90-day liquidation period and, at or prior to the time of making of the final
payment on the Certificates, the Securities Administrator shall sell or otherwise dispose of all of the
remaining assets of the Trust Fund in accordance with the terms hereof; and
(iii) at or after the time of adoption of such a plan of complete liquidation of any
2007-1 REMIC and at or prior to the final Distribution Date, the Securities Administrator shall sell for
cash all of the assets of the Trust to or at the direction of the Depositor, and each 2007-1 REMIC,
shall terminate at such time.
(b) By their acceptance of the Residual Certificates, the Holders thereof hereby (i) agree
to adopt such a plan of complete liquidation of the related 2007-1 REMIC upon the written request of the
Depositor, and to take such action in connection therewith as may be reasonably requested by the
Depositor and (ii) appoint the Depositor as their attorney-in-fact, with full power of substitution, for
purposes of adopting such a plan of complete liquidation. The Securities Administrator on behalf of the
Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return
of each 2007-1 REMIC. Upon complete liquidation or final distribution of all of the assets of the Trust
Fund, the Trust Fund and each 2007-1 REMIC shall terminate.
ARTICLE XI
Miscellaneous Provisions
Section 11.01. Intent of Parties. The parties intend that each 2007-1 REMIC shall be treated
as a REMIC for federal income tax purposes and that the provisions of this Agreement should be construed
in furtherance of this intent. Notwithstanding any other express or implied agreement to the contrary,
the Sponsor, the Master Servicer, the Securities Administrator, the Depositor, the Trustee, each
recipient of the related Prospectus Supplement and, by its acceptance thereof, each holder of a
Certificate, agrees and acknowledges that each party hereto has agreed that each of them and their
employees, representatives and other agents may disclose, immediately upon commencement of discussions,
to any and all persons the tax treatment and tax structure of the Certificates and the 2007-1 REMICs,
the transactions described herein and all materials of any kind (including opinions and other tax
analyses) that are provided to any of them relating to such tax treatment and tax structure except where
confidentiality is reasonably necessary to comply with the securities laws of any applicable
jurisdiction. For purposes of this paragraph, the terms “tax treatment” and “tax structure” have the
meanings set forth in Treasury Regulation Sections 1.6011-4(c), 301.6111-2(c) and 301.6112-1(d).
Section 11.02. Amendment. (a) This Agreement may be amended from time to time by the
Company, the Depositor, the Master Servicer, the Securities Administrator and the Trustee, without
notice to or the consent of any of the Certificateholders, to (i) cure any ambiguity, (ii) correct or
supplement any provisions herein that may be defective or inconsistent with any other provisions herein,
(iii) conform any provisions herein to the provisions in the Prospectus, (iv) comply with any changes in
the Code, (v) to revise or correct any provisions to reflect the obligations of the parties to this
Agreement as they relate to Regulation AB or (vi) make any other provisions with respect to matters or
questions arising under this Agreement which shall not be inconsistent with the provisions of this
Agreement; provided, however, that with respect to clauses (iv) and (vi) of this Section 11.02(a), such
action shall not, as evidenced by an Opinion of Independent Counsel, addressed to the Trustee, adversely
affect in any material respect the interests of any Certificateholder. Notwithstanding anything
contained in Section 3.23, this Agreement shall not be amended without the agreement of all the parties
hereto.
(b) This Agreement may also be amended from time to time by the Company, the Master
Servicer, the Depositor, the Securities Administrator and the Trustee, with the consent of Holders of
the Certificates evidencing not less than 51% of the aggregate outstanding Certificate Principal Balance
of the Certificates included in the Loan Group affected thereby (or, of each Class of Certificates
evidencing not less than 51% of the aggregate outstanding Certificate Principal Balance of each Class
affected thereby, if such amendment affects only such Class or Classes) for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of
modifying in any manner the rights of the Certificateholders; provided, however, that no such amendment
shall (i) reduce in any manner the amount of, or delay the timing of, payments received on Mortgage
Loans which are required to be distributed on any Certificate without the consent of the Holder of such
Certificate, (ii) reduce the aforesaid percentage of Certificates the Holders of which are required to
consent to any such amendment, without the consent of the Holders of all Certificates then outstanding,
or (iii) cause any 2007-1 REMIC to fail to qualify as a REMIC for federal income tax purposes, as
evidenced by an Opinion of Independent Counsel addressed to the Trustee which shall be provided to the
Trustee other than at the Trustee’s expense. Notwithstanding any other provision of this Agreement, for
purposes of the giving or withholding of consents pursuant to this Section 11.02(b), Certificates
registered in the name of or held for the benefit of the Depositor, the Securities Administrator, the
Master Servicer, or the Trustee or any Affiliate thereof shall be entitled to vote their Fractional
Undivided Interests with respect to matters affecting such Certificates.
(c) Promptly after the execution of any such amendment, the Securities Administrator shall
furnish a copy of such amendment or written notification of the substance of such amendment to each
Certificateholder, the Rating Agencies and the Trustee.
(d) In the case of an amendment under Section 11.02(b) above, it shall not be necessary
for the Certificateholders to approve the particular form of such an amendment. Rather, it shall be
sufficient if the Certificateholders approve the substance of the amendment. The manner of obtaining
such consents and of evidencing the authorization of the execution thereof by Certificateholders shall
be subject to such reasonable regulations as the Securities Administrator may prescribe.
(e) Prior to the execution of any amendment to this Agreement, the Trustee and the
Securities Administrator shall be entitled to receive and rely upon an Opinion of Counsel addressed to
the Trustee and the Securities Administrator stating that the execution of such amendment is authorized
or permitted by this Agreement. The Trustee and the Securities Administrator may, but shall not be
obligated to, enter into any such amendment which affects the Trustee’s or the Securities
Administrator’s own respective rights, duties or immunities under this Agreement.
Section 11.03. Recordation of Agreement. To the extent permitted by applicable law, this
Agreement is subject to recordation in all appropriate public offices for real property records in all
the counties or other comparable jurisdictions in which any or all of the Mortgaged Properties are
situated, and in any other appropriate public recording office or elsewhere. The Depositor shall effect
such recordation, at the expense of the Trust upon the request in writing of a Certificateholder, but
only if such direction is accompanied by an Opinion of Counsel (provided at the expense of the
Certificateholder requesting recordation) to the effect that such recordation would materially and
beneficially affect the interests of the Certificateholders or is required by law.
Section 11.04. Limitation on Rights of Certificateholders. (a) The death or incapacity of
any Certificateholder shall not terminate this Agreement or the Trust, nor entitle such
Certificateholder’s legal representatives or heirs to claim an accounting or to take any action or
proceeding in any court for a partition or winding up of the Trust, nor otherwise affect the rights,
obligations and liabilities of the parties hereto or any of them.
(b) Except as expressly provided in this Agreement, no Certificateholders shall have any
right to vote or in any manner otherwise control the operation and management of the Trust, or the
obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the
Certificates, be construed so as to establish the Certificateholders from time to time as partners or
members of an association; nor shall any Certificateholders be under any liability to any third Person
by reason of any action taken by the parties to this Agreement pursuant to any provision hereof.
(c) No Certificateholder shall have any right by virtue of any provision of this Agreement
to institute any suit, action or proceeding in equity or at law upon, under or with respect to this
Agreement against the Depositor, the Securities Administrator, the Master Servicer or any successor to
any such parties unless (i) such Certificateholder previously shall have given to the Securities
Administrator a written notice of a continuing default, as herein provided, (ii) the Holders of
Certificates evidencing Fractional Undivided Interests aggregating not less than 51% of the Trust Fund
shall have made written request upon the Trustee to institute such action, suit or proceeding in its own
name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may
require against the costs and expenses and liabilities to be incurred therein or thereby, and (iii) the
Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have
neglected or refused to institute any such action, suit or proceeding.
(d) No one or more Certificateholders shall have any right by virtue of any provision of
this Agreement to affect the rights of any other Certificateholders or to obtain or seek to obtain
priority or preference over any other such Certificateholder, or to enforce any right under this
Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all
Certificateholders. For the protection and enforcement of the provisions of this Section 11.04, each
and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at
law or in equity.
Section 11.05. Acts of Certificateholders. (a) Any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Agreement to be given or taken by
Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Certificateholders in person or by an agent duly appointed in writing. Except as
herein otherwise expressly provided, such action shall become effective when such instrument or
instruments are delivered to the Securities Administrator and, where it is expressly required, to the
Depositor. Proof of execution of any such instrument or of a writing appointing any such agent shall be
sufficient for any purpose of this Agreement and conclusive in favor of the Securities Administrator and
the Depositor, if made in the manner provided in this Section 11.05.
(b) The fact and date of the execution by any Person of any such instrument or writing may
be proved by the affidavit of a witness of such execution or by a certificate of a notary public or
other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such execution is by a
signer acting in a capacity other than his or her individual capacity, such certificate or affidavit
shall also constitute sufficient proof of his or her authority. The fact and date of the execution of
any such instrument or writing, or the authority of the individual executing the same, may also be
proved in any other manner which the Securities Administrator deems sufficient.
(c) The ownership of Certificates (notwithstanding any notation of ownership or other
writing on such Certificates, except an endorsement in accordance with Section 5.02 made on a
Certificate presented in accordance with Section 5.04) shall be proved by the Certificate Register, and
neither the Trustee, the Securities Administrator, the Depositor, the Master Servicer nor any successor
to any such parties shall be affected by any notice to the contrary.
(d) Any request, demand, authorization, direction, notice, consent, waiver or other action
of the holder of any Certificate shall bind every future holder of the same Certificate and the holder
of every Certificate issued upon the registration of transfer or exchange thereof, if applicable, or in
lieu thereof with respect to anything done, omitted or suffered to be done by the Trustee, the
Securities Administrator, the Depositor, the Master Servicer or any successor to any such party in
reliance thereon, whether or not notation of such action is made upon such Certificates.
(e) In determining whether the Holders of the requisite percentage of Certificates
evidencing Fractional Undivided Interests have given any request, demand, authorization, direction,
notice, consent or waiver hereunder, Certificates owned by the Trustee, the Securities Administrator,
the Depositor, the Master Servicer or any Affiliate thereof shall be disregarded, except as otherwise
provided in Section 11.02(b) and except that, in determining whether the Trustee shall be protected in
relying upon any such request, demand, authorization, direction, notice, consent or waiver, only
Certificates which a Responsible Officer of the Trustee actually knows to be so owned shall be so
disregarded. Certificates which have been pledged in good faith to the Trustee, the Securities
Administrator, the Depositor, the Master Servicer or any Affiliate thereof may be regarded as
outstanding if the pledgor establishes to the satisfaction of the Trustee the pledgor’s right to act
with respect to such Certificates and that the pledgor is not an Affiliate of the Trustee, the
Securities Administrator, the Depositor, or the Master Servicer, as the case may be.
Section 11.06. Governing Law. THIS AGREEMENT AND THE CERTIFICATES SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS CONFLICT OF LAWS RULES (OTHER
THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW, WHICH THE PARTIES HERETO EXPRESSLY RELY UPON IN THE
CHOICE OF SUCH LAW AS THE GOVERNING LAW HEREUNDER) AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Section 11.07. Notices. All demands and notices hereunder shall be in writing and shall be
deemed given when delivered at (including delivery by facsimile) or mailed by registered mail, return
receipt requested, postage prepaid, or by recognized overnight courier, to (i) in the case of the
Depositor, Structured Asset Mortgage Investments II Inc., 383 Madison Avenue, New York, New York10179,
Attention: Chief Counsel, and with respect to Reg AB notifications to the Depositor at
regabnotifications@bear.com; (ii) in the case of the Trustee, at its Corporate Trust Office, or such
other address as may hereafter be furnished to the other parties hereto in writing; (iii) in the case of
the Company, 383 Madison Avenue, New York, New York10179, Attention: Vice President-Servicing,
telecopier number: (212) 272-5591, or to such other address as may hereafter be furnished to the other
parties hereto in writing; (iv) in the case of the Master Servicer or Securities Administrator, Wells
Fargo Bank, National Association, P.O. Box 98, Columbia Maryland 21046 (or, in the case of overnight
deliveries, 9062 Old Annapolis Road, Columbia, Maryland21045) (Attention: Corporate Trust Services -
BSALTA 2007-1), facsimile no.: (410) 715-2380, or such other address as may hereafter be furnished to
the other parties hereto in writing; or (v) in the case of the Rating Agencies, Moody’s Investors
Service, Inc., 99 Church Street, New York, New York10007 and Standard & Poor’s, a division of The
McGraw-Hill Companies, Inc., 55 Water Street, New York, New York10041. Any notice delivered to the
Depositor, the Master Servicer, the Securities Administrator or the Trustee under this Agreement shall
be effective only upon receipt. Any notice required or permitted to be mailed to a Certificateholder,
unless otherwise provided herein, shall be given by first-class mail, postage prepaid, at the address of
such Certificateholder as shown in the Certificate Register. Any notice so mailed within the time
prescribed in this Agreement shall be conclusively presumed to have been duly given when mailed, whether
or not the Certificateholder receives such notice.
Section 11.08. Severability of Provisions. If any one or more of the covenants, agreements,
provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severed from the remaining covenants,
agreements, provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates or the rights of the
holders thereof.
Section 11.09. Successors and Assigns. The provisions of this Agreement shall be binding
upon and inure to the benefit of the respective successors and assigns of the parties hereto.
Section 11.10. Article and Section Headings. The article and section headings herein are for
convenience of reference only, and shall not limit or otherwise affect the meaning hereof.
Section 11.11. Counterparts. This Agreement may be executed in two or more counterparts each
of which when so executed and delivered shall be an original but all of which together shall constitute
one and the same instrument.
Section 11.12. Notice to Rating Agencies. The article and section headings herein are for
convenience of reference only, and shall not limited or otherwise affect the meaning hereof. The
Securities Administrator shall promptly provide notice to each Rating Agency with respect to each of the
following of which a Responsible Officer of the Securities Administrator has actual knowledge:
1. Any material change or amendment to this Agreement or the Servicing Agreements;
2. The occurrence of any Event of Default that has not been cured;
3. The resignation or termination of the Master Servicer, the Trustee or the
Securities Administrator;
4. The repurchase or substitution of any Mortgage Loans;
5. The final payment to Certificateholders; and
6. Any change in the location of the Distribution Account.
IN WITNESS WHEREOF, the Depositor, the Trustee, the Master Servicer and the Securities
Administrator have caused their names to be signed hereto by their respective officers thereunto duly
authorized as of the day and year first above written.
STRUCTURED ASSET MORTGAGE INVESTMENTS II INC., as
Depositor
By: /s/ Mary P. Haggerty
Name: Mary P. Haggerty
Title: Vice President
CITIBANK, N.A., as Trustee
By: /s/ John Hannon
Name: John Hannon
Title: Vice President
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Master
Servicer
By: /s/ Stacey Taylor
Name: Stacey Taylor
Title: Vice President
WELLS FARGO BANK, NATIONAL ASSOCIATION, as
Securities Administrator
By: /s/ Stacey Taylor
Name: Stacey Taylor
Title: Vice President
EMC MORTGAGE CORPORATION
By: /s/ Mark Ehrenreich
Name: Mark Ehrenreich
Title: SVP
Accepted and Agreed as to
Sections 2.01, 2.02, 2.03, 2.04 and 9.09(c)
in its capacity as Sponsor
EMC MORTGAGE CORPORATION
By: /s/ Mark Novachek
Name: Mark Novachek
Title: SVP
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 31st day of January, 2007, before me, a notary public in and for said State, personally
appeared Mary Haggerty, known to me to be a Vice President of Structured Asset Mortgage Investments II
Inc., the corporation that executed the within instrument, and also known to me to be the person who
executed it on behalf of said limited liability company, and acknowledged to me that such limited
liability company executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year
in this certificate first above written.
/s/ Michelle Stern
Notary Public
[Notarial Seal]
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 31st day of January, 2007, before me, a notary public in and for said State, personally
appeared John Hannon, known to me to be a Vice President of Citibank, N.A., the entity that executed the
within instrument, and also known to me to be the person who executed it on behalf of said entity, and
acknowledged to me that such entity executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year
in this certificate first above written.
/s/ Zenaida Santiago
Notary Public
[Notarial Seal]
STATE OF MARYLAND )
) ss.:
COUNTY OF HOWARD )
On the 31st day of January, 2007, before me, a notary public in and for said State, personally
appeared Stacey M. Taylor, known to me to be a Vice President of Wells Fargo Bank, National Association,
the entity that executed the within instrument, and also known to me to be the person who executed it on
behalf of said entity, and acknowledged to me that such entity executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year
in this certificate first above written.
/s/ Jennifer Richardson
Notary Public
[Notarial Seal]
STATE OF MARYLAND )
) ss.:
COUNTY OF HOWARD )
On the 31st day of January, 2007, before me, a notary public in and for said State, personally
appeared Stacey M. Taylor, known to me to be a Vice President of Wells Fargo Bank, National Association,
the entity that executed the within instrument, and also known to me to be the person who executed it on
behalf of said entity, and acknowledged to me that such entity executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year
in this certificate first above written.
/s/ Jennifer Richardson
Notary Public
[Notarial Seal]
STATE OF TEXAS )
) ss.:
COUNTY OF DALLAS )
On the 31st day of January, 2007, before me, a notary public in and for said State, personally
appeared Mark Novachek, known to me to be Senior Vice President of EMC Mortgage Corporation, the
corporation that executed the within instrument, and also known to me to be the person who executed it
on behalf of said corporation, and acknowledged to me that such corporation executed the within
instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year
in this certificate first above written.
/s/ Alfie D. Kearney
Notary Public
[Notarial Seal]
STATE OF TEXAS )
) ss.:
COUNTY OF DALLAS )
On the 31st day of January, 2007, before me, a notary public in and for said State, personally
appeared Mark Ehrenreich, known to me to be Senior Vice President of EMC Mortgage Corporation, the
corporation that executed the within instrument, and also known to me to be the person who executed it
on behalf of said corporation, and acknowledged to me that such corporation executed the within
instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year
in this certificate first above written.
/s/ Alfie D. Kearney
Notary Public
[Notarial Seal]
EXHIBIT A-1
FORM OF CLASS I-A-[1][2] CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW.
ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE
SECURITIES ADMINISTRATOR NAMED HEREIN.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY TO THE SECURITIES ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
Certificate No. 1 Variable Pass-Through Rate
Class I-A-[1][2] [Super] Senior [Support]
Aggregate Initial Certificate Principal Balance of this
Date of Pooling and Servicing Agreement and Cut-off Date: Certificate as of the Cut-off Date:
January 1, 2007 $____________
First Distribution Date: Initial Certificate Principal Balance of this
February 25, 2007 Certificate as of the Cut-off Date: $__________
Master Servicer: CUSIP: __________
Wells Fargo Bank, National Association
Assumed Final Distribution Date:
February 25, 2047
BEAR STEARNS ALT-A TRUST 2007-1
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2007-1
evidencing a fractional undivided interest in the distributions allocable to the Class
I-A-[1][2] Certificates with respect to a Trust Fund consisting primarily of a pool
of adjustable interest rate mortgage loans secured by first liens on one-to-four
family residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
This Certificate is payable solely from the assets of the Trust Fund, and does not
represent an obligation of or interest in Structured Asset Mortgage Investments II Inc. ("SAMI II"), the
Master Servicer, the Securities Administrator or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans are
guaranteed or insured by any governmental entity or by SAMI II, the Master Servicer or the Trustee or
any of their affiliates or any other person. None of SAMI II, the Master Servicer or any of their
affiliates will have any obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This certifies that Cede & Co. is the registered owner of the Fractional Undivided
Interest evidenced hereby in the beneficial ownership interest of Certificates of the same Class as this
Certificate in a trust (the "Trust Fund") primarily consisting of conventional adjustable rate mortgage
loans secured by first liens on one- to four- family residential properties (collectively, the "MortgageLoans") sold by SAMI II. The Mortgage Loans were sold by EMC Mortgage Corporation ("EMC") and Master
Funding LLC ("Master Funding") to SAMI II. Wells Fargo Bank, National Association ("Wells Fargo") will
act as master servicer of the Mortgage Loans (the "Master Servicer," which term includes any successors
thereto under the Agreement referred to below). The Trust Fund was created pursuant to the Pooling and
Servicing Agreement dated as of the Cut-off Date specified above (the "Agreement"), among SAMI II, as
depositor (the "Seller"), the Master Servicer, Wells Fargo, as securities administrator (the "SecuritiesAdministrator"), EMC Mortgage Corporation and Citibank, N.A., as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein,
capitalized terms used herein shall have the meaning ascribed to them in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of its acceptance hereof assents and by which such
Holder is bound.
Interest on this Certificate will accrue during the period from and including the
preceding Distribution Date (as hereinafter defined) (or in the case of the first Distribution Date,
from the Closing Date) to and including the day prior to the current Distribution Date on the
Certificate Principal Balance hereof at a per annum rate equal to the Pass-Through Rate set forth in the
Agreement. The Securities Administrator will distribute on the 25th day of each month, or, if such 25th
day is not a Business Day, the immediately following Business Day (each, a "Distribution Date"),
commencing on the first Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the Business Day immediately preceding the related
Distribution Date so long as such Certificate remains in book-entry form (and otherwise, the close of
business on the last Business Day of the month immediately preceding the month of such Distribution
Date), an amount equal to the product of the Fractional Undivided Interest evidenced by this Certificate
and the amount (of interest, if any) required to be distributed to the Holders of Certificates of the
same Class as this Certificate. The Assumed Final Distribution Date is the Distribution Date in the
month following the latest scheduled maturity date of any Mortgage Loan and is not likely to be the date
on which the Certificate Principal Balance of this Class of Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Securities Administrator by
check mailed to the address of the Person entitled thereto as such name and address shall appear on the
Certificate Register or, if such Person so requests by notifying the Securities Administrator in writing
as specified in the Agreement, by wire transfer. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the office or agency
appointed by the Securities Administrator for that purpose and designated in such notice. The initial
Certificate Principal Balance of this Certificate is set forth above. The Certificate Principal Balance
hereof will be reduced to the extent of distributions allocable to principal hereon.
This Certificate is one of a duly authorized issue of Certificates designated as set
forth on the face hereof (the "Certificates"). The Certificates, in the aggregate, evidence the entire
beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look
solely to the Trust Fund for payment hereunder and that neither the Securities Administrator nor the
Trustee is liable to the Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any liability under the
Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to
the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties
evidenced hereby, and the rights, duties and immunities of the Trustee and the Securities Administrator.
The Agreement permits, with certain exceptions therein provided: (i) the amendment
thereof and of the Servicing Agreements and the modification of the rights and obligations of the
Seller, the Master Servicer, the Securities Administrator and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by EMC, the Seller, the Master Servicer, the
Securities Administrator and the Trustee, and (ii) the amendment thereof and of the Servicing Agreements
by the Master Servicer and the Trustee with the consent of the Holders of Certificates, evidencing
Fractional Undivided Interests aggregating not less than 51% of the Trust Fund (or in certain cases,
Holders of Certificates of affected Classes evidencing such percentage of the Fractional Undivided
Interests thereof). Any such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof and of the Servicing Agreements in certain limited
circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the
transfer of this Certificate is registrable with the Securities Administrator upon surrender of this
Certificate for registration of transfer at the offices or agencies maintained by the Securities
Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Securities Administrator duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates in authorized
denominations representing a like aggregate Fractional Undivided Interest will be issued to the
designated transferee.
The Certificates are issuable only as registered Certificates without coupons in the
Classes and denominations specified in the Agreement. As provided in the Agreement and subject to
certain limitations therein set forth, this Certificate is exchangeable for one or more new Certificates
evidencing the same Class and in the same aggregate Fractional Undivided Interest, as requested by the
Holder surrendering the same.
No service charge will be made to the Certificateholders for any such registration of
transfer, but the Securities Administrator may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith. The Seller, the Master Servicer, the Trustee,
the Securities Administrator and any agent of any of them may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the Seller, the Master
Servicer, the Trustee, the Securities Administrator or any such agent shall be affected by notice to the
contrary.
The obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect to the termination of the
Agreement) shall terminate upon the earlier of (i) the later of (A) the maturity or other liquidation
(or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and disposition
of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B)
the remittance of all funds due under the Agreement, or (ii) the optional repurchase by the party named
in the Agreement of all the Mortgage Loans and other assets of the Trust Fund in accordance with the
terms of the Agreement. Such optional repurchase may be made only if (i) the Scheduled Principal Balance
of the Mortgage Loans at the time of any such repurchase is less than 20% of the Cut-off Date Balance
for Loan Group I or (ii) the Depositor, based upon an Opinion of Counsel addressed to the Depositor and
the Trustee has determined that the REMIC status of any REMIC under the Agreement has been lost or that
a substantial risk exists that such REMIC status will be lost for the then-current taxable year. The
exercise of such right will effect the early retirement of the Certificates. In no event, however, will
the Trust Fund created by the Agreement continue beyond the expiration of 21 years after the death of
certain persons identified in the Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the
Securities Administrator by manual signature, this Certificate shall not be entitled to any benefit
under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be
duly executed.
Dated: January 31, 2007 WELLS FARGO BANK, NATIONAL ASSOCIATION
not in its individual capacity but solely
as Securities Administrator
By:_________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class I-A-[1][2] Certificates referred to in the within-mentioned
Agreement.
WELLS FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Wells Fargo Bank,
National Association, not in its
individual capacity but solely as
Securities Administrator
By:_________________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address including postal zip code
of assignee) a Fractional Undivided Interest evidenced by the within Mortgage Pass-Through Certificate
and hereby authorizes the transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate to the following
address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available
funds to _________________________________ for the account of _________________________ account number
_____________, or, if mailed by check, to ______________________________. Applicable statements should
be mailed to _____________________________________________.
This information is provided by __________________, the assignee named above, or
________________________, as its agent.
EXHIBIT A-2
FORM OF CLASS I-M-[1][2] CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES AS
DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO AS DESCRIBED IN THE AGREEMENT.
ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE
MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE SECURITIES ADMINISTRATOR NAMED HEREIN.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY TO THE SECURITIES ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
EACH BENEFICIAL OWNER OF A CLASS I-M-[1][2] CERTIFICATE OR ANY INTEREST THEREIN SHALL BE DEEMED
TO HAVE REPRESENTED, BY VIRTUE OF ITS ACQUISITION OR HOLDING OF THAT CERTIFICATE OR INTEREST THEREIN,
THAT EITHER (I) SUCH CERTIFICATE IS RATED AT LEAST "BBB-" OR ITS EQUIVALENT BY FITCH, S&P AND MOODY'S,
(II) IT IS NOT A PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED, OR SECTION 4975 OF THE CODE (EACH A "PLAN") OR INVESTING WITH "PLAN ASSETS" OF ANY PLAN OR
(III) (1) IT IS AN INSURANCE COMPANY, (2) THE SOURCE OF FUNDS USED TO ACQUIRE OR HOLD THE CERTIFICATE OR
INTEREST THEREIN IS AN "INSURANCE COMPANY GENERAL ACCOUNT," AS SUCH TERM IS DEFINED IN U.S. DEPARTMENT
OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 95-60, AND (3) THE CONDITIONS IN SECTIONS I AND
III OF PTCE 95-60 HAVE BEEN SATISFIED.
Certificate No.1 Variable Pass-Through Rate
Class I-M-[1][2] Subordinate
Date of Pooling and Servicing Agreement and Cut-off Date: Aggregate Initial Certificate Principal Balance of this
Certificate as of the Cut-off Date:
January 1, 2007 $__________
First Distribution Date: Initial Certificate Principal Balance of this
February 25, 2007 Certificate as of the Cut-off Date: $__________
Master Servicer: CUSIP: __________
Wells Fargo Bank, National Association
Assumed Final Distribution Date:
February 25, 2047
BEAR STEARNS ALT-A TRUST 2007-1
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2007-1
evidencing a fractional undivided interest in the distributions allocable to the
Class I-M-[1][2] Certificates with respect to a Trust Fund consisting primarily of a
pool of adjustable interest rate mortgage loans secured by first liens on one-to-four
family residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
This Certificate is payable solely from the assets of the Trust Fund, and does not
represent an obligation of or interest in Structured Asset Mortgage Investments II Inc. ("SAMI II"), the
Master Servicer, the Securities Administrator or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans are
guaranteed or insured by any governmental entity or by SAMI II, the Master Servicer or the Trustee or
any of their affiliates or any other person. None of SAMI II, the Master Servicer or any of their
affiliates will have any obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This certifies that Cede & Co. is the registered owner of the Fractional Undivided
Interest evidenced hereby in the beneficial ownership interest of Certificates of the same Class as
this Certificate in a trust (the "Trust Fund") primarily consisting of conventional adjustable rate
mortgage loans secured by first liens on one- to four- family residential properties (collectively, the
"Mortgage Loans") sold by SAMI II. The Mortgage Loans were sold by EMC Mortgage Corporation ("EMC") and
Master Funding LLC ("Master Funding") to SAMI II. Wells Fargo Bank, National Association ("Wells Fargo")
will act as master servicer of the Mortgage Loans (the "Master Servicer," which term includes any
successors thereto under the Agreement referred to below). The Trust Fund was created pursuant to the
Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the "Agreement"), among
SAMI II, as depositor (the "Seller"), the Master Servicer, Wells Fargo, as securities administrator (the
"Securities Administrator"), EMC Mortgage Corporation and Citibank, N.A., as trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not
defined herein, capitalized terms used herein shall have the meaning ascribed to them in the Agreement.
This Certificate is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of its acceptance hereof assents
and by which such Holder is bound.
Interest on this Certificate will accrue during the period from and including the
preceding Distribution Date (as hereinafter defined) (or in the case of the first Distribution Date,
from the Closing Date) to and including the day prior to the current Distribution Date on the
Certificate Principal Balance hereof at a per annum rate equal to the Pass-Through Rate set forth in the
Agreement. The Securities Administrator will distribute on the 25th day of each month, or, if such 25th
day is not a Business Day, the immediately following Business Day (each, a "Distribution Date"),
commencing on the first Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the Business Day immediately preceding the related
Distribution Date so long as such Certificate remains in book-entry form (and otherwise, the close of
business on the last Business Day of the month immediately preceding the month of such Distribution
Date), an amount equal to the product of the Fractional Undivided Interest evidenced by this Certificate
and the amount (of interest, if any) required to be distributed to the Holders of Certificates of the
same Class as this Certificate. The Assumed Final Distribution Date is the Distribution Date in the
month following the latest scheduled maturity date of any Mortgage Loan and is not likely to be the date
on which the Certificate Principal Balance of this Class of Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Securities Administrator by
check mailed to the address of the Person entitled thereto as such name and address shall appear on the
Certificate Register or, if such Person so requests by notifying the Securities Administrator in writing
as specified in the Agreement, by wire transfer. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the office or agency
appointed by the Securities Administrator for that purpose and designated in such notice. The initial
Certificate Principal Balance of this Certificate is set forth above. The Certificate Principal Balance
hereof will be reduced to the extent of distributions allocable to principal hereon and any Realized
Losses allocable hereto.
Each beneficial owner of a Class I-M-[1][2] Certificate or any interest therein shall be deemed
to have represented, by virtue of its acquisition or holding of that Certificate or interest therein,
that either (i) such Certificate is rated at least "BBB-" or its equivalent by Fitch, S&P and Moody's,
(ii) it is not a plan subject to Title I of the Employee Retirement Security Investment Act of 1974, as
amended, or Section 4975 of the Code (each, a "Plan") or investing with "plan assets" of any Plan, or
(iii)(1) it is an insurance company, (2) the source of funds used to acquire or hold the Certificate or
interest therein is an "insurance company general account," as such term is defined in U.S. Department
of Labor Prohibited Transaction Class Exemption ("PTCE") 95-60, and (3) the conditions in Sections I and
III of PTCE 95-60 have been satisfied.
This Certificate is one of a duly authorized issue of Certificates designated as set
forth on the face hereof (the "Certificates"). The Certificates, in the aggregate, evidence the entire
beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look
solely to the Trust Fund for payment hereunder and that neither the Securities Administrator nor the
Trustee is liable to the Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any liability under the
Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to
the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties
evidenced hereby, and the rights, duties and immunities of the Trustee and the Securities Administrator.
The Agreement permits, with certain exceptions therein provided: (i) the amendment
thereof and of the Servicing Agreements and the modification of the rights and obligations of the
Seller, the Master Servicer, the Securities Administrator and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by EMC, the Seller, the Master Servicer, the
Securities Administrator and the Trustee, and (ii) the amendment thereof and of the Servicing Agreements
by the Master Servicer and the Trustee with the consent of the Holders of Certificates, evidencing
Fractional Undivided Interests aggregating not less than 51% of the Trust Fund (or in certain cases,
Holders of Certificates of affected Classes evidencing such percentage of the Fractional Undivided
Interests thereof). Any such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof and of the Servicing Agreements in certain limited
circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the
transfer of this Certificate is registrable with the Securities Administrator upon surrender of this
Certificate for registration of transfer at the offices or agencies maintained by the Securities
Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Securities Administrator duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates in authorized
denominations representing a like aggregate Fractional Undivided Interest will be issued to the
designated transferee.
The Certificates are issuable only as registered Certificates without coupons in the
Classes and denominations specified in the Agreement. As provided in the Agreement and subject to
certain limitations therein set forth, this Certificate is exchangeable for one or more new Certificates
evidencing the same Class and in the same aggregate Fractional Undivided Interest, as requested by the
Holder surrendering the same.
No service charge will be made to the Certificateholders for any such registration of
transfer, but the Securities Administrator may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith. The Seller, the Master Servicer, the Trustee,
the Securities Administrator and any agent of any of them may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the Seller, the Master
Servicer, the Trustee, the Securities Administrator or any such agent shall be affected by notice to the
contrary.
The obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect to the termination of the
Agreement) shall terminate upon the earlier of (i) the later of (A) the maturity or other liquidation
(or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and disposition
of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B)
the remittance of all funds due under the Agreement, or (ii) the optional repurchase by the party named
in the Agreement of all the Mortgage Loans and other assets of the Trust Fund in accordance with the
terms of the Agreement. Such optional repurchase may be made only if (i) the Scheduled Principal Balance
of the Mortgage Loans at the time of any such repurchase is less than 20% of the Cut-off Date Balance
for Loan Group I or (ii) the Depositor, based upon an Opinion of Counsel addressed to the Depositor and
the Trustee has determined that the REMIC status of any REMIC under the Agreement has been lost or that
a substantial risk exists that such REMIC status will be lost for the then-current taxable year. The
exercise of such right will effect the early retirement of the Certificates. In no event, however, will
the Trust Fund created by the Agreement continue beyond the expiration of 21 years after the death of
certain persons identified in the Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the
Securities Administrator by manual signature, this Certificate shall not be entitled to any benefit
under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be
duly executed.
Dated: January 31, 2007 WELLS FARGO BANK, NATIONAL ASSOCIATION
not in its individual capacity but solely
as Securities Administrator
By:_________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class I-M-[1][2] Certificates referred to in the within-mentioned
Agreement.
WELLS FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Wells Fargo Bank,
National Association, not in its
individual capacity but solely as
Securities Administrator
By:_________________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address including postal zip code
of assignee) a Fractional Undivided Interest evidenced by the within Mortgage Pass-Through Certificate
and hereby authorizes the transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate to the following
address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available
funds to _________________________________ for the account of _________________________ account number
_____________, or, if mailed by check, to ______________________________. Applicable statements should
be mailed to _____________________________________________.
This information is provided by __________________, the assignee named above, or
________________________, as its agent.
EXHIBIT A-3
FORM OF CLASS I-B-[1][2][3] CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES AND
THE CLASS M CERTIFICATES AS DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO AS DESCRIBED IN THE AGREEMENT.
ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE
MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE SECURITIES ADMINISTRATOR NAMED HEREIN.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY TO THE SECURITIES ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
EACH BENEFICIAL OWNER OF A CLASS I-B-[1][2][3] CERTIFICATE OR ANY INTEREST THEREIN SHALL BE
DEEMED TO HAVE REPRESENTED, BY VIRTUE OF ITS ACQUISITION OR HOLDING OF THAT CERTIFICATE OR INTEREST
THEREIN, THAT EITHER (I) SUCH CERTIFICATE IS RATED AT LEAST "BBB-" OR ITS EQUIVALENT BY FITCH, S&P AND
MOODY'S, (II) IT IS NOT A PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED, OR SECTION 4975 OF THE CODE (EACH, A "PLAN") OR INVESTING WITH "PLAN ASSETS" OF ANY
PLAN, OR (III) (1) IT IS AN INSURANCE COMPANY, (2) THE SOURCE OF FUNDS USED TO ACQUIRE OR HOLD THE
CERTIFICATE OR INTEREST THEREIN IS AN "INSURANCE COMPANY GENERAL ACCOUNT," AS SUCH TERM IS DEFINED IN
U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 95-60, AND (3) THE CONDITIONS
IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN SATISFIED.
Certificate No.1 Variable Pass-Through Rate
Class I-B-[1][2][3] Subordinate
Aggregate Initial Certificate Principal Balance of this
Date of Pooling and Servicing Agreement and Cut-off Date: Certificate as of the Cut-off Date:
January 1, 2007 $__________
First Distribution Date: Initial Certificate Principal Balance of this
February 25, 2007 Certificate as of the Cut-off Date: $__________
Master Servicer: CUSIP: __________
Wells Fargo Bank, National Association
Assumed Final Distribution Date:
February 25, 2047
BEAR STEARNS ALT-A TRUST 2007-1
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2007-1
evidencing a fractional undivided interest in the distributions allocable to the Class
I-B-[1][2][3] Certificates with respect to a Trust Fund consisting primarily of a pool
of adjustable interest rate mortgage loans secured by first liens on one-to-four
family residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
This Certificate is payable solely from the assets of the Trust Fund, and does not
represent an obligation of or interest in Structured Asset Mortgage Investments II Inc. ("SAMI II"), the
Master Servicer, the Securities Administrator or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans are
guaranteed or insured by any governmental entity or by SAMI II, the Master Servicer or the Trustee or
any of their affiliates or any other person. None of SAMI II, the Master Servicer or any of their
affiliates will have any obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This certifies that Cede & Co. is the registered owner of the Fractional Undivided
Interest evidenced hereby in the beneficial ownership interest of Certificates of the same Class as
this Certificate in a trust (the "Trust Fund") primarily consisting of conventional adjustable rate
mortgage loans secured by first liens on one- to four- family residential properties (collectively, the
"Mortgage Loans") sold by SAMI II. The Mortgage Loans were sold by EMC Mortgage Corporation ("EMC") and
Master Funding LLC ("Master Funding") to SAMI II. Wells Fargo Bank, National Association ("Wells Fargo")
will act as master servicer of the Mortgage Loans (the "Master Servicer," which term includes any
successors thereto under the Agreement referred to below). The Trust Fund was created pursuant to the
Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the "Agreement"), among
SAMI II, as depositor (the "Seller"), the Master Servicer, Wells Fargo, as securities administrator (the
"Securities Administrator"), EMC Mortgage Corporation and Citibank, N.A., as trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not
defined herein, capitalized terms used herein shall have the meaning ascribed to them in the Agreement.
This Certificate is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of its acceptance hereof assents
and by which such Holder is bound.
Interest on this Certificate will accrue during the period from and including the
preceding Distribution Date (as hereinafter defined) (or in the case of the first Distribution Date,
from the Closing Date) to and including the day prior to the current Distribution Date on the
Certificate Principal Balance hereof at a per annum rate equal to the Pass-Through Rate set forth in the
Agreement. The Securities Administrator will distribute on the 25th day of each month, or, if such 25th
day is not a Business Day, the immediately following Business Day (each, a "Distribution Date"),
commencing on the first Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the Business Day immediately preceding the related
Distribution Date so long as such Certificate remains in book-entry form (and otherwise, the close of
business on the last Business Day of the month immediately preceding the month of such Distribution
Date), an amount equal to the product of the Fractional Undivided Interest evidenced by this Certificate
and the amount (of interest, if any) required to be distributed to the Holders of Certificates of the
same Class as this Certificate. The Assumed Final Distribution Date is the Distribution Date in the
month following the latest scheduled maturity date of any Mortgage Loan and is not likely to be the date
on which the Certificate Principal Balance of this Class of Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Securities Administrator by
check mailed to the address of the Person entitled thereto as such name and address shall appear on the
Certificate Register or, if such Person so requests by notifying the Securities Administrator in writing
as specified in the Agreement, by wire transfer. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the office or agency
appointed by the Securities Administrator for that purpose and designated in such notice. The initial
Certificate Principal Balance of this Certificate is set forth above. The Certificate Principal Balance
hereof will be reduced to the extent of distributions allocable to principal hereon and any Realized
Losses allocable hereto.
Each beneficial owner of a Class I-B-[1][2][3] Certificate or any interest therein shall be
deemed to have represented, by virtue of its acquisition or holding of that Certificate or interest
therein, that either (i) such Certificate is rated at least "BBB-" or its equivalent by Fitch, S&P and
Moody's, (ii) it is not a plan subject to Title I of the Employee Retirement Security Income Act of
1974, as amended, or Section 4975 of the Code (each, a "Plan") or investing with "plan assets" of any
Plan, or (iii)(1) it is an insurance company, (2) the source of funds used to acquire or hold the
Certificate or interest therein is an "insurance company general account," as such term is defined in
U.S. Department of Labor Prohibited Transaction Class Exemption ("PTCE") 95-60, and (3) the conditions
in Sections I and III of PTCE 95-60 have been satisfied.
This Certificate is one of a duly authorized issue of Certificates designated as set
forth on the face hereof (the "Certificates"). The Certificates, in the aggregate, evidence the entire
beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look
solely to the Trust Fund for payment hereunder and that neither the Securities Administrator nor the
Trustee is liable to the Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any liability under the
Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to
the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties
evidenced hereby, and the rights, duties and immunities of the Trustee and the Securities Administrator.
The Agreement permits, with certain exceptions therein provided: (i) the amendment
thereof and of the Servicing Agreements and the modification of the rights and obligations of the
Seller, the Master Servicer, the Securities Administrator and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by EMC, the Seller, the Master Servicer, the
Securities Administrator and the Trustee, and (ii) the amendment thereof and of the Servicing Agreements
by the Master Servicer and the Trustee with the consent of the Holders of Certificates, evidencing
Fractional Undivided Interests aggregating not less than 51% of the Trust Fund (or in certain cases,
Holders of Certificates of affected Classes evidencing such percentage of the Fractional Undivided
Interests thereof). Any such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof and of the Servicing Agreements in certain limited
circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the
transfer of this Certificate is registrable with the Securities Administrator upon surrender of this
Certificate for registration of transfer at the offices or agencies maintained by the Securities
Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Securities Administrator duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates in authorized
denominations representing a like aggregate Fractional Undivided Interest will be issued to the
designated transferee.
The Certificates are issuable only as registered Certificates without coupons in the
Classes and denominations specified in the Agreement. As provided in the Agreement and subject to
certain limitations therein set forth, this Certificate is exchangeable for one or more new Certificates
evidencing the same Class and in the same aggregate Fractional Undivided Interest, as requested by the
Holder surrendering the same.
No service charge will be made to the Certificateholders for any such registration of
transfer, but the Securities Administrator may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith. The Seller, the Master Servicer, the Trustee,
the Securities Administrator and any agent of any of them may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the Seller, the Master
Servicer, the Trustee, the Securities Administrator or any such agent shall be affected by notice to the
contrary.
The obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect to the termination of the
Agreement) shall terminate upon the earlier of (i) the later of (A) the maturity or other liquidation
(or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and disposition
of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B)
the remittance of all funds due under the Agreement, or (ii) the optional repurchase by the party named
in the Agreement of all the Mortgage Loans and other assets of the Trust Fund in accordance with the
terms of the Agreement. Such optional repurchase may be made only if (i) the Scheduled Principal Balance
of the Mortgage Loans at the time of any such repurchase is less than 20% of the Cut-off Date Balance
for Loan Group I or (ii) the Depositor, based upon an Opinion of Counsel addressed to the Depositor and
the Trustee has determined that the REMIC status of any REMIC under the Agreement has been lost or that
a substantial risk exists that such REMIC status will be lost for the then-current taxable year. The
exercise of such right will effect the early retirement of the Certificates. In no event, however, will
the Trust Fund created by the Agreement continue beyond the expiration of 21 years after the death of
certain persons identified in the Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the
Securities Administrator by manual signature, this Certificate shall not be entitled to any benefit
under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be
duly executed.
Dated: January 31, 2007 WELLS FARGO BANK, NATIONAL ASSOCIATION
not in its individual capacity but solely
as Securities Administrator
By:_________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class I-B-[1][2][3] Certificates referred to in the
within-mentioned Agreement.
WELLS FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Wells Fargo Bank,
National Association, not in its
individual capacity but solely as
Securities Administrator
By:_________________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address including postal zip code
of assignee) a Fractional Undivided Interest evidenced by the within Mortgage Pass-Through Certificate
and hereby authorizes the transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate to the following
address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available
funds to _________________________________ for the account of _________________________ account number
_____________, or, if mailed by check, to ______________________________. Applicable statements should
be mailed to _____________________________________________.
This information is provided by __________________, the assignee named above, or
________________________, as its agent.
EXHIBIT A-4
FORM OF CLASS I-B-4 CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A, CLASS M, CLASS
I-B-1 AND CLASS I-B-2 CERTIFICATES AS DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE").
THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW.
ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE
SECURITIES ADMINISTRATOR NAMED HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY
PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT
TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT
OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE
REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (2) IN CERTIFICATED
FORM TO AN "INSTITUTIONAL ACCREDITED INVESTOR" WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2), (3) or
(7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH
PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT TO (A) THE
RECEIPT BY THE SECURITIES ADMINISTRATOR OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT
AND (B) THE RECEIPT BY THE SECURITIES ADMINISTRATOR OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE SECURITIES
ADMINISTRATOR THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND
OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED
STATES AND ANY OTHER APPLICABLE JURISDICTION.
THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN
EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT (EACH A "PLAN") THAT IS SUBJECT TO TITLE I OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), AND/OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR BY A PERSON USING "PLAN ASSETS" OF A PLAN,
UNLESS THE PROPOSED TRANSFEREE PROVIDES THE SECURITIES ADMINISTRATOR WITH AN OPINION OF COUNSEL FOR THE
BENEFIT OF THE TRUSTEE, MASTER SERVICER AND THE SECURITIES ADMINISTRATOR AND ON WHICH THEY MAY RELY
WHICH IS SATISFACTORY TO THE SECURITIES ADMINISTRATOR THAT THE PURCHASE OF THIS CERTIFICATE IS
PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION
UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE MASTER SERVICER, THE
TRUSTEE OR THE SECURITIES ADMINISTRATOR TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN
IN THE AGREEMENT.
Certificate No.1 Variable Pass-Through Rate
Class I-B-4 Subordinate
Aggregate Initial Certificate Principal Balance of this
Date of Pooling and Servicing Agreement and Cut-off Date: Certificate as of the Cut-off Date:
January 1, 2007 $__________
Initial Certificate Principal Balance of this
First Distribution Date: Certificate as of the Cut-off Date:
Jaunuary 25, 2007 $__________
Master Servicer: CUSIP: __________
Wells Fargo Bank, National Association
Assumed Final Distribution Date:
February 25, 2047
BEAR STEARNS ALT-A TRUST 2007-1
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2007-1
evidencing a fractional undivided interest in the distributions allocable to the Class
I-B-4 Certificates with respect to a Trust Fund consisting primarily of a pool of
adjustable interest rate mortgage loans secured by first liens on one-to-four family
residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
This Certificate is payable solely from the assets of the Trust Fund, and does not
represent an obligation of or interest in Structured Asset Mortgage Investments II Inc. ("SAMI II"), the
Master Servicer, the Securities Administrator or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans are
guaranteed or insured by any governmental entity or by SAMI II, the Master Servicer or the Trustee or
any of their affiliates or any other person. None of SAMI II, the Master Servicer or any of their
affiliates will have any obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This certifies that Bear, Stearns Securities Corp. is the registered owner of the
Fractional Undivided Interest evidenced hereby in the beneficial ownership interest of Certificates of
the same Class as this Certificate in a trust (the "Trust Fund") primarily consisting of conventional
adjustable rate mortgage loans secured by first liens on one- to four- family residential properties
(collectively, the "Mortgage Loans") sold by SAMI II. The Mortgage Loans were sold by EMC Mortgage
Corporation ("EMC") and Master Funding LLC ("Master Funding") to SAMI II. Wells Fargo Bank, National
Association ("Wells Fargo") will act as master servicer of the Mortgage Loans (the "Master Servicer,"
which term includes any successors thereto under the Agreement referred to below). The Trust Fund was
created pursuant to the Pooling and Servicing Agreement dated as of the Cut-off Date specified above
(the "Agreement"), among SAMI II, as depositor (the "Seller"), the Master Servicer, Wells Fargo, as
securities administrator (the "Securities Administrator"), EMC Mortgage Corporation and Citibank, N.A.,
as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth
hereafter. To the extent not defined herein, capitalized terms used herein shall have the meaning
ascribed to them in the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue
of its acceptance hereof assents and by which such Holder is bound.
The Securities Administrator will distribute on the 25th day of each month, or, if
such 25th day is not a Business Day, the immediately following Business Day (each, a "DistributionDate"), commencing on the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of the month immediately
preceding the month of the related Distribution Date, an amount equal to the product of the Fractional
Undivided Interest evidenced by this Certificate and the amount required to be distributed to the
Holders of Certificates of the same Class as this Certificate. The Assumed Final Distribution Date is
the Distribution Date in the month following the latest scheduled maturity date of any Mortgage Loan and
is not likely to be the date on which the Certificate Principal Balance of this Class of Certificates
will be reduced to zero.
Distributions on this Certificate will be made by the Securities Administrator by
check mailed to the address of the Person entitled thereto as such name and address shall appear on the
Certificate Register or, if such Person so requests by notifying the Securities Administrator in writing
as specified in the Agreement, by wire transfer. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the office or agency
appointed by the Securities Administrator for that purpose and designated in such notice. The initial
Certificate Principal Balance of this Certificate is set forth above. The Certificate Principal Balance
hereof will be reduced to the extent of distributions allocable to principal hereon.
No transfer of this Certificate shall be made unless the transfer is made pursuant to
an effective registration statement under the Securities Act of 1933, as amended (the "1933 Act"), and
an effective registration or qualification under applicable state securities laws, or is made in a
transaction that does not require such registration or qualification. In the event that such a transfer
of this Certificate is to be made without registration or qualification, the Securities Administrator
shall require receipt of (i) if such transfer is purportedly being made (a) in reliance upon Rule 144A
under the 1933 Act or (b) to a transferee that is an "Institutional Accredited Investor" within the
meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the 1933 Act, written certifications
from the Holder of the Certificate desiring to effect the transfer, and from such Holder's prospective
transferee, substantially in the forms attached to the Agreement as Exhibit F-1 or F-2, as applicable,
and (ii) if requested by the Securities Administrator, an Opinion of Counsel satisfactory to it that
such transfer may be made without such registration or qualification (which Opinion of Counsel shall not
be an expense of the Trust Fund or of the Seller, the Trustee, the Securities Administrator or the
Master Servicer in their respective capacities as such), together with copies of the written
certification(s) of the Holder of the Certificate desiring to effect the transfer and/or such Holder's
prospective transferee upon which such Opinion of Counsel is based. None of the Seller, the Securities
Administrator or the Trustee is obligated to register or qualify the Class of Certificates specified on
the face hereof under the 1933 Act or any other securities law or to take any action not otherwise
required under the Agreement to permit the transfer of such Certificates without registration or
qualification. Any Holder desiring to effect a transfer of this Certificate shall be required to
indemnify the Trustee, the Securities Administrator, the Seller and the Master Servicer against any
liability that may result if the transfer is not so exempt or is not made in accordance with such
federal and state laws.
No transfer of this Class I-B-4 Certificate will be made unless the Securities
Administrator has received either (i) Opinion of Counsel for the benefit of the Trustee, Master Servicer
and the Securities Administrator and which they may rely which is satisfactory to the Securities
Administrator that the purchase of this certificate is permissible under local law, will not constitute
or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), and Section 4975 of the Internal Revenue Code, as amended
(the "Code"), and will not subject the Master Servicer, the Trustee or the Securities Administrator to
any obligation or liability in addition to those undertaken in the Agreement or (ii) a representation
letter stating that the transferee is not acquiring directly or indirectly by, or on behalf of, an
employee benefit plan or other retirement arrangement that is subject to Title I of ERISA, and/or
Section 4975 of the Code (each, a "Plan"), or by a person using "plan assets" of a Plan.
This Certificate is one of a duly authorized issue of Certificates designated as set
forth on the face hereof (the "Certificates"). The Certificates, in the aggregate, evidence the entire
beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look
solely to the Trust Fund for payment hereunder and that neither the Securities Administrator nor the
Trustee is liable to the Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any liability under the
Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to
the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties
evidenced hereby, and the rights, duties and immunities of the Trustee and the Securities Administrator.
The Agreement permits, with certain exceptions therein provided: (i) the amendment
thereof and of the Servicing Agreement and the modification of the rights and obligations of the Seller,
the Master Servicer, the Securities Administrator and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by EMC, the Seller, the Master Servicer, the
Securities Administrator and the Trustee, and (ii) the amendment thereof and of the Servicing Agreement
by the Master Servicer and the Trustee with the consent of the Holders of Certificates, evidencing
Fractional Undivided Interests aggregating not less than 51% of the Trust Fund (or in certain cases,
Holders of Certificates of affected Classes evidencing such percentage of the Fractional Undivided
Interests thereof). Any such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof and of the Servicing Agreement in certain limited
circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the
transfer of this Certificate is registrable with the Securities Administrator upon surrender of this
Certificate for registration of transfer at the offices or agencies maintained by the Securities
Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Securities Administrator duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates in authorized
denominations representing a like aggregate Fractional Undivided Interest will be issued to the
designated transferee.
The Certificates are issuable only as registered Certificates without coupons in the
Classes and denominations specified in the Agreement. As provided in the Agreement and subject to
certain limitations therein set forth, this Certificate is exchangeable for one or more new Certificates
evidencing the same Class and in the same aggregate Fractional Undivided Interest, as requested by the
Holder surrendering the same.
No service charge will be made to the Certificateholders for any such registration of
transfer, but the Securities Administrator may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith. The Seller, the Master Servicer, the Trustee,
the Securities Administrator and any agent of any of them may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the Seller, the Master
Servicer, the Trustee, the Securities Administrator or any such agent shall be affected by notice to the
contrary.
The obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect to the termination of the
Agreement) shall terminate upon the earlier of (i) the later of (A) the maturity or other liquidation
(or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and disposition
of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B)
the remittance of all funds due under the Agreement, or (ii) the optional repurchase by the party named
in the Agreement of all the Mortgage Loans and other assets of the Trust Fund in accordance with the
terms of the Agreement. Such optional repurchase may be made only if (i) the Scheduled Principal Balance
of the Mortgage Loans at the time of any such repurchase is less than 20% of the Cut-off Date Balance
for Loan Group I or (ii) the Depositor, based upon an Opinion of Counsel addressed to the Depositor and
the Trustee has determined that the REMIC status of any REMIC under the Agreement has been lost or that
a substantial risk exists that such REMIC status will be lost for the then-current taxable year. The
exercise of such right will effect the early retirement of the Certificates. In no event, however, will
the Trust Fund created by the Agreement continue beyond the expiration of 21 years after the death of
certain persons identified in the Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the
Securities Administrator by manual signature, this Certificate shall not be entitled to any benefit
under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be
duly executed.
Dated: January 31, 2007 WELLS FARGO BANK, NATIONAL ASSOCIATION
Not in its individual capacity but solely
as Securities Administrator
By:_________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class I-B-4 Certificates referred to in the within-mentioned
Agreement.
WELLS FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Wells Fargo Bank,
National Association, not in its
individual capacity but solely as
Securities Administrator
By:_________________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address including postal zip code
of assignee) a Fractional Undivided Interest evidenced by the within Mortgage Pass-Through Certificate
and hereby authorizes the transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate to the following
address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available
funds to _________________________________ for the account of _________________________ account number
_____________, or, if mailed by check, to ______________________________. Applicable statements should
be mailed to _____________________________________________.
This information is provided by __________________, the assignee named above, or
________________________, as its agent.
EXHIBIT A-5-1
FORM OF CLASS R CERTIFICATE
THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED STATES PERSON OR A
DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY
PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT
TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT
OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE
REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (2) IN CERTIFICATED
FORM TO AN "INSTITUTIONAL ACCREDITED INVESTOR" WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2), (3) or
(7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH
PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT TO (A) THE
RECEIPT BY THE SECURITIES ADMINISTRATOR OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT
AND (B) THE RECEIPT BY THE SECURITIES ADMINISTRATOR OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE SECURITIES
ADMINISTRATOR THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND
OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED
STATES AND ANY OTHER APPLICABLE JURISDICTION.
THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN
EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), AND/OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE") (EACH, A "PLAN"), OR BY A PERSON USING "PLAN ASSETS" OF A
PLAN, UNLESS THE PROPOSED TRANSFEREE PROVIDES THE SECURITIES ADMINISTRATOR WITH AN OPINION OF COUNSEL
FOR THE BENEFIT OF THE TRUSTEE, MASTER SERVICER AND THE SECURITIES ADMINISTRATOR AND ON WHICH THEY MAY
RELY WHICH IS SATISFACTORY TO THE SECURITIES ADMINISTRATOR THAT THE PURCHASE OF THIS CERTIFICATE IS
PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION
UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE MASTER SERVICER, THE
TRUSTEE OR THE SECURITIES ADMINISTRATOR TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN
IN THE AGREEMENT.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IF THE
PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE MASTER SERVICER AND THE TRUSTEE THAT (1) SUCH
TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY POSSESSION OF
THE UNITED STATES, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER THAN AN
INSTRUMENTALITY WHICH IS A CORPORATION IF ALL OF ITS ACTIVITIES ARE SUBJECT TO TAX AND EXCEPT FOR
FREDDIE MAC, A MAJORITY OF ITS BOARD OF DIRECTORS IS NOT SELECTED BY SUCH GOVERNMENTAL UNIT), (B) A
FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF EITHER OF THE
FOREGOING, (C) ANY ORGANIZATION (OTHER THAN CERTAIN FARMERS' COOPERATIVES DESCRIBED IN SECTION 521 OF
THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS
SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE (INCLUDING THE TAX IMPOSED BY SECTION 511 OF THE
CODE ON UNRELATED BUSINESS TAXABLE INCOME), (D) RURAL ELECTRIC AND TELEPHONE COOPERATIVES DESCRIBED IN
SECTION 1381(a)(2)(C) OF THE CODE, (E) AN ELECTING LARGE PARTNERSHIP UNDER SECTION 775(a) OF THE CODE
(ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B), (C), (D) OR (E) BEING HEREIN REFERRED TO
AS A "DISQUALIFIED ORGANIZATION"), OR (F) AN AGENT OF A DISQUALIFIED ORGANIZATION, (2) NO PURPOSE OF
SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX AND (3) SUCH TRANSFEREE SATISFIES CERTAIN
ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING
THE REGISTRATION IN THE CERTIFICATE REGISTER OR ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS
CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION
SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A
CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS
ON THIS CERTIFICATE.
Certificate No.1 Percentage Interest: 100%
Class R
Aggregate Initial Certificate Principal Balance of this
Date of Pooling and Servicing Agreement and Cut-off Date: Certificate as of the Cut-off Date:
January 1, 2007 $0.00
Initial Certificate Principal Balance of this
First Distribution Date: Certificate as of the Cut-off Date:
February 25, 2007 $0.00
Master Servicer: CUSIP: __________
Wells Fargo Bank, National Association
Assumed Final Distribution Date:
February 25, 2047
BEAR STEARNS ALT-A TRUST 2007-1
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2007-1
evidencing a fractional undivided interest in the distributions allocable to the Class
R Certificates with respect to a Trust Fund consisting primarily of a pool of
adjustable interest rate mortgage loans secured by first liens on one-to-four family
residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
This Certificate is payable solely from the assets of the Trust Fund, and does not
represent an obligation of or interest in Structured Asset Mortgage Investments II Inc. ("SAMI II"), the
Master Servicer, the Securities Administrator or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans are
guaranteed or insured by any governmental entity or by SAMI II, the Master Servicer or the Trustee or
any of their affiliates or any other person. None of SAMI II, the Master Servicer or any of their
affiliates will have any obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This certifies that Bear, Stearns Securities Corp. is the registered owner of the
Fractional Undivided Interest evidenced hereby in the beneficial ownership interest of Certificates of
the same Class as this Certificate in a trust (the "Trust Fund") primarily consisting of conventional
adjustable rate mortgage loans secured by first liens on one- to four- family residential properties
(collectively, the "Mortgage Loans") sold by SAMI II. The Mortgage Loans were sold by EMC Mortgage
Corporation ("EMC") and Master Funding LLC ("Master Funding") to SAMI II. Wells Fargo Bank, National
Association ("Wells Fargo") will act as master servicer of the Mortgage Loans (the "Master Servicer,"
which term includes any successors thereto under the Agreement referred to below). The Trust Fund was
created pursuant to the Pooling and Servicing Agreement dated as of the Cut-off Date specified above
(the "Agreement"), among SAMI II, as depositor (the "Seller"), the Master Servicer, Wells Fargo, as
securities administrator (the "Securities Administrator"), EMC Mortgage Corporation and Citibank, N.A.,
as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth
hereafter. To the extent not defined herein, capitalized terms used herein shall have the meaning
ascribed to them in the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue
of its acceptance hereof assents and by which such Holder is bound.
Each Holder of this Certificate will be deemed to have agreed to be bound by the restrictions
set forth in the Agreement to the effect that (i) each person holding or acquiring any ownership
interest in this Certificate must be a United States Person and a Permitted Transferee, (ii) the
transfer of any ownership interest in this Certificate will be conditioned upon the delivery to the
Securities Administrator of, among other things, an affidavit to the effect that it is a United States
Person and Permitted Transferee, (iii) any attempted or purported transfer of any ownership interest in
this Certificate in violation of such restrictions will be absolutely null and void and will vest no
rights in the purported transferee, and (iv) if any person other than a United States Person and a
Permitted Transferee acquires any ownership interest in this Certificate in violation of such
restrictions, then the Seller will have the right, in its sole discretion and without notice to the
Holder of this Certificate, to sell this Certificate to a purchaser selected by the Seller, which
purchaser may be the Seller, or any affiliate of the Seller, on such terms and conditions as the Seller
may choose.
The Securities Administrator will distribute on the 25th day of each month, or, if
such 25th day is not a Business Day, the immediately following Business Day (each, a "DistributionDate"), commencing on the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of the month immediately
preceding the month of the related Distribution Date, an amount equal to the product of the Fractional
Undivided Interest evidenced by this Certificate and the amounts required to be distributed to the
Holders of Certificates of the same Class as this Certificate. The Assumed Final Distribution Date is
the Distribution Date in the month following the latest scheduled maturity date of any Mortgage Loan.
Distributions on this Certificate will be made by the Securities Administrator by
check mailed to the address of the Person entitled thereto as such name and address shall appear on the
Certificate Register or, if such Person so requests by notifying the Securities Administrator in writing
as specified in the Agreement, by wire transfer. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the office or agency
appointed by the Securities Administrator for that purpose and designated in such notice.
No transfer of this Certificate shall be made unless the transfer is made pursuant to
an effective registration statement under the Securities Act of 1933, as amended (the "1933 Act"), and
an effective registration or qualification under applicable state securities laws, or is made in a
transaction that does not require such registration or qualification. In the event that such a transfer
of this Certificate is to be made without registration or qualification, the Securities Administrator
shall require receipt of (i) if such transfer is purportedly being made (a) in reliance upon Rule 144A
under the 1933 Act or (b) to a transferee that is an "Institutional Accredited Investor" within the
meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the 1933 Act, written certifications
from the Holder of the Certificate desiring to effect the transfer, and from such Holder's prospective
transferee, substantially in the forms attached to the Agreement as Exhibit F-1 or F-2, as applicable,
and (ii) if requested by the Securities Administrator, an Opinion of Counsel satisfactory to it that
such transfer may be made without such registration or qualification (which Opinion of Counsel shall not
be an expense of the Trust Fund or of the Seller, the Trustee, the Securities Administrator or the
Master Servicer in their respective capacities as such), together with copies of the written
certification(s) of the Holder of the Certificate desiring to effect the transfer and/or such Holder's
prospective transferee upon which such Opinion of Counsel is based. None of the Seller, the Securities
Administrator or the Trustee is obligated to register or qualify the Class of Certificates specified on
the face hereof under the 1933 Act or any other securities law or to take any action not otherwise
required under the Agreement to permit the transfer of such Certificates without registration or
qualification. Any Holder desiring to effect a transfer of this Certificate shall be required to
indemnify the Trustee, the Securities Administrator, the Seller and the Master Servicer against any
liability that may result if the transfer is not so exempt or is not made in accordance with such
federal and state laws.
No transfer of this Class R Certificate will be made unless the Securities
Administrator has received either (i) Opinion of Counsel for the benefit of the Trustee, Master Servicer
and the Securities Administrator and which they may rely which is satisfactory to the Securities
Administrator that the purchase of this certificate is permissible under local law, will not constitute
or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), and Section 4975 of the Internal Revenue Code, as amended
(the "Code"), and will not subject the Master Servicer, the Trustee or the Securities Administrator to
any obligation or liability in addition to those undertaken in the Agreement or (ii) a representation
letter stating that the transferee is not acquiring directly or indirectly by, or on behalf of, an
employee benefit plan or other retirement arrangement that is subject to Title I of ERISA, and/or
Section 4975 of the Code (each, a "Plan"), or by a person using "plan assets" of a Plan.
This Certificate is one of a duly authorized issue of Certificates designated as set
forth on the face hereof (the "Certificates"). The Certificates, in the aggregate, evidence the entire
beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look
solely to the Trust Fund for payment hereunder and that neither the Securities Administrator nor the
Trustee is liable to the Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any liability under the
Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to
the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties
evidenced hereby, and the rights, duties and immunities of the Trustee and the Securities Administrator.
The Agreement permits, with certain exceptions therein provided: (i) the amendment
thereof and of the Servicing Agreements and the modification of the rights and obligations of the
Seller, the Master Servicer, the Securities Administrator and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by EMC, the Seller, the Master Servicer, the
Securities Administrator and the Trustee, and (ii) the amendment thereof and of the Servicing Agreements
by the Master Servicer and the Trustee with the consent of the Holders of Certificates, evidencing
Fractional Undivided Interests aggregating not less than 51% of the Trust Fund (or in certain cases,
Holders of Certificates of affected Classes evidencing such percentage of the Fractional Undivided
Interests thereof). Any such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof and of the Servicing Agreements in certain limited
circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the
transfer of this Certificate is registrable with the Securities Administrator upon surrender of this
Certificate for registration of transfer at the offices or agencies maintained by the Securities
Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Securities Administrator duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates in authorized
denominations representing a like aggregate Fractional Undivided Interest will be issued to the
designated transferee.
The Certificates are issuable only as registered Certificates without coupons in the
Classes and denominations specified in the Agreement. As provided in the Agreement and subject to
certain limitations therein set forth, this Certificate is exchangeable for one or more new Certificates
evidencing the same Class and in the same aggregate Fractional Undivided Interest, as requested by the
Holder surrendering the same.
No service charge will be made to the Certificateholders for any such registration of
transfer, but the Securities Administrator may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith. The Seller, the Master Servicer, the Trustee,
the Securities Administrator and any agent of any of them may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the Seller, the Master
Servicer, the Trustee, the Securities Administrator or any such agent shall be affected by notice to the
contrary.
The obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect to the termination of the
Agreement) shall terminate upon the earlier of (i) the later of (A) the maturity or other liquidation
(or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and disposition
of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B)
the remittance of all funds due under the Agreement, or (ii) the optional repurchase by the party named
in the Agreement of all the Mortgage Loans and other assets of the Trust Fund in accordance with the
terms of the Agreement. Such optional repurchase may be made only if (i) the Scheduled Principal Balance
of the Mortgage Loans at the time of any such repurchase is less than 20% of the Cut-off Date Balance
for Loan Group I or (ii) the Depositor, based upon an Opinion of Counsel addressed to the Depositor and
the Trustee has determined that the REMIC status of any REMIC under the Agreement has been lost or that
a substantial risk exists that such REMIC status will be lost for the then-current taxable year. The
exercise of such right will effect the early retirement of the Certificates. In no event, however, will
the Trust Fund created by the Agreement continue beyond the expiration of 21 years after the death of
certain persons identified in the Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the
Securities Administrator by manual signature, this Certificate shall not be entitled to any benefit
under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be
duly executed.
Dated: January 31, 2007 WELLS FARGO BANK, NATIONAL ASSOCIATION
not in its individual capacity but solely
as Securities Administrator
By:_________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class R Certificates referred to in the within-mentioned Agreement.
WELLS FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Wells Fargo Bank,
National Association, not in its
individual capacity but solely as
Securities Administrator
By:_________________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address including postal zip code
of assignee) a Fractional Undivided Interest evidenced by the within Mortgage Pass-Through Certificate
and hereby authorizes the transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate to the following
address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available
funds to _________________________________ for the account of _________________________ account number
_____________, or, if mailed by check, to ______________________________. Applicable statements should
be mailed to _____________________________________________.
This information is provided by __________________, the assignee named above, or
________________________, as its agent.
EXHIBIT A-5-2
FORM OF CLASS R-X CERTIFICATE
THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED STATES PERSON OR A
DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY
PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT
TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT
OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE
REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (2) IN CERTIFICATED
FORM TO AN "INSTITUTIONAL ACCREDITED INVESTOR" WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2), (3) or
(7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH
PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT TO (A) THE
RECEIPT BY THE SECURITIES ADMINISTRATOR OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT
AND (B) THE RECEIPT BY THE SECURITIES ADMINISTRATOR OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE SECURITIES
ADMINISTRATOR THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND
OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED
STATES AND ANY OTHER APPLICABLE JURISDICTION.
THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN
EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), AND/OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE") (EACH, A "PLAN"), OR BY A PERSON USING "PLAN ASSETS" OF A
PLAN, UNLESS THE PROPOSED TRANSFEREE PROVIDES THE SECURITIES ADMINISTRATOR WITH AN OPINION OF COUNSEL
FOR THE BENEFIT OF THE TRUSTEE, MASTER SERVICER AND THE SECURITIES ADMINISTRATOR AND ON WHICH THEY MAY
RELY WHICH IS SATISFACTORY TO THE SECURITIES ADMINISTRATOR THAT THE PURCHASE OF THIS CERTIFICATE IS
PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION
UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE MASTER SERVICER, THE
TRUSTEE OR THE SECURITIES ADMINISTRATOR TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN
IN THE AGREEMENT.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IF THE
PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE MASTER SERVICER AND THE TRUSTEE THAT (1) SUCH
TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY POSSESSION OF
THE UNITED STATES, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER THAN AN
INSTRUMENTALITY WHICH IS A CORPORATION IF ALL OF ITS ACTIVITIES ARE SUBJECT TO TAX AND EXCEPT FOR
FREDDIE MAC, A MAJORITY OF ITS BOARD OF DIRECTORS IS NOT SELECTED BY SUCH GOVERNMENTAL UNIT), (B) A
FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF EITHER OF THE
FOREGOING, (C) ANY ORGANIZATION (OTHER THAN CERTAIN FARMERS' COOPERATIVES DESCRIBED IN SECTION 521 OF
THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS
SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE (INCLUDING THE TAX IMPOSED BY SECTION 511 OF THE
CODE ON UNRELATED BUSINESS TAXABLE INCOME), (D) RURAL ELECTRIC AND TELEPHONE COOPERATIVES DESCRIBED IN
SECTION 1381(a)(2)(C) OF THE CODE, (E) AN ELECTING LARGE PARTNERSHIP UNDER SECTION 775(a) OF THE CODE
(ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B), (C), (D) OR (E) BEING HEREIN REFERRED TO
AS A "DISQUALIFIED ORGANIZATION"), OR (F) AN AGENT OF A DISQUALIFIED ORGANIZATION, (2) NO PURPOSE OF
SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX AND (3) SUCH TRANSFEREE SATISFIES CERTAIN
ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING
THE REGISTRATION IN THE CERTIFICATE REGISTER OR ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS
CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION
SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A
CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS
ON THIS CERTIFICATE.
Certificate No.1 Percentage Interest: 100%
Class R-X
Aggregate Initial Certificate Principal Balance of this
Date of Pooling and Servicing Agreement and Cut-off Date: Certificate as of the Cut-off Date:
January 1, 2007 $0.00
Initial Certificate Principal Balance of this
First Distribution Date: Certificate as of the Cut-off Date:
February 25, 2007 $0.00
Master Servicer: CUSIP: ____________
Wells Fargo Bank, National Association
Assumed Final Distribution Date:
February 25, 2047
BEAR STEARNS ALT-A TRUST 2007-1
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2007-1
evidencing a fractional undivided interest in the distributions allocable to the Class
R-X Certificates with respect to a Trust Fund consisting primarily of a pool of
adjustable interest rate mortgage loans secured by first liens on one-to-four family
residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
This Certificate is payable solely from the assets of the Trust Fund, and does not
represent an obligation of or interest in Structured Asset Mortgage Investments II Inc. ("SAMI II"), the
Master Servicer, the Securities Administrator or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans are
guaranteed or insured by any governmental entity or by SAMI II, the Master Servicer or the Trustee or
any of their affiliates or any other person. None of SAMI II, the Master Servicer or any of their
affiliates will have any obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This certifies that Bear, Stearns Securities Corp. is the registered owner of the
Fractional Undivided Interest evidenced hereby in the beneficial ownership interest of Certificates of
the same Class as this Certificate in a trust (the "Trust Fund") primarily consisting of conventional
adjustable rate mortgage loans secured by first liens on one- to four- family residential properties
(collectively, the "Mortgage Loans") sold by SAMI II. The Mortgage Loans were sold by EMC Mortgage
Corporation ("EMC") and Master Funding LLC ("Master Funding") to SAMI II. Wells Fargo Bank, National
Association ("Wells Fargo") will act as master servicer of the Mortgage Loans (the "Master Servicer,"
which term includes any successors thereto under the Agreement referred to below). The Trust Fund was
created pursuant to the Pooling and Servicing Agreement dated as of the Cut-off Date specified above
(the "Agreement"), among SAMI II, as depositor (the "Seller"), the Master Servicer, Wells Fargo, as
securities administrator (the "Securities Administrator"), EMC Mortgage Corporation and Citibank, N.A.,
as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth
hereafter. To the extent not defined herein, capitalized terms used herein shall have the meaning
ascribed to them in the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue
of its acceptance hereof assents and by which such Holder is bound.
Each Holder of this Certificate will be deemed to have agreed to be bound by the restrictions
set forth in the Agreement to the effect that (i) each person holding or acquiring any ownership
interest in this Certificate must be a United States Person and a Permitted Transferee, (ii) the
transfer of any ownership interest in this Certificate will be conditioned upon the delivery to the
Securities Administrator of, among other things, an affidavit to the effect that it is a United States
Person and Permitted Transferee, (iii) any attempted or purported transfer of any ownership interest in
this Certificate in violation of such restrictions will be absolutely null and void and will vest no
rights in the purported transferee, and (iv) if any person other than a United States Person and a
Permitted Transferee acquires any ownership interest in this Certificate in violation of such
restrictions, then the Seller will have the right, in its sole discretion and without notice to the
Holder of this Certificate, to sell this Certificate to a purchaser selected by the Seller, which
purchaser may be the Seller, or any affiliate of the Seller, on such terms and conditions as the Seller
may choose.
The Securities Administrator will distribute on the 25th day of each month, or, if
such 25th day is not a Business Day, the immediately following Business Day (each, a "DistributionDate"), commencing on the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of the month immediately
preceding the month of the related Distribution Date, an amount equal to the product of the Fractional
Undivided Interest evidenced by this Certificate and the amounts required to be distributed to the
Holders of Certificates of the same Class as this Certificate. The Assumed Final Distribution Date is
the Distribution Date in the month following the latest scheduled maturity date of any Mortgage Loan.
Distributions on this Certificate will be made by the Securities Administrator by
check mailed to the address of the Person entitled thereto as such name and address shall appear on the
Certificate Register or, if such Person so requests by notifying the Securities Administrator in writing
as specified in the Agreement, by wire transfer. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the office or agency
appointed by the Securities Administrator for that purpose and designated in such notice.
No transfer of this Certificate shall be made unless the transfer is made pursuant to
an effective registration statement under the Securities Act of 1933, as amended (the "1933 Act"), and
an effective registration or qualification under applicable state securities laws, or is made in a
transaction that does not require such registration or qualification. In the event that such a transfer
of this Certificate is to be made without registration or qualification, the Securities Administrator
shall require receipt of (i) if such transfer is purportedly being made (a) in reliance upon Rule 144A
under the 1933 Act or (b) to a transferee that is an "Institutional Accredited Investor" within the
meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the 1933 Act, written certifications
from the Holder of the Certificate desiring to effect the transfer, and from such Holder's prospective
transferee, substantially in the forms attached to the Agreement as Exhibit F-1 or F-2, as applicable,
and (ii) if requested by the Securities Administrator, an Opinion of Counsel satisfactory to it that
such transfer may be made without such registration or qualification (which Opinion of Counsel shall not
be an expense of the Trust Fund or of the Seller, the Trustee, the Securities Administrator or the
Master Servicer in their respective capacities as such), together with copies of the written
certification(s) of the Holder of the Certificate desiring to effect the transfer and/or such Holder's
prospective transferee upon which such Opinion of Counsel is based. None of the Seller, the Securities
Administrator or the Trustee is obligated to register or qualify the Class of Certificates specified on
the face hereof under the 1933 Act or any other securities law or to take any action not otherwise
required under the Agreement to permit the transfer of such Certificates without registration or
qualification. Any Holder desiring to effect a transfer of this Certificate shall be required to
indemnify the Trustee, the Securities Administrator, the Seller and the Master Servicer against any
liability that may result if the transfer is not so exempt or is not made in accordance with such
federal and state laws.
No transfer of this Class R-X Certificate will be made unless the Securities
Administrator has received either (i) Opinion of Counsel for the benefit of the Trustee, Master Servicer
and the Securities Administrator and which they may rely which is satisfactory to the Securities
Administrator that the purchase of this certificate is permissible under local law, will not constitute
or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), and Section 4975 of the Internal Revenue Code, as amended
(the "Code"), and will not subject the Master Servicer, the Trustee or the Securities Administrator to
any obligation or liability in addition to those undertaken in the Agreement or (ii) a representation
letter stating that the transferee is not acquiring directly or indirectly by, or on behalf of, an
employee benefit plan or other retirement arrangement that is subject to Title I of ERISA, and/or
Section 4975 of the Code (each, a "Plan"), or by a person using "plan assets" of a Plan.
This Certificate is one of a duly authorized issue of Certificates designated as set
forth on the face hereof (the "Certificates"). The Certificates, in the aggregate, evidence the entire
beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look
solely to the Trust Fund for payment hereunder and that neither the Securities Administrator nor the
Trustee is liable to the Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any liability under the
Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to
the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties
evidenced hereby, and the rights, duties and immunities of the Trustee and the Securities Administrator.
The Agreement permits, with certain exceptions therein provided: (i) the amendment
thereof and of the Servicing Agreements and the modification of the rights and obligations of the
Seller, the Master Servicer, the Securities Administrator and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by EMC, the Seller, the Master Servicer, the
Securities Administrator and the Trustee, and (ii) the amendment thereof and of the Servicing Agreements
by the Master Servicer and the Trustee with the consent of the Holders of Certificates, evidencing
Fractional Undivided Interests aggregating not less than 51% of the Trust Fund (or in certain cases,
Holders of Certificates of affected Classes evidencing such percentage of the Fractional Undivided
Interests thereof). Any such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof and of the Servicing Agreements in certain limited
circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the
transfer of this Certificate is registrable with the Securities Administrator upon surrender of this
Certificate for registration of transfer at the offices or agencies maintained by the Securities
Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Securities Administrator duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates in authorized
denominations representing a like aggregate Fractional Undivided Interest will be issued to the
designated transferee.
The Certificates are issuable only as registered Certificates without coupons in the
Classes and denominations specified in the Agreement. As provided in the Agreement and subject to
certain limitations therein set forth, this Certificate is exchangeable for one or more new Certificates
evidencing the same Class and in the same aggregate Fractional Undivided Interest, as requested by the
Holder surrendering the same.
No service charge will be made to the Certificateholders for any such registration of
transfer, but the Securities Administrator may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith. The Seller, the Master Servicer, the Trustee,
the Securities Administrator and any agent of any of them may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the Seller, the Master
Servicer, the Trustee, the Securities Administrator or any such agent shall be affected by notice to the
contrary.
The obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect to the termination of the
Agreement) shall terminate upon the earlier of (i) the later of (A) the maturity or other liquidation
(or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and disposition
of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B)
the remittance of all funds due under the Agreement, or (ii) the optional repurchase by the party named
in the Agreement of all the Mortgage Loans and other assets of the Trust Fund in accordance with the
terms of the Agreement. Such optional repurchase may be made only if (i) the Scheduled Principal Balance
of the Mortgage Loans at the time of any such repurchase is less than 20% of the Cut-off Date Balance
for Loan Group I or (ii) the Depositor, based upon an Opinion of Counsel addressed to the Depositor and
the Trustee has determined that the REMIC status of any REMIC under the Agreement has been lost or that
a substantial risk exists that such REMIC status will be lost for the then-current taxable year. The
exercise of such right will effect the early retirement of the Certificates. In no event, however, will
the Trust Fund created by the Agreement continue beyond the expiration of 21 years after the death of
certain persons identified in the Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the
Securities Administrator by manual signature, this Certificate shall not be entitled to any benefit
under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be
duly executed.
Dated: January 31, 2007 WELLS FARGO BANK, NATIONAL ASSOCIATION
not in its individual capacity but solely
as Securities Administrator
By:_________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class R-X Certificates referred to in the within-mentioned
Agreement.
WELLS FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Wells Fargo Bank,
National Association, not in its
individual capacity but solely as
Securities Administrator
By:_________________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address including postal zip code
of assignee) a Fractional Undivided Interest evidenced by the within Mortgage Pass-Through Certificate
and hereby authorizes the transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate to the following
address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available
funds to _________________________________ for the account of _________________________ account number
_____________, or, if mailed by check, to ______________________________. Applicable statements should
be mailed to _____________________________________________.
This information is provided by __________________, the assignee named above, or
________________________, as its agent.
EXHIBIT A-6
FORM OF CLASS B-IO CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A, THE CLASS M AND
THE CLASS B CERTIFICATES AS DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY
PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT
TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT
OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE
REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (2) IN CERTIFICATED
FORM TO AN "INSTITUTIONAL ACCREDITED INVESTOR" WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2), (3) or
(7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH
PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT TO (A) THE
RECEIPT BY THE SECURITIES ADMINISTRATOR OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT
AND (B) THE RECEIPT BY THE SECURITIES ADMINISTRATOR OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE SECURITIES
ADMINISTRATOR THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND
OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED
STATES AND ANY OTHER APPLICABLE JURISDICTION.
THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN
EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), AND/OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE") (EACH, A "PLAN"), OR BY A PERSON USING "PLAN ASSETS" OF A
PLAN, UNLESS THE PROPOSED TRANSFEREE PROVIDES THE SECURITIES ADMINISTRATOR WITH AN OPINION OF COUNSEL
FOR THE BENEFIT OF THE TRUSTEE, MASTER SERVICER AND THE SECURITIES ADMINISTRATOR AND ON WHICH THEY MAY
RELY WHICH IS SATISFACTORY TO THE SECURITIES ADMINISTRATOR THAT THE PURCHASE OF THIS CERTIFICATE IS
PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION
UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE MASTER SERVICER, THE
TRUSTEE OR THE SECURITIES ADMINISTRATOR TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN
IN THE AGREEMENT.
NO TRANSFER OF ANY CLASS B-IO CERTIFICATE SHALL BE MADE UNLESS THE PROPOSED
TRANSFEREE OF SUCH CLASS B-IO CERTIFICATE PROVIDES TO THE SECURITIES ADMINISTRATOR AND ANY PAYING AGENT
THE APPROPRIATE TAX CERTIFICATION FORM (I.E., IRS FORM W-9 OR IRS FORM W-8BEN, W-8IMY, W-8EXP OR W-8ECI,
AS APPLICABLE (OR ANY SUCCESSOR FORM THERETO)) AND AGREES TO UPDATE SUCH FORMS (I) UPON EXPIRATION OF
ANY SUCH FORM, (II) AS REQUIRED UNDER THEN APPLICABLE U.S. TREASURY REGULATIONS AND (III) PROMPTLY UPON
LEARNING THAT SUCH FORM HAS BECOME OBSOLETE OR INCORRECT, AS A CONDITION TO SUCH TRANSFER. UNDER THE
AGREEMENT, UPON RECEIPT OF ANY SUCH TAX CERTIFICATION FORM FROM A TRANSFEREE OF ANY CLASS B-IO
CERTIFICATE, THE SECURITIES ADMINISTRATOR SHALL FORWARD SUCH TAX CERTIFICATION FORM PROVIDED TO IT TO
THE COUNTERPARTY. EACH HOLDER OF A CLASS B-IO CERTIFICATE AND EACH TRANSFEREE THEREOF SHALL BE DEEMED TO
HAVE CONSENTED TO THE SECURITIES ADMINISTRATOR FORWARDING TO THE COUNTERPARTY ANY SUCH TAX CERTIFICATION
FORM IT HAS PROVIDED AND UPDATED IN ACCORDANCE WITH THESE TRANSFER RESTRICTIONS. ANY PURPORTED SALES OR
TRANSFERS OF ANY CLASS B-IO CERTIFICATE TO A TRANSFEREE WHICH DOES NOT COMPLY WITH THESE REQUIREMENTS
SHALL BE DEEMED NULL AND VOID UNDER THE AGREEMENT.
Certificate No.1 Variable Pass-Through Rate
Class B-IO Subordinate
Aggregate Initial Notional Amount of this Certificate
Date of Pooling and Servicing Agreement and Cut-off Date: as of the Cut-off Date:
January 1, 2007 $_____________
Initial Notional Amount of this Certificate as of the
First Distribution Date: Cut-off Date:
February 25, 2007 $______________
Master Servicer:
Wells Fargo Bank, National Association
Assumed Final Distribution Date: CUSIP: ____________
February 25, 2047
BEAR STEARNS ALT-A TRUST 2007-1
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2007-1
evidencing a fractional undivided interest in the distributions allocable to the Class
B-IO Certificates with respect to a Trust Fund consisting primarily of a pool of
adjustable interest rate mortgage loans secured by first liens on one-to-four family
residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
This Certificate is payable solely from the assets of the Trust Fund, and does not
represent an obligation of or interest in Structured Asset Mortgage Investments II Inc. ("SAMI II"), the
Master Servicer, the Securities Administrator or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans are
guaranteed or insured by any governmental entity or by SAMI II, the Master Servicer or the Trustee or
any of their affiliates or any other person. None of SAMI II, the Master Servicer or any of their
affiliates will have any obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This certifies that Bear, Stearns Securities Corp. is the registered owner of the
Fractional Undivided Interest evidenced hereby in the beneficial ownership interest of Certificates of
the same Class as this Certificate in a trust (the "Trust Fund") primarily consisting of conventional
adjustable rate mortgage loans secured by first liens on one- to four- family residential properties
(collectively, the "Mortgage Loans") sold by SAMI II. The Mortgage Loans were sold by EMC Mortgage
Corporation ("EMC") and Master Funding LLC ("Master Funding") to SAMI II. Wells Fargo Bank, National
Association ("Wells Fargo") will act as master servicer of the Mortgage Loans (the "Master Servicer,"
which term includes any successors thereto under the Agreement referred to below). The Trust Fund was
created pursuant to the Pooling and Servicing Agreement dated as of the Cut-off Date specified above
(the "Agreement"), among SAMI II, as depositor (the "Seller"), the Master Servicer, Wells Fargo, as
securities administrator (the "Securities Administrator"), EMC Mortgage Corporation and Citibank, N.A.,
as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth
hereafter. To the extent not defined herein, capitalized terms used herein shall have the meaning
ascribed to them in the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue
of its acceptance hereof assents and by which such Holder is bound.
Interest on this Certificate will accrue during the calendar month immediately
preceding such Distribution Date (as hereinafter defined) on the Notional Amount hereof at a per annum
rate equal to the Pass-Through Rate as set forth in the Agreement. The Securities Administrator will
distribute on the 25th day of each month, or, if such 25th day is not a Business Day, the immediately
following Business Day (each, a "Distribution Date"), commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is registered at the close of business on
the last Business Day of the month immediately preceding the month of the related Distribution Date, an
amount equal to the product of the Fractional Undivided Interest evidenced by this Certificate and the
amount of interest required to be distributed to the Holders of Certificates of the same Class as this
Certificate. The Assumed Final Distribution Date is the Distribution Date in the month following the
latest scheduled maturity date of any Mortgage Loan.
Distributions on this Certificate will be made by the Securities Administrator by
check mailed to the address of the Person entitled thereto as such name and address shall appear on the
Certificate Register or, if such Person so requests by notifying the Securities Administrator in writing
as specified in the Agreement, by wire transfer. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the office or agency
appointed by the Securities Administrator for that purpose and designated in such notice. The Class B-IO
Certificates have no Certificate Principal Balance. The Initial Notional Amount of this Certificate is
set forth above.
No transfer of this Certificate shall be made unless the transfer is made pursuant to
an effective registration statement under the Securities Act of 1933, as amended (the "1933 Act"), and
an effective registration or qualification under applicable state securities laws, or is made in a
transaction that does not require such registration or qualification. In the event that such a transfer
of this Certificate is to be made without registration or qualification, the Securities Administrator
shall require receipt of (i) if such transfer is purportedly being made (a) in reliance upon Rule 144A
under the 1933 Act or (b) to a transferee that is an "Institutional Accredited Investor" within the
meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the 1933 Act, written certifications
from the Holder of the Certificate desiring to effect the transfer, and from such Holder's prospective
transferee, substantially in the forms attached to the Agreement as Exhibit F-1 or F-2, as applicable,
and (ii) if requested by the Securities Administrator, an Opinion of Counsel satisfactory to it that
such transfer may be made without such registration or qualification (which Opinion of Counsel shall not
be an expense of the Trust Fund or of the Seller, the Trustee, the Securities Administrator or the
Master Servicer in their respective capacities as such), together with copies of the written
certification(s) of the Holder of the Certificate desiring to effect the transfer and/or such Holder's
prospective transferee upon which such Opinion of Counsel is based. None of the Seller, the Securities
Administrator or the Trustee is obligated to register or qualify the Class of Certificates specified on
the face hereof under the 1933 Act or any other securities law or to take any action not otherwise
required under the Agreement to permit the transfer of such Certificates without registration or
qualification. Any Holder desiring to effect a transfer of this Certificate shall be required to
indemnify the Trustee, the Securities Administrator, the Seller and the Master Servicer against any
liability that may result if the transfer is not so exempt or is not made in accordance with such
federal and state laws.
No transfer of this Class B-IO Certificate will be made unless the Securities
Administrator has received either (i) Opinion of Counsel for the benefit of the Trustee, Master Servicer
and the Securities Administrator and which they may rely which is satisfactory to the Securities
Administrator that the purchase of this certificate is permissible under local law, will not constitute
or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), and Section 4975 of the Internal Revenue Code, as amended
(the "Code"), and will not subject the Master Servicer, the Trustee or the Securities Administrator to
any obligation or liability in addition to those undertaken in the Agreement or (ii) a representation
letter stating that the transferee is not acquiring directly or indirectly by, or on behalf of, an
employee benefit plan or other retirement arrangement that is subject to Title I of ERISA, and/or
Section 4975 of the Code (each, a "Plan"), or by a person using "plan assets" of a Plan.
This Certificate is one of a duly authorized issue of Certificates designated as set
forth on the face hereof (the "Certificates"). The Certificates, in the aggregate, evidence the entire
beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look
solely to the Trust Fund for payment hereunder and that neither the Securities Administrator nor the
Trustee is liable to the Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any liability under the
Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to
the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties
evidenced hereby, and the rights, duties and immunities of the Trustee and the Securities Administrator.
The Agreement permits, with certain exceptions therein provided: (i) the amendment
thereof and of the Servicing Agreements and the modification of the rights and obligations of the
Seller, the Master Servicer, the Securities Administrator and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by EMC, the Seller, the Master Servicer, the
Securities Administrator and the Trustee, and (ii) the amendment thereof and of the Servicing Agreements
by the Master Servicer and the Trustee with the consent of the Holders of Certificates, evidencing
Fractional Undivided Interests aggregating not less than 51% of the Trust Fund (or in certain cases,
Holders of Certificates of affected Classes evidencing such percentage of the Fractional Undivided
Interests thereof). Any such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof and of the Servicing Agreements in certain limited
circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the
transfer of this Certificate is registrable with the Securities Administrator upon surrender of this
Certificate for registration of transfer at the offices or agencies maintained by the Securities
Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Securities Administrator duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates in authorized
denominations representing a like aggregate Fractional Undivided Interest will be issued to the
designated transferee.
The Certificates are issuable only as registered Certificates without coupons in the
Classes and denominations specified in the Agreement. As provided in the Agreement and subject to
certain limitations therein set forth, this Certificate is exchangeable for one or more new Certificates
evidencing the same Class and in the same aggregate Fractional Undivided Interest, as requested by the
Holder surrendering the same.
No service charge will be made to the Certificateholders for any such registration of
transfer, but the Securities Administrator may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith. The Seller, the Master Servicer, the Trustee,
the Securities Administrator and any agent of any of them may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the Seller, the Master
Servicer, the Trustee, the Securities Administrator or any such agent shall be affected by notice to the
contrary.
The obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect to the termination of the
Agreement) shall terminate upon the earlier of (i) the later of (A) the maturity or other liquidation
(or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and disposition
of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B)
the remittance of all funds due under the Agreement, or (ii) the optional repurchase by the party named
in the Agreement of all the Mortgage Loans and other assets of the Trust Fund in accordance with the
terms of the Agreement. Such optional repurchase may be made only if (i) the Scheduled Principal Balance
of the Mortgage Loans at the time of any such repurchase is less than 20% of the Cut-off Date Balance
for Loan Group I or (ii) the Depositor, based upon an Opinion of Counsel addressed to the Depositor and
the Trustee has determined that the REMIC status of any REMIC under the Agreement has been lost or that
a substantial risk exists that such REMIC status will be lost for the then-current taxable year. The
exercise of such right will effect the early retirement of the Certificates. In no event, however, will
the Trust Fund created by the Agreement continue beyond the expiration of 21 years after the death of
certain persons identified in the Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the
Securities Administrator by manual signature, this Certificate shall not be entitled to any benefit
under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be
duly executed.
Dated: January 31, 2007 WELLS FARGO BANK, NATIONAL ASSOCIATION
Not in its individual capacity but solely
as Securities Administrator
By:_________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class B-IO Certificates referred to in the within-mentioned
Agreement.
WELLS FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Wells Fargo Bank,
National Association, not in its
individual capacity but solely as
Securities Administrator
By:_________________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address including postal zip code
of assignee) a Fractional Undivided Interest evidenced by the within Mortgage Pass-Through Certificate
and hereby authorizes the transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate to the following
address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available
funds to _________________________________ for the account of _________________________ account number
_____________, or, if mailed by check, to ______________________________. Applicable statements should
be mailed to _____________________________________________.
This information is provided by __________________, the assignee named above, or
________________________, as its agent.
EXHIBIT A-7
FORM OF CLASS XP CERTIFICATE
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY
PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT
TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT
OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE
REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (2) IN CERTIFICATED
FORM TO AN "INSTITUTIONAL ACCREDITED INVESTOR" WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2), (3) or
(7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH
PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT TO (A) THE
RECEIPT BY THE SECURITIES ADMINISTRATOR OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT
AND (B) THE RECEIPT BY THE SECURITIES ADMINISTRATOR OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE SECURITIES
ADMINISTRATOR THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND
OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED
STATES AND ANY OTHER APPLICABLE JURISDICTION.
THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN
EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), AND/OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE") (EACH, A "PLAN"), OR BY A PERSON USING "PLAN ASSETS" OF A
PLAN, UNLESS THE PROPOSED TRANSFEREE PROVIDES THE SECURITIES ADMINISTRATOR WITH AN OPINION OF COUNSEL
FOR THE BENEFIT OF THE TRUSTEE, MASTER SERVICER AND THE SECURITIES ADMINISTRATOR AND ON WHICH THEY MAY
RELY WHICH IS SATISFACTORY TO THE SECURITIES ADMINISTRATOR THAT THE PURCHASE OF THIS CERTIFICATE IS
PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION
UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE MASTER SERVICER, THE
TRUSTEE OR THE SECURITIES ADMINISTRATOR TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN
IN THE AGREEMENT.
Certificate No.1 Percentage Interest: 100%
Class XP Subordinate
Aggregate Initial Certificate Principal Balance of this
Date of Pooling and Servicing Agreement and Cut-off Date: Certificate as of the Cut-off Date:
January 1, 2007 $__________
Initial Certificate Principal Balance of this
First Distribution Date: Certificate as of the Cut-off Date:
February 25, 2007 $___________
Master Servicer: CUSIP: ___________
Wells Fargo Bank, National Association
Assumed Final Distribution Date:
February 25, 2047
BEAR STEARNS ALT-A TRUST 2007-1
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2007-1
evidencing a fractional undivided interest in the distributions allocable to the Class
XP Certificates with respect to a Trust Fund consisting primarily of a pool of
adjustable interest rate mortgage loans secured by first liens on one-to-four family
residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
This Certificate is payable solely from the assets of the Trust Fund, and does not
represent an obligation of or interest in Structured Asset Mortgage Investments II Inc. ("SAMI II"), the
Master Servicer, the Securities Administrator or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans are
guaranteed or insured by any governmental entity or by SAMI II, the Master Servicer or the Trustee or
any of their affiliates or any other person. None of SAMI II, the Master Servicer or any of their
affiliates will have any obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This certifies that Bear, Stearns Securities Corp. is the registered owner of the
Fractional Undivided Interest evidenced hereby in the beneficial ownership interest of Certificates of
the same Class as this Certificate in a trust (the "Trust Fund") primarily consisting of conventional
adjustable rate mortgage loans secured by first liens on one- to four- family residential properties
(collectively, the "Mortgage Loans") sold by SAMI II. The Mortgage Loans were sold by EMC Mortgage
Corporation ("EMC") and Master Funding LLC ("Master Funding") to SAMI II. Wells Fargo Bank, National
Association ("Wells Fargo") will act as master servicer of the Mortgage Loans (the "Master Servicer,"
which term includes any successors thereto under the Agreement referred to below). The Trust Fund was
created pursuant to the Pooling and Servicing Agreement dated as of the Cut-off Date specified above
(the "Agreement"), among SAMI II, as depositor (the "Seller"), the Master Servicer, Wells Fargo, as
securities administrator (the "Securities Administrator"), EMC Mortgage Corporation and Citibank, N.A.,
as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth
hereafter. To the extent not defined herein, capitalized terms used herein shall have the meaning
ascribed to them in the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue
of its acceptance hereof assents and by which such Holder is bound.
The Securities Administrator will distribute on the 25th day of each month, or, if
such 25th day is not a Business Day, the immediately following Business Day (each, a "DistributionDate"), commencing on the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of the month immediately
preceding the month of the related Distribution Date, an amount equal to the product of the Fractional
Undivided Interest evidenced by this Certificate and the amount required to be distributed to the
Holders of Certificates of the same Class as this Certificate. The Assumed Final Distribution Date is
the Distribution Date in the month following the latest scheduled maturity date of any Mortgage Loan and
is not likely to be the date on which the Certificate Principal Balance of this Class of Certificates
will be reduced to zero.
Distributions on this Certificate will be made by the Securities Administrator by
check mailed to the address of the Person entitled thereto as such name and address shall appear on the
Certificate Register or, if such Person so requests by notifying the Securities Administrator in writing
as specified in the Agreement, by wire transfer. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the office or agency
appointed by the Securities Administrator for that purpose and designated in such notice. The initial
Certificate Principal Balance of this Certificate is set forth above. The Certificate Principal Balance
hereof will be reduced to the extent of distributions allocable to principal hereon.
No transfer of this Certificate shall be made unless the transfer is made pursuant to
an effective registration statement under the Securities Act of 1933, as amended (the "1933 Act"), and
an effective registration or qualification under applicable state securities laws, or is made in a
transaction that does not require such registration or qualification. In the event that such a transfer
of this Certificate is to be made without registration or qualification, the Securities Administrator
shall require receipt of (i) if such transfer is purportedly being made (a) in reliance upon Rule 144A
under the 1933 Act or (b) to a transferee that is an "Institutional Accredited Investor" within the
meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the 1933 Act, written certifications
from the Holder of the Certificate desiring to effect the transfer, and from such Holder's prospective
transferee, substantially in the forms attached to the Agreement as Exhibit F-1 or F-2, as applicable,
and (ii) if requested by the Securities Administrator, an Opinion of Counsel satisfactory to it that
such transfer may be made without such registration or qualification (which Opinion of Counsel shall not
be an expense of the Trust Fund or of the Seller, the Trustee, the Securities Administrator or the
Master Servicer in their respective capacities as such), together with copies of the written
certification(s) of the Holder of the Certificate desiring to effect the transfer and/or such Holder's
prospective transferee upon which such Opinion of Counsel is based. None of the Seller, the Securities
Administrator or the Trustee is obligated to register or qualify the Class of Certificates specified on
the face hereof under the 1933 Act or any other securities law or to take any action not otherwise
required under the Agreement to permit the transfer of such Certificates without registration or
qualification. Any Holder desiring to effect a transfer of this Certificate shall be required to
indemnify the Trustee, the Securities Administrator, the Seller and the Master Servicer against any
liability that may result if the transfer is not so exempt or is not made in accordance with such
federal and state laws.
No transfer of this Class XP Certificate will be made unless the Securities
Administrator has received either (i) Opinion of Counsel for the benefit of the Trustee, Master Servicer
and the Securities Administrator and which they may rely which is satisfactory to the Securities
Administrator that the purchase of this certificate is permissible under local law, will not constitute
or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), and Section 4975 of the Internal Revenue Code, as amended
(the "Code"), and will not subject the Master Servicer, the Trustee or the Securities Administrator to
any obligation or liability in addition to those undertaken in the Agreement or (ii) a representation
letter stating that the transferee is not acquiring directly or indirectly by, or on behalf of, an
employee benefit plan or other retirement arrangement that is subject to Title I of ERISA, and/or
Section 4975 of the Code (each, a "Plan"), or by a person using "plan assets" of a Plan.
This Certificate is one of a duly authorized issue of Certificates designated as set
forth on the face hereof (the "Certificates"). The Certificates, in the aggregate, evidence the entire
beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look
solely to the Trust Fund for payment hereunder and that neither the Securities Administrator nor the
Trustee is liable to the Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any liability under the
Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to
the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties
evidenced hereby, and the rights, duties and immunities of the Trustee and the Securities Administrator.
The Agreement permits, with certain exceptions therein provided: (i) the amendment
thereof and of the Servicing Agreements and the modification of the rights and obligations of the
Seller, the Master Servicer, the Securities Administrator and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by EMC, the Seller, the Master Servicer, the
Securities Administrator and the Trustee, and (ii) the amendment thereof and of the Servicing Agreements
by the Master Servicer and the Trustee with the consent of the Holders of Certificates, evidencing
Fractional Undivided Interests aggregating not less than 51% of the Trust Fund (or in certain cases,
Holders of Certificates of affected Classes evidencing such percentage of the Fractional Undivided
Interests thereof). Any such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof and of the Servicing Agreements in certain limited
circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the
transfer of this Certificate is registrable with the Securities Administrator upon surrender of this
Certificate for registration of transfer at the offices or agencies maintained by the Securities
Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Securities Administrator duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates in authorized
denominations representing a like aggregate Fractional Undivided Interest will be issued to the
designated transferee.
The Certificates are issuable only as registered Certificates without coupons in the
Classes and denominations specified in the Agreement. As provided in the Agreement and subject to
certain limitations therein set forth, this Certificate is exchangeable for one or more new Certificates
evidencing the same Class and in the same aggregate Fractional Undivided Interest, as requested by the
Holder surrendering the same.
No service charge will be made to the Certificateholders for any such registration of
transfer, but the Securities Administrator may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith. The Seller, the Master Servicer, the Trustee,
the Securities Administrator and any agent of any of them may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the Seller, the Master
Servicer, the Trustee, the Securities Administrator or any such agent shall be affected by notice to the
contrary.
The obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect to the termination of the
Agreement) shall terminate upon the earlier of (i) the later of (A) the maturity or other liquidation
(or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and disposition
of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B)
the remittance of all funds due under the Agreement, or (ii) the optional repurchase by the party named
in the Agreement of all the Mortgage Loans and other assets of the Trust Fund in accordance with the
terms of the Agreement. Such optional repurchase may be made only if (i) the Scheduled Principal Balance
of the Mortgage Loans at the time of any such repurchase is less than 20% of the Cut-off Date Balance
for Loan Group I or (ii) the Depositor, based upon an Opinion of Counsel addressed to the Depositor and
the Trustee has determined that the REMIC status of any REMIC under the Agreement has been lost or that
a substantial risk exists that such REMIC status will be lost for the then-current taxable year. The
exercise of such right will effect the early retirement of the Certificates. In no event, however, will
the Trust Fund created by the Agreement continue beyond the expiration of 21 years after the death of
certain persons identified in the Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the
Securities Administrator by manual signature, this Certificate shall not be entitled to any benefit
under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be
duly executed.
Dated: January 31, 2007 WELLS FARGO BANK, NATIONAL ASSOCIATION
Not in its individual capacity but solely
as Trustee
By__________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class XP Certificates referred to in the within-mentioned Agreement.
WELLS FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Wells Fargo Bank,
National Association, not in its
individual capacity but solely as
Securities Administrator
By:_________________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address including postal zip code
of assignee) a Fractional Undivided Interest evidenced by the within Mortgage Pass-Through Certificate
and hereby authorizes the transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate to the following
address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available
funds to _________________________________ for the account of _________________________ account number
_____________, or, if mailed by check, to ______________________________. Applicable statements should
be mailed to _____________________________________________.
This information is provided by __________________, the assignee named above, or
________________________, as its agent.
EXHIBIT A-8
FORM OF CLASS II-[1][2]A-[1][2] CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW.
ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE
SECURITIES ADMINISTRATOR NAMED HEREIN.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY TO THE SECURITIES ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
Certificate No. 1 Variable Pass-Through Rate
Class II-[1][2]A-[1][2] [Super] Senior [Support]
Aggregate Initial Certificate Principal Balance of this
Date of Pooling and Servicing Agreement and Cut-off Date: Certificate as of the Cut-off Date:
January 1, 2007 $____________
First Distribution Date: Initial Certificate Principal Balance of this
February 25, 2007 Certificate as of the Cut-off Date: $__________
Master Servicer: CUSIP: __________
Wells Fargo Bank, National Association
Assumed Final Distribution Date:
February 25, 2047
BEAR STEARNS ALT-A TRUST 2007-1
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2007-1
evidencing a fractional undivided interest in the distributions allocable to the Class
II-[1][2]A-[1][2] Certificates with respect to a Trust Fund consisting primarily of a
pool of adjustable interest rate mortgage loans secured by first liens on one-to-four
family residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
This Certificate is payable solely from the assets of the Trust Fund, and does not
represent an obligation of or interest in Structured Asset Mortgage Investments II Inc. ("SAMI II"), the
Master Servicer, the Securities Administrator or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans are
guaranteed or insured by any governmental entity or by SAMI II, the Master Servicer or the Trustee or
any of their affiliates or any other person. None of SAMI II, the Master Servicer or any of their
affiliates will have any obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This certifies that Cede & Co. is the registered owner of the Fractional Undivided
Interest evidenced hereby in the beneficial ownership interest of Certificates of the same Class as this
Certificate in a trust (the "Trust Fund") primarily consisting of conventional adjustable rate mortgage
loans secured by first liens on one- to four- family residential properties (collectively, the "MortgageLoans") sold by SAMI II. The Mortgage Loans were sold by EMC Mortgage Corporation ("EMC") and Master
Funding LLC ("Master Funding") to SAMI II. Wells Fargo Bank, National Association ("Wells Fargo") will
act as master servicer of the Mortgage Loans (the "Master Servicer," which term includes any successors
thereto under the Agreement referred to below). The Trust Fund was created pursuant to the Pooling and
Servicing Agreement dated as of the Cut-off Date specified above (the "Agreement"), among SAMI II, as
depositor (the "Seller"), the Master Servicer, Wells Fargo, as securities administrator (the "SecuritiesAdministrator"), EMC Mortgage Corporation and Citibank, N.A., as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein,
capitalized terms used herein shall have the meaning ascribed to them in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of its acceptance hereof assents and by which such
Holder is bound.
Interest on this Certificate will accrue during the period from and including the
preceding Distribution Date (as hereinafter defined) (or in the case of the first Distribution Date,
from the Closing Date) to and including the day prior to the current Distribution Date on the
Certificate Principal Balance hereof at a per annum rate equal to the Pass-Through Rate set forth in the
Agreement. The Securities Administrator will distribute on the 25th day of each month, or, if such 25th
day is not a Business Day, the immediately following Business Day (each, a "Distribution Date"),
commencing on the first Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month immediately preceding the
month of such Distribution Date, an amount equal to the product of the Fractional Undivided Interest
evidenced by this Certificate and the amount (of interest, if any) required to be distributed to the
Holders of Certificates of the same Class as this Certificate. The Assumed Final Distribution Date is
the Distribution Date in the month following the latest scheduled maturity date of any Mortgage Loan and
is not likely to be the date on which the Certificate Principal Balance of this Class of Certificates
will be reduced to zero.
Distributions on this Certificate will be made by the Securities Administrator by
check mailed to the address of the Person entitled thereto as such name and address shall appear on the
Certificate Register or, if such Person so requests by notifying the Securities Administrator in writing
as specified in the Agreement, by wire transfer. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the office or agency
appointed by the Securities Administrator for that purpose and designated in such notice. The initial
Certificate Principal Balance of this Certificate is set forth above. The Certificate Principal Balance
hereof will be reduced to the extent of distributions allocable to principal hereon.
This Certificate is one of a duly authorized issue of Certificates designated as set
forth on the face hereof (the "Certificates"). The Certificates, in the aggregate, evidence the entire
beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look
solely to the Trust Fund for payment hereunder and that neither the Securities Administrator nor the
Trustee is liable to the Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any liability under the
Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to
the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties
evidenced hereby, and the rights, duties and immunities of the Trustee and the Securities Administrator.
The Agreement permits, with certain exceptions therein provided: (i) the amendment
thereof and of the Servicing Agreements and the modification of the rights and obligations of the
Seller, the Master Servicer, the Securities Administrator and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by EMC, the Seller, the Master Servicer, the
Securities Administrator and the Trustee, and (ii) the amendment thereof and of the Servicing Agreements
by the Master Servicer and the Trustee with the consent of the Holders of Certificates, evidencing
Fractional Undivided Interests aggregating not less than 51% of the Trust Fund (or in certain cases,
Holders of Certificates of affected Classes evidencing such percentage of the Fractional Undivided
Interests thereof). Any such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof and of the Servicing Agreements in certain limited
circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the
transfer of this Certificate is registrable with the Securities Administrator upon surrender of this
Certificate for registration of transfer at the offices or agencies maintained by the Securities
Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Securities Administrator duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates in authorized
denominations representing a like aggregate Fractional Undivided Interest will be issued to the
designated transferee.
The Certificates are issuable only as registered Certificates without coupons in the
Classes and denominations specified in the Agreement. As provided in the Agreement and subject to
certain limitations therein set forth, this Certificate is exchangeable for one or more new Certificates
evidencing the same Class and in the same aggregate Fractional Undivided Interest, as requested by the
Holder surrendering the same.
No service charge will be made to the Certificateholders for any such registration of
transfer, but the Securities Administrator may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith. The Seller, the Master Servicer, the Trustee,
the Securities Administrator and any agent of any of them may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the Seller, the Master
Servicer, the Trustee, the Securities Administrator or any such agent shall be affected by notice to the
contrary.
The obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect to the termination of the
Agreement) shall terminate upon the earlier of (i) the later of (A) the maturity or other liquidation
(or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and disposition
of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B)
the remittance of all funds due under the Agreement, or (ii) the optional repurchase by the party named
in the Agreement of all the Mortgage Loans and other assets of the Trust Fund in accordance with the
terms of the Agreement. Such optional repurchase may be made only if (i) the Scheduled Principal Balance
of the Mortgage Loans at the time of any such repurchase is less than 10% of the Cut-off Date Balance
for Loan Group II or (ii) the Depositor, based upon an Opinion of Counsel addressed to the Depositor and
the Trustee has determined that the REMIC status of any REMIC under the Agreement has been lost or that
a substantial risk exists that such REMIC status will be lost for the then-current taxable year. The
exercise of such right will effect the early retirement of the Certificates. In no event, however, will
the Trust Fund created by the Agreement continue beyond the expiration of 21 years after the death of
certain persons identified in the Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the
Securities Administrator by manual signature, this Certificate shall not be entitled to any benefit
under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be
duly executed.
Dated: January 31, 2007 WELLS FARGO BANK, NATIONAL ASSOCIATION
not in its individual capacity but solely
as Securities Administrator
By:_________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class II-[1][2]A-[1][2] Certificates referred to in the
within-mentioned Agreement.
WELLS FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Wells Fargo Bank,
National Association, not in its
individual capacity but solely as
Securities Administrator
By:_________________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address including postal zip code
of assignee) a Fractional Undivided Interest evidenced by the within Mortgage Pass-Through Certificate
and hereby authorizes the transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate to the following
address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available
funds to _________________________________ for the account of _________________________ account number
_____________, or, if mailed by check, to ______________________________. Applicable statements should
be mailed to _____________________________________________.
This information is provided by __________________, the assignee named above, or
________________________, as its agent.
EXHIBIT A-9
FORM OF CLASS II-[1][2]X-1 CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY TO THE SECURITIES ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
Certificate No.1 _______%
Class II-[1][2]X-1 Senior Interest
Aggregate Initial Notional Amount of this Certificate
Date of Pooling and Servicing Agreement and Cut-off Date: as of the Cut-off Date:
January 1, 2007 $___________
Initial Notional Amount of this Certificate as of the
First Distribution Date: Cut-off Date:
February 25, 2007 $___________
Master Servicer: CUSIP: ____________
Wells Fargo Bank, National Association
Assumed Final Distribution Date:
February 25, 2047
BEAR STEARNS ALT-A TRUST 2007-1
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2007-1
evidencing a fractional undivided interest in the distributions allocable to the Class
II-[1][2]X-1 Certificates with respect to a Trust Fund consisting primarily of a pool
of adjustable interest rate mortgage loans secured by first liens on one-to-four
family residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC
This Certificate is payable solely from the assets of the Trust Fund, and does not
represent an obligation of or interest in Structured Asset Mortgage Investments II Inc. ("SAMI II"), the
Master Servicer, the Securities Administrator or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans are
guaranteed or insured by any governmental entity or by SAMI II, the Master Servicer or the Trustee or
any of their affiliates or any other person. None of SAMI II, the Master Servicer or any of their
affiliates will have any obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This certifies that Cede & Co. is the registered owner of the Fractional Undivided
Interest evidenced hereby in the beneficial ownership interest of Certificates of the same Class as this
Certificate in a trust (the "Trust Fund") primarily consisting of conventional adjustable rate mortgage
loans secured by first liens on one- to four- family residential properties (collectively, the "MortgageLoans") sold by SAMI II. The Mortgage Loans were sold by EMC Mortgage Corporation ("EMC") and Master
Funding LLC ("Master Funding") to SAMI II. Wells Fargo Bank, National Association ("Wells Fargo") will
act as master servicer of the Mortgage Loans (the "Master Servicer," which term includes any successors
thereto under the Agreement referred to below). The Trust Fund was created pursuant to the Pooling and
Servicing Agreement dated as of the Cut-off Date specified above (the "Agreement"), among SAMI II, as
depositor (the "Seller"), the Master Servicer, Wells Fargo, as securities administrator (the "SecuritiesAdministrator"), EMC Mortgage Corporation and Citibank, N.A., as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein,
capitalized terms used herein shall have the meaning ascribed to them in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of its acceptance hereof assents and by which such
Holder is bound.
Interest on this Certificate will accrue during the period from and including the
preceding Distribution Date (as hereinafter defined) (or in the case of the first Distribution Date,
from the Closing Date) to and including the day prior to the current Distribution Date on the
Certificate Principal Balance hereof at a per annum rate equal to the Pass-Through Rate set forth in the
Agreement. The Securities Administrator will distribute on the 25th day of each month, or, if such 25th
day is not a Business Day, the immediately following Business Day (each, a "Distribution Date"),
commencing on the first Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month immediately preceding the
month of such Distribution Date, an amount equal to the product of the Fractional Undivided Interest
evidenced by this Certificate and the amount (of interest, if any) required to be distributed to the
Holders of Certificates of the same Class as this Certificate. The Assumed Final Distribution Date is
the Distribution Date in the month following the latest scheduled maturity date of any Mortgage Loan and
is not likely to be the date on which the Certificate Principal Balance of this Class of Certificates
will be reduced to zero.
Distributions on this Certificate will be made by the Securities Administrator by
check mailed to the address of the Person entitled thereto as such name and address shall appear on the
Certificate Register or, if such Person so requests by notifying the Securities Administrator in writing
as specified in the Agreement, by wire transfer. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the office or agency
appointed by the Securities Administrator for that purpose and designated in such notice. The initial
Notional Amount of this Certificate is set forth above.
This Certificate is one of a duly authorized issue of Certificates designated as set
forth on the face hereof (the "Certificates"). The Certificates, in the aggregate, evidence the entire
beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look
solely to the Trust Fund for payment hereunder and that neither the Securities Administrator nor the
Trustee is liable to the Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any liability under the
Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to
the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties
evidenced hereby, and the rights, duties and immunities of the Trustee and the Securities Administrator.
The Agreement permits, with certain exceptions therein provided: (i) the amendment
thereof and of the Servicing Agreements and the modification of the rights and obligations of the
Seller, the Master Servicer, the Securities Administrator and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by EMC, the Seller, the Master Servicer, the
Securities Administrator and the Trustee, and (ii) the amendment thereof and of the Servicing Agreements
by the Master Servicer and the Trustee with the consent of the Holders of Certificates, evidencing
Fractional Undivided Interests aggregating not less than 51% of the Trust Fund (or in certain cases,
Holders of Certificates of affected Classes evidencing such percentage of the Fractional Undivided
Interests thereof). Any such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof and of the Servicing Agreements in certain limited
circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the
transfer of this Certificate is registrable with the Securities Administrator upon surrender of this
Certificate for registration of transfer at the offices or agencies maintained by the Securities
Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Securities Administrator duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates in authorized
denominations representing a like aggregate Fractional Undivided Interest will be issued to the
designated transferee.
The Certificates are issuable only as registered Certificates without coupons in the
Classes and denominations specified in the Agreement. As provided in the Agreement and subject to
certain limitations therein set forth, this Certificate is exchangeable for one or more new Certificates
evidencing the same Class and in the same aggregate Fractional Undivided Interest, as requested by the
Holder surrendering the same.
No service charge will be made to the Certificateholders for any such registration of
transfer, but the Securities Administrator may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith. The Seller, the Master Servicer, the Trustee,
the Securities Administrator and any agent of any of them may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the Seller, the Master
Servicer, the Trustee, the Securities Administrator or any such agent shall be affected by notice to the
contrary.
The obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect to the termination of the
Agreement) shall terminate upon the earlier of (i) the later of (A) the maturity or other liquidation
(or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and disposition
of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B)
the remittance of all funds due under the Agreement, or (ii) the optional repurchase by the party named
in the Agreement of all the Mortgage Loans and other assets of the Trust Fund in accordance with the
terms of the Agreement. Such optional repurchase may be made only if (i) the Scheduled Principal Balance
of the Mortgage Loans at the time of any such repurchase is less than 10% of the Cut-off Date Balance
for Loan Group II or (ii) the Depositor, based upon an Opinion of Counsel addressed to the Depositor and
the Trustee has determined that the REMIC status of any REMIC under the Agreement has been lost or that
a substantial risk exists that such REMIC status will be lost for the then-current taxable year. The
exercise of such right will effect the early retirement of the Certificates. In no event, however, will
the Trust Fund created by the Agreement continue beyond the expiration of 21 years after the death of
certain persons identified in the Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the
Securities Administrator by manual signature, this Certificate shall not be entitled to any benefit
under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be
duly executed.
Dated: January 31, 2007 WELLS FARGO BANK, NATIONAL ASSOCIATION
not in its individual capacity but solely
as Securities Administrator
By:_________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class II-[1][2]X-1 Certificates referred to in the within-mentioned
Agreement.
WELLS FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Wells Fargo Bank,
National Association, not in its
individual capacity but solely as
Securities Administrator
By:_________________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address including postal zip code
of assignee) a Fractional Undivided Interest evidenced by the within Mortgage Pass-Through Certificate
and hereby authorizes the transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate to the following
address:
Dated:
____________________________________________
Signature by or on behalf of assignor
_____________________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available
funds to _________________________________ for the account of _________________________ account number
_____________, or, if mailed by check, to ______________________________. Applicable statements should
be mailed to _____________________________________________.
This information is provided by __________________, the assignee named above, or
________________________, as its agent.
EXHIBIT A-10
FORM OF CLASS II-BX-1 CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY TO THE SECURITIES ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
Certificate No.1 _______%
Class II-BX-1 Subordinate
Aggregate Initial Notional Amount of this Certificate
Date of Pooling and Servicing Agreement and Cut-off Date: as of the Cut-off Date:
January 1, 2007 $___________
Initial Notional Amount of this Certificate as of the
First Distribution Date: Cut-off Date:
February 25, 2007 $___________
Master Servicer: CUSIP: ____________
Wells Fargo Bank, National Association
Assumed Final Distribution Date:
February 25, 2047
BEAR STEARNS ALT-A TRUST 2007-1
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2007-1
evidencing a fractional undivided interest in the distributions allocable to the Class
II-BX-1 Certificates with respect to a Trust Fund consisting primarily of a pool of
adjustable interest rate mortgage loans secured by first liens on one-to-four family
residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC
This Certificate is payable solely from the assets of the Trust Fund, and does not
represent an obligation of or interest in Structured Asset Mortgage Investments II Inc. ("SAMI II"), the
Master Servicer, the Securities Administrator or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans are
guaranteed or insured by any governmental entity or by SAMI II, the Master Servicer or the Trustee or
any of their affiliates or any other person. None of SAMI II, the Master Servicer or any of their
affiliates will have any obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This certifies that Cede & Co. is the registered owner of the Fractional Undivided
Interest evidenced hereby in the beneficial ownership interest of Certificates of the same Class as this
Certificate in a trust (the "Trust Fund") primarily consisting of conventional adjustable rate mortgage
loans secured by first liens on one- to four- family residential properties (collectively, the "MortgageLoans") sold by SAMI II. The Mortgage Loans were sold by EMC Mortgage Corporation ("EMC") and Master
Funding LLC ("Master Funding") to SAMI II. Wells Fargo Bank, National Association ("Wells Fargo") will
act as master servicer of the Mortgage Loans (the "Master Servicer," which term includes any successors
thereto under the Agreement referred to below). The Trust Fund was created pursuant to the Pooling and
Servicing Agreement dated as of the Cut-off Date specified above (the "Agreement"), among SAMI II, as
depositor (the "Seller"), the Master Servicer, Wells Fargo, as securities administrator (the "SecuritiesAdministrator"), EMC Mortgage Corporation and Citibank, N.A., as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein,
capitalized terms used herein shall have the meaning ascribed to them in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of its acceptance hereof assents and by which such
Holder is bound.
Interest on this Certificate will accrue during the period from and including the
preceding Distribution Date (as hereinafter defined) (or in the case of the first Distribution Date,
from the Closing Date) to and including the day prior to the current Distribution Date on the
Certificate Principal Balance hereof at a per annum rate equal to the Pass-Through Rate set forth in the
Agreement. The Securities Administrator will distribute on the 25th day of each month, or, if such 25th
day is not a Business Day, the immediately following Business Day (each, a "Distribution Date"),
commencing on the first Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month immediately preceding the
month of such Distribution Date, an amount equal to the product of the Fractional Undivided Interest
evidenced by this Certificate and the amount (of interest, if any) required to be distributed to the
Holders of Certificates of the same Class as this Certificate. The Assumed Final Distribution Date is
the Distribution Date in the month following the latest scheduled maturity date of any Mortgage Loan and
is not likely to be the date on which the Certificate Principal Balance of this Class of Certificates
will be reduced to zero.
Distributions on this Certificate will be made by the Securities Administrator by
check mailed to the address of the Person entitled thereto as such name and address shall appear on the
Certificate Register or, if such Person so requests by notifying the Securities Administrator in writing
as specified in the Agreement, by wire transfer. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the office or agency
appointed by the Securities Administrator for that purpose and designated in such notice. The initial
Notional Amount of this Certificate is set forth above.
This Certificate is one of a duly authorized issue of Certificates designated as set
forth on the face hereof (the "Certificates"). The Certificates, in the aggregate, evidence the entire
beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look
solely to the Trust Fund for payment hereunder and that neither the Securities Administrator nor the
Trustee is liable to the Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any liability under the
Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to
the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties
evidenced hereby, and the rights, duties and immunities of the Trustee and the Securities Administrator.
The Agreement permits, with certain exceptions therein provided: (i) the amendment
thereof and of the Servicing Agreements and the modification of the rights and obligations of the
Seller, the Master Servicer, the Securities Administrator and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by EMC, the Seller, the Master Servicer, the
Securities Administrator and the Trustee, and (ii) the amendment thereof and of the Servicing Agreements
by the Master Servicer and the Trustee with the consent of the Holders of Certificates, evidencing
Fractional Undivided Interests aggregating not less than 51% of the Trust Fund (or in certain cases,
Holders of Certificates of affected Classes evidencing such percentage of the Fractional Undivided
Interests thereof). Any such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof and of the Servicing Agreements in certain limited
circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the
transfer of this Certificate is registrable with the Securities Administrator upon surrender of this
Certificate for registration of transfer at the offices or agencies maintained by the Securities
Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Securities Administrator duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates in authorized
denominations representing a like aggregate Fractional Undivided Interest will be issued to the
designated transferee.
The Certificates are issuable only as registered Certificates without coupons in the
Classes and denominations specified in the Agreement. As provided in the Agreement and subject to
certain limitations therein set forth, this Certificate is exchangeable for one or more new Certificates
evidencing the same Class and in the same aggregate Fractional Undivided Interest, as requested by the
Holder surrendering the same.
No service charge will be made to the Certificateholders for any such registration of
transfer, but the Securities Administrator may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith. The Seller, the Master Servicer, the Trustee,
the Securities Administrator and any agent of any of them may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the Seller, the Master
Servicer, the Trustee, the Securities Administrator or any such agent shall be affected by notice to the
contrary.
The obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect to the termination of the
Agreement) shall terminate upon the earlier of (i) the later of (A) the maturity or other liquidation
(or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and disposition
of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B)
the remittance of all funds due under the Agreement, or (ii) the optional repurchase by the party named
in the Agreement of all the Mortgage Loans and other assets of the Trust Fund in accordance with the
terms of the Agreement. Such optional repurchase may be made only if (i) the Scheduled Principal Balance
of the Mortgage Loans at the time of any such repurchase is less than 10% of the Cut-off Date Balance
for Loan Group II or (ii) the Depositor, based upon an Opinion of Counsel addressed to the Depositor and
the Trustee has determined that the REMIC status of any REMIC under the Agreement has been lost or that
a substantial risk exists that such REMIC status will be lost for the then-current taxable year. The
exercise of such right will effect the early retirement of the Certificates. In no event, however, will
the Trust Fund created by the Agreement continue beyond the expiration of 21 years after the death of
certain persons identified in the Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the
Securities Administrator by manual signature, this Certificate shall not be entitled to any benefit
under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be
duly executed.
Dated: January 31, 2007 WELLS FARGO BANK, NATIONAL ASSOCIATION
not in its individual capacity but solely
as Securities Administrator
By:_________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class II-BX-1 Certificates referred to in the within-mentioned
Agreement.
WELLS FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Wells Fargo Bank,
National Association, not in its
individual capacity but solely as
Securities Administrator
By:_________________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address including postal zip code
of assignee) a Fractional Undivided Interest evidenced by the within Mortgage Pass-Through Certificate
and hereby authorizes the transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate to the following
address:
Dated:
____________________________________________
Signature by or on behalf of assignor
____________________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available
funds to _________________________________ for the account of _________________________ account number
_____________, or, if mailed by check, to ______________________________. Applicable statements should
be mailed to _____________________________________________.
This information is provided by __________________, the assignee named above, or
________________________, as its agent.
EXHIBIT A-11
FORM OF CLASS II-B-[1][2][3] CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS II-A CERTIFICATES,
[CLASS II-B-1], [CLASS II-B-2] AND [CLASS II-B-3] CERTIFICATES AS DESCRIBED IN THE AGREEMENT (AS DEFINED
BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO AS DESCRIBED IN THE AGREEMENT.
ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE
MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE SECURITIES ADMINISTRATOR NAMED HEREIN.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY TO THE SECURITIES ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
EACH BENEFICIAL OWNER OF A CLASS II-B-[1][2][3] CERTIFICATE OR ANY INTEREST THEREIN SHALL BE
DEEMED TO HAVE REPRESENTED, BY VIRTUE OF ITS ACQUISITION OR HOLDING OF THAT CERTIFICATE OR INTEREST
THEREIN, THAT EITHER (I) SUCH CERTIFICATE IS RATED AT LEAST "BBB-" OR ITS EQUIVALENT BY FITCH, S&P AND
MOODY'S, (II) IT IS NOT A PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED, OR SECTION 4975 OF THE CODE (EACH, "PLAN") OR INVESTING WITH "PLAN ASSETS" OF ANY
PLAN, OR (III) (1) IT IS AN INSURANCE COMPANY, (2) THE SOURCE OF FUNDS USED TO ACQUIRE OR HOLD THE
CERTIFICATE OR INTEREST THEREIN IS AN "INSURANCE COMPANY GENERAL ACCOUNT," AS SUCH TERM IS DEFINED IN
U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 95-60, AND (3) THE CONDITIONS
IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN SATISFIED.
Certificate No.1 Variable Pass-Through Rate
Class II-B-[1][2][3] Subordinate
Aggregate Initial Certificate Principal Balance of this
Date of Pooling and Servicing Agreement and Cut-off Date: Certificate as of the Cut-off Date:
January 1, 2007 $__________
First Distribution Date: Initial Certificate Principal Balance of this
February 25, 2007 Certificate as of the Cut-off Date: $__________
Master Servicer: CUSIP: ___________
Wells Fargo Bank, National Association
Assumed Final Distribution Date:
February 25, 2047
BEAR STEARNS ALT-A TRUST 2007-1
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2007-1
evidencing a fractional undivided interest in the distributions allocable to the Class
II-B-[1][2][3] Certificates with respect to a Trust Fund consisting primarily of a
pool of adjustable interest rate mortgage loans secured by first liens on one-to-four
family residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
This Certificate is payable solely from the assets of the Trust Fund, and does not
represent an obligation of or interest in Structured Asset Mortgage Investments II Inc. ("SAMI II"), the
Master Servicer, the Securities Administrator or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans are
guaranteed or insured by any governmental entity or by SAMI II, the Master Servicer or the Trustee or
any of their affiliates or any other person. None of SAMI II, the Master Servicer or any of their
affiliates will have any obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This certifies that Cede & Co. is the registered owner of the Fractional Undivided
Interest evidenced hereby in the beneficial ownership interest of Certificates of the same Class as
this Certificate in a trust (the "Trust Fund") primarily consisting of conventional adjustable rate
mortgage loans secured by first liens on one- to four- family residential properties (collectively, the
"Mortgage Loans") sold by SAMI II. The Mortgage Loans were sold by EMC Mortgage Corporation ("EMC") and
Master Funding LLC ("Master Funding") to SAMI II. Wells Fargo Bank, National Association ("Wells Fargo")
will act as master servicer of the Mortgage Loans (the "Master Servicer," which term includes any
successors thereto under the Agreement referred to below). The Trust Fund was created pursuant to the
Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the "Agreement"), among
SAMI II, as depositor (the "Seller"), the Master Servicer, Wells Fargo, as securities administrator (the
"Securities Administrator"), EMC Mortgage Corporation and Citibank, N.A., as trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not
defined herein, capitalized terms used herein shall have the meaning ascribed to them in the Agreement.
This Certificate is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of its acceptance hereof assents
and by which such Holder is bound.
Interest on this Certificate will accrue during the period from and including the
preceding Distribution Date (as hereinafter defined) (or in the case of the first Distribution Date,
from the Closing Date) to and including the day prior to the current Distribution Date on the
Certificate Principal Balance hereof at a per annum rate equal to the Pass-Through Rate set forth in the
Agreement. The Securities Administrator will distribute on the 25th day of each month, or, if such 25th
day is not a Business Day, the immediately following Business Day (each, a "Distribution Date"),
commencing on the first Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month immediately preceding the
month of such Distribution Date, an amount equal to the product of the Fractional Undivided Interest
evidenced by this Certificate and the amount (of interest, if any) required to be distributed to the
Holders of Certificates of the same Class as this Certificate. The Assumed Final Distribution Date is
the Distribution Date in the month following the latest scheduled maturity date of any Mortgage Loan and
is not likely to be the date on which the Certificate Principal Balance of this Class of Certificates
will be reduced to zero.
Distributions on this Certificate will be made by the Securities Administrator by
check mailed to the address of the Person entitled thereto as such name and address shall appear on the
Certificate Register or, if such Person so requests by notifying the Securities Administrator in writing
as specified in the Agreement, by wire transfer. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the office or agency
appointed by the Securities Administrator for that purpose and designated in such notice. The initial
Certificate Principal Balance of this Certificate is set forth above. The Certificate Principal Balance
hereof will be reduced to the extent of distributions allocable to principal hereon and any Realized
Losses allocable hereto.
Each beneficial owner of a Class II-B-[1][2][3] Certificate or any interest therein shall be
deemed to have represented, by virtue of its acquisition or holding of that Certificate or interest
therein, that either (i) such Certificate is rated at least "BBB-" or its equivalent by Fitch, S&P and
Moody's, (ii) it is not a plan subject to Title I of the Employee Retirement Investment Security Act of
1974, as amended, or Section 4975 of the Code (each, a "Plan") or investing with "plan assets" of any
Plan, or (iii)(1) it is an insurance company, (2) the source of funds used to acquire or hold the
Certificate or interest therein is an "insurance company general account," as such term is defined in
U.S. Department of Labor Prohibited Transaction Class Exemption ("PTCE") 95-60, and (3) the conditions
in Sections I and III of PTCE 95-60 have been satisfied.
This Certificate is one of a duly authorized issue of Certificates designated as set
forth on the face hereof (the "Certificates"). The Certificates, in the aggregate, evidence the entire
beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look
solely to the Trust Fund for payment hereunder and that neither the Securities Administrator nor the
Trustee is liable to the Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any liability under the
Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to
the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties
evidenced hereby, and the rights, duties and immunities of the Trustee and the Securities Administrator.
The Agreement permits, with certain exceptions therein provided: (i) the amendment
thereof and of the Servicing Agreements and the modification of the rights and obligations of the
Seller, the Master Servicer, the Securities Administrator and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by EMC, the Seller, the Master Servicer, the
Securities Administrator and the Trustee, and (ii) the amendment thereof and of the Servicing Agreements
by the Master Servicer and the Trustee with the consent of the Holders of Certificates, evidencing
Fractional Undivided Interests aggregating not less than 51% of the Trust Fund (or in certain cases,
Holders of Certificates of affected Classes evidencing such percentage of the Fractional Undivided
Interests thereof). Any such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof and of the Servicing Agreements in certain limited
circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the
transfer of this Certificate is registrable with the Securities Administrator upon surrender of this
Certificate for registration of transfer at the offices or agencies maintained by the Securities
Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Securities Administrator duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates in authorized
denominations representing a like aggregate Fractional Undivided Interest will be issued to the
designated transferee.
The Certificates are issuable only as registered Certificates without coupons in the
Classes and denominations specified in the Agreement. As provided in the Agreement and subject to
certain limitations therein set forth, this Certificate is exchangeable for one or more new Certificates
evidencing the same Class and in the same aggregate Fractional Undivided Interest, as requested by the
Holder surrendering the same.
No service charge will be made to the Certificateholders for any such registration of
transfer, but the Securities Administrator may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith. The Seller, the Master Servicer, the Trustee,
the Securities Administrator and any agent of any of them may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the Seller, the Master
Servicer, the Trustee, the Securities Administrator or any such agent shall be affected by notice to the
contrary.
The obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect to the termination of the
Agreement) shall terminate upon the earlier of (i) the later of (A) the maturity or other liquidation
(or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and disposition
of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B)
the remittance of all funds due under the Agreement, or (ii) the optional repurchase by the party named
in the Agreement of all the Mortgage Loans and other assets of the Trust Fund in accordance with the
terms of the Agreement. Such optional repurchase may be made only if (i) the Scheduled Principal Balance
of the Mortgage Loans at the time of any such repurchase is less than 10% of the Cut-off Date Balance
for Loan Group II or (ii) the Depositor, based upon an Opinion of Counsel addressed to the Depositor and
the Trustee has determined that the REMIC status of any REMIC under the Agreement has been lost or that
a substantial risk exists that such REMIC status will be lost for the then-current taxable year. The
exercise of such right will effect the early retirement of the Certificates. In no event, however, will
the Trust Fund created by the Agreement continue beyond the expiration of 21 years after the death of
certain persons identified in the Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the
Securities Administrator by manual signature, this Certificate shall not be entitled to any benefit
under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be
duly executed.
Dated: January 31, 2007 WELLS FARGO BANK, NATIONAL ASSOCIATION
not in its individual capacity but solely
as Securities Administrator
By:_________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class II-B-[1][2][3] Certificates referred to in the
within-mentioned Agreement.
WELLS FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Wells Fargo Bank,
National Association, not in its
individual capacity but solely as
Securities Administrator
By:_________________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address including postal zip code
of assignee) a Fractional Undivided Interest evidenced by the within Mortgage Pass-Through Certificate
and hereby authorizes the transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate to the following
address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available
funds to _________________________________ for the account of _________________________ account number
_____________, or, if mailed by check, to ______________________________. Applicable statements should
be mailed to _____________________________________________.
This information is provided by __________________, the assignee named above, or
________________________, as its agent.
EXHIBIT A-12
FORM OF CLASS II-B-[4][5][6] CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS II-A, CLASS II-B-1,
CLASS II-B-2, CLASS II-B-3, [CLASS II-B-4] AND [CLASS II-B-5] CERTIFICATES AS DESCRIBED IN THE AGREEMENT
(AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE").
THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW.
ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE
SECURITIES ADMINISTRATOR NAMED HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY
PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT
TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT
OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE
REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (2) IN CERTIFICATED
FORM TO AN "INSTITUTIONAL ACCREDITED INVESTOR" WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2), (3) or
(7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH
PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT TO (A) THE
RECEIPT BY THE SECURITIES ADMINISTRATOR OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT
AND (B) THE RECEIPT BY THE SECURITIES ADMINISTRATOR OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE SECURITIES
ADMINISTRATOR THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND
OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED
STATES AND ANY OTHER APPLICABLE JURISDICTION.
THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN
EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), AND/OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE") (EACH, A "PLAN"), OR BY A PERSON USING "PLAN ASSETS" OF A
PLAN, UNLESS THE PROPOSED TRANSFEREE PROVIDES THE SECURITIES ADMINISTRATOR WITH AN OPINION OF COUNSEL
FOR THE BENEFIT OF THE TRUSTEE, MASTER SERVICER AND THE SECURITIES ADMINISTRATOR AND ON WHICH THEY MAY
RELY WHICH IS SATISFACTORY TO THE SECURITIES ADMINISTRATOR THAT THE PURCHASE OF THIS CERTIFICATE IS
PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION
UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE MASTER SERVICER, THE
TRUSTEE OR THE SECURITIES ADMINISTRATOR TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN
IN THE AGREEMENT.
Certificate No.1 Variable Pass-Through Rate
Class II-B-[4][5][6] Subordinate
Aggregate Initial Certificate Principal Balance of this
Date of Pooling and Servicing Agreement and Cut-off Date: Certificate as of the Cut-off Date:
January 1, 2007 $__________
Initial Certificate Principal Balance of this
First Distribution Date: Certificate as of the Cut-off Date:
February 25, 2007 $__________
Master Servicer: CUSIP: ____________
Wells Fargo Bank, National Association
Assumed Final Distribution Date:
February 25, 2047
BEAR STEARNS ALT-A TRUST 2007-1
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2007-1
evidencing a fractional undivided interest in the distributions allocable to the Class
II-B-[4][5][6] Certificates with respect to a Trust Fund consisting primarily of a
pool of adjustable interest rate mortgage loans secured by first liens on one-to-four
family residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
This Certificate is payable solely from the assets of the Trust Fund, and does not
represent an obligation of or interest in Structured Asset Mortgage Investments II Inc. ("SAMI II"), the
Master Servicer, the Securities Administrator or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans are
guaranteed or insured by any governmental entity or by SAMI II, the Master Servicer or the Trustee or
any of their affiliates or any other person. None of SAMI II, the Master Servicer or any of their
affiliates will have any obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This certifies that Bear, Stearns Securities Corp. is the registered owner of the
Fractional Undivided Interest evidenced hereby in the beneficial ownership interest of Certificates of
the same Class as this Certificate in a trust (the "Trust Fund") primarily consisting of conventional
adjustable rate mortgage loans secured by first liens on one- to four- family residential properties
(collectively, the "Mortgage Loans") sold by SAMI II. The Mortgage Loans were sold by EMC Mortgage
Corporation ("EMC") and Master Funding LLC ("Master Funding") to SAMI II. Wells Fargo Bank, National
Association ("Wells Fargo") will act as master servicer of the Mortgage Loans (the "Master Servicer,"
which term includes any successors thereto under the Agreement referred to below). The Trust Fund was
created pursuant to the Pooling and Servicing Agreement dated as of the Cut-off Date specified above
(the "Agreement"), among SAMI II, as depositor (the "Seller"), the Master Servicer, Wells Fargo, as
securities administrator (the "Securities Administrator"), EMC Mortgage Corporation and Citibank, N.A.,
as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth
hereafter. To the extent not defined herein, capitalized terms used herein shall have the meaning
ascribed to them in the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue
of its acceptance hereof assents and by which such Holder is bound.
The Securities Administrator will distribute on the 25th day of each month, or, if
such 25th day is not a Business Day, the immediately following Business Day (each, a "DistributionDate"), commencing on the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of the month immediately
preceding the month of such Distribution Date, an amount equal to the product of the Fractional
Undivided Interest evidenced by this Certificate and the amount (of interest, if any) required to be
distributed to the Holders of Certificates of the same Class as this Certificate. The Assumed Final
Distribution Date is the Distribution Date in the month following the latest scheduled maturity date of
any Mortgage Loan and is not likely to be the date on which the Certificate Principal Balance of this
Class of Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Securities Administrator by
check mailed to the address of the Person entitled thereto as such name and address shall appear on the
Certificate Register or, if such Person so requests by notifying the Securities Administrator in writing
as specified in the Agreement, by wire transfer. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the office or agency
appointed by the Securities Administrator for that purpose and designated in such notice. The initial
Certificate Principal Balance of this Certificate is set forth above. The Certificate Principal Balance
hereof will be reduced to the extent of distributions allocable to principal hereon.
No transfer of this Certificate shall be made unless the transfer is made pursuant to
an effective registration statement under the Securities Act of 1933, as amended (the "1933 Act"), and
an effective registration or qualification under applicable state securities laws, or is made in a
transaction that does not require such registration or qualification. In the event that such a transfer
of this Certificate is to be made without registration or qualification, the Securities Administrator
shall require receipt of (i) if such transfer is purportedly being made (a) in reliance upon Rule 144A
under the 1933 Act or (b) to a transferee that is an "Institutional Accredited Investor" within the
meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the 1933 Act, written certifications
from the Holder of the Certificate desiring to effect the transfer, and from such Holder's prospective
transferee, substantially in the forms attached to the Agreement as Exhibit F-1 or F-2, as applicable,
and (ii) if requested by the Securities Administrator, an Opinion of Counsel satisfactory to it that
such transfer may be made without such registration or qualification (which Opinion of Counsel shall not
be an expense of the Trust Fund or of the Seller, the Trustee, the Securities Administrator or the
Master Servicer in their respective capacities as such), together with copies of the written
certification(s) of the Holder of the Certificate desiring to effect the transfer and/or such Holder's
prospective transferee upon which such Opinion of Counsel is based. None of the Seller, the Securities
Administrator or the Trustee is obligated to register or qualify the Class of Certificates specified on
the face hereof under the 1933 Act or any other securities law or to take any action not otherwise
required under the Agreement to permit the transfer of such Certificates without registration or
qualification. Any Holder desiring to effect a transfer of this Certificate shall be required to
indemnify the Trustee, the Securities Administrator, the Seller and the Master Servicer against any
liability that may result if the transfer is not so exempt or is not made in accordance with such
federal and state laws.
No transfer of this Class II-B-[4][5][6] Certificate will be made unless the
Securities Administrator has received either (i) Opinion of Counsel for the benefit of the Trustee,
Master Servicer and the Securities Administrator and which they may rely which is satisfactory to the
Securities Administrator that the purchase of this certificate is permissible under local law, will not
constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), and Section 4975 of the Internal Revenue Code, as
amended (the "Code"), and will not subject the Master Servicer, the Trustee or the Securities
Administrator to any obligation or liability in addition to those undertaken in the Agreement or (ii) a
representation letter stating that the transferee is not acquiring directly or indirectly by, or on
behalf of, an employee benefit plan or other retirement arrangement that is subject to Title I of ERISA,
and/or Section 4975 of the Code (each, a "Plan"), or by a person using "plan assets" of a Plan.
This Certificate is one of a duly authorized issue of Certificates designated as set
forth on the face hereof (the "Certificates"). The Certificates, in the aggregate, evidence the entire
beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look
solely to the Trust Fund for payment hereunder and that neither the Securities Administrator nor the
Trustee is liable to the Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any liability under the
Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to
the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties
evidenced hereby, and the rights, duties and immunities of the Trustee and the Securities Administrator.
The Agreement permits, with certain exceptions therein provided: (i) the amendment
thereof and of the Servicing Agreement and the modification of the rights and obligations of the Seller,
the Master Servicer, the Securities Administrator and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by EMC, the Seller, the Master Servicer, the
Securities Administrator and the Trustee, and (ii) the amendment thereof and of the Servicing Agreement
by the Master Servicer and the Trustee with the consent of the Holders of Certificates, evidencing
Fractional Undivided Interests aggregating not less than 51% of the Trust Fund (or in certain cases,
Holders of Certificates of affected Classes evidencing such percentage of the Fractional Undivided
Interests thereof). Any such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof and of the Servicing Agreement in certain limited
circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the
transfer of this Certificate is registrable with the Securities Administrator upon surrender of this
Certificate for registration of transfer at the offices or agencies maintained by the Securities
Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Securities Administrator duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates in authorized
denominations representing a like aggregate Fractional Undivided Interest will be issued to the
designated transferee.
The Certificates are issuable only as registered Certificates without coupons in the
Classes and denominations specified in the Agreement. As provided in the Agreement and subject to
certain limitations therein set forth, this Certificate is exchangeable for one or more new Certificates
evidencing the same Class and in the same aggregate Fractional Undivided Interest, as requested by the
Holder surrendering the same.
No service charge will be made to the Certificateholders for any such registration of
transfer, but the Securities Administrator may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith. The Seller, the Master Servicer, the Trustee,
the Securities Administrator and any agent of any of them may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the Seller, the Master
Servicer, the Trustee, the Securities Administrator or any such agent shall be affected by notice to the
contrary.
The obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect to the termination of the
Agreement) shall terminate upon the earlier of (i) the later of (A) the maturity or other liquidation
(or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and disposition
of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B)
the remittance of all funds due under the Agreement, or (ii) the optional repurchase by the party named
in the Agreement of all the Mortgage Loans and other assets of the Trust Fund in accordance with the
terms of the Agreement. Such optional repurchase may be made only if (i) the Scheduled Principal Balance
of the Mortgage Loans at the time of any such repurchase is less than 10% of the Cut-off Date Balance
for Loan Group II or (ii) the Depositor, based upon an Opinion of Counsel addressed to the Depositor and
the Trustee has determined that the REMIC status of any REMIC under the Agreement has been lost or that
a substantial risk exists that such REMIC status will be lost for the then-current taxable year. The
exercise of such right will effect the early retirement of the Certificates. In no event, however, will
the Trust Fund created by the Agreement continue beyond the expiration of 21 years after the death of
certain persons identified in the Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the
Securities Administrator by manual signature, this Certificate shall not be entitled to any benefit
under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be
duly executed.
Dated: January 31, 2007 WELLS FARGO BANK, NATIONAL ASSOCIATION
Not in its individual capacity but solely
as Securities Administrator
By:_________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class II-B-[4][5][6] Certificates referred to in the
within-mentioned Agreement.
WELLS FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Wells Fargo Bank,
National Association, not in its
individual capacity but solely as
Securities Administrator
By:_________________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address including postal zip code
of assignee) a Fractional Undivided Interest evidenced by the within Mortgage Pass-Through Certificate
and hereby authorizes the transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate to the following
address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available
funds to _________________________________ for the account of _________________________ account number
_____________, or, if mailed by check, to ______________________________. Applicable statements should
be mailed to _____________________________________________.
This information is provided by __________________, the assignee named above, or
________________________, as its agent.
CITY1 ZIP_CODE STATE ISSUE_DATE
1 DURANT 74701 OK 20061101
2 East Point 30344 GA 20061201
3 Tampa 33626 FL 20061001
4 STERLING 20165 VA 20060501
5 N LAS VEGAS 89081 NV 20060701
6 COOLIDGE 85228 AZ 20061101
7 Margate 33063 FL 20060901
8 Kissimmee 34746 FL 20061101
9 CANYON LAKE 92587 CA 20061201
10 Fort Worth 76140 TX 20060801
11 MARYSVILLE 95901 CA 20061201
12 Corona 92880 CA 20061201
13 DENVER 80221 CO 20061201
14 Newark 7107 NJ 20061201
15 PHOENIX 85050 AZ 20061201
16 TRABUCO CANYON AREA 92679 CA 20061001
17 HAMILTON 45011 OH 20061201
18 WESTBURY 11590 NY 20061201
19 LAS VEGAS 89135 NV 20061201
20 HAYMARKET 20169 VA 20061101
21 Orlando 32835 FL 20061201
22 Las Vegas 89106 NV 20061201
23 Tucson 85705 AZ 20061201
24 PROVO 84606 UT 20061201
25 MIAMI 33126 FL 20061201
26 Sparks 89431 NV 20061001
27 West Palm Beach 33401 FL 20061201
28 Paterson 7504 NJ 20061201
29 ROSEVILLE 95678 CA 20061201
30 Dover 7801 NJ 20061201
31 Passaic 7055 NJ 20061201
32 Harrisonburg 22802 VA 20061201
33 PEMBROKE PINES 33025 FL 20061201
34 LOCUST GROVE 30248 GA 20061201
35 Fairlawn 24141 VA 20061201
36 Suwanee 30024 GA 20061201
37 OAK POINT 76227 TX 20061201
38 ST AUGUSTINE 32084 FL 20061201
39 GUERNEVILLE 95446 CA 20061201
40 BRANDYWINE 20613 MD 20061201
41 CHARLESTON 29407 SC 20061201
42 LAS VEGAS 89178 NV 20061201
43 UPPER MARLBORO 20772 MD 20061201
44 INDIO 92203 CA 20061201
45 YORK 17408 PA 20061201
46 PETERSBURG 23803 VA 20061201
47 RICHMOND 23223 VA 20061201
48 DORAL 33172 FL 20061201
49 LAUREL 20707 MD 20061201
50 Burke 22015 VA 20061201
51 Beltsville 20705 MD 20061201
52 Roswell 30076 GA 20061201
53 CLEVELAND 44119 OH 20061201
54 Dallas 75218 TX 20061201
55 San Antonio 78222 TX 20061201
56 Kannapolis 28083 NC 20061201
57 POTTSTOWN 19465 PA 20061201
58 JACKSONVILLE 32209 FL 20061201
59 Newark 7103 NJ 20061201
60 YORK 17408 PA 20061201
61 Newark 7103 NJ 20061201
62 Manassas 20109 VA 20061201
63 BALTIMORE 21217 MD 20061101
64 Las Vegas 89131 NV 20061001
65 Norfolk 23509 VA 20061001
66 COVINGTON 30016 GA 20061001
67 Maricopa 85239 AZ 20061001
68 Sahuarita 85629 AZ 20061001
69 Columbia 29210 SC 20061101
70 Mc Donough 30253 GA 20061001
71 Chicago 60612 IL 20061101
72 Las Vegas 89131 NV 20061101
73 Decatur 30034 GA 20061001
74 Jackson 8527 NJ 20060901
75 Powder Springs 30127 GA 20061001
76 Pensacola 32506 FL 20061001
77 PASSAIC 7055 NJ 20061101
78 LONG BEACH 90805 CA 20061101
79 Las Vegas 89119 NV 20061001
80 Running Springs 92382 CA 20061001
81 HUTTO 78634 TX 20061101
82 NORFOLK 23505 VA 20061001
83 SAN ANTONIO 78254 TX 20061001
84 SOUTHBRIDGE 1550 MA 20061001
85 MANASSAS 20109 VA 20061201
86 WOODBRIDGE 22193 VA 20061201
87 HAGERSTOWN 21740 MD 20061201
88 MESA 85204 AZ 20061101
89 WATERBURY 6706 CT 20061001
90 CUTLER BAY 33190 FL 20061201
91 PHOENIX 85029 AZ 20061001
92 LAS VEGAS 89121 NV 20061201
93 Spring Hill 34609 FL 20061201
94 Roxbury 6783 CT 20061001
95 Champaign 61820 IL 20061101
96 Palm Coast 32137 FL 20061101
97 Cypress 77429 TX 20061001
98 SAINT CLOUD 56301 MN 20061001
99 Lehigh Acres 33986 FL 20061001
100 ATLANTA 30310 GA 20060201
101 prospect park 7508 NJ 20061201
102 HAPEVILLE 30354 GA 20061201
103 KATY 77449 TX 20061201
104 LOGANVILLE 30052 GA 20061201
105 Granada Hills 91344 CA 20061201
106 Nashville 37217 TN 20061201
107 LAS VEGAS 89122 NV 20061101
108 Orange Park 32073 FL 20061201
109 GREENSBORO 27406 NC 20061101
110 Alexandria 22312 VA 20061201
111 ATLANTA 30314 GA 20061101
112 Jersey City 7302 NJ 20061201
113 CHANDLER 85249 AZ 20061201
114 Herriman 84096 UT 20061201
115 Richmond 94804 CA 20061201
116 Battle Ground 98604 WA 20061201
117 West Palm Beach 33401 FL 20061201
118 Glendale 85310 AZ 20061201
119 COLUMBUS 43228 OH 20061201
120 BATON ROUGE 70817 LA 20061201
121 Tampa 33604 FL 20061201
122 JONESBORO 30236 GA 20061201
123 FRESNO 93722 CA 20061201
124 COVINGTON 30016 GA 20061201
125 COVINGTON 30016 GA 20061201
126 ATLANTA 30349 GA 20061201
127 NAVARRE 32566 FL 20061101
128 Herndon 20171 VA 20061201
129 Mcdonough 30253 GA 20061201
130 Farmington 48331 MI 20061201
131 MARICOPA 85239 AZ 20061201
132 Stockbridge 30281 GA 20061101
133 Decatur 30032 GA 20061101
134 Hampton 30228 GA 20061101
135 SUFFOLK 23434 VA 20061201
136 ALEXANDRIA 22304 VA 20061201
137 PHOENIX 85008 AZ 20061201
138 Milwaukee 53218 WI 20061201
139 BAYONET POINT 34667 FL 20061201
140 West Palm Beach 33401 FL 20061201
141 Paterson 7501 NJ 20061201
142 Palm City 34990 FL 20061201
143 El Paso 79938 TX 20061201
144 Newark 7112 NJ 20060901
145 Apopka 32712 FL 20061001
146 Belleville 7109 NJ 20061201
147 VANCOUVER 98682 WA 20061201
148 Zimmerman 55398 MN 20061201
149 Elmwood Park 7407 NJ 20061201
150 Phoenix 85085 AZ 20061201
151 TAMPA 33604 FL 20061201
152 Houston 77016 TX 20061201
153 El Paso 79938 TX 20061201
154 North Royalton 44133 OH 20061201
155 SACRAMENTO 95833 CA 20061201
156 THOUSAND OAKS 91362 CA 20061201
157 Hazelwood 63042 MO 20061101
158 Waldorf 20602 MD 20061201
159 Washington 20001 DC 20061001
160 LAS VEGAS 89115 NV 20061201
161 Mesa 85210 AZ 20061201
162 GALENA 61036 IL 20061101
163 Peoria 85383 AZ 20061201
164 pensacola 32503 FL 20061101
165 Queen Creek 85243 AZ 20061101
166 RESEDA 91335 CA 20061201
167 YORK 17408 PA 20061101
168 Lanham 20706 MD 20061101
169 Anthem 85086 AZ 20061201
170 Anthem 85086 AZ 20061201
171 Seagoville 75159 TX 20061101
172 Anthem 85086 AZ 20061201
173 GARLAND 75044 TX 20061201
174 E Rockland Key 33040 FL 20061201
175 CHARLOTTE 28214 NC 20061201
176 Newnan 30263 GA 20061201
177 SAUK VILLAGE 60411 IL 20061001
178 REDFORD 48240 MI 20061101
179 BALTIMORE 21224 MD 20061101
180 BALTIMORE 21205 MD 20061101
181 BENSENVILLE 60106 IL 20061101
182 AURORA 60505 IL 20061101
183 Middletown 19709 DE 20061201
184 KNOXVILLE 37922 TN 20061101
185 BALTIMORE 21205 MD 20061101
186 CHICAGO 60636 IL 20061001
187 NEW BRUNSWICK 8901 NJ 20061101
188 WASHINGTON 20019 DC 20061101
189 LEESBURG 20175 VA 20061101
190 TUCKER 30084 GA 20061101
191 Richmond 23225 VA 20061101
192 LAWRENCEVILLE 30045 GA 20061101
193 NEWARK 7103 NJ 20061101
194 RICHMOND 23224 VA 20061101
195 ROANOKE 24017 VA 20061101
196 ANNAPOLIS 21403 MD 20061101
197 ATLANTA 30350 GA 20061101
198 CHARLOTTE 28217 NC 20061101
199 YORKTOWN 23692 VA 20061101
200 NEWARK 7108 NJ 20061101
201 Chantilly 20152 VA 20061201
202 Clearfield 84015 UT 20061201
203 MESA 85212 AZ 20061201
204 WASHINGTON 20012 DC 20061201
205 WASHINGTON 20011 DC 20061201
206 DALLAS 30157 GA 20061201
207 ABINGDON 21009 MD 20061201
208 Spotsylvania 22553 VA 20061101
209 Glen Burnie 21061 MD 20061101
210 WINSTON SALEM 27101 NC 20061201
211 BALTIMORE 21214 MD 20061201
212 Charlotte 28273 NC 20061101
213 Chambersburg 17201 PA 20061101
214 Doral 33178 FL 20061101
215 MANASSAS 20109 VA 20061201
216 COVINGTON 30016 GA 20061201
217 LAS VEGAS 89148 NV 20061201
218 WESTERN SPRINGS 60558 IL 20061201
219 SURPRISE 85388 AZ 20061201
220 College Park 30349 GA 20061101
221 College Park 30349 GA 20061101
222 Reno 89523 NV 20061101
223 BALCH SPRINGS 75180 TX 20061201
224 REDLANDS 92373 CA 20061201
225 Pacifica 94044 CA 20061201
226 LAKE LURE 28746 NC 20061201
227 GASTON 29053 SC 20061201
228 LOS ANGELES 90064 CA 20061201
229 Buckeye 85396 AZ 20061201
230 ORANGE PARK 32073 FL 20061201
231 SHERMAN 75090 TX 20061201
232 TUCSON 85746 AZ 20061201
233 Chantilly 20152 VA 20061201
234 DISTRICT HEIGHTS 20747 MD 20061201
235 MABLETON 30126 GA 20061101
236 COVINGTON 30014 GA 20061101
237 COVINGTON 30014 GA 20061101
238 COVINGTON 30014 GA 20061101
239 Gaithersburg 20877 MD 20070101
240 Jupiter 33458 FL 20070101
241 MILLSBORO 19966 DE 20061101
242 SCOTTSDALE 85258 AZ 20061101
243 LAGUNA BEACH 92651 CA 20061101
244 VALLEJO 94591 CA 20061101
245 LIVERMORE 94551 CA 20061201
246 KAYSVILLE 84037 UT 20061101
247 BOYDS 20841 MD 20061101
248 KISSIMMEE 34747 FL 20061001
249 NORWALK 90650 CA 20061201
250 PLEASANT HILL 94523 CA 20061201
251 SARATOGA 95070 CA 20061201
252 JACKSONVILLE BEACH 32250 FL 20061101
253 HAWTHORNE 7506 NJ 20061101
254 CORONA 92880 CA 20061101
255 LAS VEGAS 89138 NV 20061101
256 LOS ANGELES TAR 91356 CA 20061201
257 PORTLAND 97209 OR 20061101
258 NAPA 94558 CA 20061001
259 ISLE OF PALMS 29451 SC 20061101
260 LAS VEGAS 89117 NV 20061101
261 DUMFRIES 22026 VA 20061201
262 WALNUT CREEK 94595 CA 20061101
263 DENVER 80231 CO 20061101
264 LEESBURG 20176 VA 20061101
265 RESTON 20190 VA 20061201
266 LAS VEGAS 89110 NV 20061201
267 SAN FRANCISCO 94112 CA 20060901
268 DETROIT 48234 MI 20061201
269 Upper Marlboro 20774 MD 20061201
270 YORK 17408 PA 20061201
271 Laurel 20724 MD 20061201
272 SYLMAR 91342 CA 20061201
273 SEVERN 21144 MD 20061201
274 JEFFERSONTON 22724 VA 20061201
275 LEBANON 17042 PA 20061201
276 MESA 85206 AZ 20061201
277 Altamonte Springs 32714 FL 20061201
278 Fountain Hills 85268 AZ 20061201
279 Nashville 37211 TN 20061201
280 PALMDALE 93551 CA 20061201
281 Lakeland 33803 FL 20061201
282 Orlando 32822 FL 20061201
283 SOUTH SAN FRANCISCO 94080 CA 20061201
284 SAN DIEGO 92109 CA 20061201
285 ATL 30331 GA 20061201
286 ATL 30331 GA 20061201
287 Waldorf 20603 MD 20061201
288 Cave Creek 85331 AZ 20061201
289 FULTON 30331 GA 20061201
290 Passaic 7055 NJ 20061201
291 Fresno 93701 CA 20061201
292 LAS VEGAS 89109 NV 20061201
293 Las Vegas 89169 NV 20061201
294 ESTERO 33928 FL 20061201
295 LITTLE CANADA 55117 MN 20061201
296 N MIAMI BEACH 33162 FL 20061201
297 LAS VEGAS 89108 NV 20061201
298 Murphy 75094 TX 20061201
299 Yulee 32097 FL 20061201
300 Upper Marlboro 20772 MD 20061201
301 Lauderhill 33313 FL 20061201
302 MANASSAS 20110 VA 20061201
303 Brooklyn Park 55445 MN 20061201
304 BALTIMORE 21230 MD 20061201
305 GILBERT 85234 AZ 20061201
306 Reading 19604 PA 20061201
307 (Sylmar Area) Los Angeles 91342 CA 20061201
308 Ocala 34473 FL 20061201
309 INGLEWOOD 90302 CA 20061201
310 Rancho Cordova 95742 CA 20061201
311 Porter 77365 TX 20061201
312 ALDIE 20105 VA 20061201
313 COLUMBIA 29205 SC 20061201
314 HARBESON 19951 DE 20061201
315 Myrtle Beach 29579 SC 20061201
316 MCDONOUGH 30252 GA 20061201
317 HENDERSON 89044 NV 20061201
318 W SPRINGFIELD 22152 VA 20061201
319 Rancho Palos Verdes 90275 CA 20061201
320 DUNKIRK 20754 MD 20061201
321 LAS VEGAS 89123 NV 20061101
322 Fort Myers 33908 FL 20061201
323 ALEXANDRIA 22312 VA 20061201
324 Grand Prairie 75052 TX 20061201
325 CANYON 92587 CA 20061201
326 ROYAL OAK 48067 MI 20061201
327 RICHMOND 23234 VA 20061201
328 Fort Worth 76112 TX 20061101
329 Grove City 43123 OH 20061201
330 Wilmington 19805 DE 20061201
331 JACKSONVILLE 32221 FL 20061201
332 MINNEAPOLIS 55411 MN 20061201
333 ANTIOCH 94509 CA 20061201
334 Alva 33920 FL 20061001
335 Duluth 55806 MN 20061101
336 CHAMPIONS GATE 33837 FL 20061201
337 Hamtramck 48212 MI 20061201
338 South Miami 33143 FL 20061201
339 Easton 18042 PA 20061201
340 New Market 21774 MD 20061201
341 HERNDON 20171 VA 20061201
342 JACKSONVILLE 32225 FL 20061201
343 RIVERDALE 30296 GA 20061201
344 BROOMFIELD 80234 CO 20061201
345 SUGAR HILL 30518 GA 20061201
346 WRIGHTSVILLE BEACH 28480 NC 20061101
347 WADDELL 85355 AZ 20061201
348 VERO BEACH 32963 FL 20061101
349 ISSAQUAH 98027 WA 20061001
350 GREAT FALLS 22066 VA 20061001
351 QUEEN CREEK 85242 AZ 20061201
352 RIDGEFIELD 6877 CT 20061201
353 HAYWARD 94544 CA 20061101
354 MOORESVILLE 28117 NC 20061101
355 BOWIE 20720 MD 20061201
356 SIMI VALLEY 93063 CA 20061101
357 Jefferson 30549 GA 20061101
358 EL MONTE 91732 CA 20061001
359 WINCHESTER 22603 VA 20061201
360 MIRA LOMA 91752 CA 20061101
361 SAN BERNARDINO 92404 CA 20061101
362 RIVIERA BEACH 33404 FL 20061001
363 KISSIMMEE 34746 FL 20070101
364 Upper Marlboro 20772 MD 20061201
365 MORENO VALLEY 92555 CA 20061201
366 SAN DIEGO 92116 CA 20061101
367 Brooklyn 11207 NY 20061101
368 KALISPELL 59901 MT 20061101
369 FRESNO 93727 CA 20061101
370 MURRIETA 92563 CA 20061101
371 SAN FRANSISCO 94112 CA 20061101
372 COSTA MESA 92626 CA 20061101
373 LOS ANGELES CHATSWORTH AR 91311 CA 20061201
374 LAKEWOOD 90715 CA 20061101
375 OAKLEY 94561 CA 20061201
376 SAN DIEGO 92109 CA 20061101
377 JERSEY CITY 7305 NJ 20061101
378 LAS VEGAS 89139 NV 20061201
379 WALKERSVILLE 21793 MD 20061101
380 MOUNTAIN HOUSE 95391 CA 20061101
381 TUSTIN 92782 CA 20061101
382 GARDEN GROVE 92841 CA 20061201
383 RANCHO CUCAMONGA 91739 CA 20061101
384 FOSTER CITY 94404 CA 20061101
385 NORTHBROOK 60062 IL 20061201
386 EAGLE 81631 CO 20061201
387 VALLEJO 94591 CA 20061101
388 SANTA ROSA 95409 CA 20061101
389 Orlando 32808 FL 20061101
390 SMITHFIELD 27577 NC 20061201
391 Atlanta 30314 GA 20061201
392 CONYERS 30094 GA 20061101
393 Austin 78759 TX 20061201
394 Austin 78759 TX 20061201
395 WOODBRIDGE 22191 VA 20061001
396 PITTSBURG 94565 CA 20061201
397 BRIDGEWATER 8807 NJ 20061201
398 FORT MYERS 33919 FL 20061201
399 CUPERTINO 95014 CA 20061201
400 LAS VEGAS 89138 NV 20061001
401 WOODY CREEK 81656 CO 20061001
402 BETHESDA 20817 MD 20061101
403 LOS ANGELES 91306 CA 20061201
404 LAFAYETTE HILL 19444 PA 20061001
405 PARADISE VALLEY 85253 AZ 20061001
406 NORTH HOLLYWOOD 91601 CA 20061201
407 LAS VEGAS 89178 NV 20061201
408 EAST BETHEL 55011 MN 20061201
409 HERCULES 94547 CA 20061201
410 BALTIMORE 21211 MD 20060901
411 CHICAGO 60661 IL 20061201
412 NEW CANAAN 6840 CT 20061101
413 COLORADO SPRINGS 80920 CO 20060901
414 NOVATO 94945 CA 20061201
415 HENDERSON 89002 NV 20061101
416 GARDNERVILLE 89460 NV 20061201
417 PALO ALTO 94306 CA 20061201
418 LOS ALTOS 94024 CA 20061201
419 OXNARD 93036 CA 20070101
420 CROSSLAKE 56442 MN 20061101
421 RIVERSIDE 92505 CA 20061001
422 LAS VEGAS 89146 NV 20061001
423 FULLERTON 92833 CA 20061101
424 FALLS CHURCH 22043 VA 20061001
425 LAKE ELSINORE 92532 CA 20061101
426 LOS GATOS 95032 CA 20061101
427 FRIDAY HARBOR 98250 WA 20060901
428 SAN FERNANDO 91340 CA 20061201
429 MCLEAN 22101 VA 20061201
430 MARIETTA 30062 GA 20061001
431 PALMDALE 93551 CA 20061201
432 CHATSWORTH 91311 CA 20061201
433 LA MESA 91941 CA 20061201
434 FOUNTAIN HILLS 85268 AZ 20070101
435 HUNTINGTON BEAC 92648 CA 20061201
436 FREMONT 94536 CA 20061201
437 DAYTONA BEACH 32118 FL 20061201
438 SAN FRANCISCO 94112 CA 20061201
439 LA PUENTE 91744 CA 20061201
440 OAKLEY 94561 CA 20061201
441 SEACREST BEACH 32459 FL 20061001
442 CHULA VISTA 91914 CA 20061201
443 MIRA LOMA 91752 CA 20061201
444 LOS ANGELES 90069 CA 20061201
445 ASHTON 20861 MD 20061201
446 HOUSTON 77057 TX 20061201
447 LEAWOOD 66209 KS 20070101
448 FAIRVIEW 75069 TX 20061201
449 SACRAMENTO 95834 CA 20061101
450 SEATTLE 98121 WA 20061201
451 MIAMI 33156 FL 20061101
452 BRIGANTINE 8203 NJ 20061201
453 PRINCETON 8540 NJ 20061001
454 MOUNT PROSPECT 60056 IL 20061101
455 NEWPORT BEACH 92663 CA 20061201
456 MONTROSE 81401 CO 20061101
457 SEATTLE 98121 WA 20061201
458 STAR 83669 ID 20061001
459 SAN JOSE 95126 CA 20061101
460 DUBLIN 94568 CA 20061101
461 TUSTIN 92782 CA 20061201
462 ST MICHAEL 55376 MN 20060901
463 ELLICOTT CITY 21043 MD 20061101
464 CORONA 92882 CA 20061201
465 WATSONVILLE 95076 CA 20061201
466 DALLAS 75254 TX 20070101
467 WOODINVILLE 98077 WA 20061201
468 WATSONVILLE 95076 CA 20061201
469 CAMPBELL 95008 CA 20061201
470 ROYAL PALM BEACH 33411 FL 20061201
471 HUNTINGTON BEACH 92648 CA 20070101
472 BRADENTON 34212 FL 20061201
473 SANTA ROSA BEACH 32459 FL 20061201
474 FAIRFAX STATION 22039 VA 20061201
475 PLEASANTON 94566 CA 20061201
476 WINDERMERE 34786 FL 20070101
477 ALAMEDA 94501 CA 20061201
478 SALT LAKE CITY 84103 UT 20061201
479 WELLESLEY 2482 MA 20061201
480 CORONA 92883 CA 20061201
481 WESTON 33332 FL 20070101
482 WOODLAND HILLS 91367 CA 20061201
483 RENO 89521 NV 20061201
484 SUNLAND 91040 CA 20070101
485 BREA 92821 CA 20061201
486 CHICAGO 60616 IL 20070101
487 WEST COVINA 91791 CA 20061201
488 LOS ANGELES 90230 CA 20061201
489 DRAPER 84020 UT 20061201
490 AUSTIN 78733 TX 20061201
491 WOODBRIDGE 8830 NJ 20061201
492 SAN DIEGO 92129 CA 20061201
493 CORONA 92882 CA 20061201
494 SAN JOSE 95112 CA 20061201
495 CHICAGO 60610 IL 20061201
496 NAPA 94558 CA 20070101
497 NORWALK 90650 CA 20061201
498 ROSEVILLE 95747 CA 20061201
499 RESTON 20190 VA 20061201
500 Decatur 30030 GA 20070101
501 GLENDALE 85310 AZ 20061101
502 PORTLAND 97219 OR 20061201
503 OAKLEY 94561 CA 20061101
504 ROCKVILLE 20855 MD 20061201
505 KETCHUM 83340 ID 20061201
506 BLAINE COUNTY 83333 ID 20061201
507 LOS ANGELES 90065 CA 20061101
508 PEORIA 85383 AZ 20061101
509 LAS VEGAS 89109 NV 20061201
510 LAS VEGAS 89109 NV 20061201
511 VERNONBURG 31419 GA 20061201
512 COPPEROPOLIS 95228 CA 20061201
513 OAKLEY 94561 CA 20061101
514 INDIO 92201 CA 20061201
515 BAKERSFIELD 93312 CA 20061201
516 BROOKLYN 11223 NY 20061101
517 ATLANTA 30308 GA 20061201
518 LAS VEGAS 89178 NV 20061101
519 CORONA 92880 CA 20061201
520 PINECREST 33156 FL 20061201
521 HAMPTON BAYS 11946 NY 20061101
522 LOS ANGELES VAN NUYS AREA 91406 CA 20061201
523 NEW YORK 10014 NY 20061101
524 WOODLAND 95695 CA 20061101
525 SPRINGFIELD 22153 VA 20061101
526 BAINBRIDGE ISLAND 98110 WA 20061201
527 SOUTH LAKE TAHOE 96150 CA 20061101
528 OVERLAND PARK 66062 KS 20061201
529 MURRIETA 92562 CA 20061201
530 SAN FRANCISCO 94117 CA 20061101
531 RIO LINDA 95673 CA 20061101
532 CARSON CITY 89701 NV 20061101
533 DAVIE 33330 FL 20061201
534 MIAMI 33175 FL 20061201
535 VENTURA 93004 CA 20061201
536 HUGHESVILLE 20637 MD 20061201
537 IRVING 75039 TX 20061201
538 FREMONT 94539 CA 20061201
539 PHOENIX 85048 AZ 20061201
540 LOS ANGELES 90013 CA 20061201
541 TEMPE 85284 AZ 20061201
542 HAWTHORNE 90250 CA 20061201
543 NORTH RICHMOND 94801 CA 20061201
544 WESTMINSTER 92683 CA 20061201
545 LIVERMORE 94551 CA 20061201
546 LAS VEGAS 89109 NV 20061201
547 CORAL GABLES 33156 FL 20061201
548 HALF MOON BAY 94019 CA 20061201
549 CULVER CITY 90066 CA 20061201
550 SAN CLEMENTE 92672 CA 20061201
551 HINSDALE 60521 IL 20070101
552 HAYWARD 94545 CA 20061201
553 NORTH RIVERSIDE 60546 IL 20070101
554 CORONA 92883 CA 20061101
555 INDIANAPOLIS 46227 IN 20070101
556 SAN JOSE 95127 CA 20061201
557 MOUNT PLEASANT 29464 SC 20061101
558 Arcadia 91006 CA 20061201
559 OAK LAWN 60453 IL 20070101
560 NEWARK 94560 CA 20061201
561 WOODRIDGE 60517 IL 20070101
562 SARATOGA 95070 CA 20061101
563 TARZANA 91335 CA 20061201
564 PALATINE 60067 IL 20070101
565 BRISTOW 20136 VA 20061201
566 FONTANA 92336 CA 20061101
567 CAPE CORAL 33914 FL 20061201
568 SCOTTSDALE 85262 AZ 20061101
569 AURORA 60506 IL 20070101
570 TRACY 95376 CA 20061201
571 RANCHO CUCAMONGA 91730 CA 20061101
572 HOUSTON 77077 TX 20061201
573 CHATSWORTH 91311 CA 20061101
574 DALTON GARDENS 83815 ID 20061101
575 MANASSAS 20110 VA 20061201
576 SAN JOSE 95120 CA 20061101
577 HUNTINGTON BEACH 92646 CA 20061101
578 CHARLESTON 29401 SC 20061101
579 ORANGE 92869 CA 20061101
580 BRENTWOOD 94513 CA 20061201
581 ALEXANDRIA 22304 VA 20061201
582 BOULDER 80302 CO 20061201
583 Central Islip 11722 NY 20070101
584 ROGERS 72758 AR 20061201
585 WESTLAKE VILLAGE 91361 CA 20061201
586 MIAMI 33186 FL 20061201
587 SAN RAMON 94582 CA 20061201
588 LOS ANGELES 90032 CA 20061201
589 LAS VEGAS 89178 NV 20061201
590 INDIAN WELLS 92210 CA 20061201
591 PACIFIC GROVE 93950 CA 20061201
592 COSTA MESA 92626 CA 20061201
593 LOS ALTOS HILLS 94022 CA 20061201
594 LOS ANGELES VALLEY GLEN A 91401 CA 20061201
595 STEVENSON RANCH 91381 CA 20061201
596 PEORIA 85383 AZ 20061201
597 MIAMI 33131 FL 20061201
598 LOS ANGELES 91364 CA 20061201
599 PHOENIX 85048 AZ 20061201
600 LOS ANGELES 90068 CA 20061201
601 POWAY 92604 CA 20061201
602 YORBA LINDA 92887 CA 20061201
603 SAN JOSE 95131 CA 20070101
604 FAIRFIELD 94534 CA 20061201
605 TEMECULA 92590 CA 20061201
606 COVINA 91722 CA 20061001
607 BIRMINGHAM 48009 MI 20061101
608 SAN DIEGO 92127 CA 20061201
609 SILVER SPRING 20904 MD 20070101
610 HUNTINGTON BEACH 92646 CA 20061201
611 SHERMAN OAKS/ LOS ANGELES 91403 CA 20061201
612 LOS ANGELES 90002 CA 20061201
613 NORTH HOLLYWOOD AREA 91605 CA 20061201
614 LOS ANGELES CANOGA PARK A 91304 CA 20061201
615 WESTHAMPTON BEACH 11978 NY 20061201
616 SAN CLEMENTE 92673 CA 20061201
617 STOCKTON 95219 CA 20061201
618 SANTA ANA 92706 CA 20061201
619 KAILUA KONA 96740 HI 20061201
620 WESTPORT 6880 CT 20061101
621 WHITTIER 90606 CA 20061201
622 NOKESVILLE 20181 VA 20061101
623 VALLEJO 94592 CA 20061201
624 NORTH RICHMOND 94801 CA 20061201
625 CAPE CORAL 33914 FL 20060801
626 SAN RAMON 94583 CA 20060701
627 TIBURON 94920 CA 20060901
628 HENDERSON 89052 NV 20060801
629 CHICAGO 60057 IL 20060901
630 PALM DESERT 92260 CA 20061201
631 PARK CITY 84060 UT 20060801
632 ALAMO 94507 CA 20061001
633 WASHINGTON 20003 DC 20070101
634 SAN JOSE 95116 CA 20061201
635 NEW YORK 10036 NY 20070101
636 STAMFORD 6903 CT 20070101
637 UKIAH 95482 CA 20061201
638 DIAMOND BAR 91765 CA 20061201
639 LIVERMORE 94550 CA 20061201
640 LOS ANGELES 90065 CA 20061201
641 NAPA 94559 CA 20061201
642 MURRIETA 92563 CA 20061101
643 STOCKTON 95212 CA 20061201
644 WASHINGTON 20002 DC 20061201
645 MIAMI BEACH 33139 FL 20061201
646 LOS ANGELES 90024 CA 20061201
647 LOMPOC 93436 CA 20061201
648 WOODLAND 95776 CA 20061201
649 LOS ANGELES 90047 CA 20061201
650 KNIGHTS LANDING 95645 CA 20061201
651 BIG SKY 59716 MT 20061201
652 SEDONA 86336 AZ 20061201
653 BURBANK 91506 CA 20061201
654 WHITESTONE 11357 NY 20061201
655 SANTA ANA 92703 CA 20061101
656 WESTMINSTER 92683 CA 20061201
657 SANTA ANA 92704 CA 20061201
658 EAST PALO ALTO 94303 CA 20061201
659 SAN DIEGO 92101 CA 20061201
660 LEONARDTOWN 20650 MD 20061101
661 WALNUT CREEK 94597 CA 20061201
662 CONCORD 1742 MA 20061101
663 HUNTINGTOWN 20639 MD 20061101
664 SAN JOSE 95138 CA 20061201
665 TIGARD 97224 OR 20061101
666 SPRING LAKE 7762 NJ 20061101
667 PALM SPRINGS 92264 CA 20061101
668 NORTH PLAINS 97133 OR 20061201
669 BRENTWOOD 94513 CA 20061201
670 MIAMI 33186 FL 20061201
671 DUBLIN 94568 CA 20061101
672 RANCHO CUCAMONGA 91739 CA 20061101
673 MEDFORD 97501 OR 20061201
674 LAGUNA NIGUEL 92677 CA 20061201
675 VENICE 90291 CA 20061101
676 LATHROP 95330 CA 20061101
677 MAYNARD 1754 MA 20061201
678 EL CAJON 92019 CA 20061201
679 KISSIMMEE 34746 FL 20061201
680 NORTH RICHMOND 94801 CA 20061201
681 FRESNO 93722 CA 20061201
682 OCEANSIDE 92056 CA 20061101
683 NIPOMO 93444 CA 20061101
684 SALINAS 93906 CA 20061201
685 OAKLEY 94561 CA 20061201
686 MANHATTAN BEACH 90266 CA 20061201
687 PALMDALE 93551 CA 20061101
688 REDONDO BEACH 90278 CA 20061201
689 SAN JOSE 95138 CA 20061101
690 MIAMI BEACH 33141 FL 20070101
691 SALINAS 93905 CA 20061201
692 PALMDALE 93552 CA 20061201
693 CHICAGO 60612 IL 20061101
694 OAKLEY 94561 CA 20061201
695 OLD TAPPAN 7675 NJ 20070101
696 NORTH LAS VEGAS 89031 NV 20061101
697 WOODRIDGE 60517 IL 20070101
698 NAPLES 34102 FL 20061201
699 GULF SHORES 36542 AL 20061201
700 CHICAGO 60623 IL 20061201
701 SOLANA BEACH 92075 CA 20061201
702 RIVERSIDE 92504 CA 20061201
703 CHICAGO 60634 IL 20070101
704 SUNNY ISLES BEACH 33160 FL 20061201
705 AGOURA HILLS 91301 CA 20061201
706 CHULA VISTA 91915 CA 20061201
707 PLACENTIA 92870 CA 20061101
708 GREENFIELD 53228 WI 20070101
709 EL CAJON 92019 CA 20061201
710 Temecula 92591 CA 20061201
711 CHICAGO 60639 IL 20070101
712 LAS VEGAS 89113 NV 20061201
713 UPPER MARLBORO 20772 MD 20061101
714 BURBANK 60459 IL 20070101
715 CHULA VISTA 91915 CA 20061201
716 STREAMWOOD 60107 IL 20070101
717 CARSON 90746 CA 20061101
718 CHICAGO 60634 IL 20061201
719 POMONA 91766 CA 20061101
720 RICHMOND 23234 VA 20061101
721 COLUMBUS 43207 OH 20061001
722 Orange 7050 NJ 20061001
723 BALTIMORE 21230 MD 20061101
724 GAITHERSBURG 20878 MD 20061201
725 Bloomington 92316 CA 20061001
726 Milwaukee 53218 WI 20061101
727 Silver Spring 20906 MD 20060901
728 BOWIE 20721 MD 20061101
729 WASHINGTON 20011 DC 20061201
730 EL MONTE 91732 CA 20061001
731 FORT WORTH 76123 TX 20061001
732 Las Vegas 89131 NV 20061001
733 GAITHERSBURG 20877 MD 20061001
734 BROOKLYN 11212 NY 20061101
735 SAINT CLOUD 34769 FL 20061101
736 IRVING 75061 TX 20061001
737 MIAMI 33150 FL 20061001
738 BALTIMORE 21215 MD 20061001
739 SPARKS 89434 NV 20061101
740 MISSOURI CITY 77489 TX 20061001
741 LAKEWOOD 90713 CA 20061201
742 CORONA 92881 CA 20061201
743 LONG BEACH 90807 CA 20061201
744 LA VERNE 91750 CA 20061201
745 LOS ANGELES 90048 CA 20061201
746 MANHATTAN BEACH 90266 CA 20061201
747 PARADISE VALLEY 85253 AZ 20061201
748 SKOKIE 60076 IL 20061201
749 HAMILTON 20158 VA 20060501
750 MARINA 93933 CA 20061201
751 KETCHUM 83340 ID 20061201
752 PLAYA VISTA 90094 CA 20061201
753 SARASOTA 34236 FL 20061201
754 MIAMI 33133 FL 20061201
755 PARK CITY 84098 UT 20061201
756 LOS ANGELES 90016 CA 20061201
757 WESTMINSTER 80021 CO 20061201
758 HUNTINGTON BEACH 92646 CA 20061201
759 SALINAS 93905 CA 20061201
760 SALINAS 93905 CA 20061201
761 HUDSON 12534 NY 20061201
762 FULLERTON 92833 CA 20061201
763 SOUTH SAN FRANCISCO 94080 CA 20061201
764 ANAHEIM 92804 CA 20061201
765 SALINAS 93905 CA 20061201
766 PATTERSON 95363 CA 20061201
767 HUNTINGTON BEACH 92646 CA 20061201
768 CARLSBAD 92008 CA 20061201
769 CHICAGO 60618 IL 20061201
770 VENTURA 93003 CA 20061201
771 MOUNTAINSIDE BO 7092 NJ 20061201
772 SALINAS 93905 CA 20061201
773 SANTA CLARITA 91355 CA 20061201
774 HIGLEY 85236 AZ 20061201
775 FORT LAUDERDALE 33304 FL 20070101
776 MOSS BEACH 94038 CA 20070101
777 MORGAN HILL 95037 CA 20070101
778 SEAL ROCK 97376 OR 20070101
779 NEWARK 94560 CA 20070101
780 WOODLAND HILLS 91364 CA 20061201
781 OXNARD 93035 CA 20070101
782 LA QUINTA 92253 CA 20070101
783 SANDY 84092 UT 20061201
784 STUDIO CITY 91604 CA 20061201
785 LOMITA 90717 CA 20070101
786 ANAHEIM 92805 CA 20070101
787 SYLMAR / LOS ANGELES 91342 CA 20061201
788 CORONA 92883 CA 20070101
789 VAN NUYS 91406 CA 20061201
790 BURKE 22015 VA 20061201
791 MIDLOTHIAN 76065 TX 20061201
792 WOODINVILLE 98072 WA 20061201
793 DUBLIN 94568 CA 20061201
794 RIVERTON 84065 UT 20070101
795 HANOVER 21076 MD 20070101
796 HERCULES 94547 CA 20061201
797 CHULA VISTA 91914 CA 20061201
798 BURBANK 91501 CA 20061201
799 OYSTER BAY 11771 NY 20061201
800 SCOTTSDALE 85257 AZ 20061201
801 BOYNTON BEACH 33437 FL 20061201
802 WASHOE VALLEY 89704 NV 20061201
803 MARATHON 33050 FL 20061201
804 PINOLE 94564 CA 20061201
805 The Woodlands 77382 TX 20061201
806 SELBYVILLE 19975 DE 20060801
807 Schenectady 12303 NY 20061201
808 CHICAGO 60630 IL 20070101
809 CHICAGO 60634 IL 20070101
810 CHICAGO 60608 IL 20061201
811 NAPERVILLE 60540 IL 20070101
812 Dayton 45418 OH 20070101
813 Germantown 20874 MD 20061201
814 CHICAGO 60647 IL 20061201
815 WESTCHESTER 60154 IL 20070101
816 OAK BROOK 60523 IL 20061201
817 CHICAGO 60634 IL 20061201
818 PALOS HEIGHTS 60463 IL 20061201
819 CHICAGO 60640 IL 20070101
820 PARK RIDGE 60068 IL 20061201
821 SAINT AUGUSTINE 32084 FL 20061201
822 PLAINFIELD 60586 IL 20061201
823 CHICAGO 60622 IL 20061201
824 MIRA LOMA 91752 CA 20061201
825 SKOKIE 60077 IL 20061201
826 FEDERAL WAY 98003 WA 20061201
827 CLEARWATER 33767 FL 20061201
828 SACRAMENTO 95864 CA 20061201
829 LAS VEGAS 89109 NV 20061201
830 GREENWICH 6870 CT 20061201
831 MIAMI 33143 FL 20061201
832 FONTANA 53125 WI 20061201
833 SCOTTSDALE 85255 AZ 20070101
834 SAN JOSE 95132 CA 20061201
835 NORTH PORT 34287 FL 20061201
836 SARATOGA 95070 CA 20061201
837 FRANKFORT 60423 IL 20061201
838 CHICAGO RIDGE 60415 IL 20070101
839 POMPANO BEACH 33062 FL 20061201
840 SEASIDE 93955 CA 20061101
841 ROLLING MEADOWS 60008 IL 20061201
842 LAS VEGAS 89109 NV 20061201
843 WASHINGTON 20007 DC 20061201
844 DESTIN 32550 FL 20061201
845 CHICAGO 60634 IL 20070101
846 PESCADERO 94060 CA 20061201
847 PROVINCETOWN 2657 MA 20061201
848 PALOS HILLS 60465 IL 20070101
849 FLOSSMOOR 60422 IL 20061201
850 CORAL GABLES 33143 FL 20061201
851 DES PLAINES 60016 IL 20070101
852 SANTA ANA 92704 CA 20061201
853 ALEXANDRIA 22314 VA 20061201
854 COLORADO SPRINGS 80906 CO 20061201
855 WORTH 60482 IL 20070101
856 SANTA BARBARA 93110 CA 20070101
857 WALNUT CREEK 94598 CA 20061201
858 PROVINCETOWN 2657 MA 20061201
859 CHICAGO 60634 IL 20061201
860 BEVERLY HILLS 90211 CA 20070101
861 BROOKLYN 11201 NY 20061201
862 PACIFIC PALISAD 90272 CA 20061201
863 WHEATON 60187 IL 20061201
864 SYOSSET 11791 NY 20061201
865 SIMI VALLEY 93063 CA 20061101
866 CLOVIS 93619 CA 20061201
867 Vallejo 94591 CA 20061201
868 CARPENTERSVILLE 60110 IL 20061201
869 ARMONK 10504 NY 20061201
870 MCLEAN 22101 VA 20070101
871 KIRKLAND 98033 WA 20070101
872 SAN DIEGO 92101 CA 20061201
873 NORTH LAS VEGAS 89084 NV 20061201
874 LOS ANGELES 90049 CA 20061201
875 NEWCASTLE 98059 WA 20061201
876 MELROSE PARK 60160 IL 20070101
877 GUNNISON 81230 CO 20061201
878 RIVER GROVE 60171 IL 20061201
879 HACIENDA HEIGHTS 91745 CA 20061201
880 LAS VEGAS 89109 NV 20061201
881 FRANKFORT 60423 IL 20070101
882 MENIFEE 92584 CA 20061201
883 OAKLAND 94619 CA 20061201
884 SCHILLER PARK 60176 IL 20070101
885 TEMECULA 92591 CA 20061201
886 HACIENDA HEIGHTS 91745 CA 20061201
887 ORLAND PARK 60462 IL 20061201
888 CAPE CORAL 33914 FL 20061101
889 ATASCADERO 93422 CA 20061101
890 CORONA 92879 CA 20061201
891 HIGHLANDS RANCH 80126 CO 20070101
892 MOUNT PROSPECT 60056 IL 20061201
893 ALTADENA 91001 CA 20061201
894 PERRIS 92571 CA 20061101
895 STICKNEY 60638 IL 20070101
896 SAN DIEGO 92127 CA 20061201
897 WILDOMAR 92595 CA 20061201
898 CHICAGO 60707 IL 20070101
899 LOS ANGELES 90017 CA 20070101
900 UNION CITY 94587 CA 20061201
901 SAINT JOHN 46373 IN 20070101
902 SAN JOSE 95116 CA 20061101
903 BURBANK 91501 CA 20061201
904 SAN JOSE 95116 CA 20061201
905 MIRAMAR 33029 FL 20061201
906 LOS ANGELES 90019 CA 20061201
907 CHICAGO 60644 IL 20061201
908 WILLOWBROOK 60527 IL 20070101
909 AURORA 60504 IL 20070101
910 CICERO 60804 IL 20070101
911 BOSTON 2109 MA 20061201
912 SAN JOSE 95130 CA 20061201
913 CHICAGO RIDGE 60415 IL 20070101
914 MURRIETA 92563 CA 20061201
915 BRENTWOOD 94513 CA 20061101
916 HICKORY HILLS 60457 IL 20061201
917 NEW YORK 10005 NY 20061201
918 ALEXANDRIA 22306 VA 20061201
919 AURORA 60502 IL 20070101
920 REDWOOD CITY 94061 CA 20061201
921 ELKHORN 53121 WI 20061101
922 PALOS HILLS 60465 IL 20061201
923 OAKLEY 94561 CA 20061201
924 SEVERNA PARK 21146 MD 20070101
925 PALOS HILLS 60465 IL 20070101
926 SEATTLE 98121 WA 20061201
927 GILROY 95020 CA 20061201
928 YORKVILLE 60560 IL 20061201
929 LAS VEGAS 89109 NV 20061201
930 NEWTON 2459 MA 20061201
931 HAYWARD 94542 CA 20061201
932 AVENTURA 33180 FL 20061201
933 NEWPORT BEACH 92657 CA 20070101
934 WOODBURY 6798 CT 20061101
935 AMERICAN CANYON 94503 CA 20061201
936 CHICAGO 60632 IL 20061201
937 CARLSBAD 92009 CA 20061201
938 MOUNT PROSPECT 60056 IL 20061201
939 ANAHEIM 92806 CA 20061201
940 SALINAS 93908 CA 20061201
941 ARLINGTON HEIGHTS 60004 IL 20061201
942 BEVERLY HILLS 90212 CA 20061201
943 IRVINE 92603 CA 20061201
944 CHICAGO 60623 IL 20070101
945 PARKLAND 33076 FL 20070101
946 COLORADO SPRINGS 80920 CO 20061201
947 AVALON 8202 NJ 20061201
948 KENILWORTH 60043 IL 20070101
949 WEST BEND 53095 WI 20070101
950 ATLANTA 30363 GA 20061101
951 LAKE IN THE HILLS 60156 IL 20061201
952 PRINCEVILLE 96722 HI 20061201
953 SANTA CLARITA 91350 CA 20061201
954 LOMBARD 60148 IL 20061201
955 FREMONT 94538 CA 20061201
956 BEND 97702 OR 20061201
957 CLINTON 20735 MD 20061201
958 SOQUEL 95073 CA 20061201
959 CAMAS 98607 WA 20061201
960 RIVERSIDE 92503 CA 20061201
961 LONGWOOD 32750 FL 20061101
962 BOLINGBROOK 60490 IL 20061201
963 WOODSTOCK 6281 CT 20060801
964 SAN DIEGO 92037 CA 20060901
965 BAKERSFIELD 93312 CA 20060801
966 KAPAA 96746 HI 20061201
967 DUCK 27949 NC 20060901
968 TERREBONNE 97760 OR 20050401
969 BOCA RATON 33431 FL 20061101
970 SUNRISE 33322 FL 20060901
971 CHINO HILLS 91709 CA 20061001
972 SAN JOSE 95127 CA 20061201
973 BURBANK 91505 CA 20061201
974 ANTIOCH 94509 CA 20061201
975 THOUSAND OAKS 91320 CA 20061201
976 SALINAS 93905 CA 20061201
977 CHULA VISTA 91910 CA 20061201
978 BUENA PARK 90620 CA 20061201
979 LOS ANGELES 91343 CA 20061201
980 WALNUT 91789 CA 20061201
981 SAN JOSE 95129 CA 20061201
982 LA QUINTA 92253 CA 20061201
983 ROWLAND HEIGHTS 91748 CA 20061201
984 SAN JOSE 95112 CA 20070101
985 MIRAMAR BEACH 32550 FL 20070101
986 GLENN DALE 20769 MD 20070101
987 MIAMI SHORES 33138 FL 20070101
988 SAN DIEGO 92131 CA 20061201
989 SAN DIEGO 92114 CA 20061201
990 KAILUA KONA 96740 HI 20070101
991 KENSINGTON 94707 CA 20070101
992 ROLLING MEADOWS 60008 IL 20070101
993 STERLING 20164 VA 20070101
994 CLANCY 59634 MT 20070101
995 ANAHEIM 92801 CA 20061201
996 LA JOLLA 92037 CA 20070101
997 SAN FRANCISCO 94107 CA 20070101
998 LOS ANGELES 90005 CA 20070101
999 GLENDALE 91214 CA 20070101
1000 MENLO PARK 94025 CA 20070101
1001 BLAINE 55449 MN 20070101
1002 LOS ANGELES 90045 CA 20070101
1003 ASPEN 81611 CO 20061201
1004 ELMHURST 60126 IL 20061201
1005 NOKESVILLE 20181 VA 20070101
1006 SIMI VALLEY 93065 CA 20061201
1007 CASTAIC 91384 CA 20061201
1008 ARROYO GRANDE 93420 CA 20061201
1009 SEATTLE 98119 WA 20070101
1010 SAN JOSE 95136 CA 20061201
1011 LONG BEACH 90815 CA 20061201
1012 PLAINFIELD 60585 IL 20070101
1013 LAWNDALE 90260 CA 20061201
1014 CHINO HILLS 91709 CA 20070101
1015 MANORVILLE 11949 NY 20070101
1016 DANVILLE 94526 CA 20070101
1017 SAN JOSE 95133 CA 20061201
1018 CASTRO VALLEY 94546 CA 20061201
1019 WINNETKA 60093 IL 20061201
1020 PANAMA CITY BEACH 32408 FL 20061201
1021 OXNARD 93030 CA 20061201
1022 SAN RAMON 94582 CA 20061201
1023 WINNETKA 60093 IL 20061201
1024 VALLEY STREAM 11580 NY 20061201
1025 CORAL GABLES 33143 FL 20061201
1026 VENTURA 93001 CA 20061201
1027 DOWNEY 90240 CA 20061201
1028 ENCINO 91436 CA 20061201
1029 ORANGE 92866 CA 20061201
1030 NEWBURY PARK 91320 CA 20061201
1031 PALOS PARK 60464 IL 20070101
1032 NAPERVILLE 60540 IL 20061201
1033 CICERO 60804 IL 20061201
1034 MANORVILLE 11949 NY 20061201
1035 LONG GROVE 60047 IL 20061201
1036 MORRO BAY 93442 CA 20061101
1037 SIGNAL HILL 90755 CA 20061201
1038 ENCINITAS 92024 CA 20070101
1039 CHATSWORTH 91311 CA 20061201
1040 SAN MARCOS 92069 CA 20070101
1041 UNION CITY 94587 CA 20061201
1042 YORBA LINDA 92886 CA 20061201
1043 SANTA ANA 92705 CA 20070101
1044 PLACENTIA 92870 CA 20061201
1045 ESCONDIDO 92026 CA 20061201
1046 San Bernardino 92405 CA 20070101
1047 LOS ANGELES 90046 CA 20061201
1048 SUISUN CITY 94585 CA 20070101
1049 SAN JOSE 95127 CA 20070101
1050 KAILUA 96734 HI 20061201
1051 KIHEI 96753 HI 20061201
1052 SANTA ANA 92704 CA 20061201
1053 TAVERNIER 33070 FL 20061201
1054 RESTON 20190 VA 20061201
1055 SAN MARCOS 92078 CA 20061201
1056 RICHMOND 94806 CA 20070101
1057 OXNARD 93035 CA 20070101
1058 ENCINO 91316 CA 20061201
1059 PALM BEACH GARDENS 33418 FL 20070101
1060 CORAL GABLES 33146 FL 20061201
1061 NEWPORT BEACH 92660 CA 20070101
1062 MANTECA 95336 CA 20070101
1063 FORT WASHINGTON 20744 MD 20061201
1064 LA QUINTA 92253 CA 20061201
1065 MILL VALLEY 94941 CA 20070101
1066 CATHEDRAL CITY 92234 CA 20061201
1067 CHULA VISTA 91914 CA 20061201
1068 WOODLAND HILLS 91367 CA 20070101
1069 FREEDOM 95019 CA 20061201
1070 WAUCONDA 60084 IL 20070101
1071 UPPER MARLBORO 20772 MD 20061201
1072 FREMONT 94536 CA 20061201
1073 ATLANTA 30305 GA 20061201
1074 MEDINA 98039 WA 20061201
1075 MIAMI 33133 FL 20061201
1076 POWAY 92064 CA 20061201
1077 ALISO VIEJO 92656 CA 20061201
1078 FARMINGDALE 7727 NJ 20061101
1079 ENGLEWOOD CLIFFS 7632 NJ 20061201
1080 HEMPSTEAD 11001 NY 20070101
1081 REDWOOD CITY 94062 CA 20061201
1082 ALDIE 20105 VA 20061201
1083 UNIVERSITY PARK 20782 MD 20061201
1084 LOS ANGELES 90045 CA 20061101
1085 COLUMBIA 29209 SC 20061201
1086 CHESAPEAKE BEACH 20732 MD 20061201
1087 IRVINE 92603 CA 20061201
1088 ASHLAND 97520 OR 20061201
1089 CAMARILLO 93010 CA 20061201
1090 ENGLEWOOD 80113 CO 20061201
1091 AIEA 96701 HI 20061201
1092 WATSONVILLE 95076 CA 20061201
1093 LODI 95240 CA 20061201
1094 WATSONVILLE 95076 CA 20061201
1095 CHARLOTTE 28270 NC 20061201
1096 LOS ANGELES 90017 CA 20061201
1097 PETALUMA 94954 CA 20061201
1098 Rockville 20850 MD 20070101
1099 ALEXANDRIA 22309 VA 20061201
1100 JACKSONVILLE 32224 FL 20061201
1101 FONTANA 92336 CA 20061201
1102 MORRO BAY 93442 CA 20061001
1103 COCONUT GROVE 33133 FL 20061201
1104 QUEEN CREEK 85242 AZ 20061201
1105 DANVILLE 94506 CA 20061201
1106 LOS ANGELES 90045 CA 20061101
1107 OAKLEY 94561 CA 20061201
1108 ELK GROVE 95624 CA 20061201
1109 HARVARD BLVD LOS ANGELES 90006 CA 20061201
1110 OCEAN CITY 8226 NJ 20061201
1111 TEMECULA 92592 CA 20061201
1112 CORONA 92880 CA 20061201
1113 SAN JOSE 95138 CA 20061101
1114 OAKLEY 94561 CA 20061201
1115 CHICAGO 60610 IL 20061101
1116 LORTON 22079 VA 20061101
1117 SEASIDE 93955 CA 20061201
1118 SAN JOSE 95116 CA 20061201
1119 BLOWING ROCK 28605 NC 20061201
1120 CHATSWORTH 91311 CA 20061201
1121 LINCOLNWOOD 60712 IL 20061201
1122 GRANTS PASS 97527 OR 20061101
1123 SAN CLEMENTE 92673 CA 20061201
1124 ORLANDO 32821 FL 20060501
1125 MONROEVILLE 8343 NJ 20070101
1126 FREMONT 94538 CA 20061201
1127 OXNARD 93030 CA 20061201
1128 SAINT LOUIS 63131 MO 20070101
1129 SAN JUAN CAPIST 92675 CA 20061201
1130 SCOTTSDALE 85251 AZ 20070101
1131 LAS VEGAS 89141 NV 20061201
1132 JUPITER 33478 FL 20061201
1133 EL DORADO HILLS 95762 CA 20061201
1134 RANCHO CUCAMONGA 91739 CA 20061101
1135 DULUTH 30097 GA 20061201
1136 SYLMAR 91342 CA 20061201
1137 GROSSE POINTE FARMS 48236 MI 20061201
1138 LOS ANGELES 91316 CA 20061201
1139 DALLAS 75214 TX 20061201
1140 DENVER 80220 CO 20061201
1141 SANTA CRUZ 95060 CA 20061101
1142 REDWOOD CITY 94061 CA 20061201
1143 BOISE 83712 ID 20061201
1144 ESCONDIDO 92026 CA 20061101
1145 SARASOTA 34242 FL 20060701
1146 BARRINGTON 60010 IL 20061101
1147 OXNARD 93035 CA 20061201
1148 REDMOND 97756 OR 20061201
1149 San Diego 92106 CA 20060701
1150 MORTON GROVE 60053 IL 20061201
1151 OAKLEY 94561 CA 20061201
1152 CORONA 92881 CA 20061101
1153 SCITUATE 2066 MA 20061201
1154 LAKE FOREST 92630 CA 20061101
1155 NEWPORT COAST NEWPORT BEA 92657 CA 20061101
1156 WINTON 95388 CA 20061201
1157 FOUNTAIN VALLEY 92708 CA 20061101
1158 IRVINE 92620 CA 20061101
1159 LOS ANGELES 90291 CA 20061201
1160 WASHINGTON 20015 DC 20061101
1161 DANVILLE 94506 CA 20061201
1162 NAPLES 34110 FL 20061101
1163 AMAGANSETT 11930 NY 20061201
1164 GRANITE BAY 95746 CA 20061101
1165 KISSIMMEE 34747 FL 20061201
1166 CATLETT 20119 VA 20061201
1167 OAKLEY 94561 CA 20061101
1168 ESCONDIDO 92025 CA 20061201
1169 LOS ANGELES 90063 CA 20061201
1170 SIDNEY 4330 ME 20061101
1171 JAMESTOWN 95327 CA 20061201
1172 SCOTTSDALE 85259 AZ 20061201
1173 HENDERSON 89052 NV 20061101
1174 INDIO 92203 CA 20061201
1175 WELLS 4090 ME 20061201
1176 SAN MARINO 91108 CA 20061201
1177 SAN JOSE 95130 CA 20061101
1178 PETLUMA 94954 CA 20061001
1179 CORONA 92879 CA 20061201
1180 PALM BEACH GARDENS 33418 FL 20061201
1181 LADERA RANCH 92694 CA 20061101
1182 MILL VALLEY 94941 CA 20061201
1183 UPLAND 91786 CA 20061201
1184 NORTH LAS VEGAS 89084 NV 20061201
1185 CAREFREE 85377 AZ 20061201
1186 CARLSBAD 92009 CA 20061201
1187 DOWNERS GROVE 60516 IL 20061201
1188 KISSIMMEE 34746 FL 20061201
1189 LAS VEGAS 89109 NV 20061201
1190 LAS VEGAS 89138 NV 20061201
1191 SAN JOSE 95138 CA 20061001
1192 RANCHO SANTA MARGARITA 92688 CA 20061201
1193 HENDERSON 89011 NV 20061201
1194 WINCHESTER AREA 92596 CA 20061201
1195 BOCA RATON 33487 FL 20061101
1196 CHANDLER 85248 AZ 20061101
1197 BRECKENRIDGE 80424 CO 20061101
1198 SANTA ANA 92701 CA 20061101
1199 ANAHEIM 92801 CA 20061201
1200 DULUTH 30097 GA 20061101
1201 SACRAMENTO 95822 CA 20061201
1202 UPPER MARLBORO 20774 MD 20061101
1203 Washington 20003 DC 20061001
1204 ASPEN 81611 CO 20061201
1205 KAILUA 96734 HI 20061201
1206 TACOMA 98407 WA 20061101
1207 SAN JOSE 95123 CA 20061101
1208 MCCALL 83638 ID 20061101
1209 OAKLAND 94609 CA 20061101
1210 MIRA LOMA 91752 CA 20061101
1211 HELOTES 78023 TX 20061101
1212 PANORAMA CITY 91402 CA 20061201
1213 LAKE FOREST 92630 CA 20061201
1214 LAGUNA BEACH 92651 CA 20061101
1215 COSTA MESA 92626 CA 20061201
1216 PALM SPRINGS 92264 CA 20061201
1217 NAPLES 34114 FL 20061101
1218 CHANDLER 85249 AZ 20061201
1219 RANCHO PALOS VERDES 90275 CA 20061201
1220 HAYWARD 94542 CA 20061201
1221 SCOTTSDALE 85260 AZ 20061201
1222 PALO ALTO 94306 CA 20061201
1223 SACRAMENTO 95830 CA 20061201
1224 CONCORD 94520 CA 20061101
1225 HENDERSON 89044 NV 20061101
1226 ASHLAND 97520 OR 20061101
1227 SAN MARCOS 92069 CA 20061201
1228 VACAVILLE 95688 CA 20061201
1229 DANA POINT 92629 CA 20061201
1230 PHOENIX 85018 AZ 20061101
1231 SAN DIEGO 92110 CA 20061101
1232 BERGENFIELD 7621 NJ 20061101
1233 NEWPORT BEACH 92657 CA 20061101
1234 SAN MARCOS 92078 CA 20061101
1235 WINDERMERE 34786 FL 20061101
1236 CYPRESS 90630 CA 20061201
1237 KAPOLEI 96707 HI 20061101
1238 FALLS CHURCH 22043 VA 20061201
1239 FENWICK ISLAND 19944 DE 20061201
1240 CYPRESS 90630 CA 20061201
1241 NORTH EAST 21901 MD 20061101
1242 YORK 3909 ME 20061201
1243 LOS ANGELES 90291 CA 20061101
1244 SCOTTSDALE 85262 AZ 20061201
1245 Newark 7112 NJ 20061101
1246 LAS VEGAS 89149 NV 20061101
1247 AKRON 44307 OH 20061001
1248 AKRON 44306 OH 20061001
1249 AKRON 44320 OH 20061001
1250 Newport 17074 PA 20061101
1251 AKRON 44307 OH 20061001
1252 PORTSMOUTH 23704 VA 20061001
1253 RICHMOND 23225 VA 20061001
1254 Chicago 60639 IL 20061001
1255 AKRON 44307 OH 20061001
1256 APPLE VALLEY 55124 MN 20060701
1257 BOSTON 2119 MA 20061101
1258 Grand Rapids 49505 MI 20061101
1259 GLEN ALLEN 23060 VA 20061101
1260 RUSKIN 33570 FL 20061101
1261 Salt Lake Cty 84118 UT 20061101
1262 EASLEY 29642 SC 20061201
1263 Dallas 75253 TX 20061201
1264 MESA 85201 AZ 20061101
1265 KEIZER 97303 OR 20061101
1266 Easton 18045 PA 20061101
1267 PETERSBURG 23805 VA 20061101
1268 Mesa 85210 AZ 20061101
1269 HUDSON 34669 FL 20061101
1270 Clementon 8021 NJ 20061101
1271 MIAMI 33190 FL 20061101
1272 Waukegan 60087 IL 20061001
1273 LOCKWOOD 89434 NV 20061201
1274 CECIL 15321 PA 20061101
1275 SOUTH GATE 90280 CA 20061101
1276 BALTIMORE 21229 MD 20061101
1277 Chicago 60612 IL 20061101
1278 MARIETTA 30064 GA 20061001
1279 CEDAR PARK 78613 TX 20061001
1280 HOUSTON 77067 TX 20061201
1281 DENVER 80221 CO 20061101
1282 UPPER MARLBORO 20774 MD 20061101
1283 DAYTONA BEACH 32118 FL 20060601
1284 JERSEY CITY 7305 NJ 20061101
1285 DAYTONA BEACH 32118 FL 20060601
1286 BIRMINGHAM 35216 AL 20061101
1287 LEHI 84043 UT 20061201
1288 SAINT PETERSBURG 33712 FL 20061201
1289 PERTH AMBOY 8861 NJ 20061101
1290 PHOENIX 85018 AZ 20061001
1291 EAST ORANGE 7017 NJ 20061201
1292 TEMPE 85281 AZ 20061101
1293 SHOW LOW 85901 AZ 20061101
1294 ALSIP 60803 IL 20060701
1295 WALNUT COVE 27052 NC 20061101
1296 Forney 75126 TX 20061101
1297 Washington 20017 DC 20061101
1298 Southbury 6488 CT 20061101
1299 Little Rock 72205 AR 20061201
1300 JOLIET 60436 IL 20061101
1301 HIGHLAND PARK 60035 IL 20061201
1302 MONTGOMERY 36109 AL 20061201
1303 Glendale 85303 AZ 20061101
1304 PHOENIX 85043 AZ 20061201
1305 CARSON CITY 89701 NV 20061101
1306 PHOENIX 85041 AZ 20061101
1307 ORLANDO 32826 FL 20060901
1308 DAYTONA BEACH 32118 FL 20060601
1309 North Las Vegas 89030 NV 20061201
1310 RIVERDALE 30296 GA 20061101
1311 Forest Park 30297 GA 20061101
1312 MIAMI 33147 FL 20060801
1313 ROANOKE 24012 VA 20061201
1314 Aurora 60505 IL 20061101
1315 WARREN 44483 OH 20061101
1316 Tamarac 33319 FL 20061101
1317 Tampa 33607 FL 20061101
1318 Little Elm 75068 TX 20061101
1319 Orlando 32827 FL 20061101
1320 Waukegan 60085 IL 20061001
1321 Winder 30680 GA 20060901
1322 CEDAR FALLS 50613 IA 20061101
1323 HENDERSON 89015 NV 20061001
1324 Reading 19604 PA 20061101
1325 MESQUITE 75150 TX 20061101
1326 APOPKA 32712 FL 20061001
1327 Buies Creek 27506 NC 20060901
1328 DESOTO 75115 TX 20061101
1329 RIDGECREST 93555 CA 20061101
1330 Federal Way 98003 WA 20061001
1331 COVINGTON 30016 GA 20061001
1332 Arvin 93203 CA 20061101
1333 Phoenix 85009 AZ 20061101
1334 TUKWILA 98168 WA 20061201
1335 Sterling 20164 VA 20061001
1336 ATLANTA 30326 GA 20061001
1337 Seagoville 75159 TX 20061001
1338 Red Lion 17356 PA 20061001
1339 Anna 75409 TX 20061001
1340 EL MIRAGE 85335 AZ 20061101
1341 COLUMBUS 43211 OH 20061101
1342 STONE MOUNTAIN 30088 GA 20061001
1343 STOCKBRIDGE 30281 GA 20061001
1344 O Fallon 62269 IL 20061101
1345 SAINT PAUL 55106 MN 20061001
1346 Show Low 85901 AZ 20061101
1347 LAS VEGAS 89103 NV 20061101
1348 Keizer 97303 OR 20061101
1349 Detroit 48207 MI 20061101
1350 College Station 77840 TX 20061101
1351 Columbus 43204 OH 20060901
1352 TUCSON 85711 AZ 20061101
1353 DENVER 80220 CO 20061201
1354 Lawndale 90260 CA 20061101
1355 Florence 85232 AZ 20061101
1356 Portland 97230 OR 20061101
1357 MC KINNEY 75070 TX 20061001
1358 HOUSTON 77093 TX 20061101
1359 Chicago 60827 IL 20061101
1360 TUCSON 85705 AZ 20061101
1361 LOUISVILLE 40229 KY 20061101
1362 OSWEGO 60543 IL 20061101
1363 Parker 80134 CO 20061101
1364 GOODYEAR 85338 AZ 20061201
1365 Taylors 29687 SC 20061101
1366 PALM DESERT 92260 CA 20060601
1367 PORT ANGELES 98382 WA 20061101
1368 GIRARD 44420 OH 20061101
1369 Anaheim 92805 CA 20061201
1370 Salt Lake City 84103 UT 20061101
1371 RIVERDALE 30274 GA 20061101
1372 WARREN 44483 OH 20061101
1373 Columbus 43214 OH 20061101
1374 COLORADO SPRINGS 80916 CO 20061101
1375 W LINN 97068 OR 20061101
1376 HESPERIA 92345 CA 20061101
1377 DENVER 80205 CO 20061101
1378 Cypress 77429 TX 20061101
1379 PHOENIX 85019 AZ 20061101
1380 YAKIMA 98902 WA 20061101
1381 YAKIMA 98902 WA 20061101
1382 Lehigh Acres 33972 FL 20061201
1383 LITHIA SPGS 30122 GA 20061101
1384 McDonough 30253 GA 20060901
1385 TUCSON 85713 AZ 20061001
1386 EL MIRAGE 85335 AZ 20061101
1387 MORENO VALLEY 92555 CA 20060801
1388 Austin 78744 TX 20061101
1389 Austin 78744 TX 20061101
1390 Austin 78744 TX 20061101
1391 Glendale 85303 AZ 20061101
1392 GEORGETOWN 40324 KY 20061101
1393 Pflugerville 78660 TX 20061001
1394 ACWORTH 30102 GA 20061101
1395 NEWARK 7114 NJ 20061101
1396 PHOENIX 85006 AZ 20061101
1397 BALL GROUND 30107 GA 20061101
1398 DELMAR 19940 DE 20061101
1399 MESA 85203 AZ 20061101
1400 COLUMBUS 43211 OH 20061001
1401 BALTIMORE 21217 MD 20061101
1402 CASPER 82609 WY 20061101
1403 APACHE JUNCTION 85220 AZ 20061001
1404 CHARLOTTE 28227 NC 20061101
1405 LAKELAND 33810 FL 20061001
1406 Saint Paul 55106 MN 20061101
1407 HAMILTON 45015 OH 20061001
1408 DECATUR 30032 GA 20061001
1409 HAGERSTOWN 21740 MD 20061001
1410 BLUE MOUND 76131 TX 20061101
1411 Katy 77494 TX 20061101
1412 Phoenix 85017 AZ 20061001
1413 PHOENIX 85029 AZ 20061101
1414 Tampa 33604 FL 20061101
1415 EULESS 76040 TX 20061101
1416 MERIDIAN 83642 ID 20061101
1417 Orlando 32835 FL 20061201
1418 NORCROSS 30093 GA 20061001
1419 HOLLY SPRINGS 27540 NC 20061001
1420 Moore Haven 33471 FL 20061001
1421 Moore Haven 33471 FL 20061001
1422 Moore Haven 33471 FL 20061001
1423 Moore Haven 33471 FL 20061001
1424 LOUISVILLE 40220 KY 20061101
1425 Austin 78744 TX 20061101
1426 PITTSBURG 75686 TX 20061201
1427 Fountain Inn 29644 SC 20061101
1428 CLARKSTON 30021 GA 20061001
1429 LAS VEGAS 89108 NV 20061101
1430 Philadelphia 19134 PA 20061001
1431 Las Vegas 89121 NV 20061101
1432 Philadelphia 19147 PA 20061101
1433 ABERDEEN 21001 MD 20061001
1434 RIDGECREST 93555 CA 20061001
1435 HOUSTON 77053 TX 20061001
1436 Henderson 89011 NV 20061201
1437 Phoenix 85008 AZ 20061101
1438 Delano 93215 CA 20061001
1439 Sherman 6784 CT 20061001
1440 PHOENIX 85042 AZ 20061101
1441 Belen 87002 NM 20061001
1442 SHEBOYGAN 53081 WI 20061001
1443 PALM HARBOR 34683 FL 20061001
1444 Palm Harbor 34683 FL 20061001
1445 Sarasota 34237 FL 20061101
1446 DURHAM 27703 NC 20061201
1447 Fort Worth 76112 TX 20060901
1448 Jacksonville 32205 FL 20061001
1449 Spencer 28159 NC 20060901
1450 Margate 33063 FL 20061001
1451 Murrieta 92563 CA 20060901
1452 JACKSONVILLE 32211 FL 20061101
1453 Bloomfield Hills 48302 MI 20061001
1454 Harrison 7029 NJ 20061201
1455 Chandler 85224 AZ 20061001
1456 Beaverton 97006 OR 20060901
1457 COLLEGE PARK 30349 GA 20060901
1458 Shaker Heights 44122 OH 20061101
1459 Mill Valley 94941 CA 20060901
1460 Allendale 49401 MI 20060901
1461 Lexington 40505 KY 20061001
1462 Los Angeles 90016 CA 20061101
1463 Frederick 21702 MD 20061001
1464 Naperville 60564 IL 20061001
1465 LAS VEGAS 89123 NV 20061001
1466 LUBBOCK 79424 TX 20061101
1467 BALTIMORE 21239 MD 20061001
1468 PHOENIX 85029 AZ 20061101
1469 Woodbridge 22192 VA 20061201
1470 VIRGINIA BCH 23462 VA 20061101
1471 Kenner 70062 LA 20060801
1472 ARLETA 91331 CA 20060701
1473 PROSPECT 6712 CT 20060901
1474 Melbourne 32901 FL 20060701
1475 LEWISVILLE 75057 TX 20061001
1476 CHAPIN 29036 SC 20060101
1477 FAIRBURN 30213 GA 20060401
1478 TIERRA VERDE 33715 FL 20060601
1479 Raleigh 27610 NC 20061101
1480 Manassas 20111 VA 20061201
1481 SNOHOMISH 98296 WA 20061201
1482 Cumming 30040 GA 20061101
1483 Kissimmee 34747 FL 20061201
1484 PHOENIX 85021 AZ 20061201
1485 Baltimore City 21206 MD 20061101
1486 Apopka 32712 FL 20061101
1487 Riverdale 30296 GA 20061001
1488 Orlando 32828 FL 20061001
1489 Fort Myers 33912 FL 20070101
1490 Jamaica Plain 2130 MA 20070101
1491 CARROLLTON 75006 TX 20070101
1492 WOODSTOCK 30189 GA 20070101
1493 CEDAR PARK 78613 TX 20061101
1494 COLORADO SPRINGS 80906 CO 20061201
1495 HUDSON 34669 FL 20061201
1496 SILVER TORN 80498 CO 20061201
1497 MILWAUKEE 53212 WI 20061201
1498 HENDERSON 89044 NV 20061201
1499 Portland 97215 OR 20061201
1500 APPLETON 54911 WI 20061201
1501 MEMPHIS 38128 TN 20061201
1502 Sacramento 95825 CA 20061201
1503 MARIETTA 30066 GA 20061201
1504 COLUMBUS 43211 OH 20061201
1505 San Francisco 94105 CA 20061201
1506 MIAMI 33145 FL 20061201
1507 ANNANDALE 22003 VA 20061201
1508 Bolingbrook 60490 IL 20061201
1509 LAS VEGAS 89131 NV 20061201
1510 DOUGLASVILLE 30134 GA 20061201
1511 PHOENIX 85009 AZ 20061201
1512 Riverview 33569 FL 20061001
1513 CONCORD 28025 NC 20061201
1514 TAMPA 33637 FL 20061201
1515 Oak Hills 92344 CA 20061201
1516 Chicago 60618 IL 20070101
1517 DETROIT 48227 MI 20061101
1518 Tucson 85717 AZ 20061101
1519 BALTIMORE 21224 MD 20061101
1520 WASHINGTON 20011 DC 20061101
1521 GLENDALE 85303 AZ 20061101
1522 GLENDALE 85303 AZ 20061101
1523 ARLINGTON 22204 VA 20061201
1524 Surprise 85374 AZ 20061101
1525 CASA GRANDE 85222 AZ 20061101
1526 Baltimore 21218 MD 20061101
1527 SARASOTA 34241 FL 20061101
1528 Milwaukee 53216 WI 20061101
1529 Tucson 85704 AZ 20061101
1530 MOORESVILLE 28117 NC 20061101
1531 Oakland 94605 CA 20061101
1532 Carrollton 75007 TX 20061101
1533 Los Angeles 90011 CA 20061101
1534 North Charleston 29420 SC 20061101
1535 DENVER 80212 CO 20061101
1536 Oak Hill 20171 VA 20061001
1537 Deptford 8096 NJ 20060901
1538 Pottstown 19465 PA 20061101
1539 Coatesville 19320 PA 20061001
1540 Milton 19968 DE 20061101
1541 Brockton 2301 MA 20061101
1542 GRANGER 84119 UT 20061201
1543 Greensboro 27403 NC 20061101
1544 BOISE 83709 ID 20061201
1545 Laurel 19956 DE 20061001
1546 SAINT PAUL 55106 MN 20061101
1547 El Mirage 85335 AZ 20061101
1548 COLUMBUS 43228 OH 20061101
1549 Downey 90241 CA 20061201
1550 KNOXVILLE 37914 TN 20061201
1551 COLUMBUS 43207 OH 20061101
1552 KNOXVILLE 37914 TN 20061201
1553 PAWLEYS ISLAND 29585 SC 20061101
1554 HOUSTON 77086 TX 20061101
1555 MANASSAS 20111 VA 20061101
1556 HOUSTON 77012 TX 20061101
1557 COVINGTON 30016 GA 20061101
1558 Beaumont 77706 TX 20061101
1559 WINTER PARK 32789 FL 20061201
1560 TUCSON 85710 AZ 20061101
1561 LAWRENCEVILLE 30045 GA 20061101
1562 Commerce 30529 GA 20061101
1563 ATLANTA 30318 GA 20061101
1564 Naples 34120 FL 20061101
1565 Tacoma 98405 WA 20061101
1566 Daly City 94015 CA 20061101
1567 Portsmouth 23702 VA 20061101
1568 Portsmouth 23704 VA 20061101
1569 West Palm Beach 33401 FL 20061201
1570 Orlando 32837 FL 20061201
1571 Santa Monica 90401 CA 20061101
1572 Grand Prairie 75052 TX 20061201
1573 WATERTOWN 53098 WI 20061101
1574 SEMINOLE 33772 FL 20061101
1575 Desert Hot Springs 92240 CA 20061101
1576 TUCSON 85713 AZ 20061101
1577 Nashua 3060 NH 20061101
1578 DULUTH 55811 MN 20061201
1579 KISSIMMEE 34744 FL 20061101
1580 Gambrills 21054 MD 20061101
1581 Chandler 85228 AZ 20061101
1582 NEW PORT RICHEY 34562 FL 20061101
1583 LAS VEGAS 89107 NV 20061101
1584 Lehigh Acres 33936 FL 20061201
1585 Savannah 31419 GA 20061101
1586 Savannah 31419 GA 20061101
1587 Chicago 60623 IL 20061101
1588 Cntry Clb Hls 60478 IL 20061101
1589 GREELEY 80634 CO 20061201
1590 STERLING 20164 VA 20061101
1591 Millville 8332 NJ 20061001
1592 MANASSAS 20110 VA 20061101
1593 LITHONIA 30058 GA 20061101
1594 SALT LAKE CITY 84104 UT 20061101
1595 Deltona 32725 FL 20061001
1596 Miramar 33025 FL 20061101
1597 Chicago 60623 IL 20061001
1598 Charlotte 28262 NC 20061001
1599 NORTH BERGEN 7047 NJ 20061001
1600 Hayes 23072 VA 20061001
1601 CICERO 60804 IL 20060801
1602 Lehigh Acres 33936 FL 20061201
1603 Fountain Hills 85268 AZ 20060901
1604 Phoenix 85008 AZ 20060901
1605 NEWARK 7108 NJ 20060901
1606 Loveland 80537 CO 20061001
1607 Land O Lakes 34639 FL 20061001
1608 LEXINGTON 29072 SC 20061001
1609 MONTGOMERY 60538 IL 20061101
1610 ZEPHYRHILLS 33541 FL 20061001
1611 UPLAND 91786 CA 20061201
1612 Indianapolis 46228 IN 20061101
1613 YUBA CITY 95991 CA 20061101
1614 Pleasantville 8232 NJ 20061101
1615 Franklin 46131 IN 20061001
1616 MURRIETA 92562 CA 20061201
1617 TUCSON 85746 AZ 20061101
1618 STOCKTON 95207 CA 20061101
1619 NORFOLK 23523 VA 20060701
1620 BALTIMORE 21212 MD 20060901
1621 OAK ISLAND 28465 NC 20061201
1622 HOLDEN BEACH 28462 NC 20061201
1623 Monticello 31064 GA 20061101
1624 Portsmouth 23702 VA 20061001
1625 Sunrise 33351 FL 20061101
1626 Carrollton 30116 GA 20061101
1627 WESTCHESTER 60154 IL 20061201
1628 CASSELBERRY 32707 FL 20061101
1629 HANNIBAL 63401 MO 20061101
1630 Glen Head 11545 NY 20061201
1631 HOUSTON 77077 TX 20061201
1632 Chesterfield 23832 VA 20061201
1633 San Jose 95122 CA 20061201
1634 MONTGOMERY 77356 TX 20061201
1635 HERNDON 20170 VA 20061201
1636 WILLIAMSTON 29697 SC 20061201
1637 Queen City 75572 TX 20061201
1638 LAS VEGAS 89139 NV 20061201
1639 SWANSEA 2777 MA 20061201
1640 LAWRENCEVILLE 8648 NJ 20061201
1641 NEWARK 94560 CA 20061101
1642 York 17406 PA 20061101
1643 Vancouver 98684 WA 20061201
1644 Republic 65738 MO 20061201
1645 Buckeye 85396 AZ 20061201
1646 POUGHKEEPSIE 12603 NY 20061101
1647 ORLANDO 32829 FL 20061101
1648 HUDSON 34667 FL 20061201
1649 Fort Worth 76140 TX 20061201
1650 Fort Worth 76140 TX 20061201
1651 SOUTH TUCSON 85713 AZ 20061201
1652 Dawsonville 30534 GA 20061101
1653 Mesa 85207 AZ 20061201
1654 Norcross 30093 GA 20061201
1655 PORTLAND 97202 OR 20061101
1656 Macon 31204 GA 20061001
1657 ST PETERSBURG 33713 FL 20061201
1658 East Chicago 46312 IN 20061201
1659 ARLINGTON 22204 VA 20061201
1660 BOWIE 20715 MD 20061201
1661 SCOTTSDALE 85258 AZ 20061201
1662 PALM COAST 32164 FL 20061201
1663 Henderson 89012 NV 20061101
1664 SAN FRANCISCO 94132 CA 20061201
1665 Orlando 32811 FL 20061201
1666 Bridgeport 6606 CT 20061201
1667 BALTIMORE 21207 MD 20061201
1668 INDENPENDENCE 64050 MO 20061201
1669 MIAMI 33015 FL 20061201
1670 RIVERVIEW 33569 FL 20061201
1671 KISSIMMEE 34741 FL 20061201
1672 Manassas Park 20111 VA 20061201
1673 CHARLOTTE 28208 NC 20061201
1674 Myrtle Beach 29582 SC 20061201
1675 San Jose 95127 CA 20061201
1676 Ashburn 20147 VA 20061201
1677 Leesburg 34748 FL 20061201
1678 BALTIMORE 21223 MD 20061201
1679 Aurora 80010 CO 20061201
1680 Homosassa 34446 FL 20061201
1681 NEW BRIT 6051 CT 20061201
1682 COLUMBIA 29229 SC 20061201
1683 Las Vegas 89139 NV 20061201
1684 Casa Grande 85222 AZ 20061201
1685 Mc Lean 22102 VA 20061201
1686 Orlando 32808 FL 20061201
1687 Plainfield 7063 NJ 20061201
1688 GARFIELD HEIGHTS 44125 OH 20061201
1689 Tuscumbia 35674 AL 20061101
1690 Tampa 33629 FL 20061201
1691 TAMPA 33619 FL 20061201
1692 GLENDALE 85302 AZ 20061201
1693 HENDERSON 89014 NV 20061201
1694 LYNDHURST 44124 OH 20061101
1695 LAUGHLIN 89029 NV 20061101
1696 AVONDALE 85323 AZ 20061201
1697 NORTH MIAMI BEACH 33161 FL 20061201
1698 Knightdale 27545 NC 20061101
1699 Atlanta 30312 GA 20061101
1700 Loganville 30052 GA 20061101
1701 Sun City West 85375 AZ 20061201
1702 Kissimmee 34746 FL 20061201
1703 Spring Hill 34609 FL 20061201
1704 GOODYEAR 85338 AZ 20061201
1705 FAIRFIELD 52556 IA 20061201
1706 LAS VEGAS 89178 NV 20061101
1707 ORLANDO 32835 FL 20061201
1708 KILLEEN 76542 TX 20061201
1709 GLENDALE 91206 CA 20061201
1710 Herriman 84065 UT 20061101
1711 Nixa 65714 MO 20061201
1712 Lilburn 30047 GA 20061201
1713 Atlanta 30328 GA 20061201
1714 Apple Valley 92307 CA 20061101
1715 Denver 80216 CO 20061101
1716 Hyattsville 20781 MD 20061101
1717 Mesa 85203 AZ 20061201
1718 MESA 85208 AZ 20061201
1719 ATLANTA 30344 GA 20061201
1720 HOLIDAY HILLS 60050 IL 20061201
1721 PRESCOTT 86303 AZ 20060801
1722 Steubenville 43952 OH 20061101
1723 VERNAL 84078 UT 20061201
1724 BELTSVILLE 20705 MD 20061201
1725 College Park 20740 MD 20061201
1726 Visalia 93291 CA 20061001
1727 Minneapolis 55423 MN 20061001
1728 ASHBURN 20147 VA 20061101
1729 Buckeye 85396 AZ 20061101
1730 COVINGTON 30016 GA 20061101
1731 Valrico 33594 FL 20061201
1732 CORCORAN 93212 CA 20061101
1733 Atlanta 30354 GA 20061101
1734 San Antonio 78237 TX 20061101
1735 GREEN BAY 54303 WI 20061101
1736 Gautier 39553 MS 20061001
1737 Hilton Head Island 29928 SC 20061201
1738 AZLE 76020 TX 20061101
1739 CLAYTON 27520 NC 20061101
1740 Los Angeles 90008 CA 20061201
1741 RIO RICO 85648 AZ 20061201
1742 TOMBALL 77375 TX 20061201
1743 Aurora 60502 IL 20061201
1744 Atlanta 30314 GA 20061201
1745 RENO 89511 NV 20061201
1746 Beloit 53511 WI 20061101
1747 Spring Hill 34609 FL 20061101
1748 ALEXANDRIA 22312 VA 20061101
1749 Flint 48504 MI 20061201
1750 PHOENIX 85023 AZ 20061201
1751 FORT WORTH 76105 TX 20061201
1752 BETTENDORF 52722 IA 20061101
1753 Concord 94520 CA 20061101
1754 Egg Harbor Township 8234 NJ 20061101
1755 PHOENIX 85032 AZ 20061201
1756 PLAINS TOWNSHIP 18702 PA 20061101
1757 ATHENS 35613 AL 20061101
1758 Channelview 77530 TX 20060901
1759 PALM BAY 32909 FL 20061201
1760 KNOXVILLE 37938 TN 20061201
1761 Champions Gate 33837 FL 20061201
1762 Sanford 32771 FL 20061201
1763 Anthem 85086 AZ 20061201
1764 SAN ANTONIO 78233 TX 20061101
1765 PHOENIX 85009 AZ 20061201
1766 Allentown 18104 PA 20061101
1767 AVONDALE 85323 AZ 20061201
1768 FORT WORTH 76179 TX 20061201
1769 EL PASO 79938 TX 20061101
1770 BALTIMORE 21212 MD 20061201
1771 LAKELAND 33810 FL 20061101
1772 Ashburn 20147 VA 20061101
1773 FORT WORTH 76179 TX 20061201
1774 LAMARQUE 77588 TX 20061201
1775 ATLANTA 30318 GA 20061201
1776 Reynoldsburg 43068 OH 20061201
1777 Land O Lakes 34638 FL 20061101
1778 CLEVELAND 44121 OH 20061201
1779 CLEVELAND 44121 OH 20061201
1780 Mountain House 95391 CA 20061201
1781 Falls Church 22043 VA 20061101
1782 RICHMOND 23234 VA 20061201
1783 INDIANAPOLIS 46226 IN 20061101
1784 FORT WORTH 76179 TX 20061201
1785 Greensboro 27410 NC 20061101
1786 RALEIGH 27610 NC 20061201
1787 Yucaipa 92399 CA 20061201
1788 Raleigh 27604 NC 20061101
1789 JACKSONVILLE 32277 FL 20061101
1790 LAS VEGAS 89110 NV 20061101
1791 MILWAUKEE 53215 WI 20061101
1792 Philadelphia 19126 PA 20061101
1793 MARYSVILLE 98270 WA 20061201
1794 MARYSVILLE 98270 WA 20061201
1795 Seattle 98178 WA 20061201
1796 Kissimmee 34744 FL 20061201
1797 TEMECULA 92591 CA 20061201
1798 MILWAUKEE 53218 WI 20061101
1799 Orlando 32832 FL 20061101
1800 Orlando 32832 FL 20061101
1801 Las Vegas 89108 NV 20061101
1802 Orlando 32832 FL 20061101
1803 Harrisburg 28075 NC 20061101
1804 Prineville 97754 OR 20061101
1805 Greenwood 46143 IN 20061201
1806 HENDRICKS 46234 IN 20061201
1807 Lewiston 83501 ID 20061201
1808 Gaithersburg 20878 MD 20061201
1809 Tehachapi 93561 CA 20061101
1810 Bluffton 29910 SC 20061201
1811 QUEEN CREEK 85243 AZ 20061101
1812 TOOELE 84074 UT 20061201
1813 PHOENIX 85029 AZ 20061101
1814 CHICORA 16025 PA 20061101
1815 WAXHAW 28173 NC 20061201
1816 HIXTON 54635 WI 20061101
1817 Painesville 44077 OH 20061201
1818 Pembroke Pines 33025 FL 20061201
1819 NEWARK 7107 NJ 20061201
1820 North Charleston 29418 SC 20061101
1821 SAINT LOUIS 63113 MO 20061101
1822 JERSEY CITY 7305 NJ 20061101
1823 PHOENIX 85042 AZ 20061101
1824 Detroit 48221 MI 20061201
1825 Jacksonville 32208 FL 20061101
1826 SCOTTSDALE 85255 AZ 20061201
1827 ESTERO 33928 FL 20061101
1828 HAPPY VALLEY 97015 OR 20061101
1829 Port St Lucie 34953 FL 20061201
1830 OCALA 34481 FL 20061201
1831 SANFORD 32771 FL 20061101
1832 West Palm Beach 33401 FL 20061101
1833 OLATHE 66062 KS 20061101
1834 Orlando 32809 FL 20061201
1835 Mercer Island 98040 WA 20061101
1836 LAWRENCEVILLE 30044 GA 20061201
1837 AURORA 80013 CO 20061101
1838 Pleasant Grove 35127 AL 20061201
1839 Union City 30291 GA 20061101
1840 Fox Lake 60020 IL 20061101
1841 SNELLVILLE 30039 GA 20061201
1842 New Richmond 45157 OH 20061101
1843 Atlanta 30315 GA 20061101
1844 Atlanta 30314 GA 20061101
1845 Sanford 32771 FL 20061201
1846 Paterson 7501 NJ 20061101
1847 Yorkville 60560 IL 20061101
1848 Cape Coral 33914 FL 20061201
1849 PHOENIX 85015 AZ 20061101
1850 Alameda 94501 CA 20061201
1851 LAKEWOOD 90712 CA 20061101
1852 PATERSON 7513 NJ 20061201
1853 TROY 12180 NY 20061201
1854 SALT LAKE CITY 84116 UT 20061101
1855 Chandler 85248 AZ 20061101
1856 MARICOPA 85239 AZ 20061101
1857 HOUSTON 77073 TX 20061101
1858 Washington 20010 DC 20061201
1859 Baltimore 21215 MD 20061201
1860 DOVER 19901 DE 20061101
1861 Saint Johns 85936 AZ 20061101
1862 St. Petersburg 33701 FL 20061001
1863 Pomona Park 32181 FL 20061101
1864 North Port 34286 FL 20061201
1865 BURGAW 28425 NC 20061201
1866 MURRELLS INLET 29576 SC 20061201
1867 JONESBORO 30238 GA 20061101
1868 GEORGETOWN 29440 SC 20061101
1869 ARIZONA CITY 85223 AZ 20061101
1870 LAS VEGAS 89115 NV 20061201
1871 Parker 80134 CO 20061201
1872 NORTH BETHESDA 20852 MD 20061101
1873 SALTTLE 98107 WA 20061101
1874 Rexburg 83440 ID 20061101
1875 Fort Worth 76179 TX 20061201
1876 ELOY 85231 AZ 20061201
1877 ELOY 85231 AZ 20061201
1878 Naples 34104 FL 20060801
1879 WAXHAW 28173 NC 20061201
1880 UPPER MARLBORO 20774 MD 20061201
1881 Venetia 15367 PA 20061101
1882 GRANTSVILLE 84029 UT 20061201
1883 Eastpoint 32328 FL 20061201
1884 Daly City 94014 CA 20061201
1885 Aurora 80017 CO 20061201
1886 PHOENIX 85085 AZ 20061201
1887 Reading 19606 PA 20061201
1888 Hudson 34667 FL 20061201
1889 Locust Grove 30248 GA 20061201
1890 Stockbridge 30281 GA 20061201
1891 Jacksonville 32246 FL 20061201
1892 Vineland 8360 NJ 20061201
1893 Anniston 36206 AL 20061201
1894 ANNANDALE 22003 VA 20061201
1895 WOODBURY 55125 MN 20061201
1896 Auburn 98092 WA 20061201
1897 Albany 97321 OR 20061201
1898 COLORADO SPRINGS 80907 CO 20061201
1899 Plant City 33566 FL 20061201
1900 North Plainfield 7060 NJ 20061201
1901 Ridgefield Park 7660 NJ 20061201
1902 Denver 80233 CO 20061201
1903 GLENDALE 85302 AZ 20061201
1904 Vancouver 98683 WA 20061201
1905 Algonquin 92860 IL 20061201
1906 Easton 21601 MD 20061201
1907 BELTSVILLE 20705 MD 20061201
1908 PHOENIX 85085 AZ 20061201
1909 GAITHERSBURG 20878 MD 20061201
1910 ERIE 80516 CO 20061201
1911 LEHIGH 33971 FL 20061201
1912 Denver 80220 CO 20061201
1913 Shelby Township 48315 MI 20061201
1914 SANTA ANA 92707 CA 20061201
1915 Absecon 8201 NJ 20061201
1916 Newark 7108 NJ 20061201
1917 Willingboro 8046 NJ 20061201
1918 West Palm Beach 33401 FL 20061201
1919 HAMILTON TOWNSHIP 8330 NJ 20061201
1920 Dixon 95620 CA 20061201
1921 POWDER SPGS 30127 GA 20061201
1922 Newark 7114 NJ 20061201
1923 STOCKTON 95204 CA 20060901
1924 PLAINFIELD 60544 IL 20061201
1925 Reunion 34747 FL 20061201
1926 CHESAPEAKE 23320 VA 20061201
1927 Salt Lake City 84104 UT 20061201
1928 Tampa 33610 FL 20061201
1929 VAN NUYS 91406 CA 20061201
1930 Seattle 98146 WA 20061101
1931 PHOENIX 85040 AZ 20061101
1932 LAS VEGAS 89141 NV 20061201
1933 Reunion 34747 FL 20061201
1934 Las Vegas 89179 NV 20061101
1935 READING 1867 MA 20061201
1936 TACOMA 98405 WA 20061201
1937 MAPLE GROVE 55311 MN 20061201
1938 OCONTO 54153 WI 20061201
1939 EAGLE MOUNTAIN 84005 UT 20061201
1940 MAPLE GROVE 55311 MN 20061201
1941 LAS VEGAS 89156 NV 20061201
1942 Salt Lake City 84106 UT 20061201
1943 NORTH LAS VEGAS 89030 NV 20061201
1944 Kissimmee 34741 FL 20061201
1945 Orlando 32824 FL 20061201
1946 KISSIMMEE 34747 FL 20061101
1947 REDMOND 97756 OR 20061201
1948 SCOTTSDALE 85251 AZ 20061201
1949 DENVER 80227 CO 20061001
1950 COOLIDGE 85228 AZ 20061201
1951 Fort Washington 20744 MD 20061201
1952 Beltsville 20705 MD 20061201
1953 Valrico 33594 FL 20061001
1954 Round Rock 78664 TX 20060901
1955 Woodbridge 22191 VA 20061201
1956 Clarksburg 20871 MD 20061101
1957 BROOKLYN 21225 MD 20061201
1958 CORONA 92883 CA 20061201
1959 LAS VEGAS 89121 NV 20061101
1960 HUNTINGTON BEACH 92647 CA 20061201
1961 Alvin 77511 TX 20061201
1962 CEDAR RAPIDS 52402 IA 20061201
1963 Wingate 28174 NC 20061201
1964 PARKVILLE 21234 MD 20061201
1965 WASHINGTON 20018 DC 20061101
1966 Jacksonville 32220 FL 20061201
1967 WINGATE 28110 NC 20061101
1968 AURORA 80015 CO 20061201
1969 AUSTIN 78702 TX 20061201
1970 SAINT PETERSBURG 33702 FL 20061201
1971 MANSFIELD 76063 TX 20061201
1972 W JORDAN 84088 UT 20061201
1973 SOUTH JORDAN 84095 UT 20061201
1974 ANNAPOLIS 21403 MD 20061201
1975 NAPERVILLE 60564 IL 20061201
1976 North Bergen 7047 NJ 20061201
1977 Weston 33326 FL 20061201
1978 YUCCA VALLEY 92284 CA 20061201
1979 LAS VEGAS 89113 NV 20061201
1980 Los Angeles 90048 CA 20061201
1981 Land O Lakes 34639 FL 20061201
1982 Ridgefield Park 7660 NJ 20061201
1983 Greenacres 33463 FL 20061201
1984 AUSTIN 78702 TX 20061201
1985 Katy 77449 TX 20061101
1986 UNION CITY 30291 GA 20061201
1987 MILWAUKEE 53206 WI 20061201
1988 CHANDLER 85225 AZ 20061201
1989 Alexandria 22311 VA 20061201
1990 Elizabethtown 42701 KY 20061201
1991 Pittsburgh 15234 PA 20061201
1992 San Francisco 94112 CA 20061201
1993 PHOENIX 85009 AZ 20061201
1994 Washington 20010 DC 20061101
1995 Alexandria 22309 VA 20061201
1996 CHICAGO 60624 IL 20061001
1997 AURORA 80015 CO 20061201
1998 Port Charlotte 33953 FL 20061101
1999 Pleasantville 8232 NJ 20061201
2000 SANFORD 32773 FL 20061201
2001 Bristol 5443 VT 20061101
2002 WOODBURN 97071 OR 20061201
2003 California City 93505 CA 20061201
2004 Union City 30291 GA 20061101
2005 CANTERBURY 6331 CT 20061201
2006 IRVINE 92620 CA 20061201
2007 Greenacres 33463 FL 20061201
2008 Coral Springs 33065 FL 20061201
2009 Little Elm 75068 TX 20061201
2010 REX 30273 GA 20061201
2011 SHOW LOW 85901 AZ 20061201
2012 Baltimore 21224 MD 20061201
2013 LEHI 84043 UT 20061201
2014 San Antonio 78239 TX 20061201
2015 LAS VEGAS 89145 NV 20061201
2016 Wylie 75098 TX 20061201
2017 RENO 89512 NV 20061001
2018 Paterson 7504 NJ 20061201
2019 SUMMERVILLE 29485 SC 20061201
2020 AUSTIN 55912 MN 20061201
2021 Plainfield 7060 NJ 20061201
2022 BRIGHTON 84121 UT 20061201
2023 Orlando 32822 FL 20061201
2024 CO SPGS 80919 CO 20061201
2025 North Hollywood 91601 CA 20061201
2026 SALT LAKE CITY 84101 UT 20061201
2027 Orlando 32837 FL 20061201
2028 WINNETKA 60093 IL 20061201
2029 MILLERS 23231 VA 20061201
2030 EL MIRAGE 85335 AZ 20061201
2031 The Woodlands 77382 TX 20070101
2032 Duncanville 75116 TX 20061201
2033 Jacksonville 32244 FL 20061201
2034 ROSEVILLE 95747 CA 20061201
2035 Lincoln City 97367 OR 20070101
2036 HICKORY HILLS 60457 IL 20061101
2037 BURBANK 60459 IL 20061201
2038 San Jose 95120 CA 20061001
2039 Fort Lauderdale 33316 FL 20061201
2040 Roslyn Heights 11577 NY 20061201
2041 Irvine 92614 CA 20061201
2042 Tujunga 91042 CA 20061201
2043 Los Angeles 90004 CA 20061201
2044 Flushing 11377 NY 20061201
2045 Chicago 60653 IL 20061201
LOAN_TO_VALUE COMBO_LTV MI MTG_INS
1 80 100 No MI NO MI
2 80 95 No MI NO MI
3 80 100 No MI NO MI
4 99.98000336 99.98 No MI NO MI
5 80 100 No MI NO MI
6 80 100 No MI NO MI
7 80 80 No MI NO MI
8 80 80 No MI NO MI
9 80 100 No MI NO MI
10 90 90 No MI NO MI
11 77.44999695 77.45 No MI NO MI
12 80 80 No MI NO MI
13 80 100 No MI NO MI
14 80 95 No MI NO MI
15 80 89.99 No MI NO MI
16 75 100 No MI NO MI
17 80 100 No MI NO MI
18 80 100 No MI NO MI
19 80 94.99 No MI NO MI
20 79.33000183 99.16 No MI NO MI
21 80 100 No MI NO MI
22 80 100 No MI NO MI
23 80 90 No MI NO MI
24 80 100 No MI NO MI
25 77.36000061 77.36 No MI NO MI
26 80 80 No MI NO MI
27 75 100 No MI NO MI
28 80 100 No MI NO MI
29 80 90 No MI NO MI
30 80 100 No MI NO MI
31 70 95 No MI NO MI
32 80 100 No MI NO MI
33 83.41000366 83.41 PMI LPMI
34 80 90 No MI NO MI
35 80 95 No MI NO MI
36 80 90 No MI NO MI
37 80 100 No MI NO MI
38 80 95 No MI NO MI
39 80 100 No MI NO MI
40 80 100 No MI NO MI
41 80 80 No MI NO MI
42 80 100 No MI NO MI
43 75 100 No MI NO MI
44 80 100 No MI NO MI
45 79.98999786 99.98 No MI NO MI
46 75 100 No MI NO MI
47 80 100 No MI NO MI
48 80 99.99 No MI NO MI
49 79.98999786 99.99 No MI NO MI
50 100 100 PMI LPMI
51 100 100 PMI LPMI
52 80 100 No MI NO MI
53 75 95 No MI NO MI
54 80 90 No MI NO MI
55 79.98999786 99.96 No MI NO MI
56 79.98999786 99.97 No MI NO MI
57 79.94999695 99.93 No MI NO MI
58 80 100 No MI NO MI
59 80 95 No MI NO MI
60 80 100 No MI NO MI
61 80 95 No MI NO MI
62 80 100 No MI NO MI
63 80 100 No MI NO MI
64 80 90 No MI NO MI
65 95 95 PMI LPMI
66 80 100 No MI NO MI
67 80 100 No MI NO MI
68 80 95 No MI NO MI
69 79.13999939 99.14 No MI NO MI
70 80 95 No MI NO MI
71 80 100 No MI NO MI
72 80 100 No MI NO MI
73 80 90 No MI NO MI
74 80 80 No MI NO MI
75 75 100 No MI NO MI
76 74.94999695 89.98 No MI NO MI
77 80 100 No MI NO MI
78 80 100 No MI NO MI
79 70 95 No MI NO MI
80 75 95 No MI NO MI
81 80 100 No MI NO MI
82 75 75 No MI NO MI
83 79.98999786 89.98 No MI NO MI
84 80 100 No MI NO MI
85 80 100 No MI NO MI
86 79.98999786 94.99 No MI NO MI
87 75 90 No MI NO MI
88 80 100 No MI NO MI
89 70 90 No MI NO MI
90 79.98000336 99.98 No MI NO MI
91 79.94999695 89.95 No MI NO MI
92 80 100 No MI NO MI
93 100 100 PMI LPMI
94 80 90 No MI NO MI
95 80 100 No MI NO MI
96 80 93.62 No MI NO MI
97 79.97000122 99.97 No MI NO MI
98 80 90 No MI NO MI
99 80 100 No MI NO MI
100 80 100 No MI NO MI
101 80 100 No MI NO MI
102 80 100 No MI NO MI
103 79.98999786 99.96 No MI NO MI
104 80 100 No MI NO MI
105 80 100 No MI NO MI
106 79.97000122 99.93 No MI NO MI
107 80 100 No MI NO MI
108 77.73000336 77.73 No MI NO MI
109 80 100 No MI NO MI
110 80 100 No MI NO MI
111 80 100 No MI NO MI
112 80 80 No MI NO MI
113 75.75 94.69 No MI NO MI
114 80 95 No MI NO MI
115 80 90 No MI NO MI
116 80 100 No MI NO MI
117 83.90000153 83.9 United Guaranty BPMI
118 80 100 No MI NO MI
119 80 100 No MI NO MI
120 75 100 No MI NO MI
121 80 100 No MI NO MI
122 75 100 No MI NO MI
123 75 90 No MI NO MI
124 100 100 PMI LPMI
125 100 100 PMI LPMI
126 100 100 PMI LPMI
127 80 90 No MI NO MI
128 80 100 No MI NO MI
129 80 100 No MI NO MI
130 100 100 PMI LPMI
131 100 100 PMI LPMI
132 80 95 No MI NO MI
133 70 95 No MI NO MI
134 80 100 No MI NO MI
135 100 100 PMI LPMI
136 98.20999908 98.21 PMI LPMI
137 80 90 No MI NO MI
138 100 100 PMI LPMI
139 74.98000336 94.98 No MI NO MI
140 80 100 No MI NO MI
141 80 100 No MI NO MI
142 80 100 No MI NO MI
143 74.98999786 99.64 No MI NO MI
144 80 95 No MI NO MI
145 79.98000336 94.98 No MI NO MI
146 80 100 No MI NO MI
147 100 100 PMI LPMI
148 100 100 PMI LPMI
149 80 90 No MI NO MI
150 80 100 No MI NO MI
151 80 100 No MI NO MI
152 75 100 No MI NO MI
153 75 100 No MI NO MI
154 80 88.71 No MI NO MI
155 80 100 No MI NO MI
156 80 100 No MI NO MI
157 80 100 No MI NO MI
158 100 100 PMI LPMI
159 80 80 No MI NO MI
160 80 95 No MI NO MI
161 80 100 No MI NO MI
162 80 100 No MI NO MI
163 80 100 No MI NO MI
164 80 100 No MI NO MI
165 80 100 No MI NO MI
166 80 100 No MI NO MI
167 79.98999786 99.97 No MI NO MI
168 75 100 No MI NO MI
169 80 100 No MI NO MI
170 80 95 No MI NO MI
171 79.93000031 99.92 No MI NO MI
172 80 100 No MI NO MI
173 100 100 PMI LPMI
174 70 87.06 No MI NO MI
175 75 100 No MI NO MI
176 80 100 No MI NO MI
177 80 100 No MI NO MI
178 80 100 No MI NO MI
179 80 80 No MI NO MI
180 80 95 No MI NO MI
181 80 100 No MI NO MI
182 80 100 No MI NO MI
183 80 100 No MI NO MI
184 80 100 No MI NO MI
185 80 95 No MI NO MI
186 80 100 No MI NO MI
187 80 100 No MI NO MI
188 80 95 No MI NO MI
189 80 95 No MI NO MI
190 80 100 No MI NO MI
191 80 100 No MI NO MI
192 80 100 No MI NO MI
193 70 100 No MI NO MI
194 80 100 No MI NO MI
195 80 100 No MI NO MI
196 80 100 No MI NO MI
197 80 100 No MI NO MI
198 80 100 No MI NO MI
199 80 100 No MI NO MI
200 80 100 No MI NO MI
201 80 100 No MI NO MI
202 100 100 PMI LPMI
203 100 100 PMI LPMI
204 75 75 No MI NO MI
205 70 70 No MI NO MI
206 75 95 No MI NO MI
207 100 100 PMI LPMI
208 79.98999786 99.97 No MI NO MI
209 80 100 No MI NO MI
210 80 100 No MI NO MI
211 80 100 No MI NO MI
212 79.98999786 99.95 No MI NO MI
213 79.98000336 99.95 No MI NO MI
214 79.98000336 99.96 No MI NO MI
215 80 100 No MI NO MI
216 79.97000122 94.97 No MI NO MI
217 79.98000336 99.97 No MI NO MI
218 79.98999786 79.99 No MI NO MI
219 94.98999786 94.99 PMI LPMI
220 80 80 No MI NO MI
221 80 80 No MI NO MI
222 79.98999786 89.99 No MI NO MI
223 100 100 PMI LPMI
224 80 99.48 No MI NO MI
225 62.06999969 62.07 No MI NO MI
226 100 100 PMI LPMI
227 85 85 PMI LPMI
228 69.76999664 90 No MI NO MI
229 74.70999908 74.71 No MI NO MI
230 80 100 No MI NO MI
231 80 100 No MI NO MI
232 80 100 No MI NO MI
233 80 94.99 No MI NO MI
234 80 100 No MI NO MI
235 80 100 No MI NO MI
236 80 80 No MI NO MI
237 80 80 No MI NO MI
238 80 80 No MI NO MI
239 80 80 No MI NO MI
240 80 100 No MI NO MI
241 75.01000214 75.01 No MI NO MI
242 57.13999939 57.14 No MI NO MI
243 61.22999954 61.23 No MI NO MI
244 80 95 No MI NO MI
245 80 80 No MI NO MI
246 80 80 No MI NO MI
247 80 89.98 No MI NO MI
248 80 100 No MI NO MI
249 80 80 No MI NO MI
250 75 75 No MI NO MI
251 52.04999924 52.05 No MI NO MI
252 62.68999863 62.69 No MI NO MI
253 86.73000336 86.73 Republic MIC BPMI
254 67.33000183 67.33 No MI NO MI
255 79.98999786 99.99 No MI NO MI
256 75 78.6 No MI NO MI
257 68.18000031 68.18 No MI NO MI
258 75 84.36 No MI NO MI
259 65 65 No MI NO MI
260 90 90 Republic MIC LPMI
261 87.65000153 87.65 Mortgage Guaranty In BPMI
262 77.55999756 77.56 No MI NO MI
263 70 82 No MI NO MI
264 79.98999786 89.99 No MI NO MI
265 77 77 No MI NO MI
266 80 100 No MI NO MI
267 80 100 No MI NO MI
268 90 90 PMI LPMI
269 74.98999786 74.99 No MI NO MI
270 80 100 No MI NO MI
271 79.98999786 99.99 No MI NO MI
272 80 92.31 No MI NO MI
273 80 100 No MI NO MI
274 75 75 No MI NO MI
275 80 80 No MI NO MI
276 80 100 No MI NO MI
277 70 90 No MI NO MI
278 70 95 No MI NO MI
279 80 100 No MI NO MI
280 80 90 No MI NO MI
281 80 100 No MI NO MI
282 100 100 PMI LPMI
283 66.16999817 66.17 No MI NO MI
284 74.80999756 74.81 No MI NO MI
285 80 100 No MI NO MI
286 80 100 No MI NO MI
287 80 100 No MI NO MI
288 75 95 No MI NO MI
289 80 100 No MI NO MI
290 80 100 No MI NO MI
291 90 90 Radian Guaranty BPMI
292 75 75 No MI NO MI
293 75 75 No MI NO MI
294 79.98999786 99.97 No MI NO MI
295 100 100 PMI LPMI
296 80 100 No MI NO MI
297 80 100 No MI NO MI
298 100 100 PMI LPMI
299 90 90 PMI LPMI
300 80 93.16 No MI NO MI
301 75 100 No MI NO MI
302 80 100 No MI NO MI
303 75 90 No MI NO MI
304 80 100 No MI NO MI
305 80 90 No MI NO MI
306 89.98999786 89.99 PMI LPMI
307 80 99.84 No MI NO MI
308 80 100 No MI NO MI
309 75 90 No MI NO MI
310 100 100 PMI LPMI
311 80 100 No MI NO MI
312 79.98999786 99.99 No MI NO MI
313 90 90 Republic MIC BPMI
314 75 99.99 No MI NO MI
315 68.18000031 68.18 No MI NO MI
316 79.98999786 95 No MI NO MI
317 80 99.99 No MI NO MI
318 80 100 No MI NO MI
319 70 90 No MI NO MI
320 75 100 No MI NO MI
321 100 100 PMI LPMI
322 100 100 PMI LPMI
323 80 100 No MI NO MI
324 90 90 Republic MIC BPMI
325 80 100 No MI NO MI
326 80 95 No MI NO MI
327 80 100 No MI NO MI
328 70 100 No MI NO MI
329 80 100 No MI NO MI
330 100 100 PMI LPMI
331 80 100 No MI NO MI
332 100 100 PMI LPMI
333 80 100 No MI NO MI
334 78.48999786 78.49 No MI NO MI
335 100 100 PMI LPMI
336 80 95 No MI NO MI
337 75 100 No MI NO MI
338 75 94.72 No MI NO MI
339 80 90 No MI NO MI
340 80 100 No MI NO MI
341 80 100 No MI NO MI
342 80 100 No MI NO MI
343 80 100 No MI NO MI
344 80 100 No MI NO MI
345 80 100 No MI NO MI
346 80 90 No MI NO MI
347 74.37000275 74.37 No MI NO MI
348 62.06999969 62.07 No MI NO MI
349 80 89.99 No MI NO MI
350 80 100 No MI NO MI
351 60 60 No MI NO MI
352 68.55000305 68.55 No MI NO MI
353 69.62999725 69.63 No MI NO MI
354 80 100 No MI NO MI
355 80 100 No MI NO MI
356 76.47000122 88.24 No MI NO MI
357 70 90 No MI NO MI
358 80 90 No MI NO MI
359 77.34999847 77.35 No MI NO MI
360 80 80 No MI NO MI
361 80 100 No MI NO MI
362 79.98999786 79.99 No MI NO MI
363 80 90 No MI NO MI
364 80 80 No MI NO MI
365 80 80 No MI NO MI
366 79.31999969 89.23 No MI NO MI
367 70 95 No MI NO MI
368 72.08999634 72.09 No MI NO MI
369 80 80 No MI NO MI
370 80 99.99 No MI NO MI
371 68.26999664 68.27 No MI NO MI
372 80 100 No MI NO MI
373 66.87999725 89.37 No MI NO MI
374 86.38999939 86.39 PMI BPMI
375 80 100 No MI NO MI
376 76.91999817 95 No MI NO MI
377 89.83000183 89.83 Mortgage Guaranty In BPMI
378 80 90 No MI NO MI
379 80 95 No MI NO MI
380 80 100 No MI NO MI
381 79.98000336 94.98 No MI NO MI
382 80 100 No MI NO MI
383 80 80 No MI NO MI
384 80 80 No MI NO MI
385 78.56999969 78.57 No MI NO MI
386 65.41000366 65.41 No MI NO MI
387 80 80 No MI NO MI
388 64.51999664 64.52 No MI NO MI
389 69.98999786 99.97 No MI NO MI
390 95 95 PMI LPMI
391 78.94999695 95 No MI NO MI
392 85 85 PMI LPMI
393 75 95 No MI NO MI
394 75 95 No MI NO MI
395 79.98999786 99.99 No MI NO MI
396 80 100 No MI NO MI
397 80 80 No MI NO MI
398 80 89.02 No MI NO MI
399 64.26999664 64.27 No MI NO MI
400 74.70999908 94.45 No MI NO MI
401 66.66999817 66.67 No MI NO MI
402 56.59999847 56.6 No MI NO MI
403 80 80 No MI NO MI
404 70 70 No MI NO MI
405 70 70 No MI NO MI
406 80 100 No MI NO MI
407 80 90 No MI NO MI
408 80 80 No MI NO MI
409 80 90 No MI NO MI
410 79.98999786 79.99 No MI NO MI
411 80 100 No MI NO MI
412 70 70 No MI NO MI
413 80 100 No MI NO MI
414 80 100 No MI NO MI
415 80 80 No MI NO MI
416 62.5 62.5 No MI NO MI
417 55.90000153 55.9 No MI NO MI
418 80 95 No MI NO MI
419 79.86000061 79.86 No MI NO MI
420 79.70999908 79.71 No MI NO MI
421 80 85 No MI NO MI
422 80 80 No MI NO MI
423 80 80 No MI NO MI
424 80 80 No MI NO MI
425 80 80 No MI NO MI
426 80 80 No MI NO MI
427 79.63999939 79.64 No MI NO MI
428 80 90 No MI NO MI
429 80 80 No MI NO MI
430 71.43000031 71.43 No MI NO MI
431 80 95 No MI NO MI
432 80 100 No MI NO MI
433 80 93.33 No MI NO MI
434 90 90 Republic MIC BPMI
435 65.22000122 86.96 No MI NO MI
436 80 100 No MI NO MI
437 80 80 No MI NO MI
438 80 100 No MI NO MI
439 76.73000336 76.73 No MI NO MI
440 80 80 No MI NO MI
441 56.84000015 56.84 No MI NO MI
442 79.26999664 90 No MI NO MI
443 80 80 No MI NO MI
444 66.22000122 66.22 No MI NO MI
445 80 80 No MI NO MI
446 80 100 No MI NO MI
447 80 95 No MI NO MI
448 80 80 No MI NO MI
449 68.29000092 68.29 No MI NO MI
450 80 90 No MI NO MI
451 62.29000092 62.29 No MI NO MI
452 75 75 No MI NO MI
453 80 90 No MI NO MI
454 80 88.62 No MI NO MI
455 22.21999931 63.41 No MI NO MI
456 75 75 No MI NO MI
457 80 95 No MI NO MI
458 69.56999969 86.96 No MI NO MI
459 80 80 No MI NO MI
460 80 80 No MI NO MI
461 50 50 No MI NO MI
462 80 85 No MI NO MI
463 70 70 No MI NO MI
464 78.48999786 78.49 No MI NO MI
465 80 90 No MI NO MI
466 80 90 No MI NO MI
467 69.12000275 69.12 No MI NO MI
468 80 90 No MI NO MI
469 80 100 No MI NO MI
470 79.98999786 79.99 No MI NO MI
471 63.15999985 63.16 No MI NO MI
472 79.47000122 79.47 No MI NO MI
473 50.27999878 50.28 No MI NO MI
474 65 65 No MI NO MI
475 80 100 No MI NO MI
476 68.04000092 68.04 No MI NO MI
477 69.79000092 69.79 No MI NO MI
478 80 90 No MI NO MI
479 75.15000153 75.15 No MI NO MI
480 80 90 No MI NO MI
481 75 89.99 No MI NO MI
482 53.77999878 53.78 No MI NO MI
483 80 80 No MI NO MI
484 79.44999695 87.16 No MI NO MI
485 80 100 No MI NO MI
486 90 90 PMI BPMI
487 80 100 No MI NO MI
488 80 95 No MI NO MI
489 80 100 No MI NO MI
490 80 85 No MI NO MI
491 80 94.61 No MI NO MI
492 80 80 No MI NO MI
493 70.97000122 70.97 No MI NO MI
494 80 80 No MI NO MI
495 80 95 No MI NO MI
496 74.66999817 74.67 No MI NO MI
497 80 100 No MI NO MI
498 80 100 No MI NO MI
499 79.87999725 79.88 No MI NO MI
500 80 100 No MI NO MI
501 80 80 No MI NO MI
502 50.20000076 50.2 No MI NO MI
503 80 80 No MI NO MI
504 80 90 No MI NO MI
505 75 75 No MI NO MI
506 52.45999908 52.46 No MI NO MI
507 80 80 No MI NO MI
508 80 80 No MI NO MI
509 75 75 No MI NO MI
510 80 80 No MI NO MI
511 80 80 No MI NO MI
512 80 100 No MI NO MI
513 80 80 No MI NO MI
514 80 100 No MI NO MI
515 80 80 No MI NO MI
516 69.94000244 69.94 No MI NO MI
517 80 100 No MI NO MI
518 80 100 No MI NO MI
519 79.98999786 79.99 No MI NO MI
520 46.29999924 46.3 No MI NO MI
521 53.49000168 53.49 No MI NO MI
522 79.40000153 79.4 No MI NO MI
523 75 75 No MI NO MI
524 90 90 Republic MIC LPMI
525 80 85 No MI NO MI
526 70 70 No MI NO MI
527 80 80 No MI NO MI
528 80 92.07 No MI NO MI
529 80 90 No MI NO MI
530 77.91999817 77.92 No MI NO MI
531 80 100 No MI NO MI
532 80 80 No MI NO MI
533 80 100 No MI NO MI
534 58.81999969 58.82 No MI NO MI
535 80 90 No MI NO MI
536 83.05000305 83.05 PMI LPMI
537 80 80 No MI NO MI
538 80 83.94 No MI NO MI
539 80 100 No MI NO MI
540 80 80 No MI NO MI
541 74.06999969 74.07 No MI NO MI
542 72.80000305 72.8 No MI NO MI
543 80 80 No MI NO MI
544 78.79000092 100 No MI NO MI
545 71.48000336 71.48 No MI NO MI
546 72.12000275 72.12 No MI NO MI
547 73.91000366 90 No MI NO MI
548 80 90 No MI NO MI
549 80 100 No MI NO MI
550 67.5 67.5 No MI NO MI
551 80 96 No MI NO MI
552 78.05000305 78.05 No MI NO MI
553 80 99 No MI NO MI
554 80 80 No MI NO MI
555 80 100 No MI NO MI
556 80 80 No MI NO MI
557 70.80000305 70.8 No MI NO MI
558 80 95 No MI NO MI
559 80 100 No MI NO MI
560 68 68 No MI NO MI
561 80 100 No MI NO MI
562 80 80 No MI NO MI
563 76.33999634 76.34 No MI NO MI
564 80 100 No MI NO MI
565 77.40000153 77.4 No MI NO MI
566 77.51999664 77.52 No MI NO MI
567 80 80 No MI NO MI
568 69.87999725 79.5 No MI NO MI
569 80 100 No MI NO MI
570 80 80 No MI NO MI
571 80 100 No MI NO MI
572 75 84.26 No MI NO MI
573 80 89.9 No MI NO MI
574 80 80 No MI NO MI
575 80 100 No MI NO MI
576 68.33000183 68.33 No MI NO MI
577 80 100 No MI NO MI
578 74.95999908 74.96 No MI NO MI
579 70 70 No MI NO MI
580 80 100 No MI NO MI
581 80 90 No MI NO MI
582 75 90 No MI NO MI
583 79.98000336 100 No MI NO MI
584 76.58000183 76.58 No MI NO MI
585 48.86999893 48.87 No MI NO MI
586 80 100 No MI NO MI
587 80 80 No MI NO MI
588 80 80 No MI NO MI
589 80 90 No MI NO MI
590 66.83000183 66.83 No MI NO MI
591 66.97000122 66.97 No MI NO MI
592 80 95 No MI NO MI
593 74.98999786 89.63 No MI NO MI
594 80 100 No MI NO MI
595 79.11000061 93.94 No MI NO MI
596 80 100 No MI NO MI
597 80 80 No MI NO MI
598 75 100 No MI NO MI
599 73.84999847 73.85 No MI NO MI
600 80 95 No MI NO MI
601 52.70999908 52.71 No MI NO MI
602 66.66999817 66.67 No MI NO MI
603 69.52999878 69.53 No MI NO MI
604 79.30999756 79.31 No MI NO MI
605 80 100 No MI NO MI
606 80 100 No MI NO MI
607 80 80 No MI NO MI
608 80 100 No MI NO MI
609 79.91999817 79.92 No MI NO MI
610 70 70 No MI NO MI
611 75 90 No MI NO MI
612 80 85.56 No MI NO MI
613 78.23000336 78.23 No MI NO MI
614 70 70 No MI NO MI
615 78.62000275 78.62 No MI NO MI
616 70 70 No MI NO MI
617 80 90 No MI NO MI
618 77.37999725 77.38 No MI NO MI
619 62.70000076 62.7 No MI NO MI
620 70 70 No MI NO MI
621 85 85 Mortgage Guaranty In BPMI
622 70 70 No MI NO MI
623 90 90 GE Capital MI BPMI
624 79.93000031 100 No MI NO MI
625 80 90 No MI NO MI
626 80 80 No MI NO MI
627 75 75 No MI NO MI
628 75 75 No MI NO MI
629 80 80 No MI NO MI
630 80 90 No MI NO MI
631 64.70999908 64.71 No MI NO MI
632 76.91999817 76.92 No MI NO MI
633 67.37999725 67.38 No MI NO MI
634 80 90 No MI NO MI
635 57.77999878 57.78 No MI NO MI
636 80 90 No MI NO MI
637 60.61000061 60.61 No MI NO MI
638 80 100 No MI NO MI
639 75 75 No MI NO MI
640 80 80 No MI NO MI
641 71.26999664 71.27 No MI NO MI
642 80 100 No MI NO MI
643 80 100 No MI NO MI
644 70.62999725 70.63 No MI NO MI
645 62.40999985 62.41 No MI NO MI
646 53.79999924 53.8 No MI NO MI
647 76.63999939 76.64 No MI NO MI
648 79.98999786 99.99 No MI NO MI
649 80 80 No MI NO MI
650 69.95999908 69.96 No MI NO MI
651 63.93999863 63.94 No MI NO MI
652 69.44000244 69.44 No MI NO MI
653 80 80 No MI NO MI
654 80 80 No MI NO MI
655 70.51999664 70.52 No MI NO MI
656 75 100 No MI NO MI
657 79.44000244 79.44 No MI NO MI
658 80 90 No MI NO MI
659 80 80 No MI NO MI
660 76.47000122 76.47 No MI NO MI
661 71.06999969 71.07 No MI NO MI
662 41.09999847 41.1 No MI NO MI
663 72.22000122 77.57 No MI NO MI
664 80 80 No MI NO MI
665 80 82.91 No MI NO MI
666 80 87.89 No MI NO MI
667 42.88000107 42.88 No MI NO MI
668 80 95 No MI NO MI
669 73.80000305 73.8 No MI NO MI
670 80 100 No MI NO MI
671 80 91 No MI NO MI
672 80 100 No MI NO MI
673 79.95999908 79.96 No MI NO MI
674 62.5 62.5 No MI NO MI
675 80 80 No MI NO MI
676 80 100 No MI NO MI
677 68.97000122 68.97 No MI NO MI
678 80 80 No MI NO MI
679 90 90 GE Capital MI BPMI
680 80 80 No MI NO MI
681 75 85.45 No MI NO MI
682 80 90 No MI NO MI
683 80 80 No MI NO MI
684 60.41999817 60.42 No MI NO MI
685 80 80 No MI NO MI
686 80 80 No MI NO MI
687 80 95 No MI NO MI
688 80 100 No MI NO MI
689 80 90 No MI NO MI
690 80 80 No MI NO MI
691 80 85 No MI NO MI
692 80 100 No MI NO MI
693 80 95 No MI NO MI
694 80 80 No MI NO MI
695 67.15000153 72.41 No MI NO MI
696 85 85 United Guaranty BPMI
697 80 100 No MI NO MI
698 80 86.15 No MI NO MI
699 80 95 No MI NO MI
700 80 90 No MI NO MI
701 80 80 No MI NO MI
702 75 90 No MI NO MI
703 80 100 No MI NO MI
704 66.45999908 66.46 No MI NO MI
705 80 80 No MI NO MI
706 80 100 No MI NO MI
707 80 100 No MI NO MI
708 80 100 No MI NO MI
709 80 92.87 No MI NO MI
710 77.47000122 89.47 No MI NO MI
711 80 100 No MI NO MI
712 80 100 No MI NO MI
713 87.44999695 87.45 Republic MIC LPMI
714 80 95 No MI NO MI
715 80 100 No MI NO MI
716 80 100 No MI NO MI
717 80 80 No MI NO MI
718 80 100 No MI NO MI
719 70 95 No MI NO MI
720 80 100 No MI NO MI
721 75 100 No MI NO MI
722 80 90 No MI NO MI
723 80 100 No MI NO MI
724 75 90 No MI NO MI
725 80 100 No MI NO MI
726 70 95 No MI NO MI
727 80 95 No MI NO MI
728 80 84.09 No MI NO MI
729 80 90 No MI NO MI
730 64.65000153 89.61 No MI NO MI
731 80 100 No MI NO MI
732 80 100 No MI NO MI
733 80 100 No MI NO MI
734 79.93000031 94.95 No MI NO MI
735 74.98000336 99.96 No MI NO MI
736 100 100 PMI LPMI
737 80 100 No MI NO MI
738 79.94000244 99.91 No MI NO MI
739 80 100 No MI NO MI
740 74.95999908 99.99 No MI NO MI
741 78.31999969 93.01 No MI NO MI
742 75 90 No MI NO MI
743 80 100 No MI NO MI
744 80 90 No MI NO MI
745 80 90 No MI NO MI
746 58.50999832 58.51 No MI NO MI
747 70 90 No MI NO MI
748 79.79000092 79.79 No MI NO MI
749 80 90 No MI NO MI
750 80 95 No MI NO MI
751 66.66999817 83.33 No MI NO MI
752 77.37999725 80 No MI NO MI
753 79.98999786 79.99 No MI NO MI
754 80 80 No MI NO MI
755 60 60 No MI NO MI
756 80 80 No MI NO MI
757 80 95 No MI NO MI
758 75.47000122 75.47 No MI NO MI
759 80 80 No MI NO MI
760 80 100 No MI NO MI
761 73.33000183 73.97 No MI NO MI
762 80 90 No MI NO MI
763 80 100 No MI NO MI
764 80 100 No MI NO MI
765 80 100 No MI NO MI
766 80 95 No MI NO MI
767 79.26999664 90 No MI NO MI
768 80 80 No MI NO MI
769 80 100 No MI NO MI
770 78.23999786 78.24 No MI NO MI
771 58.43999863 58.44 No MI NO MI
772 75.70999908 75.71 No MI NO MI
773 80 90 No MI NO MI
774 80 80 No MI NO MI
775 80 100 No MI NO MI
776 75 95 No MI NO MI
777 80 100 No MI NO MI
778 75 75 No MI NO MI
779 80 85 No MI NO MI
780 80 100 No MI NO MI
781 75 75 No MI NO MI
782 75.16000366 90 No MI NO MI
783 65 82 No MI NO MI
784 80 95 No MI NO MI
785 74.69999695 74.7 No MI NO MI
786 80 100 No MI NO MI
787 72.22000122 72.22 No MI NO MI
788 80 100 No MI NO MI
789 80 100 No MI NO MI
790 80 90 No MI NO MI
791 78.41999817 78.42 No MI NO MI
792 80 80 No MI NO MI
793 80 90 No MI NO MI
794 81.09999847 91.24 No MI NO MI
795 80 100 No MI NO MI
796 77.55000305 77.55 No MI NO MI
797 80 94 No MI NO MI
798 80 100 No MI NO MI
799 55.47999954 55.48 No MI NO MI
800 78.79000092 100 No MI NO MI
801 75 75 No MI NO MI
802 31.25 31.25 No MI NO MI
803 57.86999893 57.87 No MI NO MI
804 80 100 No MI NO MI
805 79.98000336 79.98 No MI NO MI
806 71.83000183 71.83 No MI NO MI
807 79.98000336 99.98 No MI NO MI
808 70 70 No MI NO MI
809 61.75 61.75 No MI NO MI
810 94.97000122 94.97 GE Capital MI BPMI
811 80 80 No MI NO MI
812 80 80 No MI NO MI
813 80 100 No MI NO MI
814 80 80 No MI NO MI
815 75 75 No MI NO MI
816 43.66999817 43.67 No MI NO MI
817 80 80 No MI NO MI
818 80 80 No MI NO MI
819 79.98000336 79.98 No MI NO MI
820 36.59000015 36.59 No MI NO MI
821 59.54999924 59.55 No MI NO MI
822 80 80 No MI NO MI
823 80 80 No MI NO MI
824 90 90 Mortgage Guaranty In BPMI
825 75 75 No MI NO MI
826 48.83000183 48.83 No MI NO MI
827 80 90 No MI NO MI
828 78.40000153 89.17 No MI NO MI
829 73.26000214 73.26 No MI NO MI
830 70 90 No MI NO MI
831 59.25999832 59.26 No MI NO MI
832 46.56999969 46.57 No MI NO MI
833 69.51000214 69.51 No MI NO MI
834 77.26999664 100 No MI NO MI
835 80 80 No MI NO MI
836 80 100 No MI NO MI
837 73.45999908 73.46 No MI NO MI
838 75.29000092 90 No MI NO MI
839 37.86000061 37.86 No MI NO MI
840 80 100 No MI NO MI
841 80 100 No MI NO MI
842 75 75 No MI NO MI
843 60.70999908 60.71 No MI NO MI
844 65.83000183 80 No MI NO MI
845 80 100 No MI NO MI
846 80 90 No MI NO MI
847 79.97000122 79.97 No MI NO MI
848 80 100 No MI NO MI
849 78.79000092 78.79 No MI NO MI
850 80 90 No MI NO MI
851 80 100 No MI NO MI
852 80 100 No MI NO MI
853 78.26999664 78.27 No MI NO MI
854 70 70 No MI NO MI
855 80 100 No MI NO MI
856 79.48999786 79.49 No MI NO MI
857 80 80 No MI NO MI
858 75 75 No MI NO MI
859 80 95 No MI NO MI
860 70 70 No MI NO MI
861 79.30000305 79.3 No MI NO MI
862 75 90 No MI NO MI
863 80 100 No MI NO MI
864 77.86000061 77.86 No MI NO MI
865 80 80 No MI NO MI
866 71.48999786 79.78 No MI NO MI
867 72.40000153 90.16 No MI NO MI
868 80 100 No MI NO MI
869 74.06999969 74.07 No MI NO MI
870 80 90 No MI NO MI
871 80 80 No MI NO MI
872 58.38000107 58.38 No MI NO MI
873 80 100 No MI NO MI
874 80 100 No MI NO MI
875 70 90 No MI NO MI
876 80 100 No MI NO MI
877 75 75 No MI NO MI
878 80 100 No MI NO MI
879 80 80 No MI NO MI
880 80 80 No MI NO MI
881 80 90 No MI NO MI
882 80 100 No MI NO MI
883 90 90 Republic MIC LPMI
884 80 100 No MI NO MI
885 80 100 No MI NO MI
886 80 100 No MI NO MI
887 80 100 No MI NO MI
888 80 80 No MI NO MI
889 70 80 No MI NO MI
890 80 100 No MI NO MI
891 63.93000031 63.93 No MI NO MI
892 80 100 No MI NO MI
893 80 95 No MI NO MI
894 80 100 No MI NO MI
895 80 100 No MI NO MI
896 80 80 No MI NO MI
897 80 100 No MI NO MI
898 80 100 No MI NO MI
899 80 80 No MI NO MI
900 80 95 No MI NO MI
901 80 100 No MI NO MI
902 80 80 No MI NO MI
903 61.50999832 61.51 No MI NO MI
904 79.88999939 89.88 No MI NO MI
905 80 100 No MI NO MI
906 69.97000122 69.97 No MI NO MI
907 80 100 No MI NO MI
908 73.08000183 74 No MI NO MI
909 80 100 No MI NO MI
910 55.31999969 56 No MI NO MI
911 80 80 No MI NO MI
912 80 100 No MI NO MI
913 80 100 No MI NO MI
914 80 100 No MI NO MI
915 80 100 No MI NO MI
916 75 75 No MI NO MI
917 65.08000183 88 No MI NO MI
918 80 100 No MI NO MI
919 79.06999969 97 No MI NO MI
920 70 70 No MI NO MI
921 69.84999847 78.69 No MI NO MI
922 80 90 No MI NO MI
923 80 100 No MI NO MI
924 80 100 No MI NO MI
925 80 100 No MI NO MI
926 80 80 No MI NO MI
927 80 100 No MI NO MI
928 73.80999756 100 No MI NO MI
929 74.26999664 74.27 No MI NO MI
930 69.04000092 71.18 No MI NO MI
931 80 100 No MI NO MI
932 75.48000336 75.48 No MI NO MI
933 60 60 No MI NO MI
934 69.12000275 69.12 No MI NO MI
935 80 96.59 No MI NO MI
936 80 100 No MI NO MI
937 64.51999664 77.42 No MI NO MI
938 80 100 No MI NO MI
939 80 85.17 No MI NO MI
940 80 100 No MI NO MI
941 79.13999939 98 No MI NO MI
942 58.56999969 58.57 No MI NO MI
943 70 70 No MI NO MI
944 80 100 No MI NO MI
945 75 100 No MI NO MI
946 80 80 No MI NO MI
947 53.70000076 53.7 No MI NO MI
948 61.97000122 77.7 No MI NO MI
949 80 100 No MI NO MI
950 80 80 No MI NO MI
951 80 100 No MI NO MI
952 69.55000305 69.55 No MI NO MI
953 80 100 No MI NO MI
954 80 100 No MI NO MI
955 80 82.86 No MI NO MI
956 80 90 No MI NO MI
957 80 100 No MI NO MI
958 80 94.76 No MI NO MI
959 80 80 No MI NO MI
960 73.33000183 100 No MI NO MI
961 79.97000122 94.97 No MI NO MI
962 86.77999878 86.78 Republic MIC LPMI
963 90 90 United Guaranty BPMI
964 60.47999954 60.48 No MI NO MI
965 74.73999786 84.05 No MI NO MI
966 70 80 No MI NO MI
967 61.40999985 61.41 No MI NO MI
968 80 95 No MI NO MI
969 68.41999817 68.42 No MI NO MI
970 80 100 No MI NO MI
971 62.83000183 62.83 No MI NO MI
972 80 80 No MI NO MI
973 80 90 No MI NO MI
974 80 98.65 No MI NO MI
975 69.65000153 69.65 No MI NO MI
976 80 100 No MI NO MI
977 83.01000214 83.01 United Guaranty LPMI
978 75 75 No MI NO MI
979 80 83.45 No MI NO MI
980 80 100 No MI NO MI
981 51.40999985 51.41 No MI NO MI
982 80 90 No MI NO MI
983 80 90 No MI NO MI
984 80 90 No MI NO MI
985 80 80 No MI NO MI
986 75 75 No MI NO MI
987 48.70000076 48.7 No MI NO MI
988 67.62999725 67.63 No MI NO MI
989 77.83000183 77.83 No MI NO MI
990 79.29000092 79.29 No MI NO MI
991 78.73000336 78.73 No MI NO MI
992 70 70 No MI NO MI
993 64.44000244 64.44 No MI NO MI
994 75.70999908 75.71 No MI NO MI
995 72.5 72.5 No MI NO MI
996 47.5 47.5 No MI NO MI
997 64 64 No MI NO MI
998 65 65 No MI NO MI
999 70 85 No MI NO MI
1000 78.94999695 78.95 No MI NO MI
1001 80 95 No MI NO MI
1002 70 90 No MI NO MI
1003 21.43000031 21.43 No MI NO MI
1004 7.260000229 7.26 No MI NO MI
1005 75 85 No MI NO MI
1006 80 80 No MI NO MI
1007 80 87.07 No MI NO MI
1008 80 80 No MI NO MI
1009 80 88.76 No MI NO MI
1010 80 98 No MI NO MI
1011 80 86.45 No MI NO MI
1012 89.91000366 89.91 PMI BPMI
1013 80 95 No MI NO MI
1014 87.09999847 87.1 Republic MIC BPMI
1015 80 80 No MI NO MI
1016 80 95 No MI NO MI
1017 79.69000244 79.69 No MI NO MI
1018 80 100 No MI NO MI
1019 70 80 No MI NO MI
1020 80 80 No MI NO MI
1021 80 95 No MI NO MI
1022 64.70999908 64.71 No MI NO MI
1023 70 70 No MI NO MI
1024 90 90 Republic MIC LPMI
1025 49.18999863 78.71 No MI NO MI
1026 53.79999924 53.8 No MI NO MI
1027 55.18000031 55.18 No MI NO MI
1028 75 90 No MI NO MI
1029 80 90 No MI NO MI
1030 80 100 No MI NO MI
1031 90 90 GE Capital MI BPMI
1032 80 80 No MI NO MI
1033 75 75 No MI NO MI
1034 76.91999817 76.92 No MI NO MI
1035 59.52999878 59.53 No MI NO MI
1036 80 80 No MI NO MI
1037 80 80 No MI NO MI
1038 84.41999817 84.42 Republic MIC BPMI
1039 80 100 No MI NO MI
1040 70.33000183 70.33 No MI NO MI
1041 80 80 No MI NO MI
1042 72.45999908 72.46 No MI NO MI
1043 70 70 No MI NO MI
1044 75.81999969 75.82 No MI NO MI
1045 69.88999939 69.89 No MI NO MI
1046 80 100 No MI NO MI
1047 74.55999756 74.56 No MI NO MI
1048 80 80 No MI NO MI
1049 79.84999847 79.85 No MI NO MI
1050 80 80 No MI NO MI
1051 79.97000122 89.91 No MI NO MI
1052 80 100 No MI NO MI
1053 76.43000031 76.43 No MI NO MI
1054 79.19999695 79.2 No MI NO MI
1055 80 100 No MI NO MI
1056 80 95 No MI NO MI
1057 79.22000122 79.22 No MI NO MI
1058 60 60 No MI NO MI
1059 80 80 No MI NO MI
1060 55.63999939 78.37 No MI NO MI
1061 74.76000214 74.76 No MI NO MI
1062 80 93.6 No MI NO MI
1063 80 95 No MI NO MI
1064 76.62999725 76.63 No MI NO MI
1065 77.91999817 77.92 No MI NO MI
1066 61.90000153 61.9 No MI NO MI
1067 79.83999634 79.84 No MI NO MI
1068 75 75 No MI NO MI
1069 79.75 79.75 No MI NO MI
1070 78.70999908 78.71 No MI NO MI
1071 80 95 No MI NO MI
1072 80 100 No MI NO MI
1073 61.79999924 61.8 No MI NO MI
1074 80 90 No MI NO MI
1075 80 80 No MI NO MI
1076 76.33999634 90 No MI NO MI
1077 78.12999725 84.48 No MI NO MI
1078 79.34999847 99.19 No MI NO MI
1079 80 90 No MI NO MI
1080 79.98999786 99.99 No MI NO MI
1081 79.75 79.75 No MI NO MI
1082 59.49000168 59.49 No MI NO MI
1083 80 100 No MI NO MI
1084 49.72000122 49.72 No MI NO MI
1085 75 75 No MI NO MI
1086 76.91999817 76.92 No MI NO MI
1087 70 90 No MI NO MI
1088 80 83.79 No MI NO MI
1089 76.58999634 76.59 No MI NO MI
1090 79.73000336 79.73 No MI NO MI
1091 68 68 No MI NO MI
1092 80 100 No MI NO MI
1093 90 90 Republic MIC LPMI
1094 80 100 No MI NO MI
1095 80 90 No MI NO MI
1096 80 90 No MI NO MI
1097 80 94.5 No MI NO MI
1098 80 80 No MI NO MI
1099 80 89.99 No MI NO MI
1100 70 90 No MI NO MI
1101 80 90 No MI NO MI
1102 80 100 No MI NO MI
1103 80 100 No MI NO MI
1104 76.68000031 90 No MI NO MI
1105 80 95 No MI NO MI
1106 68.29000092 68.29 No MI NO MI
1107 80 80 No MI NO MI
1108 79.98999786 99.99 No MI NO MI
1109 79.26999664 90 No MI NO MI
1110 52.93999863 52.94 No MI NO MI
1111 80 80 No MI NO MI
1112 80 95 No MI NO MI
1113 74.54000092 74.54 No MI NO MI
1114 73.62000275 73.62 No MI NO MI
1115 80 90 No MI NO MI
1116 80 100 No MI NO MI
1117 80 100 No MI NO MI
1118 80 100 No MI NO MI
1119 69.26999664 69.27 No MI NO MI
1120 65.43000031 65.43 No MI NO MI
1121 80 100 No MI NO MI
1122 80 80 No MI NO MI
1123 50 50 No MI NO MI
1124 95 95 GE Capital MI LPMI
1125 78.86000061 88.71 No MI NO MI
1126 80 80 No MI NO MI
1127 80 90 No MI NO MI
1128 69.23000336 88.46 No MI NO MI
1129 80 88 No MI NO MI
1130 80 90 No MI NO MI
1131 79.80999756 94.77 No MI NO MI
1132 80 80 No MI NO MI
1133 80 90 No MI NO MI
1134 80 99.99 No MI NO MI
1135 80 80 No MI NO MI
1136 75.41999817 75.42 No MI NO MI
1137 68.93000031 68.93 No MI NO MI
1138 79.47000122 79.47 No MI NO MI
1139 75.26000214 75.26 No MI NO MI
1140 80 80 No MI NO MI
1141 80 80 No MI NO MI
1142 77.27999878 95 No MI NO MI
1143 80 90 No MI NO MI
1144 75 75 No MI NO MI
1145 80 90 No MI NO MI
1146 80 80 No MI NO MI
1147 80 90 No MI NO MI
1148 79.27999878 87.39 No MI NO MI
1149 65 84.57 No MI NO MI
1150 80 80 No MI NO MI
1151 70 70 No MI NO MI
1152 80 100 No MI NO MI
1153 76.83999634 76.84 No MI NO MI
1154 80 90 No MI NO MI
1155 80 80 No MI NO MI
1156 74.38999939 74.39 No MI NO MI
1157 77.5 77.5 No MI NO MI
1158 48.72999954 48.73 No MI NO MI
1159 43.24000168 43.24 No MI NO MI
1160 80 90.95 No MI NO MI
1161 80 94.99 No MI NO MI
1162 63.77000046 63.77 No MI NO MI
1163 54.88000107 54.88 No MI NO MI
1164 36.59000015 41.46 No MI NO MI
1165 80 80 No MI NO MI
1166 64.44000244 64.44 No MI NO MI
1167 80 80 No MI NO MI
1168 70 70 No MI NO MI
1169 80 100 No MI NO MI
1170 90 90 Republic MIC BPMI
1171 80 80 No MI NO MI
1172 78.06999969 78.07 No MI NO MI
1173 69.05000305 69.05 No MI NO MI
1174 80 80 No MI NO MI
1175 80 80 No MI NO MI
1176 70 70 No MI NO MI
1177 75 85 No MI NO MI
1178 64.12999725 64.13 No MI NO MI
1179 74.16999817 74.17 No MI NO MI
1180 80 80 No MI NO MI
1181 69.98000336 69.98 No MI NO MI
1182 66.36000061 66.36 No MI NO MI
1183 80 95 No MI NO MI
1184 80 94.99 No MI NO MI
1185 80 80 No MI NO MI
1186 79.26999664 79.27 No MI NO MI
1187 54.29000092 54.29 No MI NO MI
1188 80 90 No MI NO MI
1189 70 70 No MI NO MI
1190 76.40000153 95.5 No MI NO MI
1191 21.13999939 21.14 No MI NO MI
1192 69.15000153 85.64 No MI NO MI
1193 70 70 No MI NO MI
1194 79.98999786 99.99 No MI NO MI
1195 76.47000122 88.24 No MI NO MI
1196 80 95 No MI NO MI
1197 44.33000183 44.33 No MI NO MI
1198 71.23000336 71.23 No MI NO MI
1199 80 95 No MI NO MI
1200 78 96.96 No MI NO MI
1201 77.48000336 77.48 No MI NO MI
1202 80 89.99 No MI NO MI
1203 90 90 United Guaranty BPMI
1204 48.38999939 48.39 No MI NO MI
1205 64.51999664 90 No MI NO MI
1206 80 80 No MI NO MI
1207 80 80 No MI NO MI
1208 77.76000214 77.76 No MI NO MI
1209 80 80 No MI NO MI
1210 80 89.99 No MI NO MI
1211 70 70 No MI NO MI
1212 80 90 No MI NO MI
1213 71.80000305 71.8 No MI NO MI
1214 75 95 No MI NO MI
1215 80 80 No MI NO MI
1216 77.33000183 77.33 No MI NO MI
1217 72.80999756 72.81 No MI NO MI
1218 80 80 No MI NO MI
1219 80 95 No MI NO MI
1220 80 100 No MI NO MI
1221 80 100 No MI NO MI
1222 65.22000122 65.22 No MI NO MI
1223 70 70 No MI NO MI
1224 80 93.27 No MI NO MI
1225 80 100 No MI NO MI
1226 61.63999939 61.64 No MI NO MI
1227 78.90000153 78.9 No MI NO MI
1228 80 100 No MI NO MI
1229 52.65000153 52.65 No MI NO MI
1230 80 99.87 No MI NO MI
1231 80 89.99 No MI NO MI
1232 65 65 No MI NO MI
1233 53.56999969 53.57 No MI NO MI
1234 79.27999878 79.28 No MI NO MI
1235 62.09000015 62.09 No MI NO MI
1236 80 80 No MI NO MI
1237 76.91999817 100 No MI NO MI
1238 52.63000107 52.63 No MI NO MI
1239 80 80 No MI NO MI
1240 80 80 No MI NO MI
1241 77.69000244 94.68 No MI NO MI
1242 61.84000015 61.84 No MI NO MI
1243 74.26999664 74.27 No MI NO MI
1244 70.18000031 70.18 No MI NO MI
1245 80 100 No MI NO MI
1246 80 89.99 No MI NO MI
1247 75 90 No MI NO MI
1248 75 90 No MI NO MI
1249 75 90 No MI NO MI
1250 75 100 No MI NO MI
1251 75 90 No MI NO MI
1252 80 100 No MI NO MI
1253 80 100 No MI NO MI
1254 80 100 No MI NO MI
1255 75 90 No MI NO MI
1256 80 80 No MI NO MI
1257 71.27999878 71.28 No MI NO MI
1258 80 95 No MI NO MI
1259 90 90 PMI LPMI
1260 89.98000336 89.98 Radian Guaranty BPMI
1261 80 100 No MI NO MI
1262 80 100 No MI NO MI
1263 80 100 No MI NO MI
1264 75 100 No MI NO MI
1265 80 100 No MI NO MI
1266 80 100 No MI NO MI
1267 80 100 No MI NO MI
1268 75 95 No MI NO MI
1269 79.98000336 94.98 No MI NO MI
1270 80 100 No MI NO MI
1271 80 100 No MI NO MI
1272 80 100 No MI NO MI
1273 80 100 No MI NO MI
1274 75 100 No MI NO MI
1275 80 90 No MI NO MI
1276 85.44999695 85.45 PMI BPMI
1277 80 100 No MI NO MI
1278 75 100 No MI NO MI
1279 80 100 No MI NO MI
1280 80 90 No MI NO MI
1281 80 100 No MI NO MI
1282 79.98000336 95 No MI NO MI
1283 80 90 No MI NO MI
1284 80 100 No MI NO MI
1285 80 90 No MI NO MI
1286 100 100 PMI LPMI
1287 79.97000122 94.97 No MI NO MI
1288 80 100 No MI NO MI
1289 80 100 No MI NO MI
1290 80 100 No MI NO MI
1291 100 100 PMI LPMI
1292 80 80 No MI NO MI
1293 80 100 No MI NO MI
1294 80 100 No MI NO MI
1295 80 100 No MI NO MI
1296 80 95 No MI NO MI
1297 80 100 No MI NO MI
1298 67.66999817 96.67 No MI NO MI
1299 74.37999725 84.3 No MI NO MI
1300 80 100 No MI NO MI
1301 60 60 No MI NO MI
1302 80 100 No MI NO MI
1303 80 90 No MI NO MI
1304 100 100 PMI LPMI
1305 75 100 No MI NO MI
1306 80 100 No MI NO MI
1307 80 100 No MI NO MI
1308 80 90 No MI NO MI
1309 80 100 No MI NO MI
1310 80 100 No MI NO MI
1311 80 100 No MI NO MI
1312 80 100 No MI NO MI
1313 100 100 PMI LPMI
1314 80 100 No MI NO MI
1315 80 100 No MI NO MI
1316 80 100 No MI NO MI
1317 75 90 No MI NO MI
1318 79.98000336 99.97 No MI NO MI
1319 80 100 No MI NO MI
1320 80 100 No MI NO MI
1321 80 95 No MI NO MI
1322 75 100 No MI NO MI
1323 80 94.98 No MI NO MI
1324 80 95 No MI NO MI
1325 80 100 No MI NO MI
1326 80 100 No MI NO MI
1327 80 100 No MI NO MI
1328 80 100 No MI NO MI
1329 80 90 No MI NO MI
1330 80 90 No MI NO MI
1331 75.86000061 94.83 No MI NO MI
1332 80 100 No MI NO MI
1333 80 100 No MI NO MI
1334 80 100 No MI NO MI
1335 80 100 No MI NO MI
1336 80 100 No MI NO MI
1337 79.98999786 94.97 No MI NO MI
1338 80 100 No MI NO MI
1339 80 100 No MI NO MI
1340 80 97.38 No MI NO MI
1341 80 100 No MI NO MI
1342 69.98999786 100 No MI NO MI
1343 70 100 No MI NO MI
1344 72.94999695 94.26 No MI NO MI
1345 75 100 No MI NO MI
1346 80 100 No MI NO MI
1347 80 80 No MI NO MI
1348 75 90 No MI NO MI
1349 75 100 No MI NO MI
1350 76.58999634 100 No MI NO MI
1351 79.97000122 94.93 No MI NO MI
1352 80 100 No MI NO MI
1353 78 100 No MI NO MI
1354 72.51000214 72.51 No MI NO MI
1355 80 100 No MI NO MI
1356 75 100 No MI NO MI
1357 80 90 No MI NO MI
1358 75 95.26 No MI NO MI
1359 95 95 PMI LPMI
1360 80 100 No MI NO MI
1361 75 95 No MI NO MI
1362 80 85.56 No MI NO MI
1363 75 100 No MI NO MI
1364 100 100 PMI LPMI
1365 70 100 No MI NO MI
1366 80 99.89 No MI NO MI
1367 80 100 No MI NO MI
1368 80 80 No MI NO MI
1369 75 95 No MI NO MI
1370 80 95 No MI NO MI
1371 80 100 No MI NO MI
1372 80 80 No MI NO MI
1373 80 95 No MI NO MI
1374 80 100 No MI NO MI
1375 80 100 No MI NO MI
1376 80 90 No MI NO MI
1377 80 100 No MI NO MI
1378 80 99.98 No MI NO MI
1379 80 100 No MI NO MI
1380 75 100 No MI NO MI
1381 75 100 No MI NO MI
1382 80 94.85 No MI NO MI
1383 80 100 No MI NO MI
1384 80 100 No MI NO MI
1385 80 80 No MI NO MI
1386 74.87000275 93.59 No MI NO MI
1387 80 100 No MI NO MI
1388 80 100 No MI NO MI
1389 80 100 No MI NO MI
1390 80 100 No MI NO MI
1391 75 100 No MI NO MI
1392 80 100 No MI NO MI
1393 80 95 No MI NO MI
1394 80 95 No MI NO MI
1395 80 100 No MI NO MI
1396 76.59999847 86.17 No MI NO MI
1397 80 89.98 No MI NO MI
1398 79.98000336 79.98 No MI NO MI
1399 80 100 No MI NO MI
1400 75 100 No MI NO MI
1401 80 95 No MI NO MI
1402 80 100 No MI NO MI
1403 80 100 No MI NO MI
1404 80 100 No MI NO MI
1405 70 100 No MI NO MI
1406 80 100 No MI NO MI
1407 75 100 No MI NO MI
1408 80 100 No MI NO MI
1409 80 100 No MI NO MI
1410 80 90 No MI NO MI
1411 74.98999786 99.98 No MI NO MI
1412 70 90 No MI NO MI
1413 79.98000336 99.99 No MI NO MI
1414 75 100 No MI NO MI
1415 75 95 No MI NO MI
1416 75 90 No MI NO MI
1417 80 100 No MI NO MI
1418 80 100 No MI NO MI
1419 80 95 No MI NO MI
1420 72.54000092 72.54 No MI NO MI
1421 70.23999786 70.24 No MI NO MI
1422 69.69000244 69.69 No MI NO MI
1423 70.23999786 70.24 No MI NO MI
1424 76.55999756 100 No MI NO MI
1425 80 100 No MI NO MI
1426 80 80 No MI NO MI
1427 80 100 No MI NO MI
1428 80 100 No MI NO MI
1429 80 100 No MI NO MI
1430 90 90 United Guaranty BPMI
1431 75 100 No MI NO MI
1432 80 95 No MI NO MI
1433 90 90 PMI BPMI
1434 80 95 No MI NO MI
1435 80 95 No MI NO MI
1436 80 98.38 No MI NO MI
1437 74.98999786 94.98 No MI NO MI
1438 80 90 No MI NO MI
1439 80 95 No MI NO MI
1440 80 100 No MI NO MI
1441 80 100 No MI NO MI
1442 80 100 No MI NO MI
1443 79.98000336 89.94 No MI NO MI
1444 79.95999908 89.93 No MI NO MI
1445 70 99.24 No MI NO MI
1446 80 100 No MI NO MI
1447 90 90 PMI BPMI
1448 80 80 No MI NO MI
1449 80 100 No MI NO MI
1450 79.98999786 99.98 No MI NO MI
1451 80 100 No MI NO MI
1452 80 100 No MI NO MI
1453 75 98.33 No MI NO MI
1454 75 95 No MI NO MI
1455 70 76.67 No MI NO MI
1456 80 100 No MI NO MI
1457 80 100 No MI NO MI
1458 80 100 No MI NO MI
1459 64.77999878 90 No MI NO MI
1460 80 100 No MI NO MI
1461 75 95 No MI NO MI
1462 80 100 No MI NO MI
1463 80 100 No MI NO MI
1464 80 100 No MI NO MI
1465 80 100 No MI NO MI
1466 80 100 No MI NO MI
1467 80 100 No MI NO MI
1468 79.98000336 99.96 No MI NO MI
1469 74.91000366 86.14 No MI NO MI
1470 80 80 No MI NO MI
1471 67.31999969 100 No MI NO MI
1472 80 80 No MI NO MI
1473 80 100 No MI NO MI
1474 80 95 No MI NO MI
1475 80 100 No MI NO MI
1476 80 80 No MI NO MI
1477 100 100 GE Capital MI LPMI
1478 75 99.27 No MI NO MI
1479 80 100 No MI NO MI
1480 80 100 No MI NO MI
1481 78.5 99.64 No MI NO MI
1482 80 100 No MI NO MI
1483 80 100 No MI NO MI
1484 80 100 No MI NO MI
1485 70 90 No MI NO MI
1486 80 100 No MI NO MI
1487 80 100 No MI NO MI
1488 80 80 No MI NO MI
1489 72.66999817 89.64 No MI NO MI
1490 80 80 No MI NO MI
1491 80 100 No MI NO MI
1492 80 100 No MI NO MI
1493 80 100 No MI NO MI
1494 80 100 No MI NO MI
1495 79.98999786 95 No MI NO MI
1496 80 90 No MI NO MI
1497 80 100 No MI NO MI
1498 80 99.99 No MI NO MI
1499 80 100 No MI NO MI
1500 70 100 No MI NO MI
1501 80 95 No MI NO MI
1502 80 90 No MI NO MI
1503 79.98999786 99.96 No MI NO MI
1504 75 95 No MI NO MI
1505 79.75 100 No MI NO MI
1506 80 100 No MI NO MI
1507 80 100 No MI NO MI
1508 80 100 No MI NO MI
1509 80 99.08 No MI NO MI
1510 75 95 No MI NO MI
1511 80 95 No MI NO MI
1512 100 100 PMI LPMI
1513 80 80 No MI NO MI
1514 80 100 No MI NO MI
1515 80 95 No MI NO MI
1516 80 100 No MI NO MI
1517 80 100 No MI NO MI
1518 80 90 No MI NO MI
1519 80 100 No MI NO MI
1520 80 100 No MI NO MI
1521 80 100 No MI NO MI
1522 80 100 No MI NO MI
1523 80 100 No MI NO MI
1524 95 95 PMI BPMI
1525 80 100 No MI NO MI
1526 80 95 No MI NO MI
1527 90 90 PMI LPMI
1528 83.33000183 100 PMI BPMI
1529 80 100 No MI NO MI
1530 80 100 No MI NO MI
1531 80 99.89 No MI NO MI
1532 80 94.01 No MI NO MI
1533 80 95 No MI NO MI
1534 80 95 No MI NO MI
1535 75 75 No MI NO MI
1536 79.98999786 99.98 No MI NO MI
1537 80 99.98 No MI NO MI
1538 79.98999786 99.99 No MI NO MI
1539 79.98999786 99.99 No MI NO MI
1540 79.98999786 99.98 No MI NO MI
1541 80 100 No MI NO MI
1542 80 100 No MI NO MI
1543 80 100 No MI NO MI
1544 80 100 No MI NO MI
1545 80 90 No MI NO MI
1546 75 100 No MI NO MI
1547 80 100 No MI NO MI
1548 80 100 No MI NO MI
1549 100 100 PMI LPMI
1550 94.98999786 94.99 PMI LPMI
1551 75 100 No MI NO MI
1552 94.98999786 94.99 PMI LPMI
1553 80 90 No MI NO MI
1554 80 100 No MI NO MI
1555 80 98.24 No MI NO MI
1556 80 100 No MI NO MI
1557 90 100 GE Capital MI BPMI
1558 70 100 No MI NO MI
1559 69.76999664 69.77 No MI NO MI
1560 79.01000214 88.89 No MI NO MI
1561 75 75 No MI NO MI
1562 79.98999786 99.96 No MI NO MI
1563 75 75 No MI NO MI
1564 80 100 No MI NO MI
1565 80 100 No MI NO MI
1566 80 100 No MI NO MI
1567 80 100 No MI NO MI
1568 80 100 No MI NO MI
1569 100 100 PMI LPMI
1570 100 100 PMI LPMI
1571 70 90 No MI NO MI
1572 90.34999847 90.35 PMI BPMI
1573 80 95 No MI NO MI
1574 75 100 No MI NO MI
1575 80 100 No MI NO MI
1576 80 100 No MI NO MI
1577 80 100 No MI NO MI
1578 100 100 PMI LPMI
1579 80 100 No MI NO MI
1580 90 90 PMI LPMI
1581 80 80 No MI NO MI
1582 69.47000122 69.47 No MI NO MI
1583 80 100 No MI NO MI
1584 79.98999786 90 No MI NO MI
1585 80 100 No MI NO MI
1586 80 100 No MI NO MI
1587 75 95 No MI NO MI
1588 75 75 No MI NO MI
1589 80 100 No MI NO MI
1590 80 100 No MI NO MI
1591 75 75 No MI NO MI
1592 80 90 No MI NO MI
1593 80 100 No MI NO MI
1594 80 100 No MI NO MI
1595 79 79 No MI NO MI
1596 80 100 No MI NO MI
1597 80 100 No MI NO MI
1598 80 100 No MI NO MI
1599 75 95 No MI NO MI
1600 80 100 No MI NO MI
1601 80 100 No MI NO MI
1602 79.98999786 90 No MI NO MI
1603 70 100 No MI NO MI
1604 79.97000122 99.94 No MI NO MI
1605 80 100 No MI NO MI
1606 80 100 No MI NO MI
1607 80 99.99 No MI NO MI
1608 80 100 No MI NO MI
1609 79.98000336 99.95 No MI NO MI
1610 75 100 No MI NO MI
1611 80 100 No MI NO MI
1612 67.86000061 67.86 No MI NO MI
1613 80 100 No MI NO MI
1614 80 100 No MI NO MI
1615 75 100 No MI NO MI
1616 75 98.62 No MI NO MI
1617 80 100 No MI NO MI
1618 80 100 No MI NO MI
1619 80 100 No MI NO MI
1620 80 100 No MI NO MI
1621 70 70 No MI NO MI
1622 70 70 No MI NO MI
1623 80 95 No MI NO MI
1624 80 100 No MI NO MI
1625 80 100 No MI NO MI
1626 80 80 No MI NO MI
1627 79.98999786 99.95 No MI NO MI
1628 75 75 No MI NO MI
1629 80 80 No MI NO MI
1630 61.63999939 61.64 No MI NO MI
1631 100 100 PMI LPMI
1632 80 95 No MI NO MI
1633 80 100 No MI NO MI
1634 100 100 PMI LPMI
1635 80 95 No MI NO MI
1636 100 100 PMI LPMI
1637 80 100 No MI NO MI
1638 80 100 No MI NO MI
1639 100 100 PMI LPMI
1640 90 90 Radian Guaranty BPMI
1641 80 99.99 No MI NO MI
1642 79.97000122 89.97 No MI NO MI
1643 80 100 No MI NO MI
1644 100 100 PMI LPMI
1645 80 100 No MI NO MI
1646 80 100 No MI NO MI
1647 80 90 No MI NO MI
1648 79.98000336 99.98 No MI NO MI
1649 64.98000336 99.98 No MI NO MI
1650 64.97000122 99.99 No MI NO MI
1651 80 95 No MI NO MI
1652 80 100 No MI NO MI
1653 80 100 No MI NO MI
1654 80 95 No MI NO MI
1655 100 100 PMI LPMI
1656 80 95 No MI NO MI
1657 80 100 No MI NO MI
1658 100 100 PMI LPMI
1659 80 95 No MI NO MI
1660 80 100 No MI NO MI
1661 77.87999725 100 No MI NO MI
1662 80 100 No MI NO MI
1663 80 100 No MI NO MI
1664 80 98.52 No MI NO MI
1665 79.98999786 99.97 No MI NO MI
1666 70 90 No MI NO MI
1667 90 90 Republic MIC BPMI
1668 70 100 No MI NO MI
1669 80 87.87 No MI NO MI
1670 79.98999786 99.97 No MI NO MI
1671 79.98000336 99.98 No MI NO MI
1672 80 100 No MI NO MI
1673 80 100 No MI NO MI
1674 75 100 No MI NO MI
1675 80 100 No MI NO MI
1676 79.45999908 79.46 No MI NO MI
1677 80 100 No MI NO MI
1678 80 100 No MI NO MI
1679 75 90 No MI NO MI
1680 95 95 PMI LPMI
1681 74.98999786 94.99 No MI NO MI
1682 79.98999786 99.98 No MI NO MI
1683 100 100 PMI LPMI
1684 80 100 No MI NO MI
1685 45.63999939 45.64 No MI NO MI
1686 74.98999786 99.97 No MI NO MI
1687 80 100 No MI NO MI
1688 74.98000336 99.96 No MI NO MI
1689 80 90 No MI NO MI
1690 85 85 PMI LPMI
1691 80 100 No MI NO MI
1692 80 95 No MI NO MI
1693 80 100 No MI NO MI
1694 75 100 No MI NO MI
1695 79.98999786 99.96 No MI NO MI
1696 100 100 PMI LPMI
1697 80 95 No MI NO MI
1698 80 100 No MI NO MI
1699 80 95 No MI NO MI
1700 80 100 No MI NO MI
1701 80 100 No MI NO MI
1702 75 75 No MI NO MI
1703 100 100 PMI LPMI
1704 100 100 PMI LPMI
1705 65 100 No MI NO MI
1706 79.88999939 99.85 No MI NO MI
1707 74.98999786 99.97 No MI NO MI
1708 100 100 PMI LPMI
1709 80 100 No MI NO MI
1710 100 100 PMI LPMI
1711 80 80 No MI NO MI
1712 79.98999786 100 No MI NO MI
1713 80 100 No MI NO MI
1714 80 100 No MI NO MI
1715 78.70999908 94.87 No MI NO MI
1716 80 100 No MI NO MI
1717 75 100 No MI NO MI
1718 75 100 No MI NO MI
1719 80 100 No MI NO MI
1720 100 100 PMI LPMI
1721 80 100 No MI NO MI
1722 70.18000031 95 No MI NO MI
1723 90 90 PMI LPMI
1724 80 100 No MI NO MI
1725 80 100 No MI NO MI
1726 79.98999786 95 No MI NO MI
1727 80 100 No MI NO MI
1728 80 100 No MI NO MI
1729 80 95 No MI NO MI
1730 79.56999969 99.46 No MI NO MI
1731 79.30999756 79.31 No MI NO MI
1732 80 100 No MI NO MI
1733 80 100 No MI NO MI
1734 80 80 No MI NO MI
1735 80 95 No MI NO MI
1736 100 100 PMI LPMI
1737 80 80 No MI NO MI
1738 75 100 No MI NO MI
1739 80 100 No MI NO MI
1740 80 100 No MI NO MI
1741 79.02999878 95 No MI NO MI
1742 80 100 No MI NO MI
1743 79.98999786 99.97 No MI NO MI
1744 100 100 PMI LPMI
1745 80 100 No MI NO MI
1746 85 85 No MI NO MI
1747 80 100 No MI NO MI
1748 80 100 No MI NO MI
1749 80 95 No MI NO MI
1750 80 100 No MI NO MI
1751 80 100 No MI NO MI
1752 75 100 No MI NO MI
1753 80 94.98 No MI NO MI
1754 80 100 No MI NO MI
1755 80 100 No MI NO MI
1756 75 97.33 No MI NO MI
1757 100 100 PMI LPMI
1758 79.98000336 99.94 No MI NO MI
1759 80 100 No MI NO MI
1760 100 100 PMI LPMI
1761 65 65 No MI NO MI
1762 80 100 No MI NO MI
1763 80 100 No MI NO MI
1764 80 95 No MI NO MI
1765 80 100 No MI NO MI
1766 80 100 No MI NO MI
1767 100 100 PMI LPMI
1768 75 100 No MI NO MI
1769 79.98999786 89.96 No MI NO MI
1770 70 90 No MI NO MI
1771 69.95999908 94.93 No MI NO MI
1772 80 100 No MI NO MI
1773 75 100 No MI NO MI
1774 80 100 No MI NO MI
1775 80 100 No MI NO MI
1776 75 100 No MI NO MI
1777 79.98999786 89.99 No MI NO MI
1778 80 94.94 No MI NO MI
1779 80 95 No MI NO MI
1780 80 100 No MI NO MI
1781 80 100 No MI NO MI
1782 100 100 PMI LPMI
1783 80 100 No MI NO MI
1784 75 100 No MI NO MI
1785 69.98000336 99.95 No MI NO MI
1786 80 95 No MI NO MI
1787 80 100 No MI NO MI
1788 76.48999786 99.1 No MI NO MI
1789 80 100 No MI NO MI
1790 80 100 No MI NO MI
1791 80 100 No MI NO MI
1792 80 100 No MI NO MI
1793 68.12000275 68.12 No MI NO MI
1794 68.12000275 68.12 No MI NO MI
1795 80 90 No MI NO MI
1796 80 100 No MI NO MI
1797 100 100 PMI LPMI
1798 80 80 No MI NO MI
1799 74.98999786 99.98 No MI NO MI
1800 74.98999786 99.98 No MI NO MI
1801 80 100 No MI NO MI
1802 74.98999786 99.98 No MI NO MI
1803 80 100 No MI NO MI
1804 77.20999908 77.21 No MI NO MI
1805 80 100 No MI NO MI
1806 80 100 No MI NO MI
1807 75 100 No MI NO MI
1808 65 80 No MI NO MI
1809 79.83999634 90 No MI NO MI
1810 80 100 No MI NO MI
1811 80 100 No MI NO MI
1812 80 100 No MI NO MI
1813 69.73999786 69.74 No MI NO MI
1814 80 89.96 No MI NO MI
1815 75 95 No MI NO MI
1816 80 100 No MI NO MI
1817 80 100 No MI NO MI
1818 80 100 No MI NO MI
1819 80 100 No MI NO MI
1820 80 95 No MI NO MI
1821 80 100 No MI NO MI
1822 80 100 No MI NO MI
1823 80 100 No MI NO MI
1824 80 100 No MI NO MI
1825 80 90 No MI NO MI
1826 75 100 No MI NO MI
1827 74.84999847 100 No MI NO MI
1828 80 100 No MI NO MI
1829 95 95 PMI LPMI
1830 100 100 PMI LPMI
1831 79.98000336 99.98 No MI NO MI
1832 80 100 No MI NO MI
1833 80 95 No MI NO MI
1834 95 95 PMI LPMI
1835 80 95 No MI NO MI
1836 75 100 No MI NO MI
1837 75 100 No MI NO MI
1838 90 90 Republic MIC BPMI
1839 80 100 No MI NO MI
1840 80 80 No MI NO MI
1841 80 100 No MI NO MI
1842 80 100 No MI NO MI
1843 75 75 No MI NO MI
1844 75 75 No MI NO MI
1845 80 100 No MI NO MI
1846 70 100 No MI NO MI
1847 80 100 No MI NO MI
1848 80 100 No MI NO MI
1849 75 100 No MI NO MI
1850 80 90 No MI NO MI
1851 75 100 No MI NO MI
1852 100 100 PMI LPMI
1853 75 90 No MI NO MI
1854 80 100 No MI NO MI
1855 80 95 No MI NO MI
1856 75 100 No MI NO MI
1857 80 100 No MI NO MI
1858 80 100 No MI NO MI
1859 75 100 No MI NO MI
1860 94.68000031 94.68 PMI BPMI
1861 69.98999786 99.96 No MI NO MI
1862 79.11000061 79.11 No MI NO MI
1863 80 80 No MI NO MI
1864 80 86.21 No MI NO MI
1865 80 100 No MI NO MI
1866 80 100 No MI NO MI
1867 80 100 No MI NO MI
1868 100 100 PMI LPMI
1869 80 100 No MI NO MI
1870 80 100 No MI NO MI
1871 100 100 PMI LPMI
1872 79.98999786 99.94 No MI NO MI
1873 80 95 No MI NO MI
1874 80 100 No MI NO MI
1875 75 100 No MI NO MI
1876 75 100 No MI NO MI
1877 75 100 No MI NO MI
1878 80 80 No MI NO MI
1879 79.98999786 99.99 No MI NO MI
1880 80 99.51 No MI NO MI
1881 55.56000137 55.56 No MI NO MI
1882 99.98000336 99.98 PMI LPMI
1883 79.43000031 79.43 No MI NO MI
1884 80 80 No MI NO MI
1885 75 95 No MI NO MI
1886 79.98999786 100 No MI NO MI
1887 80 100 No MI NO MI
1888 80 90 No MI NO MI
1889 80 100 No MI NO MI
1890 80 100 No MI NO MI
1891 80 100 No MI NO MI
1892 80 100 No MI NO MI
1893 80 100 No MI NO MI
1894 80 94.93 No MI NO MI
1895 80 90 No MI NO MI
1896 80 99.39 No MI NO MI
1897 80 100 No MI NO MI
1898 70 100 No MI NO MI
1899 80 100 No MI NO MI
1900 80 100 No MI NO MI
1901 65 65 No MI NO MI
1902 95 95 PMI LPMI
1903 80 95 No MI NO MI
1904 100 100 PMI LPMI
1905 79.30999756 95.69 No MI NO MI
1906 80 100 No MI NO MI
1907 70 90 No MI NO MI
1908 80 100 No MI NO MI
1909 80 100 No MI NO MI
1910 80 100 No MI NO MI
1911 80 83.66 No MI NO MI
1912 70 70 No MI NO MI
1913 80 100 No MI NO MI
1914 80 100 No MI NO MI
1915 80 100 No MI NO MI
1916 80 100 No MI NO MI
1917 80 100 No MI NO MI
1918 75 100 No MI NO MI
1919 75 75 No MI NO MI
1920 80 95 No MI NO MI
1921 75 95 No MI NO MI
1922 80 80 No MI NO MI
1923 80 100 No MI NO MI
1924 80 100 No MI NO MI
1925 73.20999908 98.83 No MI NO MI
1926 75 90 No MI NO MI
1927 80 100 No MI NO MI
1928 100 100 PMI LPMI
1929 80 95.71 No MI NO MI
1930 75 75 No MI NO MI
1931 90 90 Radian Guaranty BPMI
1932 80 100 No MI NO MI
1933 80 100 No MI NO MI
1934 100 100 PMI LPMI
1935 80 100 No MI NO MI
1936 90 90 United Guaranty BPMI
1937 75 100 No MI NO MI
1938 75 100 No MI NO MI
1939 90 90 PMI LPMI
1940 75 100 No MI NO MI
1941 80 95 No MI NO MI
1942 80 95 No MI NO MI
1943 80 100 No MI NO MI
1944 80 90 No MI NO MI
1945 80 100 No MI NO MI
1946 79.98999786 99.98 No MI NO MI
1947 80 80 No MI NO MI
1948 80 100 No MI NO MI
1949 80 100 No MI NO MI
1950 80 100 No MI NO MI
1951 80 99.81 No MI NO MI
1952 73.11000061 73.11 No MI NO MI
1953 95 95 PMI LPMI
1954 80 90 No MI NO MI
1955 80 100 No MI NO MI
1956 80 100 No MI NO MI
1957 80 100 No MI NO MI
1958 80 100 No MI NO MI
1959 80 100 No MI NO MI
1960 79.23000336 79.23 No MI NO MI
1961 80 100 No MI NO MI
1962 75 100 No MI NO MI
1963 70 100 No MI NO MI
1964 80 100 No MI NO MI
1965 80 100 No MI NO MI
1966 80 100 No MI NO MI
1967 80 99.78 No MI NO MI
1968 75 100 No MI NO MI
1969 90 90 PMI LPMI
1970 80 80 No MI NO MI
1971 100 100 PMI LPMI
1972 79.98999786 95 No MI NO MI
1973 80 80 No MI NO MI
1974 80 100 No MI NO MI
1975 75.91000366 75.91 No MI NO MI
1976 80 100 No MI NO MI
1977 80 100 No MI NO MI
1978 80 100 No MI NO MI
1979 80 100 No MI NO MI
1980 75 97.58 No MI NO MI
1981 100 100 PMI LPMI
1982 80 100 No MI NO MI
1983 80 95 No MI NO MI
1984 75 100 No MI NO MI
1985 80 95 No MI NO MI
1986 80 100 No MI NO MI
1987 75 95 No MI NO MI
1988 100 100 PMI LPMI
1989 80 100 No MI NO MI
1990 80 100 No MI NO MI
1991 75 95 No MI NO MI
1992 64.98999786 92.06 No MI NO MI
1993 80 95 No MI NO MI
1994 80 100 No MI NO MI
1995 95 95 PMI LPMI
1996 80 100 No MI NO MI
1997 75 95 No MI NO MI
1998 80 80 No MI NO MI
1999 87.76000214 87.76 PMI BPMI
2000 80 100 No MI NO MI
2001 78.54000092 78.54 No MI NO MI
2002 100 100 PMI LPMI
2003 80 100 No MI NO MI
2004 80 100 No MI NO MI
2005 80 98.98 No MI NO MI
2006 80 80 No MI NO MI
2007 70 100 No MI NO MI
2008 80 100 No MI NO MI
2009 80 100 No MI NO MI
2010 80 100 No MI NO MI
2011 80 80 No MI NO MI
2012 80 100 No MI NO MI
2013 99.98999786 99.99 PMI LPMI
2014 80 95 No MI NO MI
2015 80 100 No MI NO MI
2016 78.55000305 100 No MI NO MI
2017 80 100 No MI NO MI
2018 80 100 No MI NO MI
2019 80 100 No MI NO MI
2020 100 100 PMI LPMI
2021 80 100 No MI NO MI
2022 80 97.65 No MI NO MI
2023 79.93000031 99.89 No MI NO MI
2024 90 90 GE Capital MI BPMI
2025 80 100 No MI NO MI
2026 80 100 No MI NO MI
2027 80 100 No MI NO MI
2028 80 86.52 No MI NO MI
2029 75 100 No MI NO MI
2030 80 95 No MI NO MI
2031 69.98000336 69.98 No MI NO MI
2032 80 100 No MI NO MI
2033 80 100 No MI NO MI
2034 74.58999634 89.51 No MI NO MI
2035 80 89.99 No MI NO MI
2036 80 80 No MI NO MI
2037 80 95 No MI NO MI
2038 70 89.9 No MI NO MI
2039 79.98999786 94.99 No MI NO MI
2040 68.18000031 68.18 No MI NO MI
2041 80 88.18 No MI NO MI
2042 80 100 No MI NO MI
2043 80 93.33 No MI NO MI
2044 80 88.12 No MI NO MI
2045 39.99000168 39.99 No MI NO MI
MIN_RATE ROUNDING_PCT FICO_SCORE FRGN_NAT
1 1.875 0.125 636 N
2 1.875 0.125 749 N
3 1.875 0.125 711 N
4 1.875 0.125 677 N
5 1.875 0.125 657 N
6 1.875 0.125 648 N
7 1.875 0.125 680 N
8 2.375 0.125 645 N
9 1.875 0.125 696 N
10 1.875 0.125 711 N
11 1.875 0.125 647 N
12 1.875 0.125 701 N
13 1.875 0.125 721 N
14 1.875 0.125 697 N
15 1.875 0.125 688 N
16 1.875 0.125 695 N
17 1.875 0.125 704 N
18 1.875 0.125 693 N
19 1.875 0.125 636 N
20 1.875 0.125 624 N
21 1.875 0.125 659 N
22 1.875 0.125 620 N
23 1.875 0.125 678 N
24 1.875 0.125 737 N
25 1.875 0.125 0 Y
26 1.875 0.125 670 N
27 1.875 0.125 673 N
28 1.875 0.125 641 N
29 1.875 0.125 625 N
30 1.875 0.125 677 N
31 1.875 0.125 0 N
32 1.875 0.125 620 N
33 1.565 0.125 705 N
34 1.875 0.125 748 N
35 1.875 0.125 750 N
36 1.875 0.125 693 N
37 1.875 0.125 765 N
38 1.875 0.125 756 N
39 1.875 0.125 682 N
40 1.875 0.125 712 N
41 1.875 0.125 646 N
42 1.875 0.125 728 N
43 1.875 0.125 720 N
44 1.875 0.125 784 N
45 1.875 0.125 677 N
46 1.875 0.125 706 N
47 1.875 0.125 658 N
48 1.875 0.125 701 N
49 1.875 0.125 627 N
50 0.685 0.125 674 N
51 0.765 0.125 682 N
52 1.875 0.125 652 N
53 1.875 0.125 686 N
54 1.875 0.125 683 N
55 1.875 0.125 688 N
56 1.875 0.125 663 N
57 1.875 0.125 663 N
58 1.875 0.125 701 N
59 1.875 0.125 707 N
60 1.875 0.125 690 N
61 1.875 0.125 685 N
62 1.875 0.125 620 N
63 1.875 0.125 688 N
64 1.875 0.125 650 N
65 1.205 0.125 727 N
66 1.875 0.125 683 N
67 1.875 0.125 742 N
68 1.875 0.125 665 N
69 1.875 0.125 686 N
70 1.875 0.125 666 N
71 1.875 0.125 712 N
72 1.875 0.125 727 N
73 1.875 0.125 703 N
74 1.875 0.125 669 N
75 1.875 0.125 692 N
76 1.875 0.125 656 N
77 1.875 0.125 644 N
78 1.875 0.125 691 N
79 1.875 0.125 731 N
80 1.875 0.125 695 N
81 1.875 0.125 744 N
82 1.875 0.125 670 N
83 1.875 0.125 651 N
84 1.875 0.125 695 N
85 1.875 0.125 718 N
86 1.875 0.125 651 N
87 1.875 0.125 724 N
88 1.875 0.125 620 N
89 1.875 0.125 658 N
90 1.875 0.125 660 N
91 1.875 0.125 655 N
92 1.875 0.125 730 N
93 0.555 0.125 664 N
94 2 0.125 682 N
95 1.875 0.125 683 N
96 1.875 0.125 641 N
97 1.875 0.125 717 N
98 1.875 0.125 721 N
99 1.875 0.125 627 N
100 1.875 0.125 703 N
101 1.875 0.125 622 N
102 1.875 0.125 740 N
103 1.875 0.125 699 N
104 1.875 0.125 662 N
105 1.875 0.125 720 N
106 1.875 0.125 691 N
107 1.875 0.125 0 N
108 1.875 0.125 642 N
109 1.875 0.125 707 N
110 1.875 0.125 638 N
111 1.875 0.125 773 N
112 1.875 0.125 768 N
113 1.875 0.125 631 N
114 1.875 0.125 670 N
115 1.875 0.125 627 N
116 1.875 0.125 690 N
117 1.875 0.125 780 N
118 1.875 0.125 669 N
119 1.875 0.125 694 N
120 1.875 0.125 680 N
121 1.875 0.125 707 N
122 1.875 0.125 692 N
123 1.875 0.125 718 N
124 1.055 0.125 774 N
125 0.975 0.125 725 N
126 1.055 0.125 780 N
127 1.875 0.125 686 N
128 1.875 0.125 620 N
129 2.375 0.125 675 N
130 0.755 0.125 713 N
131 1.005 0.125 763 N
132 1.875 0.125 668 N
133 1.875 0.125 664 N
134 1.875 0.125 762 N
135 0.755 0.125 704 N
136 1.165 0.125 788 N
137 1.875 0.125 625 N
138 1.225 0.125 776 N
139 1.875 0.125 678 N
140 1.875 0.125 686 N
141 1.875 0.125 666 N
142 1.875 0.125 770 N
143 1.875 0.125 702 N
144 1.875 0.125 664 N
145 1.875 0.125 645 N
146 1.875 0.125 730 N
147 1.255 0.125 754 N
148 0.685 0.125 708 N
149 1.875 0.125 0 N
150 1.875 0.125 680 N
151 1.875 0.125 710 N
152 1.875 0.125 759 N
153 1.875 0.125 701 N
154 1.875 0.125 621 N
155 1.875 0.125 675 N
156 1.875 0.125 620 N
157 1.875 0.125 722 N
158 0.715 0.125 712 N
159 1.875 0.125 684 N
160 1.875 0.125 645 N
161 1.875 0.125 683 N
162 1.875 0.125 682 N
163 1.875 0.125 708 N
164 1.875 0.125 718 N
165 1.875 0.125 650 N
166 1.875 0.125 648 N
167 1.875 0.125 661 N
168 1.875 0.125 721 N
169 1.875 0.125 757 N
170 1.875 0.125 712 N
171 1.875 0.125 639 N
172 1.875 0.125 668 N
173 0.765 0.125 694 N
174 1.875 0.125 647 N
175 1.875 0.125 709 N
176 1.875 0.125 645 N
177 1.875 0.125 735 N
178 1.875 0.125 624 N
179 2 0.125 729 N
180 1.875 0.125 692 N
181 1.875 0.125 680 N
182 1.875 0.125 646 N
183 1.875 0.125 644 N
184 1.875 0.125 657 N
185 1.875 0.125 729 N
186 1.875 0.125 624 N
187 1.875 0.125 672 N
188 1.875 0.125 672 N
189 1.875 0.125 655 N
190 1.875 0.125 748 N
191 1.875 0.125 642 N
192 1.875 0.125 748 N
193 1.875 0.125 698 N
194 1.875 0.125 701 N
195 1.875 0.125 741 N
196 1.875 0.125 712 N
197 1.875 0.125 620 N
198 1.875 0.125 689 N
199 1.875 0.125 800 N
200 1.875 0.125 630 N
201 1.875 0.125 717 N
202 0.635 0.125 706 N
203 0.955 0.125 701 N
204 1.875 0.125 661 N
205 1.875 0.125 661 N
206 1.875 0.125 677 N
207 1.005 0.125 765 N
208 1.875 0.125 693 N
209 1.875 0.125 644 N
210 1.875 0.125 671 N
211 1.875 0.125 712 N
212 1.875 0.125 627 N
213 1.875 0.125 703 N
214 1.875 0.125 627 N
215 1.875 0.125 620 N
216 1.875 0.125 675 N
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219 1.055 0.125 707 N
220 1.875 0.125 736 N
221 2.375 0.125 736 N
222 1.875 0.125 631 N
223 0.545 0.125 692 N
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225 1.875 0.125 712 N
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229 1.875 0.125 633 N
230 1.875 0.125 677 N
231 1.875 0.125 697 N
232 1.875 0.125 718 N
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234 1.875 0.125 712 N
235 1.875 0.125 750 N
236 1.875 0.125 621 N
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239 2 0.125 684 N
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250 2.05 0.125 714 N
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253 2.05 0.125 681 N
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255 2.05 0.125 704 N
256 2.05 0.125 680 N
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265 2.05 0.125 668 N
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297 1.875 0.125 684 N
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306 1.025 0.125 684 N
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313 1.875 0.125 622 N
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322 1.005 0.125 722 N
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329 1.875 0.125 721 N
330 0.925 0.125 730 N
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530 2.05 0.125 779 N
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719 1.875 0.125 720 N
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731 1.875 0.125 640 N
732 1.875 0.125 733 N
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829 2.05 0.125 688 N
830 2.05 0.125 778 N
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847 2.05 0.125 768 N
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850 2.05 0.125 727 N
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852 2.05 0.125 661 N
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860 2.05 0.125 699 N
861 2.05 0.125 691 N
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864 2.05 0.125 664 N
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866 2.05 0.125 707 N
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870 2.05 0.125 672 N
871 2.05 0.125 713 N
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873 2.05 0.125 777 N
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882 2.05 0.125 691 N
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888 2.05 0.125 772 N
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893 2.05 0.125 691 N
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902 2.05 0.125 695 N
903 2.05 0.125 634 N
904 2.05 0.125 647 N
905 2.05 0.125 661 N
906 2.05 0.125 807 N
907 2 0.125 775 N
908 2 0.125 663 N
909 2 0.125 645 N
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911 2.05 0.125 726 N
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999 2.05 0.125 777 N
1000 2.05 0.125 754 N
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1002 2.05 0.125 684 N
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1004 2.05 0.125 683 N
1005 2.05 0.125 664 N
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1020 2.05 0.125 736 N
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1027 2.05 0.125 768 N
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1101 2.05 0.125 685 N
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1554 1.875 0.125 620 N
1555 1.875 0.125 683 N
1556 1.875 0.125 620 N
1557 1.875 0.125 668 N
1558 1.875 0.125 702 N
1559 1.875 0.125 708 N
1560 1.875 0.125 660 N
1561 1.875 0.125 620 N
1562 1.875 0.125 722 N
1563 1.875 0.125 624 N
1564 1.875 0.125 688 N
1565 1.875 0.125 690 N
1566 1.875 0.125 629 N
1567 1.875 0.125 683 N
1568 1.875 0.125 683 N
1569 1.005 0.125 727 N
1570 1.005 0.125 739 N
1571 1.875 0.125 664 N
1572 1.875 0.125 654 N
1573 1.875 0.125 677 N
1574 1.875 0.125 701 N
1575 1.875 0.125 706 N
1576 1.875 0.125 701 N
1577 1.875 0.125 635 N
1578 1.005 0.125 741 N
1579 1.875 0.125 663 N
1580 1.135 0.125 698 N
1581 1.875 0.125 668 N
1582 1.875 0.125 648 N
1583 1.875 0.125 684 N
1584 1.875 0.125 682 N
1585 1.875 0.125 700 N
1586 1.875 0.125 697 N
1587 1.875 0.125 699 N
1588 1.875 0.125 672 N
1589 1.875 0.125 683 N
1590 1.875 0.125 620 N
1591 1.875 0.125 688 N
1592 1.875 0.125 675 N
1593 1.875 0.125 748 N
1594 1.875 0.125 688 N
1595 1.875 0.125 670 N
1596 1.875 0.125 684 N
1597 1.875 0.125 719 N
1598 1.875 0.125 724 N
1599 1.875 0.125 665 N
1600 1.875 0.125 0 N
1601 1.875 0.125 620 N
1602 1.875 0.125 686 N
1603 1.875 0.125 708 N
1604 1.875 0.125 698 N
1605 1.875 0.125 680 N
1606 1.875 0.125 668 N
1607 1.875 0.125 682 N
1608 1.875 0.125 799 N
1609 1.875 0.125 629 N
1610 1.875 0.125 700 N
1611 1.875 0.125 683 N
1612 1.875 0.125 684 N
1613 1.875 0.125 711 N
1614 1.875 0.125 0 N
1615 1.875 0.125 663 N
1616 1.875 0.125 765 N
1617 1.875 0.125 686 N
1618 1.875 0.125 719 N
1619 1.875 0.125 687 N
1620 1.875 0.125 695 N
1621 1.875 0.125 671 N
1622 1.875 0.125 671 N
1623 1.875 0.125 685 N
1624 1.875 0.125 739 N
1625 1.875 0.125 683 N
1626 1.875 0.125 764 N
1627 1.875 0.125 677 N
1628 1.875 0.125 657 N
1629 1.875 0.125 651 N
1630 1.875 0.125 743 N
1631 1.225 0.125 787 N
1632 1.875 0.125 697 N
1633 1.875 0.125 0 N
1634 0.995 0.125 754 N
1635 1.875 0.125 626 N
1636 1.055 0.125 810 N
1637 1.875 0.125 724 N
1638 1.875 0.125 689 N
1639 0.545 0.125 681 N
1640 1.875 0.125 627 N
1641 1.875 0.125 770 N
1642 1.875 0.125 653 N
1643 1.875 0.125 707 N
1644 0.865 0.125 717 N
1645 1.875 0.125 694 N
1646 1.875 0.125 624 N
1647 1.875 0.125 655 N
1648 1.875 0.125 721 N
1649 1.875 0.125 705 N
1650 1.875 0.125 705 N
1651 1.875 0.125 732 N
1652 1.875 0.125 716 N
1653 1.875 0.125 735 N
1654 1.875 0.125 707 N
1655 1.255 0.125 785 N
1656 1.875 0.125 671 N
1657 1.875 0.125 732 N
1658 0.525 0.125 697 N
1659 1.875 0.125 762 N
1660 1.875 0.125 622 N
1661 1.875 0.125 731 N
1662 1.875 0.125 624 N
1663 2.375 0.125 680 N
1664 1.875 0.125 635 N
1665 1.875 0.125 645 N
1666 1.875 0.125 677 N
1667 1.875 0.125 671 N
1668 1.875 0.125 727 N
1669 1.875 0.125 636 N
1670 1.875 0.125 728 N
1671 1.875 0.125 709 N
1672 1.875 0.125 682 N
1673 1.875 0.125 724 N
1674 1.875 0.125 755 N
1675 1.875 0.125 620 N
1676 1.875 0.125 650 N
1677 1.875 0.125 641 N
1678 1.875 0.125 695 N
1679 1.875 0.125 661 N
1680 1.045 0.125 681 N
1681 1.875 0.125 700 N
1682 1.875 0.125 648 N
1683 1.005 0.125 755 N
1684 1.875 0.125 652 N
1685 1.875 0.125 651 N
1686 1.875 0.125 652 N
1687 1.875 0.125 0 N
1688 1.875 0.125 646 N
1689 2.375 0.125 720 N
1690 1.575 0.125 771 N
1691 1.875 0.125 764 N
1692 1.875 0.125 689 N
1693 1.875 0.125 657 N
1694 1.875 0.125 730 N
1695 1.875 0.125 698 N
1696 0.755 0.125 714 N
1697 1.875 0.125 706 N
1698 1.875 0.125 703 N
1699 1.875 0.125 670 N
1700 1.875 0.125 716 N
1701 1.875 0.125 810 N
1702 1.875 0.125 0 Y
1703 0.915 0.125 708 N
1704 1.145 0.125 732 N
1705 1.875 0.125 625 N
1706 1.875 0.125 689 N
1707 1.875 0.125 698 N
1708 1.005 0.125 740 N
1709 1.875 0.125 759 N
1710 1.055 0.125 744 N
1711 1.875 0.125 703 N
1712 1.875 0.125 692 N
1713 1.875 0.125 644 N
1714 1.875 0.125 740 N
1715 1.875 0.125 784 N
1716 1.875 0.125 709 N
1717 1.875 0.125 687 N
1718 1.875 0.125 630 N
1719 1.875 0.125 760 N
1720 0.635 0.125 717 N
1721 1.875 0.125 693 N
1722 1.875 0.125 667 N
1723 1.425 0.125 742 N
1724 1.875 0.125 647 N
1725 1.875 0.125 687 N
1726 1.875 0.125 688 N
1727 1.875 0.125 743 N
1728 1.875 0.125 620 N
1729 1.875 0.125 726 N
1730 1.875 0.125 629 N
1731 1.875 0.125 691 N
1732 1.875 0.125 734 N
1733 1.875 0.125 692 N
1734 1.875 0.125 806 N
1735 1.875 0.125 698 N
1736 1.065 0.125 734 N
1737 1.875 0.125 638 N
1738 1.875 0.125 690 N
1739 1.875 0.125 684 N
1740 1.875 0.125 683 N
1741 1.875 0.125 638 N
1742 1.875 0.125 703 N
1743 1.875 0.125 689 N
1744 1.055 0.125 751 N
1745 1.875 0.125 633 N
1746 1.875 0.125 780 N
1747 1.875 0.125 633 N
1748 1.875 0.125 662 N
1749 1.875 0.125 699 N
1750 1.875 0.125 623 N
1751 1.875 0.125 768 N
1752 1.875 0.125 688 N
1753 1.875 0.125 660 N
1754 1.875 0.125 621 N
1755 1.875 0.125 620 N
1756 1.875 0.125 683 N
1757 1.175 0.125 749 N
1758 1.875 0.125 635 N
1759 1.875 0.125 0 N
1760 0.685 0.125 703 N
1761 1.875 0.125 0 Y
1762 1.875 0.125 652 N
1763 1.875 0.125 749 N
1764 1.875 0.125 707 N
1765 1.875 0.125 687 N
1766 1.875 0.125 720 N
1767 1.005 0.125 795 N
1768 1.875 0.125 695 N
1769 1.875 0.125 768 N
1770 1.875 0.125 650 N
1771 1.875 0.125 668 N
1772 1.875 0.125 666 N
1773 1.875 0.125 793 N
1774 1.875 0.125 686 N
1775 1.875 0.125 627 N
1776 1.875 0.125 688 N
1777 1.875 0.125 737 N
1778 1.875 0.125 705 N
1779 1.875 0.125 705 N
1780 1.875 0.125 728 N
1781 1.875 0.125 620 N
1782 1.035 0.125 711 N
1783 1.875 0.125 751 N
1784 1.875 0.125 716 N
1785 1.875 0.125 783 N
1786 1.875 0.125 680 N
1787 1.875 0.125 773 N
1788 1.875 0.125 683 N
1789 1.875 0.125 664 N
1790 1.875 0.125 666 N
1791 1.875 0.125 733 N
1792 1.875 0.125 666 N
1793 1.875 0.125 694 N
1794 1.875 0.125 694 N
1795 1.875 0.125 667 N
1796 1.875 0.125 670 N
1797 1.055 0.125 774 N
1798 1.875 0.125 661 N
1799 1.875 0.125 743 N
1800 1.875 0.125 741 N
1801 1.875 0.125 639 N
1802 1.875 0.125 743 N
1803 1.875 0.125 701 N
1804 1.875 0.125 687 N
1805 1.875 0.125 701 N
1806 1.875 0.125 717 N
1807 1.875 0.125 784 N
1808 1.875 0.125 717 N
1809 1.875 0.125 666 N
1810 1.875 0.125 750 N
1811 1.875 0.125 666 N
1812 1.875 0.125 705 N
1813 1.875 0.125 686 N
1814 1.875 0.125 660 N
1815 1.875 0.125 749 N
1816 1.875 0.125 656 N
1817 1.875 0.125 709 N
1818 1.875 0.125 676 N
1819 1.875 0.125 703 N
1820 1.875 0.125 655 N
1821 1.875 0.125 703 N
1822 1.875 0.125 680 N
1823 1.875 0.125 697 N
1824 1.875 0.125 661 N
1825 1.875 0.125 644 N
1826 1.875 0.125 717 N
1827 1.875 0.125 651 N
1828 1.875 0.125 734 N
1829 1.405 0.125 769 N
1830 0.695 0.125 683 N
1831 1.875 0.125 663 N
1832 1.875 0.125 672 N
1833 1.875 0.125 640 N
1834 0.475 0.125 653 N
1835 1.875 0.125 755 N
1836 1.875 0.125 620 N
1837 1.875 0.125 707 N
1838 1.875 0.125 705 N
1839 1.875 0.125 633 N
1840 1.875 0.125 627 N
1841 1.875 0.125 761 N
1842 1.875 0.125 674 N
1843 1.875 0.125 735 N
1844 1.875 0.125 735 N
1845 1.875 0.125 660 N
1846 1.875 0.125 736 N
1847 1.875 0.125 649 N
1848 1.875 0.125 709 N
1849 1.875 0.125 0 N
1850 1.875 0.125 678 N
1851 1.875 0.125 724 N
1852 0.915 0.125 726 N
1853 1.875 0.125 791 N
1854 1.875 0.125 0 N
1855 1.875 0.125 660 N
1856 1.875 0.125 622 N
1857 1.875 0.125 620 N
1858 1.875 0.125 620 N
1859 1.875 0.125 700 N
1860 1.875 0.125 691 N
1861 1.875 0.125 706 N
1862 1.875 0.125 761 N
1863 1.875 0.125 724 N
1864 1.875 0.125 707 N
1865 1.875 0.125 761 N
1866 1.875 0.125 685 N
1867 1.875 0.125 713 N
1868 1.305 0.125 743 N
1869 1.875 0.125 743 N
1870 1.875 0.125 0 N
1871 1.225 0.125 785 N
1872 1.875 0.125 679 N
1873 1.875 0.125 669 N
1874 1.875 0.125 696 N
1875 1.875 0.125 752 N
1876 1.875 0.125 805 N
1877 1.875 0.125 731 N
1878 1.875 0.125 688 N
1879 1.875 0.125 664 N
1880 1.875 0.125 630 N
1881 2.375 0.125 632 N
1882 0.755 0.125 715 N
1883 2.375 0.125 760 N
1884 1.875 0.125 704 N
1885 1.875 0.125 720 N
1886 1.875 0.125 771 N
1887 1.875 0.125 654 N
1888 1.875 0.125 678 N
1889 1.875 0.125 737 N
1890 1.875 0.125 790 N
1891 1.875 0.125 715 N
1892 1.875 0.125 703 N
1893 1.875 0.125 694 N
1894 1.875 0.125 654 N
1895 1.875 0.125 647 N
1896 1.875 0.125 648 N
1897 1.875 0.125 719 N
1898 1.875 0.125 688 N
1899 1.875 0.125 690 N
1900 1.875 0.125 671 N
1901 1.875 0.125 754 N
1902 1.295 0.125 778 N
1903 1.875 0.125 689 N
1904 0.755 0.125 704 N
1905 1.875 0.125 687 N
1906 1.875 0.125 620 N
1907 1.875 0.125 788 N
1908 1.875 0.125 692 N
1909 1.875 0.125 655 N
1910 1.875 0.125 655 N
1911 1.875 0.125 692 N
1912 1.875 0.125 671 N
1913 1.875 0.125 723 N
1914 1.875 0.125 700 N
1915 1.875 0.125 620 N
1916 1.875 0.125 655 N
1917 1.875 0.125 0 N
1918 1.875 0.125 696 N
1919 1.875 0.125 638 N
1920 1.875 0.125 751 N
1921 1.875 0.125 686 N
1922 1.875 0.125 630 N
1923 1.875 0.125 714 N
1924 1.875 0.125 697 N
1925 1.875 0.125 680 N
1926 1.875 0.125 676 N
1927 1.875 0.125 625 N
1928 1.225 0.125 772 N
1929 1.875 0.125 732 N
1930 1.875 0.125 638 N
1931 1.875 0.125 734 N
1932 1.875 0.125 749 N
1933 1.875 0.125 668 N
1934 1.245 0.125 752 N
1935 1.875 0.125 640 N
1936 1.875 0.125 651 N
1937 1.875 0.125 692 N
1938 1.875 0.125 695 N
1939 1.345 0.125 725 N
1940 1.875 0.125 692 N
1941 1.875 0.125 685 N
1942 1.875 0.125 687 N
1943 1.875 0.125 724 N
1944 1.875 0.125 663 N
1945 1.875 0.125 664 N
1946 1.875 0.125 690 N
1947 1.875 0.125 654 N
1948 1.875 0.125 707 N
1949 1.875 0.125 693 N
1950 1.875 0.125 755 N
1951 1.875 0.125 625 N
1952 1.875 0.125 620 N
1953 1.295 0.125 726 N
1954 2.375 0.125 717 N
1955 1.875 0.125 635 N
1956 1.875 0.125 663 N
1957 1.875 0.125 620 N
1958 1.875 0.125 771 N
1959 1.875 0.125 633 N
1960 1.875 0.125 723 N
1961 1.875 0.125 0 N
1962 2.125 0.125 633 N
1963 1.875 0.125 722 N
1964 2.125 0.125 711 N
1965 1.875 0.125 628 N
1966 2.125 0.125 727 N
1967 1.875 0.125 765 N
1968 1.875 0.125 725 N
1969 1.005 0.125 662 N
1970 1.875 0.125 624 N
1971 0.585 0.125 673 N
1972 1.875 0.125 667 N
1973 1.875 0.125 664 N
1974 1.875 0.125 661 N
1975 1.875 0.125 678 N
1976 1.875 0.125 713 N
1977 1.875 0.125 0 N
1978 1.875 0.125 666 N
1979 1.875 0.125 769 N
1980 1.875 0.125 795 N
1981 1.055 0.125 784 N
1982 1.875 0.125 660 N
1983 1.875 0.125 686 N
1984 1.875 0.125 701 N
1985 2.375 0.125 620 N
1986 1.875 0.125 621 N
1987 1.875 0.125 705 N
1988 1.195 0.125 748 N
1989 1.875 0.125 691 N
1990 1.875 0.125 693 N
1991 1.875 0.125 706 N
1992 1.875 0.125 703 N
1993 1.875 0.125 724 N
1994 1.875 0.125 717 N
1995 0.605 0.125 659 N
1996 1.875 0.125 703 N
1997 1.875 0.125 707 N
1998 1.875 0.125 790 N
1999 1.875 0.125 656 N
2000 1.875 0.125 721 N
2001 1.875 0.125 661 N
2002 0.755 0.125 705 N
2003 1.875 0.125 721 N
2004 1.875 0.125 795 N
2005 1.875 0.125 659 N
2006 1.875 0.125 678 N
2007 1.875 0.125 631 N
2008 1.875 0.125 693 N
2009 1.875 0.125 698 N
2010 1.875 0.125 751 N
2011 1.875 0.125 697 N
2012 1.875 0.125 711 N
2013 1.325 0.125 734 N
2014 1.875 0.125 685 N
2015 1.875 0.125 669 N
2016 1.875 0.125 699 N
2017 1.875 0.125 620 N
2018 1.875 0.125 615 N
2019 1.875 0.125 665 N
2020 0.755 0.125 700 N
2021 1.875 0.125 682 N
2022 1.875 0.125 653 N
2023 1.875 0.125 711 N
2024 1.875 0.125 758 N
2025 1.875 0.125 700 N
2026 1.875 0.125 687 N
2027 1.875 0.125 659 N
2028 1.875 0.125 677 N
2029 1.875 0.125 695 N
2030 1.875 0.125 702 N
2031 2 0.125 0 Y
2032 1.875 0.125 686 N
2033 1.875 0.125 768 N
2034 1.875 0.125 728 N
2035 2 0.125 728 N
2036 3 0.125 800 N
2037 2 0.125 630 N
2038 2 0.125 667 N
2039 2 0.125 749 N
2040 2 0.125 633 N
2041 2 0.125 696 N
2042 2 0.125 750 N
2043 2 0.125 661 N
2044 2 0.125 637 N
2045 2 0.125 620 N
DOCTYPE LOAN_PURP OCCTYPE PROPTYPE
1 Full Purchase Owner Occupied Single Family
2 Stated Income Purchase Investor Single Family
3 No Income/Verified Asset Purchase Owner Occupied Condominium
4 Stated Income Purchase Owner Occupied Condominium
5 Full Purchase Owner Occupied Condominium
6 No Income/Verified Asset Purchase Owner Occupied PUD
7 Stated Income Purchase Second Home Condominium
8 Stated/Stated Purchase Second Home PUD
9 No Ratio Purchase Investor Single Family
10 No Ratio Purchase Investor PUD
11 Stated Income Cash Out Refinance Owner Occupied 2-4 Family
12 Stated Income Cash Out Refinance Investor Single Family
13 Stated Income Purchase Investor Single Family
14 No Ratio Purchase Owner Occupied 2-4 Family
15 Stated Income Purchase Second Home PUD
16 Stated Income Cash Out Refinance Owner Occupied PUD
17 No Ratio Purchase Investor Single Family
18 Stated/Stated Purchase Investor Single Family
19 No Income/Verified Asset Purchase Owner Occupied PUD
20 Stated Income Rate/Term Refinance Owner Occupied Single Family
21 Stated Income Purchase Owner Occupied Condominium
22 Stated Income Purchase Owner Occupied PUD
23 Stated/Stated Cash Out Refinance Investor Single Family
24 No Income/Verified Asset Purchase Second Home Single Family
25 Full Purchase Second Home Condominium
26 No Ratio Purchase Investor Single Family
27 No Ratio Purchase Investor Condominium
28 No Ratio Purchase Owner Occupied 2-4 Family
29 No Income/No Asset Rate/Term Refinance Owner Occupied Single Family
30 No Ratio Purchase Owner Occupied Single Family
31 No Income/Verified Asset Purchase Owner Occupied 2-4 Family
32 Stated Income Purchase Owner Occupied Single Family
33 No Documentation Rate/Term Refinance Owner Occupied Condominium
34 Stated Income Purchase Investor Single Family
35 Stated Income Cash Out Refinance Investor Single Family
36 Stated/Stated Cash Out Refinance Investor Single Family
37 No Ratio Purchase Investor PUD
38 No Ratio Purchase Investor Single Family
39 No Ratio Purchase Owner Occupied Single Family
40 No Ratio Purchase Owner Occupied PUD
41 Stated Income Purchase Investor PUD
42 No Ratio Purchase Investor PUD
43 No Income/Verified Asset Purchase Owner Occupied PUD
44 Stated Income Purchase Owner Occupied PUD
45 No Ratio Purchase Investor PUD
46 No Ratio Purchase Investor Single Family
47 No Ratio Purchase Owner Occupied Townhouse
48 No Ratio Purchase Investor Townhouse
49 No Ratio Purchase Owner Occupied PUD
50 Stated Income Purchase Owner Occupied PUD
51 No Ratio Purchase Owner Occupied Single Family
52 Stated Income Purchase Second Home PUD
53 No Ratio Cash Out Refinance Investor 2-4 Family
54 No Documentation Purchase Investor 2-4 Family
55 No Ratio Purchase Investor PUD
56 No Income/Verified Asset Purchase Owner Occupied PUD
57 No Ratio Purchase Owner Occupied PUD
58 Stated/Stated Purchase Investor Single Family
59 Stated Income Purchase Owner Occupied 2-4 Family
60 No Ratio Purchase Investor PUD
61 Stated Income Purchase Owner Occupied 2-4 Family
62 No Ratio Purchase Owner Occupied Single Family
63 Stated Income Purchase Investor Single Family
64 No Ratio Purchase Owner Occupied Condominium
65 No Income/Verified Asset Purchase Investor Single Family
66 No Income/Verified Asset Purchase Owner Occupied Single Family
67 No Income/Verified Asset Purchase Investor PUD
68 No Ratio Purchase Investor PUD
69 Stated Income Purchase Investor Single Family
70 No Ratio Purchase Investor Townhouse
71 No Ratio Purchase Investor Condominium
72 No Ratio Purchase Owner Occupied Condominium
73 Stated Income Rate/Term Refinance Investor Townhouse
74 No Income/Verified Asset Purchase Investor PUD
75 No Ratio Purchase Investor PUD
76 No Income/Verified Asset Purchase Second Home Single Family
77 No Ratio Purchase Owner Occupied 2-4 Family
78 Stated Income Purchase Owner Occupied 2-4 Family
79 Stated/Stated Purchase Investor 2-4 Family
80 Stated Income Purchase Investor Single Family
81 Stated Income Purchase Investor Single Family
82 No Ratio Cash Out Refinance Investor Single Family
83 No Ratio Purchase Investor PUD
84 No Ratio Purchase Investor Single Family
85 Stated Income Cash Out Refinance Owner Occupied PUD
86 No Ratio Purchase Owner Occupied PUD
87 No Ratio Purchase Investor PUD
88 No Ratio Purchase Owner Occupied Single Family
89 Stated Income Purchase Investor 2-4 Family
90 Stated Income Purchase Owner Occupied Condominium
91 No Ratio Purchase Investor Condominium
92 No Income/Verified Asset Purchase Investor Townhouse
93 No Ratio Purchase Owner Occupied Single Family
94 Stated Income Purchase Owner Occupied Single Family
95 No Ratio Purchase Investor Townhouse
96 No Ratio Cash Out Refinance Owner Occupied Single Family
97 Stated Income Purchase Investor Single Family
98 Stated Income Purchase Investor 2-4 Family
99 Stated Income Purchase Owner Occupied PUD
100 Stated Income Purchase Investor Single Family
101 No Ratio Purchase Owner Occupied 2-4 Family
102 Stated Income Purchase Investor Single Family
103 Stated Income Purchase Investor PUD
104 No Income/Verified Asset Purchase Owner Occupied PUD
105 No Income/No Asset Purchase Owner Occupied Single Family
106 Stated Income Purchase Investor Single Family
107 Stated Income Purchase Owner Occupied PUD
108 No Income/Verified Asset Cash Out Refinance Owner Occupied Single Family
109 Stated Income Purchase Investor Single Family
110 No Ratio Purchase Owner Occupied Condominium
111 Stated/Stated Purchase Investor Single Family
112 No Documentation Purchase Owner Occupied Condominium
113 No Income/Verified Asset Purchase Owner Occupied PUD
114 No Income/Verified Asset Purchase Investor Townhouse
115 Stated Income Purchase Investor Single Family
116 Stated Income Purchase Investor Single Family
117 No Income/Verified Asset Purchase Investor Condominium
118 No Ratio Purchase Owner Occupied Single Family
119 Stated Income Purchase Investor Single Family
120 Stated Income Purchase Investor Single Family
121 Stated/Stated Purchase Investor Single Family
122 No Income/Verified Asset Purchase Investor Single Family
123 No Documentation Cash Out Refinance Owner Occupied Single Family
124 Stated Income Purchase Investor PUD
125 Stated Income Purchase Investor PUD
126 Stated Income Purchase Investor PUD
127 Stated Income Cash Out Refinance Investor PUD
128 No Ratio Purchase Owner Occupied PUD
129 No Income/Verified Asset Purchase Owner Occupied Single Family
130 Stated Income Purchase Investor Single Family
131 No Income/Verified Asset Purchase Investor PUD
132 Stated Income Purchase Investor PUD
133 No Ratio Purchase Investor Single Family
134 No Ratio Purchase Investor PUD
135 Stated Income Purchase Investor Single Family
136 Full Purchase Investor Condominium
137 No Ratio Cash Out Refinance Investor Single Family
138 Full Purchase Investor 2-4 Family
139 No Ratio Purchase Investor PUD
140 Stated Income Purchase Second Home Condominium
141 Stated Income Purchase Owner Occupied 2-4 Family
142 Stated Income Purchase Second Home PUD
143 Stated Income Purchase Investor Single Family
144 No Documentation Purchase Owner Occupied 2-4 Family
145 No Documentation Purchase Owner Occupied PUD
146 No Income/Verified Asset Purchase Owner Occupied 2-4 Family
147 No Income/Verified Asset Purchase Owner Occupied Single Family
148 No Ratio Purchase Investor Single Family
149 No Income/No Asset Purchase Owner Occupied 2-4 Family
150 No Ratio Purchase Owner Occupied PUD
151 Stated/Stated Purchase Investor Single Family
152 Stated/Stated Purchase Investor Single Family
153 Stated Income Purchase Investor Single Family
154 No Documentation Rate/Term Refinance Owner Occupied Single Family
155 No Ratio Purchase Owner Occupied PUD
156 No Ratio Purchase Owner Occupied Condominium
157 Stated Income Purchase Owner Occupied Single Family
158 Full Purchase Investor Condominium
159 No Income/Verified Asset Purchase Investor 2-4 Family
160 No Income/Verified Asset Purchase Owner Occupied PUD
161 Stated Income Purchase Investor Single Family
162 No Ratio Purchase Investor Single Family
163 No Ratio Purchase Owner Occupied PUD
164 Stated/Stated Purchase Investor Single Family
165 Stated Income Rate/Term Refinance Owner Occupied PUD
166 Stated Income Purchase Owner Occupied Single Family
167 No Income/Verified Asset Purchase Owner Occupied Townhouse
168 Stated Income Purchase Investor Single Family
169 No Ratio Purchase Owner Occupied Single Family
170 No Ratio Purchase Owner Occupied PUD
171 Full Purchase Owner Occupied PUD
172 No Ratio Purchase Owner Occupied PUD
173 No Income/Verified Asset Purchase Owner Occupied Single Family
174 No Ratio Cash Out Refinance Owner Occupied Single Family
175 Stated Income Purchase Investor Single Family
176 No Income/Verified Asset Purchase Owner Occupied PUD
177 Stated Income Purchase Investor Single Family
178 No Income/Verified Asset Purchase Owner Occupied Single Family
179 No Income/Verified Asset Rate/Term Refinance Investor Single Family
180 No Income/Verified Asset Purchase Investor Single Family
181 No Ratio Purchase Owner Occupied Single Family
182 Stated/Stated Purchase Owner Occupied Single Family
183 Stated Income Purchase Owner Occupied Townhouse
184 Stated Income Purchase Owner Occupied Single Family
185 No Income/Verified Asset Purchase Investor Single Family
186 Stated Income Purchase Owner Occupied Single Family
187 No Income/Verified Asset Purchase Owner Occupied Single Family
188 No Income/Verified Asset Purchase Investor Single Family
189 No Ratio Rate/Term Refinance Owner Occupied Single Family
190 No Income/Verified Asset Purchase Investor Townhouse
191 Stated Income Purchase Owner Occupied Single Family
192 No Income/Verified Asset Purchase Investor Single Family
193 Stated Income Purchase Owner Occupied 2-4 Family
194 No Ratio Purchase Investor Single Family
195 No Ratio Purchase Investor Single Family
196 No Income/Verified Asset Purchase Owner Occupied PUD
197 Stated Income Purchase Owner Occupied Townhouse
198 No Ratio Purchase Investor Single Family
199 No Income/Verified Asset Purchase Owner Occupied Single Family
200 No Income/Verified Asset Purchase Owner Occupied 2-4 Family
201 No Income/Verified Asset Purchase Owner Occupied Single Family
202 Stated Income Purchase Investor Single Family
203 Full Purchase Investor PUD
204 No Documentation Cash Out Refinance Investor Single Family
205 No Documentation Cash Out Refinance Investor Single Family
206 No Ratio Purchase Investor Single Family
207 No Ratio Purchase Investor PUD
208 No Ratio Purchase Investor Single Family
209 No Income/Verified Asset Purchase Owner Occupied Single Family
210 Full Purchase Investor Single Family
211 Stated Income Purchase Investor Single Family
212 No Income/Verified Asset Purchase Owner Occupied PUD
213 No Ratio Purchase Investor Townhouse
214 Stated Income Purchase Owner Occupied Condominium
215 No Income/Verified Asset Purchase Owner Occupied PUD
216 Stated Income Purchase Investor PUD
217 Stated Income Purchase Investor Condominium
218 No Documentation Purchase Owner Occupied Condominium
219 Stated Income Purchase Investor PUD
220 No Ratio Cash Out Refinance Investor Condominium
221 No Ratio Cash Out Refinance Investor Condominium
222 No Income/Verified Asset Purchase Owner Occupied PUD
223 Full Purchase Investor Single Family
224 No Income/Verified Asset Purchase Owner Occupied Single Family
225 No Documentation Cash Out Refinance Owner Occupied Single Family
226 Full Purchase Second Home Single Family
227 Stated Income Cash Out Refinance Investor Single Family
228 Stated Income Rate/Term Refinance Owner Occupied Single Family
229 No Documentation Cash Out Refinance Owner Occupied PUD
230 Stated Income Purchase Owner Occupied Single Family
231 Full Purchase Investor Single Family
232 Stated/Stated Purchase Investor PUD
233 No Ratio Purchase Owner Occupied PUD
234 No Income/Verified Asset Purchase Owner Occupied PUD
235 Full Purchase Investor Single Family
236 Full Purchase Investor Single Family
237 Full Purchase Investor PUD
238 Full Purchase Investor PUD
239 Stated Income Cash Out Refinance Owner Occupied Condominium
240 Stated Income Purchase Investor PUD
241 Stated Income Purchase Investor Condominium
242 Stated/Stated Cash Out Refinance Owner Occupied PUD
243 Stated/Stated Rate/Term Refinance Owner Occupied Single Family
244 Stated Income Purchase Owner Occupied PUD
245 Stated Income Purchase Owner Occupied Single Family
246 Stated Income Purchase Owner Occupied Single Family
247 Stated Income Purchase Owner Occupied PUD
248 No Ratio Purchase Investor PUD
249 Stated Income Cash Out Refinance Owner Occupied Single Family
250 Stated Income Cash Out Refinance Owner Occupied Single Family
251 No Ratio Cash Out Refinance Owner Occupied Single Family
252 Stated Income Cash Out Refinance Owner Occupied 2-4 Family
253 Stated Income Purchase Second Home Condominium
254 Stated/Stated Cash Out Refinance Owner Occupied Single Family
255 Stated Income Purchase Owner Occupied PUD
256 Stated Income Rate/Term Refinance Owner Occupied Single Family
257 Full Cash Out Refinance Owner Occupied Condominium
258 Stated Income Cash Out Refinance Owner Occupied Single Family
259 Stated Income Cash Out Refinance Second Home Single Family
260 Full Cash Out Refinance Owner Occupied Single Family
261 Full Cash Out Refinance Owner Occupied PUD
262 Stated Income Cash Out Refinance Owner Occupied Single Family
263 Full Cash Out Refinance Owner Occupied PUD
264 Stated Income Purchase Owner Occupied PUD
265 Stated Income Purchase Owner Occupied Condominium
266 Stated Income Purchase Owner Occupied Single Family
267 Stated Income Purchase Owner Occupied Single Family
268 No Documentation Purchase Investor Single Family
269 No Income/Verified Asset Purchase Second Home PUD
270 No Ratio Purchase Investor PUD
271 No Ratio Purchase Owner Occupied Condominium
272 No Ratio Cash Out Refinance Owner Occupied Single Family
273 Stated Income Purchase Investor PUD
274 No Income/Verified Asset Cash Out Refinance Owner Occupied PUD
275 No Documentation Cash Out Refinance Owner Occupied Single Family
276 No Income/Verified Asset Purchase Owner Occupied PUD
277 No Documentation Purchase Investor Condominium
278 No Documentation Purchase Investor Single Family
279 Stated Income Purchase Investor Single Family
280 No Documentation Cash Out Refinance Owner Occupied Single Family
281 Stated Income Purchase Investor 2-4 Family
282 No Ratio Purchase Second Home Condominium
283 Alternative Cash Out Refinance Owner Occupied Single Family
284 Stated Income Rate/Term Refinance Second Home Condominium
285 No Ratio Purchase Investor PUD
286 No Ratio Purchase Investor PUD
287 No Income/No Asset Purchase Owner Occupied PUD
288 Stated/Stated Purchase Owner Occupied Single Family
289 No Ratio Purchase Investor PUD
290 No Ratio Purchase Owner Occupied 2-4 Family
291 No Documentation Purchase Investor 2-4 Family
292 Stated Income Purchase Investor Condominium
293 Stated Income Purchase Investor Condominium
294 No Ratio Purchase Owner Occupied Single Family
295 Full Cash Out Refinance Owner Occupied Single Family
296 Stated/Stated Purchase Owner Occupied Single Family
297 Stated Income Purchase Second Home Condominium
298 Stated Income Purchase Owner Occupied PUD
299 Stated Income Purchase Investor PUD
300 Stated Income Cash Out Refinance Owner Occupied Single Family
301 No Ratio Purchase Owner Occupied Condominium
302 No Ratio Purchase Owner Occupied Single Family
303 No Income/Verified Asset Purchase Investor Single Family
304 Stated Income Purchase Investor Townhouse
305 Stated Income Cash Out Refinance Investor PUD
306 Stated Income Purchase Investor 2-4 Family
307 Stated Income Purchase Investor Single Family
308 No Income/Verified Asset Purchase Owner Occupied Single Family
309 Stated Income Cash Out Refinance Owner Occupied Single Family
310 Stated Income Purchase Owner Occupied PUD
311 Stated Income Purchase Investor PUD
312 No Documentation Purchase Owner Occupied Condominium
313 Stated/Stated Purchase Owner Occupied Single Family
314 No Ratio Purchase Owner Occupied PUD
315 Stated Income Cash Out Refinance Second Home PUD
316 No Ratio Purchase Investor Single Family
317 No Ratio Purchase Owner Occupied PUD
318 No Ratio Purchase Owner Occupied PUD
319 No Ratio Purchase Owner Occupied Single Family
320 No Ratio Purchase Owner Occupied PUD
321 No Ratio Purchase Second Home PUD
322 No Ratio Purchase Second Home Condominium
323 No Income/Verified Asset Purchase Owner Occupied Condominium
324 Stated Income Purchase Investor PUD
325 Stated/Stated Purchase Owner Occupied PUD
326 No Ratio Purchase Investor Single Family
327 No Ratio Purchase Owner Occupied Single Family
328 Stated/Stated Purchase Investor Single Family
329 No Ratio Purchase Investor PUD
330 Stated Income Purchase Investor Single Family
331 No Documentation Purchase Owner Occupied PUD
332 No Ratio Purchase Investor 2-4 Family
333 No Ratio Purchase Investor Condominium
334 Stated Income Cash Out Refinance Investor Single Family
335 Stated Income Purchase Investor Single Family
336 Stated Income Purchase Second Home Condominium
337 No Income/Verified Asset Purchase Investor 2-4 Family
338 Stated Income Purchase Owner Occupied Single Family
339 No Income/Verified Asset Purchase Owner Occupied Single Family
340 Stated Income Purchase Investor PUD
341 No Ratio Purchase Owner Occupied PUD
342 Full Cash Out Refinance Owner Occupied Single Family
343 No Income/Verified Asset Purchase Owner Occupied Single Family
344 Stated/Stated Purchase Investor Condominium
345 Stated Income Purchase Owner Occupied Townhouse
346 Stated Income Purchase Investor Single Family
347 Full Purchase Second Home PUD
348 Stated Income Rate/Term Refinance Owner Occupied PUD
349 Full Rate/Term Refinance Owner Occupied PUD
350 Stated Income Purchase Owner Occupied Single Family
351 Prefered Cash Out Refinance Owner Occupied Single Family
352 No Ratio Purchase Owner Occupied Single Family
353 Stated Income Cash Out Refinance Owner Occupied Single Family
354 Stated Income Purchase Owner Occupied PUD
355 Stated Income Purchase Owner Occupied PUD
356 Stated Income Cash Out Refinance Owner Occupied Single Family
357 Stated Income Cash Out Refinance Owner Occupied PUD
358 Stated Income Purchase Owner Occupied Single Family
359 Stated Income Cash Out Refinance Owner Occupied PUD
360 No Ratio Purchase Owner Occupied PUD
361 No Ratio Purchase Owner Occupied Single Family
362 Stated/Stated Purchase Owner Occupied Condominium
363 Stated Income Purchase Owner Occupied PUD
364 No Ratio Cash Out Refinance Owner Occupied Single Family
365 Stated Income Cash Out Refinance Owner Occupied PUD
366 Stated Income Cash Out Refinance Owner Occupied Condominium
367 No Ratio Cash Out Refinance Owner Occupied 2-4 Family
368 Stated Income Cash Out Refinance Owner Occupied Single Family
369 Stated Income Cash Out Refinance Owner Occupied Single Family
370 Stated Income Rate/Term Refinance Owner Occupied Single Family
371 Stated Income Cash Out Refinance Owner Occupied Single Family
372 Stated Income Purchase Owner Occupied Single Family
373 Stated/Stated Cash Out Refinance Owner Occupied Single Family
374 Full Cash Out Refinance Owner Occupied Single Family
375 Stated Income Purchase Owner Occupied Single Family
376 Full Cash Out Refinance Owner Occupied Single Family
377 No Ratio Purchase Owner Occupied Condominium
378 No Ratio Purchase Second Home PUD
379 No Ratio Purchase Owner Occupied PUD
380 Stated Income Purchase Owner Occupied PUD
381 Stated/Stated Purchase Owner Occupied PUD
382 Stated Income Purchase Owner Occupied Single Family
383 Stated/Stated Purchase Owner Occupied Single Family
384 Stated Income Purchase Owner Occupied PUD
385 Stated Income Rate/Term Refinance Owner Occupied Single Family
386 Stated Income Cash Out Refinance Owner Occupied PUD
387 Full Cash Out Refinance Second Home Single Family
388 Stated Income Cash Out Refinance Owner Occupied Single Family
389 No Ratio Purchase Owner Occupied Condominium
390 Stated Income Purchase Investor Single Family
391 No Ratio Purchase Investor Single Family
392 No Income/Verified Asset Rate/Term Refinance Owner Occupied PUD
393 Stated Income Purchase Investor 2-4 Family
394 Stated Income Purchase Investor 2-4 Family
395 Stated Income Purchase Owner Occupied PUD
396 Stated Income Purchase Owner Occupied PUD
397 Stated Income Cash Out Refinance Owner Occupied Single Family
398 Stated Income Rate/Term Refinance Owner Occupied Single Family
399 Full Cash Out Refinance Investor Single Family
400 Stated Income Rate/Term Refinance Owner Occupied PUD
401 No Ratio Cash Out Refinance Second Home Single Family
402 Stated Income Rate/Term Refinance Second Home Single Family
403 Stated Income Purchase Investor Single Family
404 Stated/Stated Cash Out Refinance Owner Occupied Single Family
405 Stated Income Cash Out Refinance Owner Occupied Single Family
406 Stated Income Purchase Owner Occupied Single Family
407 Stated Income Purchase Owner Occupied PUD
408 Stated/Stated Purchase Owner Occupied Single Family
409 Stated Income Purchase Owner Occupied PUD
410 No Documentation Purchase Second Home Single Family
411 Stated Income Purchase Owner Occupied Condominium
412 No Ratio Cash Out Refinance Second Home Single Family
413 Stated/Stated Purchase Owner Occupied PUD
414 Stated Income Purchase Owner Occupied Single Family
415 No Ratio Purchase Owner Occupied PUD
416 Stated Income Rate/Term Refinance Second Home Single Family
417 Stated Income Cash Out Refinance Second Home Single Family
418 Stated Income Purchase Owner Occupied Single Family
419 Stated Income Cash Out Refinance Second Home Single Family
420 Stated Income Cash Out Refinance Owner Occupied Single Family
421 Stated Income Rate/Term Refinance Owner Occupied Single Family
422 Stated/Stated Cash Out Refinance Owner Occupied Single Family
423 Full Rate/Term Refinance Owner Occupied PUD
424 Stated Income Cash Out Refinance Owner Occupied Single Family
425 No Documentation Purchase Owner Occupied PUD
426 Stated Income Purchase Owner Occupied Single Family
427 Stated Income Rate/Term Refinance Second Home PUD
428 Stated Income Purchase Owner Occupied Single Family
429 Stated Income Purchase Owner Occupied Single Family
430 Stated Income Purchase Owner Occupied Single Family
431 Stated Income Purchase Owner Occupied PUD
432 Stated Income Purchase Investor Single Family
433 Stated Income Rate/Term Refinance Owner Occupied PUD
434 No Ratio Purchase Owner Occupied Single Family
435 Stated Income Rate/Term Refinance Owner Occupied PUD
436 Stated Income Purchase Owner Occupied Condominium
437 Stated Income Purchase Investor Condominium
438 Stated Income Purchase Owner Occupied Single Family
439 Stated Income Rate/Term Refinance Owner Occupied Single Family
440 Stated Income Purchase Owner Occupied Single Family
441 Stated/Stated Rate/Term Refinance Investor PUD
442 Stated Income Cash Out Refinance Owner Occupied PUD
443 Stated/Stated Purchase Owner Occupied Single Family
444 Stated Income Purchase Second Home Single Family
445 Full Cash Out Refinance Owner Occupied Single Family
446 Stated Income Purchase Owner Occupied PUD
447 Full Purchase Owner Occupied PUD
448 Stated Income Purchase Second Home PUD
449 Stated/Stated Cash Out Refinance Owner Occupied Single Family
450 Stated Income Purchase Second Home Condominium
451 Full Purchase Owner Occupied Single Family
452 Stated Income Purchase Second Home Single Family
453 Stated Income Purchase Owner Occupied Single Family
454 Stated Income Rate/Term Refinance Owner Occupied Single Family
455 Stated Income Cash Out Refinance Owner Occupied 2-4 Family
456 Stated Income Cash Out Refinance Owner Occupied PUD
457 Alternative Purchase Owner Occupied Condominium
458 No Documentation Cash Out Refinance Owner Occupied PUD
459 No Documentation Purchase Owner Occupied Condominium
460 No Ratio Purchase Owner Occupied PUD
461 No Ratio Purchase Owner Occupied PUD
462 No Documentation Purchase Second Home Single Family
463 Stated Income Cash Out Refinance Second Home Single Family
464 Stated Income Cash Out Refinance Owner Occupied Single Family
465 Stated Income Purchase Owner Occupied Single Family
466 Stated Income Rate/Term Refinance Investor Single Family
467 Full Cash Out Refinance Owner Occupied Single Family
468 Stated Income Rate/Term Refinance Owner Occupied Single Family
469 Stated Income Purchase Owner Occupied Single Family
470 Stated Income Purchase Owner Occupied PUD
471 Stated Income Cash Out Refinance Second Home Single Family
472 Full Rate/Term Refinance Second Home PUD
473 Prefered Purchase Investor Condominium
474 Stated Income Rate/Term Refinance Owner Occupied Single Family
475 Stated Income Purchase Owner Occupied Single Family
476 Alternative Rate/Term Refinance Owner Occupied PUD
477 Stated Income Cash Out Refinance Owner Occupied PUD
478 Stated Income Purchase Owner Occupied Single Family
479 Stated Income Cash Out Refinance Owner Occupied Single Family
480 Stated Income Purchase Owner Occupied PUD
481 Stated Income Rate/Term Refinance Owner Occupied PUD
482 Stated Income Rate/Term Refinance Owner Occupied Single Family
483 Stated Income Cash Out Refinance Owner Occupied Single Family
484 Stated Income Cash Out Refinance Owner Occupied Single Family
485 Stated Income Purchase Owner Occupied PUD
486 Stated Income Purchase Second Home PUD
487 Stated Income Purchase Owner Occupied Single Family
488 Stated Income Purchase Owner Occupied Single Family
489 Stated Income Purchase Owner Occupied Single Family
490 Stated Income Cash Out Refinance Second Home PUD
491 Stated Income Purchase Owner Occupied Single Family
492 Stated Income Cash Out Refinance Owner Occupied Single Family
493 Stated Income Rate/Term Refinance Owner Occupied Single Family
494 Stated Income Purchase Owner Occupied Single Family
495 Stated Income Purchase Owner Occupied Condominium
496 Stated Income Rate/Term Refinance Second Home Single Family
497 Stated Income Purchase Owner Occupied Single Family
498 Stated Income Purchase Owner Occupied Single Family
499 Alternative Purchase Owner Occupied Condominium
500 Stated Income Purchase Owner Occupied Condominium
501 No Ratio Purchase Second Home Single Family
502 Stated Income Cash Out Refinance Owner Occupied Single Family
503 No Ratio Purchase Owner Occupied Single Family
504 Stated Income Purchase Investor Single Family
505 No Ratio Cash Out Refinance Owner Occupied PUD
506 Stated Income Cash Out Refinance Owner Occupied PUD
507 Stated Income Purchase Owner Occupied Single Family
508 Stated Income Purchase Owner Occupied PUD
509 Prefered Purchase Investor Condominium
510 Stated Income Purchase Second Home Condominium
511 Stated Income Purchase Owner Occupied Single Family
512 Stated Income Purchase Investor PUD
513 No Ratio Purchase Owner Occupied Single Family
514 Stated Income Purchase Owner Occupied PUD
515 Stated Income Cash Out Refinance Owner Occupied Single Family
516 Stated/Stated Cash Out Refinance Second Home 2-4 Family
517 Stated Income Purchase Owner Occupied Single Family
518 Stated Income Purchase Owner Occupied PUD
519 Stated Income Purchase Owner Occupied PUD
520 No Documentation Purchase Owner Occupied Single Family
521 Stated/Stated Cash Out Refinance Owner Occupied Single Family
522 No Ratio Rate/Term Refinance Owner Occupied Single Family
523 Stated Income Purchase Owner Occupied Condominium
524 Full Cash Out Refinance Owner Occupied Single Family
525 Stated Income Cash Out Refinance Owner Occupied Single Family
526 No Documentation Purchase Owner Occupied PUD
527 Stated Income Cash Out Refinance Second Home Single Family
528 Stated Income Purchase Owner Occupied PUD
529 Stated Income Cash Out Refinance Owner Occupied PUD
530 Stated Income Purchase Owner Occupied 2-4 Family
531 Stated Income Purchase Owner Occupied Single Family
532 Stated Income Cash Out Refinance Second Home Single Family
533 Stated Income Purchase Owner Occupied PUD
534 Stated Income Cash Out Refinance Owner Occupied Single Family
535 Full Rate/Term Refinance Owner Occupied Single Family
536 Alternative Cash Out Refinance Owner Occupied PUD
537 Full Purchase Owner Occupied Condominium
538 Stated Income Cash Out Refinance Owner Occupied PUD
539 Alternative Purchase Owner Occupied PUD
540 Stated Income Rate/Term Refinance Owner Occupied Condominium
541 Stated Income Cash Out Refinance Owner Occupied Single Family
542 Stated Income Cash Out Refinance Owner Occupied Single Family
543 Stated Income Purchase Owner Occupied Single Family
544 Stated Income Purchase Owner Occupied Single Family
545 Stated Income Purchase Second Home PUD
546 Prefered Purchase Owner Occupied Condominium
547 Full Purchase Owner Occupied Single Family
548 Stated Income Purchase Second Home Single Family
549 Stated Income Purchase Owner Occupied Single Family
550 Stated Income Cash Out Refinance Owner Occupied PUD
551 Stated Income Cash Out Refinance Owner Occupied Condominium
552 Stated Income Cash Out Refinance Owner Occupied PUD
553 Full Cash Out Refinance Owner Occupied Single Family
554 Stated Income Cash Out Refinance Owner Occupied PUD
555 Stated Income Purchase Owner Occupied Single Family
556 Alternative Cash Out Refinance Second Home Single Family
557 Stated Income Rate/Term Refinance Owner Occupied PUD
558 Stated Income Purchase Owner Occupied Single Family
559 Stated Income Purchase Owner Occupied Single Family
560 Stated Income Cash Out Refinance Owner Occupied Single Family
561 Stated Income Purchase Owner Occupied Single Family
562 Stated Income Cash Out Refinance Owner Occupied Single Family
563 Stated Income Rate/Term Refinance Owner Occupied Condominium
564 Stated Income Purchase Owner Occupied Townhouse
565 Stated Income Rate/Term Refinance Owner Occupied PUD
566 Stated Income Purchase Owner Occupied PUD
567 Stated Income Cash Out Refinance Owner Occupied Single Family
568 Stated Income Rate/Term Refinance Owner Occupied PUD
569 Stated Income Purchase Owner Occupied Single Family
570 Stated Income Cash Out Refinance Owner Occupied Single Family
571 Stated Income Cash Out Refinance Owner Occupied Single Family
572 Stated Income Rate/Term Refinance Owner Occupied PUD
573 Stated Income Purchase Owner Occupied Single Family
574 Stated Income Cash Out Refinance Owner Occupied Single Family
575 Stated Income Purchase Owner Occupied PUD
576 Stated Income Cash Out Refinance Second Home Single Family
577 Stated Income Purchase Owner Occupied 2-4 Family
578 Stated Income Rate/Term Refinance Second Home Single Family
579 Stated Income Rate/Term Refinance Owner Occupied Single Family
580 Stated Income Purchase Owner Occupied PUD
581 Stated Income Purchase Owner Occupied PUD
582 Stated Income Purchase Second Home 2-4 Family
583 Stated Income Purchase Owner Occupied Condominium
584 Full Rate/Term Refinance Owner Occupied PUD
585 No Documentation Cash Out Refinance Owner Occupied PUD
586 Stated Income Purchase Owner Occupied PUD
587 Stated Income Purchase Owner Occupied Condominium
588 Stated Income Rate/Term Refinance Owner Occupied Single Family
589 Stated Income Purchase Owner Occupied PUD
590 Stated/Stated Cash Out Refinance Owner Occupied Condominium
591 Full Rate/Term Refinance Second Home Single Family
592 Stated Income Rate/Term Refinance Owner Occupied Single Family
593 Stated Income Purchase Owner Occupied Single Family
594 Stated Income Purchase Owner Occupied Single Family
595 Stated Income Cash Out Refinance Owner Occupied Single Family
596 Stated Income Purchase Owner Occupied PUD
597 Full Purchase Owner Occupied Condominium
598 Stated Income Purchase Owner Occupied Single Family
599 No Ratio Cash Out Refinance Owner Occupied PUD
600 Stated Income Purchase Owner Occupied Single Family
601 No Ratio Rate/Term Refinance Owner Occupied Single Family
602 Stated/Stated Rate/Term Refinance Owner Occupied Single Family
603 No Ratio Cash Out Refinance Owner Occupied Single Family
604 Full Rate/Term Refinance Owner Occupied Single Family
605 Stated Income Purchase Owner Occupied Single Family
606 Stated Income Purchase Owner Occupied Single Family
607 Stated Income Rate/Term Refinance Second Home Single Family
608 Stated Income Purchase Owner Occupied PUD
609 No Ratio Rate/Term Refinance Owner Occupied Single Family
610 Stated Income Rate/Term Refinance Second Home Single Family
611 Stated Income Purchase Owner Occupied 2-4 Family
612 Stated Income Cash Out Refinance Owner Occupied Single Family
613 No Ratio Cash Out Refinance Owner Occupied Single Family
614 Stated Income Cash Out Refinance Owner Occupied Single Family
615 Stated Income Cash Out Refinance Owner Occupied Single Family
616 Stated Income Cash Out Refinance Owner Occupied PUD
617 Stated Income Cash Out Refinance Owner Occupied PUD
618 Stated Income Rate/Term Refinance Second Home Single Family
619 Stated Income Cash Out Refinance Owner Occupied Single Family
620 Stated Income Cash Out Refinance Owner Occupied Single Family
621 Alternative Cash Out Refinance Owner Occupied Single Family
622 Stated Income Cash Out Refinance Second Home Single Family
623 No Ratio Purchase Owner Occupied Single Family
624 Stated Income Purchase Owner Occupied Single Family
625 Stated Income Cash Out Refinance Owner Occupied Single Family
626 Stated Income Purchase Owner Occupied PUD
627 Stated Income Cash Out Refinance Second Home Single Family
628 Stated Income Cash Out Refinance Second Home PUD
629 Stated Income Cash Out Refinance Owner Occupied Single Family
630 Stated Income Purchase Investor Condominium
631 No Ratio Cash Out Refinance Owner Occupied Single Family
632 Stated Income Cash Out Refinance Owner Occupied Single Family
633 No Documentation Rate/Term Refinance Owner Occupied Condominium
634 Stated Income Purchase Owner Occupied PUD
635 Prefered Purchase Investor Condominium
636 Stated Income Purchase Owner Occupied Single Family
637 Stated Income Cash Out Refinance Owner Occupied Single Family
638 Stated Income Purchase Owner Occupied Single Family
639 Stated Income Purchase Owner Occupied Single Family
640 Stated Income Cash Out Refinance Owner Occupied Single Family
641 Stated Income Rate/Term Refinance Owner Occupied Single Family
642 Stated Income Purchase Investor PUD
643 No Ratio Rate/Term Refinance Owner Occupied Single Family
644 No Ratio Cash Out Refinance Second Home Single Family
645 Prefered Rate/Term Refinance Investor Condominium
646 Stated Income Rate/Term Refinance Owner Occupied Single Family
647 Full Rate/Term Refinance Second Home PUD
648 Stated Income Purchase Owner Occupied Single Family
649 Stated Income Cash Out Refinance Owner Occupied Single Family
650 Stated Income Cash Out Refinance Owner Occupied Single Family
651 Alternative Rate/Term Refinance Owner Occupied Single Family
652 Stated Income Cash Out Refinance Owner Occupied PUD
653 Stated Income Cash Out Refinance Owner Occupied Single Family
654 Stated Income Purchase Owner Occupied Single Family
655 Stated Income Rate/Term Refinance Owner Occupied Single Family
656 Stated Income Purchase Owner Occupied Single Family
657 No Ratio Rate/Term Refinance Owner Occupied Single Family
658 Stated Income Purchase Second Home Single Family
659 Full Cash Out Refinance Owner Occupied Condominium
660 Stated Income Cash Out Refinance Owner Occupied Single Family
661 Stated Income Rate/Term Refinance Owner Occupied Single Family
662 No Ratio Rate/Term Refinance Investor Single Family
663 Alternative Rate/Term Refinance Owner Occupied Single Family
664 Stated Income Purchase Owner Occupied Single Family
665 Full Cash Out Refinance Owner Occupied Single Family
666 Stated Income Rate/Term Refinance Investor Single Family
667 Stated Income Cash Out Refinance Owner Occupied PUD
668 Stated Income Purchase Owner Occupied Single Family
669 Stated Income Rate/Term Refinance Owner Occupied Single Family
670 Stated Income Purchase Owner Occupied PUD
671 No Ratio Purchase Owner Occupied Single Family
672 Stated Income Purchase Owner Occupied Single Family
673 Stated Income Cash Out Refinance Owner Occupied Single Family
674 Stated Income Cash Out Refinance Owner Occupied PUD
675 No Ratio Purchase Second Home Single Family
676 Stated Income Purchase Owner Occupied Single Family
677 Stated Income Cash Out Refinance Owner Occupied Single Family
678 Stated Income Rate/Term Refinance Owner Occupied PUD
679 No Documentation Purchase Owner Occupied PUD
680 Stated Income Purchase Owner Occupied Single Family
681 Stated Income Rate/Term Refinance Owner Occupied Single Family
682 Stated Income Purchase Owner Occupied PUD
683 Stated Income Purchase Owner Occupied Single Family
684 Stated Income Cash Out Refinance Owner Occupied Single Family
685 Stated Income Purchase Owner Occupied Single Family
686 Stated Income Purchase Owner Occupied Condominium
687 Stated Income Purchase Owner Occupied Single Family
688 Stated Income Purchase Owner Occupied Single Family
689 Stated Income Purchase Owner Occupied Single Family
690 Stated Income Cash Out Refinance Owner Occupied Condominium
691 Stated Income Purchase Owner Occupied Single Family
692 Stated Income Purchase Owner Occupied Single Family
693 Stated Income Purchase Investor Condominium
694 Stated Income Purchase Owner Occupied Single Family
695 Stated Income Cash Out Refinance Investor Single Family
696 No Ratio Purchase Owner Occupied PUD
697 Stated Income Cash Out Refinance Owner Occupied Single Family
698 Stated Income Cash Out Refinance Owner Occupied Condominium
699 Stated Income Purchase Investor Condominium
700 Stated Income Purchase Investor 2-4 Family
701 Full Rate/Term Refinance Owner Occupied Condominium
702 Stated Income Purchase Owner Occupied Single Family
703 Stated Income Purchase Owner Occupied Single Family
704 Stated Income Cash Out Refinance Owner Occupied Condominium
705 Stated Income Cash Out Refinance Owner Occupied PUD
706 Stated Income Purchase Owner Occupied Condominium
707 Stated Income Purchase Owner Occupied Condominium
708 Stated Income Purchase Owner Occupied Single Family
709 Alternative Rate/Term Refinance Owner Occupied Single Family
710 Stated Income Rate/Term Refinance Owner Occupied Single Family
711 Stated Income Rate/Term Refinance Owner Occupied Single Family
712 Stated Income Purchase Owner Occupied PUD
713 Full Cash Out Refinance Owner Occupied Single Family
714 Stated Income Cash Out Refinance Owner Occupied Single Family
715 Stated Income Purchase Owner Occupied Condominium
716 Stated Income Purchase Owner Occupied Single Family
717 Full Purchase Second Home Single Family
718 Stated Income Purchase Owner Occupied Condominium
719 No Ratio Cash Out Refinance Investor 2-4 Family
720 No Ratio Purchase Owner Occupied Single Family
721 Stated Income Purchase Investor Single Family
722 Stated Income Cash Out Refinance Owner Occupied Single Family
723 No Income/Verified Asset Purchase Investor Townhouse
724 No Ratio Purchase Owner Occupied PUD
725 No Income/Verified Asset Purchase Owner Occupied Single Family
726 No Ratio Purchase Investor 2-4 Family
727 No Ratio Rate/Term Refinance Investor Condominium
728 No Ratio Rate/Term Refinance Owner Occupied Single Family
729 Stated Income Cash Out Refinance Owner Occupied Single Family
730 No Ratio Cash Out Refinance Investor 2-4 Family
731 Stated Income Purchase Owner Occupied Single Family
732 No Ratio Purchase Investor Condominium
733 No Income/Verified Asset Purchase Owner Occupied Condominium
734 No Ratio Purchase Investor 2-4 Family
735 No Income/Verified Asset Purchase Owner Occupied Townhouse
736 Stated Income Purchase Investor Townhouse
737 Stated Income Purchase Investor 2-4 Family
738 Stated Income Purchase Investor Single Family
739 No Ratio Purchase Owner Occupied PUD
740 Stated Income Purchase Investor Single Family
741 Alternative Cash Out Refinance Owner Occupied Single Family
742 Stated Income Cash Out Refinance Owner Occupied PUD
743 Stated Income Purchase Owner Occupied Single Family
744 Full Rate/Term Refinance Owner Occupied Single Family
745 Stated Income Purchase Second Home Single Family
746 Limited Rate/Term Refinance Owner Occupied Single Family
747 Alternative Purchase Second Home Single Family
748 Stated Income Rate/Term Refinance Owner Occupied Single Family
749 Full Purchase Investor Single Family
750 Stated Income Purchase Second Home Single Family
751 Stated Income Rate/Term Refinance Investor PUD
752 Stated Income Purchase Second Home Condominium
753 Prefered Purchase Owner Occupied Condominium
754 Full Purchase Owner Occupied Condominium
755 Stated Income Cash Out Refinance Investor Single Family
756 Stated Income Cash Out Refinance Owner Occupied Single Family
757 Stated Income Purchase Owner Occupied PUD
758 Stated Income Purchase Owner Occupied PUD
759 Stated Income Cash Out Refinance Owner Occupied Single Family
760 Stated Income Purchase Owner Occupied Single Family
761 Stated Income Cash Out Refinance Owner Occupied Single Family
762 Stated Income Purchase Owner Occupied Single Family
763 Stated Income Purchase Owner Occupied PUD
764 Full Purchase Owner Occupied Single Family
765 Stated Income Purchase Owner Occupied Single Family
766 Full Rate/Term Refinance Owner Occupied Single Family
767 Stated Income Rate/Term Refinance Owner Occupied Single Family
768 Stated Income Purchase Second Home Single Family
769 Stated Income Purchase Owner Occupied PUD
770 Stated Income Rate/Term Refinance Owner Occupied Single Family
771 Stated Income Rate/Term Refinance Owner Occupied Single Family
772 Stated Income Cash Out Refinance Owner Occupied Single Family
773 Stated Income Purchase Owner Occupied PUD
774 Full Cash Out Refinance Owner Occupied PUD
775 Stated Income Purchase Owner Occupied Single Family
776 Stated Income Cash Out Refinance Owner Occupied Single Family
777 Stated Income Purchase Owner Occupied Single Family
778 Stated Income Purchase Second Home Single Family
779 Stated Income Rate/Term Refinance Owner Occupied Single Family
780 Stated Income Purchase Owner Occupied Single Family
781 Stated Income Purchase Investor Condominium
782 Stated Income Purchase Investor PUD
783 Stated Income Rate/Term Refinance Owner Occupied PUD
784 Stated Income Purchase Owner Occupied Condominium
785 Full Purchase Owner Occupied Single Family
786 Stated Income Purchase Owner Occupied Single Family
787 Stated Income Purchase Owner Occupied Single Family
788 Stated Income Purchase Owner Occupied PUD
789 Stated Income Purchase Owner Occupied Single Family
790 Stated Income Cash Out Refinance Owner Occupied PUD
791 Stated Income Purchase Owner Occupied PUD
792 Stated Income Rate/Term Refinance Owner Occupied Single Family
793 Stated Income Cash Out Refinance Owner Occupied Single Family
794 Stated Income Purchase Owner Occupied Single Family
795 Stated Income Rate/Term Refinance Owner Occupied Single Family
796 Stated Income Cash Out Refinance Owner Occupied PUD
797 Stated Income Cash Out Refinance Owner Occupied PUD
798 Stated Income Purchase Owner Occupied Condominium
799 Full Cash Out Refinance Owner Occupied Single Family
800 Stated Income Purchase Owner Occupied Single Family
801 Stated Income Purchase Owner Occupied PUD
802 Stated Income Cash Out Refinance Owner Occupied Single Family
803 Stated Income Cash Out Refinance Second Home Single Family
804 Stated Income Purchase Owner Occupied Single Family
805 Full Purchase Second Home PUD
806 Stated Income Rate/Term Refinance Investor Single Family
807 Stated Income Purchase Owner Occupied Single Family
808 Full Cash Out Refinance Investor Condominium
809 No Ratio Cash Out Refinance Owner Occupied 2-4 Family
810 No Ratio Purchase Owner Occupied Condominium
811 Full Purchase Investor Single Family
812 Full Cash Out Refinance Owner Occupied Single Family
813 Stated Income Purchase Owner Occupied PUD
814 No Ratio Rate/Term Refinance Owner Occupied Single Family
815 No Ratio Cash Out Refinance Owner Occupied Single Family
816 No Ratio Cash Out Refinance Owner Occupied Condominium
817 No Ratio Purchase Owner Occupied Condominium
818 No Ratio Purchase Owner Occupied Single Family
819 No Ratio Purchase Owner Occupied Condominium
820 No Ratio Cash Out Refinance Owner Occupied Single Family
821 No Ratio Cash Out Refinance Second Home Condominium
822 No Ratio Purchase Owner Occupied Single Family
823 No Ratio Purchase Owner Occupied Condominium
824 No Documentation Purchase Owner Occupied Single Family
825 No Ratio Cash Out Refinance Owner Occupied Single Family
826 Stated Income Cash Out Refinance Owner Occupied PUD
827 Stated Income Cash Out Refinance Owner Occupied Condominium
828 Stated Income Rate/Term Refinance Owner Occupied Single Family
829 Full Purchase Second Home Condominium
830 Stated Income Purchase Owner Occupied Single Family
831 No Income/No Asset Purchase Owner Occupied Single Family
832 No Ratio Rate/Term Refinance Second Home Condominium
833 Full Cash Out Refinance Second Home Single Family
834 Stated Income Rate/Term Refinance Owner Occupied Single Family
835 No Ratio Cash Out Refinance Owner Occupied Single Family
836 Stated Income Purchase Owner Occupied Single Family
837 No Ratio Purchase Owner Occupied Single Family
838 Stated Income Purchase Investor Single Family
839 Prefered Purchase Investor Condominium
840 Stated Income Purchase Owner Occupied Single Family
841 Stated Income Purchase Owner Occupied Single Family
842 Prefered Purchase Investor Condominium
843 Full Cash Out Refinance Investor Single Family
844 Stated Income Cash Out Refinance Investor PUD
845 Stated Income Rate/Term Refinance Owner Occupied Single Family
846 Stated Income Purchase Owner Occupied Single Family
847 No Documentation Purchase Owner Occupied Condominium
848 Stated Income Purchase Owner Occupied Condominium
849 Stated Income Rate/Term Refinance Owner Occupied Single Family
850 Stated Income Purchase Owner Occupied Single Family
851 Full Purchase Owner Occupied Single Family
852 Stated Income Purchase Owner Occupied Single Family
853 Stated Income Rate/Term Refinance Second Home PUD
854 Stated Income Purchase Owner Occupied Single Family
855 Stated Income Purchase Owner Occupied Single Family
856 Alternative Rate/Term Refinance Owner Occupied Condominium
857 Alternative Cash Out Refinance Owner Occupied PUD
858 Stated/Stated Purchase Investor Condominium
859 Stated Income Rate/Term Refinance Owner Occupied Single Family
860 Alternative Purchase Owner Occupied Single Family
861 Stated Income Cash Out Refinance Owner Occupied Condominium
862 Stated Income Purchase Owner Occupied PUD
863 Full Purchase Owner Occupied Single Family
864 Stated Income Cash Out Refinance Owner Occupied Single Family
865 Stated Income Purchase Second Home Single Family
866 Stated Income Cash Out Refinance Owner Occupied Single Family
867 Stated Income Rate/Term Refinance Owner Occupied Single Family
868 Stated Income Purchase Owner Occupied Single Family
869 Stated Income Cash Out Refinance Owner Occupied Single Family
870 Stated Income Purchase Second Home Single Family
871 Stated Income Purchase Second Home Single Family
872 Stated Income Rate/Term Refinance Second Home Condominium
873 Stated Income Purchase Investor PUD
874 Stated Income Purchase Owner Occupied Condominium
875 Stated Income Cash Out Refinance Owner Occupied PUD
876 Stated Income Purchase Owner Occupied Single Family
877 Stated Income Cash Out Refinance Owner Occupied Single Family
878 Stated Income Purchase Owner Occupied Single Family
879 Alternative Cash Out Refinance Owner Occupied Single Family
880 Stated Income Purchase Owner Occupied Condominium
881 Stated Income Purchase Investor Single Family
882 Stated Income Purchase Owner Occupied PUD
883 Full Cash Out Refinance Owner Occupied Single Family
884 Stated Income Purchase Owner Occupied Single Family
885 Stated Income Purchase Owner Occupied PUD
886 Stated Income Cash Out Refinance Owner Occupied Single Family
887 Stated Income Purchase Owner Occupied Single Family
888 Prefered Purchase Owner Occupied Condominium
889 Stated Income Rate/Term Refinance Second Home Single Family
890 Stated Income Purchase Owner Occupied PUD
891 Stated/Stated Cash Out Refinance Owner Occupied PUD
892 Stated Income Purchase Owner Occupied Single Family
893 Alternative Purchase Owner Occupied PUD
894 Stated Income Purchase Owner Occupied Single Family
895 Stated Income Purchase Owner Occupied Single Family
896 Stated Income Purchase Owner Occupied PUD
897 Stated Income Purchase Owner Occupied PUD
898 Stated Income Purchase Owner Occupied Single Family
899 Prefered Purchase Owner Occupied Condominium
900 Stated Income Purchase Owner Occupied Condominium
901 Stated Income Purchase Owner Occupied Single Family
902 Stated Income Purchase Owner Occupied PUD
903 Stated Income Cash Out Refinance Owner Occupied Single Family
904 Alternative Purchase Owner Occupied PUD
905 Stated Income Purchase Owner Occupied PUD
906 Stated Income Rate/Term Refinance Owner Occupied Single Family
907 Stated Income Purchase Owner Occupied 2-4 Family
908 Stated Income Cash Out Refinance Owner Occupied Single Family
909 Stated Income Purchase Owner Occupied Townhouse
910 Stated Income Rate/Term Refinance Owner Occupied Single Family
911 Prefered Purchase Owner Occupied Condominium
912 Stated Income Purchase Owner Occupied Single Family
913 Stated Income Purchase Owner Occupied Single Family
914 Stated Income Purchase Owner Occupied Single Family
915 Stated Income Purchase Owner Occupied Single Family
916 Stated Income Cash Out Refinance Investor Single Family
917 Full Purchase Owner Occupied Condominium
918 Stated Income Purchase Owner Occupied PUD
919 Full Cash Out Refinance Owner Occupied Condominium
920 Stated Income Rate/Term Refinance Owner Occupied 2-4 Family
921 Stated Income Rate/Term Refinance Investor Single Family
922 Stated Income Purchase Owner Occupied Townhouse
923 Stated Income Purchase Owner Occupied Single Family
924 Stated Income Purchase Owner Occupied PUD
925 Stated Income Purchase Owner Occupied Condominium
926 Alternative Purchase Owner Occupied Condominium
927 Stated Income Purchase Owner Occupied Single Family
928 Stated Income Purchase Owner Occupied Single Family
929 Full Purchase Investor Condominium
930 Alternative Rate/Term Refinance Owner Occupied Single Family
931 Stated Income Purchase Owner Occupied Single Family
932 Stated Income Rate/Term Refinance Owner Occupied PUD
933 Stated Income Cash Out Refinance Owner Occupied PUD
934 Full Cash Out Refinance Owner Occupied Single Family
935 Stated Income Rate/Term Refinance Owner Occupied Single Family
936 Stated Income Purchase Owner Occupied Single Family
937 Stated Income Purchase Owner Occupied Single Family
938 Stated Income Purchase Owner Occupied Single Family
939 Stated Income Cash Out Refinance Owner Occupied Single Family
940 Stated Income Purchase Owner Occupied Single Family
941 Stated Income Rate/Term Refinance Owner Occupied Single Family
942 Stated Income Cash Out Refinance Second Home 2-4 Family
943 Stated Income Purchase Owner Occupied PUD
944 Stated Income Purchase Owner Occupied 2-4 Family
945 Stated Income Purchase Owner Occupied PUD
946 Full Purchase Second Home PUD
947 Full Cash Out Refinance Investor Single Family
948 Stated Income Rate/Term Refinance Owner Occupied Single Family
949 Stated Income Purchase Owner Occupied Single Family
950 Alternative Purchase Second Home Condominium
951 Stated Income Purchase Owner Occupied Single Family
952 Full Purchase Second Home Condominium
953 Stated Income Purchase Owner Occupied PUD
954 Stated Income Purchase Owner Occupied Single Family
955 Alternative Rate/Term Refinance Owner Occupied Single Family
956 Stated Income Rate/Term Refinance Owner Occupied Single Family
957 Stated Income Purchase Owner Occupied PUD
958 Full Rate/Term Refinance Owner Occupied Single Family
959 Stated Income Purchase Owner Occupied PUD
960 Stated Income Purchase Owner Occupied Single Family
961 Stated Income Purchase Owner Occupied Single Family
962 Alternative Purchase Owner Occupied PUD
963 Full Cash Out Refinance Owner Occupied Single Family
964 Stated Income Cash Out Refinance Owner Occupied Single Family
965 Stated Income Cash Out Refinance Owner Occupied Single Family
966 Stated Income Cash Out Refinance Owner Occupied Single Family
967 Stated Income Rate/Term Refinance Investor Single Family
968 Full Cash Out Refinance Owner Occupied Single Family
969 Full Cash Out Refinance Owner Occupied PUD
970 Stated/Stated Purchase Owner Occupied Single Family
971 Stated Income Cash Out Refinance Owner Occupied PUD
972 Stated Income Cash Out Refinance Owner Occupied Single Family
973 Stated Income Purchase Owner Occupied Single Family
974 Stated Income Rate/Term Refinance Owner Occupied Single Family
975 Stated Income Cash Out Refinance Owner Occupied Single Family
976 Stated Income Purchase Owner Occupied Single Family
977 Stated Income Rate/Term Refinance Owner Occupied Single Family
978 No Ratio Purchase Second Home Single Family
979 Full Cash Out Refinance Owner Occupied Single Family
980 Stated Income Purchase Owner Occupied Single Family
981 No Documentation Rate/Term Refinance Owner Occupied Single Family
982 Stated Income Purchase Second Home Condominium
983 Stated Income Purchase Owner Occupied Single Family
984 Stated Income Cash Out Refinance Owner Occupied Single Family
985 Stated Income Purchase Second Home Condominium
986 No Ratio Cash Out Refinance Owner Occupied PUD
987 Alternative Cash Out Refinance Second Home Single Family
988 Stated Income Rate/Term Refinance Owner Occupied PUD
989 Stated Income Rate/Term Refinance Investor Single Family
990 Stated Income Rate/Term Refinance Investor Single Family
991 Stated Income Cash Out Refinance Second Home Single Family
992 No Ratio Cash Out Refinance Second Home Single Family
993 Stated Income Cash Out Refinance Owner Occupied Single Family
994 Stated Income Cash Out Refinance Owner Occupied Single Family
995 Stated Income Rate/Term Refinance Owner Occupied Single Family
996 Stated Income Cash Out Refinance Owner Occupied Single Family
997 Stated Income Cash Out Refinance Investor Condominium
998 Stated Income Cash Out Refinance Owner Occupied Single Family
999 Stated Income Rate/Term Refinance Second Home Single Family
1000 Stated Income Cash Out Refinance Owner Occupied Single Family
1001 Full Rate/Term Refinance Owner Occupied PUD
1002 Stated Income Purchase Owner Occupied Single Family
1003 Full Purchase Second Home Single Family
1004 Stated Income Rate/Term Refinance Owner Occupied Single Family
1005 Stated Income Purchase Owner Occupied PUD
1006 Stated Income Rate/Term Refinance Owner Occupied Single Family
1007 Stated Income Rate/Term Refinance Owner Occupied PUD
1008 Stated Income Purchase Owner Occupied Single Family
1009 Stated Income Cash Out Refinance Owner Occupied Single Family
1010 Stated Income Rate/Term Refinance Owner Occupied Single Family
1011 Stated Income Cash Out Refinance Owner Occupied Single Family
1012 Stated Income Rate/Term Refinance Owner Occupied Single Family
1013 Stated Income Purchase Second Home PUD
1014 Full Cash Out Refinance Owner Occupied Single Family
1015 Stated Income Purchase Owner Occupied Single Family
1016 Stated Income Rate/Term Refinance Owner Occupied Single Family
1017 Stated Income Rate/Term Refinance Owner Occupied Single Family
1018 Stated Income Purchase Owner Occupied Single Family
1019 Stated Income Rate/Term Refinance Second Home Single Family
1020 Stated Income Cash Out Refinance Investor Condominium
1021 Stated Income Cash Out Refinance Owner Occupied Single Family
1022 Stated Income Cash Out Refinance Owner Occupied PUD
1023 Stated Income Rate/Term Refinance Second Home Single Family
1024 Full Cash Out Refinance Owner Occupied Single Family
1025 Stated Income Cash Out Refinance Owner Occupied PUD
1026 Stated Income Cash Out Refinance Second Home Condominium
1027 Stated Income Cash Out Refinance Owner Occupied Single Family
1028 Stated Income Cash Out Refinance Owner Occupied Single Family
1029 Stated Income Purchase Owner Occupied 2-4 Family
1030 Stated Income Cash Out Refinance Owner Occupied Single Family
1031 No Ratio Purchase Owner Occupied Single Family
1032 No Ratio Purchase Owner Occupied Single Family
1033 No Ratio Cash Out Refinance Owner Occupied Single Family
1034 Stated Income Cash Out Refinance Owner Occupied Single Family
1035 No Ratio Rate/Term Refinance Owner Occupied Single Family
1036 Stated Income Purchase Investor Condominium
1037 No Ratio Rate/Term Refinance Owner Occupied PUD
1038 No Documentation Purchase Owner Occupied PUD
1039 Stated Income Purchase Owner Occupied Condominium
1040 Stated Income Rate/Term Refinance Second Home PUD
1041 Stated Income Cash Out Refinance Owner Occupied Single Family
1042 Full Purchase Owner Occupied Single Family
1043 Stated Income Cash Out Refinance Owner Occupied Single Family
1044 Alternative Cash Out Refinance Second Home Single Family
1045 Stated Income Cash Out Refinance Owner Occupied PUD
1046 Stated Income Purchase Owner Occupied Single Family
1047 Stated Income Cash Out Refinance Owner Occupied 2-4 Family
1048 No Documentation Purchase Owner Occupied Single Family
1049 Stated Income Cash Out Refinance Owner Occupied Single Family
1050 No Documentation Purchase Owner Occupied Single Family
1051 Full Purchase Second Home PUD
1052 Stated Income Purchase Owner Occupied Single Family
1053 Stated Income Rate/Term Refinance Second Home Single Family
1054 Prefered Purchase Owner Occupied Condominium
1055 Stated Income Purchase Owner Occupied Single Family
1056 Stated Income Purchase Owner Occupied PUD
1057 Full Cash Out Refinance Owner Occupied Single Family
1058 No Ratio Cash Out Refinance Owner Occupied Single Family
1059 Stated Income Purchase Investor PUD
1060 Stated Income Rate/Term Refinance Owner Occupied Single Family
1061 Stated Income Cash Out Refinance Owner Occupied PUD
1062 Stated Income Rate/Term Refinance Owner Occupied Single Family
1063 Alternative Purchase Owner Occupied Single Family
1064 Stated Income Cash Out Refinance Investor PUD
1065 Alternative Purchase Owner Occupied Single Family
1066 Stated Income Rate/Term Refinance Second Home PUD
1067 Stated Income Rate/Term Refinance Owner Occupied PUD
1068 Stated Income Cash Out Refinance Owner Occupied Single Family
1069 Stated Income Rate/Term Refinance Owner Occupied 2-4 Family
1070 Stated Income Cash Out Refinance Owner Occupied Single Family
1071 Full Cash Out Refinance Owner Occupied Single Family
1072 Stated Income Purchase Owner Occupied Single Family
1073 Alternative Cash Out Refinance Investor Single Family
1074 Stated Income Purchase Second Home Single Family
1075 Stated Income Purchase Owner Occupied Condominium
1076 Stated Income Rate/Term Refinance Owner Occupied PUD
1077 Alternative Rate/Term Refinance Owner Occupied Condominium
1078 Stated Income Cash Out Refinance Owner Occupied Single Family
1079 Stated Income Purchase Owner Occupied Single Family
1080 Stated Income Purchase Owner Occupied 2-4 Family
1081 Stated Income Cash Out Refinance Owner Occupied Single Family
1082 Full Purchase Second Home PUD
1083 Stated Income Purchase Owner Occupied Single Family
1084 Alternative Cash Out Refinance Owner Occupied Single Family
1085 Stated Income Cash Out Refinance Owner Occupied Single Family
1086 No Ratio Purchase Owner Occupied PUD
1087 Stated Income Cash Out Refinance Owner Occupied PUD
1088 Stated Income Rate/Term Refinance Owner Occupied PUD
1089 Alternative Rate/Term Refinance Second Home Single Family
1090 Stated Income Cash Out Refinance Owner Occupied PUD
1091 Stated Income Cash Out Refinance Second Home 2-4 Family
1092 Stated Income Purchase Owner Occupied Single Family
1093 Alternative Cash Out Refinance Owner Occupied Single Family
1094 Stated Income Purchase Owner Occupied Single Family
1095 Stated Income Cash Out Refinance Owner Occupied PUD
1096 Stated Income Purchase Owner Occupied Condominium
1097 Stated Income Cash Out Refinance Owner Occupied Single Family
1098 Stated Income Cash Out Refinance Owner Occupied Single Family
1099 Stated/Stated Purchase Owner Occupied PUD
1100 Alternative Purchase Second Home PUD
1101 Stated Income Purchase Owner Occupied PUD
1102 Stated Income Purchase Owner Occupied Single Family
1103 Full Purchase Owner Occupied Condominium
1104 Stated Income Rate/Term Refinance Second Home PUD
1105 Stated Income Purchase Owner Occupied PUD
1106 Stated Income Cash Out Refinance Owner Occupied Single Family
1107 Stated Income Purchase Owner Occupied Single Family
1108 Stated Income Purchase Owner Occupied Single Family
1109 Stated Income Cash Out Refinance Second Home 2-4 Family
1110 Full Cash Out Refinance Second Home Single Family
1111 Stated Income Cash Out Refinance Owner Occupied Single Family
1112 Stated Income Purchase Owner Occupied Single Family
1113 Stated Income Purchase Owner Occupied Single Family
1114 Alternative Cash Out Refinance Investor Single Family
1115 Prefered Purchase Owner Occupied Condominium
1116 Stated Income Purchase Owner Occupied PUD
1117 Stated Income Purchase Owner Occupied Single Family
1118 Alternative Purchase Owner Occupied PUD
1119 Stated Income Rate/Term Refinance Investor Single Family
1120 Stated Income Purchase Owner Occupied PUD
1121 Stated Income Purchase Owner Occupied 2-4 Family
1122 No Ratio Cash Out Refinance Owner Occupied Single Family
1123 No Ratio Cash Out Refinance Owner Occupied Single Family
1124 Stated Income Purchase Owner Occupied Condominium
1125 Stated Income Cash Out Refinance Owner Occupied Single Family
1126 Stated Income Purchase Owner Occupied Single Family
1127 Stated Income Cash Out Refinance Owner Occupied Single Family
1128 Stated Income Rate/Term Refinance Owner Occupied PUD
1129 Stated Income Rate/Term Refinance Owner Occupied PUD
1130 Alternative Purchase Second Home Condominium
1131 Stated Income Purchase Owner Occupied PUD
1132 No Ratio Cash Out Refinance Second Home Single Family
1133 Stated Income Purchase Owner Occupied PUD
1134 Stated Income Purchase Owner Occupied Single Family
1135 Stated Income Rate/Term Refinance Owner Occupied PUD
1136 Stated Income Cash Out Refinance Owner Occupied Single Family
1137 Full Rate/Term Refinance Owner Occupied Single Family
1138 Stated Income Cash Out Refinance Owner Occupied Single Family
1139 Stated Income Purchase Owner Occupied Single Family
1140 Stated Income Cash Out Refinance Owner Occupied Single Family
1141 Full Cash Out Refinance Owner Occupied Single Family
1142 Stated Income Purchase Owner Occupied Single Family
1143 Stated Income Purchase Owner Occupied PUD
1144 Full Cash Out Refinance Owner Occupied Single Family
1145 Stated Income Purchase Investor Condominium
1146 Full Cash Out Refinance Owner Occupied Single Family
1147 Full Cash Out Refinance Owner Occupied Single Family
1148 Stated Income Rate/Term Refinance Owner Occupied Single Family
1149 No Ratio Purchase Owner Occupied Single Family
1150 Stated Income Cash Out Refinance Owner Occupied Single Family
1151 Stated Income Cash Out Refinance Owner Occupied Single Family
1152 Full Cash Out Refinance Owner Occupied Single Family
1153 Stated Income Cash Out Refinance Owner Occupied Single Family
1154 Stated Income Purchase Owner Occupied PUD
1155 Stated Income Purchase Owner Occupied Condominium
1156 Stated Income Cash Out Refinance Owner Occupied Single Family
1157 Stated Income Purchase Owner Occupied Single Family
1158 Stated Income Cash Out Refinance Owner Occupied PUD
1159 Stated Income Cash Out Refinance Owner Occupied 2-4 Family
1160 Full Purchase Owner Occupied Single Family
1161 Stated Income Purchase Owner Occupied PUD
1162 Stated Income Cash Out Refinance Owner Occupied PUD
1163 No Ratio Cash Out Refinance Second Home Single Family
1164 Stated Income Cash Out Refinance Owner Occupied PUD
1165 Stated Income Cash Out Refinance Second Home PUD
1166 No Ratio Cash Out Refinance Owner Occupied Single Family
1167 No Ratio Purchase Owner Occupied Single Family
1168 Stated Income Rate/Term Refinance Owner Occupied Single Family
1169 Stated Income Purchase Owner Occupied Single Family
1170 Alternative Cash Out Refinance Owner Occupied Single Family
1171 Stated Income Purchase Owner Occupied Single Family
1172 Stated Income Rate/Term Refinance Owner Occupied PUD
1173 Stated Income Cash Out Refinance Owner Occupied PUD
1174 Stated Income Purchase Investor PUD
1175 Stated Income Rate/Term Refinance Investor Single Family
1176 No Ratio Cash Out Refinance Owner Occupied Single Family
1177 Stated Income Rate/Term Refinance Owner Occupied Single Family
1178 Stated Income Cash Out Refinance Owner Occupied Single Family
1179 Stated Income Rate/Term Refinance Owner Occupied PUD
1180 Stated Income Purchase Second Home PUD
1181 Stated Income Cash Out Refinance Owner Occupied PUD
1182 Stated Income Cash Out Refinance Owner Occupied Single Family
1183 Stated Income Cash Out Refinance Owner Occupied Single Family
1184 Stated Income Purchase Owner Occupied PUD
1185 Stated Income Cash Out Refinance Owner Occupied Single Family
1186 No Documentation Purchase Owner Occupied PUD
1187 No Ratio Cash Out Refinance Owner Occupied Single Family
1188 Stated Income Purchase Owner Occupied PUD
1189 Full Purchase Second Home Condominium
1190 Stated Income Purchase Investor PUD
1191 Full Rate/Term Refinance Owner Occupied PUD
1192 Stated Income Rate/Term Refinance Owner Occupied PUD
1193 Stated Income Purchase Second Home PUD
1194 Stated Income Purchase Owner Occupied Single Family
1195 Stated Income Purchase Owner Occupied PUD
1196 Stated Income Purchase Owner Occupied PUD
1197 Stated/Stated Cash Out Refinance Owner Occupied PUD
1198 Stated Income Rate/Term Refinance Owner Occupied Single Family
1199 Stated Income Cash Out Refinance Owner Occupied Single Family
1200 Stated Income Cash Out Refinance Owner Occupied PUD
1201 Stated Income Rate/Term Refinance Second Home Single Family
1202 Full Purchase Owner Occupied PUD
1203 Stated Income Purchase Owner Occupied CO-OP
1204 Stated Income Cash Out Refinance Investor Single Family
1205 Stated Income Purchase Owner Occupied Single Family
1206 Stated Income Cash Out Refinance Owner Occupied Single Family
1207 Stated Income Purchase Owner Occupied PUD
1208 Stated Income Purchase Investor PUD
1209 Stated Income Rate/Term Refinance Owner Occupied Single Family
1210 Stated Income Purchase Owner Occupied PUD
1211 Stated Income Purchase Investor PUD
1212 Stated Income Purchase Second Home Single Family
1213 Stated Income Cash Out Refinance Owner Occupied PUD
1214 No Ratio Purchase Second Home Single Family
1215 No Documentation Purchase Owner Occupied PUD
1216 Stated Income Cash Out Refinance Owner Occupied Single Family
1217 Stated Income Rate/Term Refinance Second Home Condominium
1218 Stated Income Cash Out Refinance Second Home PUD
1219 Stated Income Purchase Owner Occupied Single Family
1220 Stated Income Purchase Owner Occupied Single Family
1221 Stated Income Purchase Owner Occupied PUD
1222 Stated Income Cash Out Refinance Owner Occupied Single Family
1223 No Ratio Cash Out Refinance Owner Occupied PUD
1224 Stated/Stated Rate/Term Refinance Owner Occupied Single Family
1225 Stated Income Purchase Owner Occupied Single Family
1226 No Ratio Cash Out Refinance Owner Occupied Single Family
1227 Stated Income Rate/Term Refinance Owner Occupied PUD
1228 Stated/Stated Purchase Owner Occupied Single Family
1229 Stated/Stated Cash Out Refinance Owner Occupied Single Family
1230 No Documentation Purchase Owner Occupied Single Family
1231 Stated Income Purchase Owner Occupied Condominium
1232 No Ratio Cash Out Refinance Owner Occupied Single Family
1233 Stated Income Cash Out Refinance Owner Occupied PUD
1234 No Ratio Purchase Owner Occupied Condominium
1235 Stated/Stated Cash Out Refinance Owner Occupied PUD
1236 Stated Income Purchase Owner Occupied Single Family
1237 Stated/Stated Purchase Owner Occupied Condominium
1238 Stated Income Cash Out Refinance Owner Occupied Single Family
1239 Stated Income Purchase Second Home Single Family
1240 Stated Income Cash Out Refinance Owner Occupied PUD
1241 Stated Income Rate/Term Refinance Owner Occupied PUD
1242 Stated Income Rate/Term Refinance Owner Occupied Single Family
1243 Stated Income Cash Out Refinance Owner Occupied Single Family
1244 Stated Income Cash Out Refinance Owner Occupied Single Family
1245 Stated Income Purchase Owner Occupied 2-4 Family
1246 No Ratio Purchase Investor PUD
1247 No Ratio Purchase Investor Single Family
1248 No Ratio Purchase Investor Single Family
1249 No Ratio Purchase Investor Single Family
1250 Stated/Stated Purchase Investor Single Family
1251 No Ratio Purchase Investor Single Family
1252 No Ratio Purchase Investor Single Family
1253 No Income/Verified Asset Purchase Investor Single Family
1254 Stated Income Purchase Owner Occupied Single Family
1255 No Ratio Purchase Investor Single Family
1256 Stated Income Cash Out Refinance Investor 2-4 Family
1257 Stated Income Cash Out Refinance Owner Occupied 2-4 Family
1258 Full Purchase Investor Single Family
1259 No Income/Verified Asset Purchase Owner Occupied Condominium
1260 No Ratio Purchase Second Home PUD
1261 No Income/Verified Asset Purchase Owner Occupied Single Family
1262 No Income/Verified Asset Purchase Owner Occupied PUD
1263 No Ratio Purchase Investor Single Family
1264 No Income/Verified Asset Purchase Investor 2-4 Family
1265 Stated Income Purchase Investor PUD
1266 No Income/Verified Asset Purchase Owner Occupied Single Family
1267 No Income/Verified Asset Purchase Owner Occupied Single Family
1268 Stated Income Purchase Investor 2-4 Family
1269 Full Purchase Investor PUD
1270 No Ratio Purchase Owner Occupied Single Family
1271 Stated Income Purchase Owner Occupied PUD
1272 Stated Income Purchase Owner Occupied Single Family
1273 No Ratio Purchase Owner Occupied Condominium
1274 No Documentation Cash Out Refinance Owner Occupied Single Family
1275 No Ratio Purchase Owner Occupied 2-4 Family
1276 Stated Income Purchase Investor Townhouse
1277 No Ratio Purchase Investor Condominium
1278 Stated Income Purchase Investor Single Family
1279 Stated Income Purchase Investor PUD
1280 Stated Income Cash Out Refinance Investor Single Family
1281 No Income/Verified Asset Purchase Owner Occupied Single Family
1282 Stated Income Purchase Investor Condominium
1283 No Ratio Cash Out Refinance Investor Single Family
1284 Stated Income Purchase Owner Occupied 2-4 Family
1285 No Ratio Cash Out Refinance Investor Single Family
1286 Full Purchase Second Home Single Family
1287 No Ratio Purchase Investor Single Family
1288 Stated Income Purchase Investor Single Family
1289 Stated Income Purchase Owner Occupied Single Family
1290 Stated Income Purchase Investor Condominium
1291 No Income/Verified Asset Purchase Investor Single Family
1292 Stated/Stated Purchase Investor Condominium
1293 No Ratio Purchase Investor Single Family
1294 Stated/Stated Purchase Owner Occupied Single Family
1295 No Ratio Purchase Owner Occupied Single Family
1296 Stated Income Purchase Investor Single Family
1297 Stated Income Purchase Owner Occupied Condominium
1298 No Income/Verified Asset Cash Out Refinance Owner Occupied Condominium
1299 No Income/Verified Asset Cash Out Refinance Investor Single Family
1300 Stated Income Cash Out Refinance Owner Occupied Single Family
1301 No Documentation Cash Out Refinance Owner Occupied PUD
1302 Stated Income Purchase Owner Occupied Single Family
1303 No Ratio Purchase Investor 2-4 Family
1304 Full Purchase Investor Single Family
1305 Stated Income Purchase Investor Single Family
1306 Stated Income Purchase Owner Occupied Single Family
1307 Stated Income Purchase Investor Single Family
1308 No Ratio Cash Out Refinance Investor Single Family
1309 Stated Income Purchase Investor Single Family
1310 Stated/Stated Purchase Investor PUD
1311 No Income/Verified Asset Purchase Owner Occupied Single Family
1312 Stated/Stated Purchase Owner Occupied Single Family
1313 Stated Income Purchase Second Home Single Family
1314 No Ratio Purchase Owner Occupied 2-4 Family
1315 Stated Income Purchase Owner Occupied Single Family
1316 Stated Income Purchase Owner Occupied PUD
1317 No Ratio Purchase Investor 2-4 Family
1318 Stated Income Purchase Investor PUD
1319 No Ratio Purchase Investor PUD
1320 Stated Income Purchase Owner Occupied Single Family
1321 Stated/Stated Purchase Investor Single Family
1322 No Income/Verified Asset Purchase Owner Occupied Single Family
1323 Stated Income Cash Out Refinance Investor Condominium
1324 No Documentation Purchase Investor 2-4 Family
1325 No Documentation Purchase Owner Occupied Single Family
1326 Stated Income Purchase Investor Single Family
1327 Stated Income Purchase Investor PUD
1328 Stated Income Purchase Investor Single Family
1329 Stated/Stated Purchase Investor PUD
1330 Full Cash Out Refinance Owner Occupied Condominium
1331 Stated/Stated Rate/Term Refinance Owner Occupied PUD
1332 Stated/Stated Purchase Investor Single Family
1333 Stated Income Purchase Investor Single Family
1334 Stated Income Purchase Investor Single Family
1335 No Ratio Purchase Investor Condominium
1336 Stated Income Purchase Investor Condominium
1337 No Income/Verified Asset Purchase Owner Occupied PUD
1338 No Ratio Purchase Owner Occupied Townhouse
1339 Stated Income Purchase Owner Occupied PUD
1340 Stated Income Rate/Term Refinance Investor PUD
1341 Stated Income Purchase Investor 2-4 Family
1342 Stated Income Purchase Investor Single Family
1343 Stated Income Purchase Investor Single Family
1344 No Income/Verified Asset Cash Out Refinance Owner Occupied Single Family
1345 No Ratio Purchase Investor 2-4 Family
1346 No Ratio Purchase Investor Single Family
1347 Stated Income Cash Out Refinance Owner Occupied Single Family
1348 No Income/Verified Asset Purchase Owner Occupied Single Family
1349 Stated Income Purchase Investor 2-4 Family
1350 Stated Income Purchase Investor Condominium
1351 Stated Income Purchase Investor Single Family
1352 Stated Income Purchase Investor Single Family
1353 Stated/Stated Purchase Owner Occupied Single Family
1354 Stated/Stated Rate/Term Refinance Investor 2-4 Family
1355 No Ratio Purchase Owner Occupied PUD
1356 No Ratio Purchase Investor 2-4 Family
1357 No Ratio Purchase Investor PUD
1358 Stated Income Cash Out Refinance Investor Single Family
1359 Stated Income Purchase Investor Single Family
1360 No Income/Verified Asset Purchase Investor Single Family
1361 Stated Income Rate/Term Refinance Owner Occupied Single Family
1362 Stated/Stated Cash Out Refinance Owner Occupied PUD
1363 No Ratio Purchase Investor Condominium
1364 No Ratio Purchase Second Home PUD
1365 Stated/Stated Purchase Investor Single Family
1366 Stated Income Purchase Second Home PUD
1367 Stated/Stated Purchase Owner Occupied Single Family
1368 No Ratio Cash Out Refinance Investor Single Family
1369 Stated Income Purchase Investor 2-4 Family
1370 No Income/Verified Asset Purchase Investor 2-4 Family
1371 Full Purchase Investor Single Family
1372 Stated Income Cash Out Refinance Investor Single Family
1373 No Documentation Cash Out Refinance Owner Occupied Single Family
1374 Stated Income Purchase Investor Condominium
1375 No Ratio Purchase Investor Single Family
1376 Stated Income Rate/Term Refinance Investor 2-4 Family
1377 No Ratio Purchase Investor Single Family
1378 No Ratio Purchase Investor PUD
1379 Stated Income Purchase Owner Occupied PUD
1380 No Ratio Purchase Investor 2-4 Family
1381 No Ratio Purchase Investor 2-4 Family
1382 No Ratio Rate/Term Refinance Investor PUD
1383 No Ratio Purchase Owner Occupied Single Family
1384 No Income/Verified Asset Purchase Second Home Single Family
1385 No Income/Verified Asset Purchase Investor Single Family
1386 No Ratio Purchase Owner Occupied Single Family
1387 No Ratio Purchase Owner Occupied PUD
1388 No Ratio Purchase Investor 2-4 Family
1389 No Ratio Purchase Investor 2-4 Family
1390 No Ratio Purchase Investor 2-4 Family
1391 Stated Income Purchase Owner Occupied Single Family
1392 No Documentation Rate/Term Refinance Owner Occupied Single Family
1393 Stated Income Purchase Investor PUD
1394 Stated Income Cash Out Refinance Owner Occupied PUD
1395 No Ratio Purchase Investor 2-4 Family
1396 Stated Income Cash Out Refinance Investor 2-4 Family
1397 No Income/No Asset Purchase Investor Single Family
1398 No Income/No Asset Purchase Investor Single Family
1399 No Income/Verified Asset Purchase Owner Occupied Townhouse
1400 Full Purchase Investor 2-4 Family
1401 Stated Income Purchase Investor 2-4 Family
1402 Full Purchase Owner Occupied Single Family
1403 Stated Income Purchase Owner Occupied Single Family
1404 No Income/Verified Asset Purchase Owner Occupied PUD
1405 No Ratio Purchase Investor PUD
1406 No Income/Verified Asset Purchase Owner Occupied 2-4 Family
1407 Stated Income Purchase Investor Single Family
1408 No Income/Verified Asset Purchase Owner Occupied Single Family
1409 No Ratio Purchase Owner Occupied Single Family
1410 Stated Income Purchase Investor PUD
1411 No Ratio Purchase Investor PUD
1412 No Ratio Purchase Investor Single Family
1413 Stated Income Purchase Investor Condominium
1414 Stated/Stated Purchase Investor Single Family
1415 No Income/Verified Asset Purchase Investor PUD
1416 Stated Income Purchase Investor PUD
1417 No Ratio Purchase Owner Occupied Condominium
1418 Stated/Stated Purchase Owner Occupied PUD
1419 No Ratio Purchase Investor PUD
1420 Stated Income Rate/Term Refinance Investor 2-4 Family
1421 Stated Income Rate/Term Refinance Investor 2-4 Family
1422 Stated Income Rate/Term Refinance Investor 2-4 Family
1423 Stated Income Rate/Term Refinance Investor 2-4 Family
1424 Stated Income Rate/Term Refinance Owner Occupied Single Family
1425 No Ratio Purchase Investor 2-4 Family
1426 Stated Income Cash Out Refinance Second Home Single Family
1427 Stated Income Purchase Investor Single Family
1428 Stated Income Purchase Investor 2-4 Family
1429 No Income/No Asset Purchase Owner Occupied Condominium
1430 No Ratio Purchase Investor 2-4 Family
1431 Stated Income Cash Out Refinance Owner Occupied Townhouse
1432 No Income/No Asset Purchase Owner Occupied 2-4 Family
1433 Stated Income Purchase Investor Single Family
1434 No Income/No Asset Cash Out Refinance Investor Single Family
1435 Full Purchase Investor Single Family
1436 No Income/Verified Asset Cash Out Refinance Investor PUD
1437 No Ratio Purchase Investor 2-4 Family
1438 No Ratio Cash Out Refinance Investor Single Family
1439 No Income/Verified Asset Cash Out Refinance Investor Single Family
1440 Stated Income Purchase Owner Occupied Single Family
1441 No Ratio Purchase Investor Single Family
1442 Stated Income Purchase Investor Single Family
1443 Stated Income Purchase Investor Condominium
1444 Stated Income Purchase Investor Condominium
1445 No Income/Verified Asset Purchase Owner Occupied Condominium
1446 Stated Income Purchase Investor PUD
1447 No Income/Verified Asset Purchase Investor Single Family
1448 Full Purchase Investor Single Family
1449 No Ratio Purchase Investor Single Family
1450 Stated Income Purchase Second Home Condominium
1451 No Ratio Purchase Owner Occupied 2-4 Family
1452 Stated Income Purchase Investor 2-4 Family
1453 Stated Income Purchase Owner Occupied Single Family
1454 Stated Income Purchase Owner Occupied 2-4 Family
1455 No Documentation Cash Out Refinance Owner Occupied Single Family
1456 Stated/Stated Purchase Investor Single Family
1457 No Ratio Purchase Second Home Single Family
1458 No Ratio Purchase Investor 2-4 Family
1459 No Income/Verified Asset Purchase Owner Occupied Single Family
1460 Full Purchase Investor 2-4 Family
1461 Stated Income Purchase Second Home Single Family
1462 No Ratio Purchase Owner Occupied 2-4 Family
1463 No Income/Verified Asset Purchase Owner Occupied Condominium
1464 No Income/Verified Asset Purchase Owner Occupied Single Family
1465 Stated Income Purchase Owner Occupied Single Family
1466 No Ratio Purchase Investor 2-4 Family
1467 Stated Income Purchase Investor Single Family
1468 Stated Income Purchase Investor Condominium
1469 Stated/Stated Cash Out Refinance Owner Occupied Single Family
1470 No Documentation Cash Out Refinance Owner Occupied PUD
1471 Stated Income Purchase Investor Single Family
1472 Stated Income Purchase Owner Occupied Single Family
1473 Limited Purchase Investor Single Family
1474 No Documentation Purchase Second Home Condominium
1475 Stated Income Purchase Owner Occupied PUD
1476 Full Cash Out Refinance Owner Occupied Single Family
1477 Stated Income Purchase Second Home PUD
1478 No Ratio Purchase Owner Occupied PUD
1479 Stated Income Purchase Investor Single Family
1480 No Ratio Purchase Owner Occupied Single Family
1481 No Income/Verified Asset Cash Out Refinance Owner Occupied Single Family
1482 No Documentation Purchase Owner Occupied PUD
1483 No Ratio Purchase Investor Single Family
1484 Stated Income Purchase Owner Occupied 2-4 Family
1485 No Ratio Purchase Investor Townhouse
1486 Stated/Stated Purchase Owner Occupied Single Family
1487 Stated/Stated Purchase Investor Single Family
1488 Stated/Stated Purchase Second Home Townhouse
1489 Full Purchase Second Home Condominium
1490 Full Purchase Second Home Condominium
1491 Stated/Stated Purchase Investor Single Family
1492 Full Purchase Second Home PUD
1493 Stated Income Purchase Investor PUD
1494 Stated Income Purchase Investor Single Family
1495 No Documentation Purchase Investor PUD
1496 Stated/Stated Purchase Owner Occupied PUD
1497 Stated Income Purchase Owner Occupied Single Family
1498 No Ratio Purchase Owner Occupied PUD
1499 Stated Income Purchase Investor Condominium
1500 No Documentation Purchase Owner Occupied 2-4 Family
1501 Stated/Stated Purchase Investor Single Family
1502 No Income/Verified Asset Purchase Investor PUD
1503 No Income/Verified Asset Purchase Owner Occupied Single Family
1504 No Ratio Purchase Investor Single Family
1505 Stated/Stated Purchase Owner Occupied Condominium
1506 No Documentation Purchase Owner Occupied Single Family
1507 Stated Income Purchase Owner Occupied Condominium
1508 No Ratio Purchase Owner Occupied PUD
1509 No Income/Verified Asset Purchase Investor Single Family
1510 No Ratio Purchase Investor Single Family
1511 No Documentation Cash Out Refinance Owner Occupied Single Family
1512 No Ratio Purchase Second Home Condominium
1513 No Documentation Purchase Investor Single Family
1514 Stated Income Purchase Owner Occupied Single Family
1515 Stated Income Purchase Owner Occupied Single Family
1516 Stated Income Purchase Owner Occupied 2-4 Family
1517 Stated/Stated Purchase Owner Occupied Single Family
1518 Stated/Stated Purchase Investor PUD
1519 No Ratio Purchase Owner Occupied Single Family
1520 No Ratio Purchase Owner Occupied Condominium
1521 No Ratio Purchase Investor 2-4 Family
1522 No Ratio Purchase Investor 2-4 Family
1523 No Income/Verified Asset Purchase Owner Occupied Single Family
1524 Full Cash Out Refinance Owner Occupied Condominium
1525 Stated Income Purchase Owner Occupied PUD
1526 Stated Income Purchase Owner Occupied 2-4 Family
1527 Stated Income Purchase Owner Occupied Single Family
1528 No Ratio Purchase Investor Single Family
1529 No Income/Verified Asset Cash Out Refinance Owner Occupied PUD
1530 Stated Income Purchase Investor Single Family
1531 No Ratio Purchase Investor 2-4 Family
1532 Stated Income Rate/Term Refinance Owner Occupied Single Family
1533 No Documentation Purchase Investor 2-4 Family
1534 No Income/Verified Asset Purchase Investor 2-4 Family
1535 Stated Income Cash Out Refinance Investor Single Family
1536 No Ratio Purchase Owner Occupied Condominium
1537 No Ratio Purchase Owner Occupied Townhouse
1538 No Ratio Purchase Investor Townhouse
1539 No Ratio Purchase Owner Occupied Townhouse
1540 No Ratio Purchase Second Home Townhouse
1541 Stated Income Purchase Owner Occupied Condominium
1542 Stated Income Cash Out Refinance Investor 2-4 Family
1543 Stated Income Purchase Investor Single Family
1544 No Ratio Purchase Investor PUD
1545 Stated Income Purchase Investor Single Family
1546 Stated Income Purchase Investor 2-4 Family
1547 No Ratio Purchase Investor Single Family
1548 Stated Income Purchase Investor Single Family
1549 Stated Income Purchase Investor Condominium
1550 No Ratio Purchase Investor Single Family
1551 Stated/Stated Purchase Investor Single Family
1552 No Ratio Purchase Investor Single Family
1553 No Ratio Purchase Second Home Condominium
1554 Stated Income Purchase Owner Occupied PUD
1555 No Ratio Cash Out Refinance Owner Occupied Townhouse
1556 Stated Income Purchase Owner Occupied Single Family
1557 Full Purchase Investor 2-4 Family
1558 No Ratio Purchase Investor Single Family
1559 No Documentation Cash Out Refinance Investor Single Family
1560 Stated Income Cash Out Refinance Investor PUD
1561 No Ratio Purchase Investor 2-4 Family
1562 Stated Income Purchase Investor Single Family
1563 Full Cash Out Refinance Investor Single Family
1564 Stated Income Purchase Investor Single Family
1565 Stated Income Purchase Investor Single Family
1566 No Ratio Rate/Term Refinance Owner Occupied Condominium
1567 No Income/Verified Asset Purchase Investor 2-4 Family
1568 No Ratio Purchase Investor 2-4 Family
1569 No Income/Verified Asset Purchase Second Home Condominium
1570 No Income/Verified Asset Purchase Second Home Condominium
1571 Stated Income Purchase Investor Condominium
1572 Stated Income Purchase Investor PUD
1573 Stated Income Purchase Investor 2-4 Family
1574 Stated Income Purchase Investor Single Family
1575 No Income/Verified Asset Purchase Second Home PUD
1576 No Documentation Purchase Owner Occupied Single Family
1577 No Income/Verified Asset Purchase Owner Occupied Single Family
1578 Stated Income Purchase Investor Single Family
1579 Stated/Stated Cash Out Refinance Owner Occupied PUD
1580 Stated Income Purchase Investor Single Family
1581 Stated Income Cash Out Refinance Investor PUD
1582 Stated/Stated Cash Out Refinance Investor Single Family
1583 Stated Income Purchase Investor Single Family
1584 No Income/Verified Asset Purchase Investor 2-4 Family
1585 Stated Income Purchase Investor PUD
1586 Stated Income Purchase Investor PUD
1587 Stated Income Rate/Term Refinance Investor 2-4 Family
1588 Stated Income Purchase Investor Condominium
1589 No Income/Verified Asset Purchase Investor Single Family
1590 Stated Income Purchase Owner Occupied Condominium
1591 Stated/Stated Cash Out Refinance Investor Single Family
1592 No Ratio Cash Out Refinance Investor PUD
1593 No Income/Verified Asset Purchase Investor Single Family
1594 No Income/No Asset Purchase Owner Occupied Single Family
1595 No Income/Verified Asset Rate/Term Refinance Owner Occupied Single Family
1596 No Income/Verified Asset Purchase Owner Occupied 2-4 Family
1597 Stated Income Purchase Investor 2-4 Family
1598 No Income/Verified Asset Purchase Investor Single Family
1599 Stated/Stated Purchase Investor 2-4 Family
1600 Stated Income Purchase Owner Occupied Single Family
1601 Stated Income Purchase Owner Occupied 2-4 Family
1602 No Income/Verified Asset Purchase Investor 2-4 Family
1603 No Income/Verified Asset Cash Out Refinance Owner Occupied Single Family
1604 No Income/Verified Asset Purchase Owner Occupied Condominium
1605 Stated Income Purchase Owner Occupied 2-4 Family
1606 No Ratio Rate/Term Refinance Owner Occupied Single Family
1607 Stated/Stated Purchase Second Home Single Family
1608 Full Purchase Investor Single Family
1609 Stated Income Purchase Owner Occupied Single Family
1610 No Income/Verified Asset Purchase Investor Single Family
1611 Stated/Stated Cash Out Refinance Owner Occupied Single Family
1612 No Documentation Cash Out Refinance Investor Single Family
1613 No Ratio Purchase Owner Occupied 2-4 Family
1614 Stated/Stated Purchase Owner Occupied Single Family
1615 Full Purchase Investor PUD
1616 No Ratio Purchase Owner Occupied PUD
1617 No Income/Verified Asset Purchase Investor PUD
1618 No Income/Verified Asset Purchase Owner Occupied 2-4 Family
1619 Stated Income Purchase Investor 2-4 Family
1620 Stated Income Purchase Investor Townhouse
1621 No Ratio Cash Out Refinance Investor Single Family
1622 No Ratio Cash Out Refinance Investor 2-4 Family
1623 Stated Income Purchase Investor Single Family
1624 Stated/Stated Purchase Investor Single Family
1625 No Income/Verified Asset Cash Out Refinance Owner Occupied PUD
1626 Stated/Stated Cash Out Refinance Investor Single Family
1627 Stated Income Purchase Owner Occupied Single Family
1628 No Ratio Cash Out Refinance Owner Occupied PUD
1629 Stated Income Rate/Term Refinance Owner Occupied Single Family
1630 No Documentation Cash Out Refinance Owner Occupied Single Family
1631 Full Purchase Investor PUD
1632 No Ratio Cash Out Refinance Investor Single Family
1633 Stated Income Purchase Owner Occupied Single Family
1634 Stated Income Purchase Investor PUD
1635 No Ratio Cash Out Refinance Owner Occupied Single Family
1636 Stated Income Purchase Investor Single Family
1637 No Income/Verified Asset Purchase Owner Occupied Single Family
1638 No Income/Verified Asset Purchase Owner Occupied PUD
1639 No Income/Verified Asset Cash Out Refinance Owner Occupied Single Family
1640 Full Purchase Investor Condominium
1641 No Ratio Purchase Investor 2-4 Family
1642 No Ratio Purchase Investor PUD
1643 No Ratio Purchase Investor Single Family
1644 Stated Income Purchase Second Home Single Family
1645 No Income/Verified Asset Purchase Owner Occupied PUD
1646 No Income/Verified Asset Purchase Owner Occupied Single Family
1647 No Income/Verified Asset Purchase Investor Townhouse
1648 No Ratio Purchase Investor PUD
1649 No Ratio Purchase Investor PUD
1650 No Ratio Purchase Investor PUD
1651 No Income/Verified Asset Cash Out Refinance Owner Occupied PUD
1652 Stated Income Purchase Investor Single Family
1653 Stated Income Purchase Owner Occupied PUD
1654 Full Cash Out Refinance Investor Single Family
1655 No Income/Verified Asset Purchase Owner Occupied Single Family
1656 No Documentation Purchase Owner Occupied Single Family
1657 Stated Income Purchase Investor Single Family
1658 Stated Income Purchase Second Home Single Family
1659 No Income/Verified Asset Purchase Investor Single Family
1660 No Income/Verified Asset Cash Out Refinance Owner Occupied Single Family
1661 Stated/Stated Purchase Investor Single Family
1662 No Income/Verified Asset Purchase Owner Occupied Single Family
1663 No Ratio Purchase Investor Condominium
1664 Stated Income Purchase Owner Occupied Single Family
1665 No Income/Verified Asset Purchase Owner Occupied Single Family
1666 No Ratio Purchase Investor Single Family
1667 No Documentation Purchase Investor Single Family
1668 Stated Income Purchase Investor 2-4 Family
1669 Stated Income Cash Out Refinance Owner Occupied Condominium
1670 Stated Income Purchase Investor PUD
1671 Stated/Stated Purchase Owner Occupied Condominium
1672 No Ratio Purchase Investor Single Family
1673 No Income/Verified Asset Purchase Investor Single Family
1674 Stated Income Purchase Second Home Condominium
1675 Stated Income Purchase Owner Occupied Single Family
1676 No Documentation Purchase Owner Occupied PUD
1677 No Income/Verified Asset Purchase Owner Occupied PUD
1678 Stated Income Purchase Investor Single Family
1679 Stated Income Purchase Investor Single Family
1680 Stated Income Purchase Second Home PUD
1681 Stated Income Purchase Investor 2-4 Family
1682 No Ratio Purchase Owner Occupied PUD
1683 No Ratio Purchase Investor PUD
1684 No Income/Verified Asset Cash Out Refinance Owner Occupied PUD
1685 No Ratio Cash Out Refinance Owner Occupied Single Family
1686 Stated Income Purchase Owner Occupied Condominium
1687 No Ratio Purchase Owner Occupied Single Family
1688 No Income/Verified Asset Purchase Owner Occupied Single Family
1689 No Ratio Purchase Investor 2-4 Family
1690 No Documentation Purchase Investor Single Family
1691 No Income/Verified Asset Purchase Investor Single Family
1692 No Documentation Purchase Investor 2-4 Family
1693 Stated Income Cash Out Refinance Owner Occupied PUD
1694 No Ratio Purchase Investor Single Family
1695 No Ratio Purchase Second Home Condominium
1696 Stated Income Purchase Investor PUD
1697 No Documentation Purchase Second Home Single Family
1698 Stated/Stated Purchase Investor Single Family
1699 No Documentation Purchase Owner Occupied 2-4 Family
1700 Stated Income Purchase Investor PUD
1701 No Ratio Purchase Owner Occupied Single Family
1702 Stated/Stated Purchase Second Home PUD
1703 No Ratio Purchase Second Home Single Family
1704 Stated Income Purchase Owner Occupied PUD
1705 Full Cash Out Refinance Owner Occupied Single Family
1706 Stated Income Purchase Investor PUD
1707 Stated Income Purchase Owner Occupied Condominium
1708 No Ratio Purchase Investor 2-4 Family
1709 No Ratio Purchase Owner Occupied 2-4 Family
1710 Stated Income Purchase Investor PUD
1711 No Documentation Cash Out Refinance Investor Single Family
1712 Stated Income Purchase Investor Single Family
1713 No Ratio Purchase Owner Occupied Single Family
1714 No Ratio Purchase Owner Occupied 2-4 Family
1715 No Income/Verified Asset Purchase Investor 2-4 Family
1716 No Income/Verified Asset Purchase Investor Condominium
1717 No Ratio Purchase Owner Occupied Single Family
1718 No Income/Verified Asset Purchase Owner Occupied PUD
1719 Stated Income Purchase Investor Single Family
1720 Stated Income Purchase Investor Condominium
1721 Stated Income Purchase Owner Occupied PUD
1722 Stated Income Purchase Investor Single Family
1723 Stated/Stated Purchase Investor 2-4 Family
1724 Stated Income Purchase Owner Occupied Condominium
1725 Stated Income Purchase Investor Single Family
1726 No Income/Verified Asset Purchase Investor Single Family
1727 No Ratio Purchase Owner Occupied Single Family
1728 No Income/Verified Asset Purchase Owner Occupied Condominium
1729 No Documentation Purchase Second Home PUD
1730 No Income/Verified Asset Purchase Owner Occupied PUD
1731 No Documentation Cash Out Refinance Owner Occupied PUD
1732 No Income/Verified Asset Purchase Investor Single Family
1733 Limited Purchase Investor Single Family
1734 No Documentation Purchase Investor 2-4 Family
1735 Stated Income Cash Out Refinance Investor 2-4 Family
1736 Stated Income Purchase Second Home Condominium
1737 Stated Income Cash Out Refinance Investor Condominium
1738 No Income/Verified Asset Purchase Investor Single Family
1739 Stated/Stated Purchase Investor Single Family
1740 Stated Income Purchase Investor 2-4 Family
1741 No Income/Verified Asset Purchase Owner Occupied Single Family
1742 No Income/Verified Asset Purchase Investor PUD
1743 Stated/Stated Purchase Owner Occupied Condominium
1744 Stated Income Purchase Investor Single Family
1745 Full Cash Out Refinance Owner Occupied Single Family
1746 No Documentation Purchase Investor Single Family
1747 No Income/Verified Asset Purchase Owner Occupied Single Family
1748 Stated Income Purchase Owner Occupied Condominium
1749 Stated Income Purchase Investor Single Family
1750 Stated Income Cash Out Refinance Owner Occupied Single Family
1751 No Ratio Purchase Investor 2-4 Family
1752 No Income/Verified Asset Purchase Investor Single Family
1753 Stated Income Cash Out Refinance Owner Occupied Condominium
1754 No Ratio Purchase Owner Occupied PUD
1755 Stated Income Purchase Owner Occupied Single Family
1756 Stated/Stated Purchase Investor 2-4 Family
1757 Full Purchase Investor Single Family
1758 Stated/Stated Purchase Owner Occupied Single Family
1759 Stated Income Purchase Owner Occupied Single Family
1760 No Ratio Purchase Investor Single Family
1761 No Ratio Purchase Second Home Condominium
1762 Stated Income Purchase Owner Occupied PUD
1763 No Ratio Purchase Owner Occupied PUD
1764 Stated Income Purchase Investor 2-4 Family
1765 Stated Income Purchase Investor Single Family
1766 Full Purchase Investor 2-4 Family
1767 No Income/Verified Asset Purchase Investor Single Family
1768 No Ratio Purchase Investor PUD
1769 No Income/Verified Asset Purchase Investor Single Family
1770 Stated Income Cash Out Refinance Investor PUD
1771 No Ratio Purchase Investor PUD
1772 Stated Income Purchase Owner Occupied Condominium
1773 No Ratio Purchase Investor PUD
1774 Stated Income Purchase Investor Single Family
1775 Stated/Stated Purchase Owner Occupied Single Family
1776 Stated Income Purchase Investor Single Family
1777 No Ratio Purchase Investor PUD
1778 Stated Income Purchase Investor Single Family
1779 Stated Income Purchase Investor Single Family
1780 No Ratio Purchase Owner Occupied Single Family
1781 Stated Income Purchase Owner Occupied Condominium
1782 No Ratio Purchase Owner Occupied Single Family
1783 Full Purchase Investor 2-4 Family
1784 No Ratio Purchase Investor PUD
1785 Stated Income Purchase Investor Condominium
1786 No Ratio Purchase Investor PUD
1787 No Ratio Purchase Owner Occupied Single Family
1788 No Ratio Purchase Investor PUD
1789 Stated Income Purchase Owner Occupied Single Family
1790 Stated Income Purchase Owner Occupied 2-4 Family
1791 Full Purchase Investor 2-4 Family
1792 No Income/Verified Asset Purchase Owner Occupied Single Family
1793 Stated/Stated Cash Out Refinance Investor 2-4 Family
1794 Stated/Stated Cash Out Refinance Investor 2-4 Family
1795 No Documentation Rate/Term Refinance Investor Condominium
1796 No Income/Verified Asset Purchase Owner Occupied Townhouse
1797 Stated Income Purchase Investor Single Family
1798 Stated Income Cash Out Refinance Investor Single Family
1799 No Ratio Purchase Investor Condominium
1800 No Ratio Purchase Investor Condominium
1801 Stated Income Purchase Owner Occupied Condominium
1802 No Ratio Purchase Investor Condominium
1803 Stated Income Purchase Investor PUD
1804 No Income/Verified Asset Purchase Investor Single Family
1805 Stated Income Purchase Investor Single Family
1806 Stated Income Purchase Investor PUD
1807 Stated Income Purchase Investor Single Family
1808 No Ratio Purchase Investor PUD
1809 Stated Income Purchase Investor Single Family
1810 Stated Income Purchase Second Home Single Family
1811 No Income/Verified Asset Purchase Owner Occupied PUD
1812 No Income/Verified Asset Purchase Owner Occupied Single Family
1813 No Documentation Cash Out Refinance Investor Condominium
1814 Stated Income Cash Out Refinance Owner Occupied Single Family
1815 No Ratio Purchase Owner Occupied Single Family
1816 Stated Income Purchase Owner Occupied Single Family
1817 Full Purchase Investor Single Family
1818 No Ratio Purchase Owner Occupied Condominium
1819 No Income/Verified Asset Purchase Owner Occupied 2-4 Family
1820 Stated/Stated Purchase Owner Occupied Single Family
1821 Stated/Stated Purchase Investor Single Family
1822 Stated Income Purchase Owner Occupied 2-4 Family
1823 No Income/Verified Asset Purchase Owner Occupied Single Family
1824 Stated Income Cash Out Refinance Owner Occupied Single Family
1825 No Documentation Purchase Owner Occupied Single Family
1826 No Income/Verified Asset Purchase Owner Occupied PUD
1827 No Income/Verified Asset Purchase Owner Occupied Condominium
1828 No Income/Verified Asset Purchase Owner Occupied PUD
1829 Stated Income Purchase Second Home Single Family
1830 Stated Income Purchase Second Home Single Family
1831 No Income/Verified Asset Purchase Owner Occupied Condominium
1832 Stated Income Purchase Second Home Condominium
1833 Stated Income Cash Out Refinance Owner Occupied PUD
1834 No Income/Verified Asset Purchase Owner Occupied Condominium
1835 Stated Income Purchase Second Home Single Family
1836 No Income/Verified Asset Purchase Owner Occupied Single Family
1837 No Ratio Purchase Investor Single Family
1838 No Documentation Purchase Investor Single Family
1839 Stated Income Purchase Owner Occupied Condominium
1840 No Ratio Cash Out Refinance Owner Occupied Single Family
1841 Full Purchase Investor Single Family
1842 No Income/Verified Asset Purchase Owner Occupied Single Family
1843 Stated Income Cash Out Refinance Investor Single Family
1844 Stated Income Cash Out Refinance Investor Single Family
1845 Stated Income Purchase Owner Occupied PUD
1846 Stated Income Purchase Owner Occupied 2-4 Family
1847 Full Purchase Owner Occupied Townhouse
1848 No Income/Verified Asset Purchase Owner Occupied Single Family
1849 No Income/Verified Asset Purchase Owner Occupied PUD
1850 No Ratio Purchase Owner Occupied Single Family
1851 Full Purchase Owner Occupied Single Family
1852 No Ratio Purchase Investor 2-4 Family
1853 No Documentation Purchase Investor 2-4 Family
1854 Stated Income Purchase Owner Occupied Single Family
1855 Stated Income Purchase Investor Single Family
1856 No Ratio Purchase Owner Occupied PUD
1857 Stated Income Purchase Owner Occupied Single Family
1858 Stated Income Purchase Owner Occupied Condominium
1859 No Ratio Purchase Investor 2-4 Family
1860 No Ratio Purchase Second Home Condominium
1861 Stated Income Purchase Investor Single Family
1862 Stated Income Cash Out Refinance Investor Single Family
1863 No Ratio Purchase Investor Single Family
1864 No Ratio Rate/Term Refinance Investor Single Family
1865 Stated Income Purchase Investor Single Family
1866 No Documentation Cash Out Refinance Owner Occupied PUD
1867 Stated/Stated Purchase Investor Single Family
1868 Stated Income Purchase Owner Occupied Single Family
1869 Stated Income Purchase Investor Single Family
1870 Stated Income Purchase Owner Occupied Single Family
1871 Full Purchase Investor Single Family
1872 Stated Income Purchase Owner Occupied Condominium
1873 Stated Income Purchase Investor Single Family
1874 No Income/Verified Asset Purchase Owner Occupied Townhouse
1875 Stated/Stated Purchase Investor PUD
1876 No Income/Verified Asset Purchase Investor Single Family
1877 No Income/Verified Asset Purchase Investor Single Family
1878 No Documentation Purchase Owner Occupied PUD
1879 No Ratio Purchase Owner Occupied PUD
1880 No Ratio Purchase Owner Occupied PUD
1881 Stated/Stated Cash Out Refinance Owner Occupied Single Family
1882 Stated Income Purchase Investor PUD
1883 Stated Income Cash Out Refinance Investor Single Family
1884 No Income/Verified Asset Purchase Investor Single Family
1885 No Ratio Rate/Term Refinance Investor Single Family
1886 No Income/Verified Asset Purchase Owner Occupied PUD
1887 No Income/Verified Asset Purchase Owner Occupied Townhouse
1888 No Documentation Purchase Investor PUD
1889 Stated/Stated Purchase Investor PUD
1890 No Ratio Purchase Investor Single Family
1891 No Documentation Cash Out Refinance Owner Occupied PUD
1892 Stated/Stated Purchase Owner Occupied 2-4 Family
1893 No Ratio Purchase Second Home Single Family
1894 No Ratio Cash Out Refinance Owner Occupied Single Family
1895 No Ratio Cash Out Refinance Owner Occupied Single Family
1896 Full Cash Out Refinance Owner Occupied Condominium
1897 Stated Income Purchase Investor Single Family
1898 Stated Income Purchase Investor 2-4 Family
1899 No Ratio Purchase Investor PUD
1900 Stated Income Purchase Owner Occupied Single Family
1901 Stated Income Cash Out Refinance Investor 2-4 Family
1902 Stated Income Purchase Investor PUD
1903 No Documentation Purchase Investor 2-4 Family
1904 Stated Income Purchase Investor 2-4 Family
1905 No Income/Verified Asset Rate/Term Refinance Owner Occupied Townhouse
1906 Stated Income Purchase Owner Occupied Single Family
1907 No Income/Verified Asset Purchase Investor Single Family
1908 Stated Income Purchase Investor PUD
1909 Stated Income Purchase Owner Occupied Condominium
1910 No Ratio Purchase Owner Occupied Single Family
1911 No Income/Verified Asset Rate/Term Refinance Investor Single Family
1912 Stated Income Cash Out Refinance Investor Condominium
1913 Stated/Stated Purchase Owner Occupied Single Family
1914 No Documentation Purchase Owner Occupied Single Family
1915 Stated/Stated Purchase Owner Occupied Single Family
1916 Stated Income Purchase Owner Occupied 2-4 Family
1917 Stated Income Purchase Owner Occupied Single Family
1918 No Income/Verified Asset Purchase Owner Occupied Condominium
1919 No Income/No Asset Cash Out Refinance Owner Occupied Single Family
1920 No Ratio Purchase Investor Single Family
1921 No Ratio Cash Out Refinance Investor Single Family
1922 No Ratio Purchase Owner Occupied 2-4 Family
1923 Stated Income Purchase Investor 2-4 Family
1924 Stated/Stated Purchase Investor 2-4 Family
1925 No Ratio Purchase Owner Occupied Single Family
1926 Stated Income Purchase Investor Single Family
1927 Stated Income Purchase Owner Occupied PUD
1928 Full Purchase Investor Single Family
1929 Stated Income Purchase Owner Occupied Single Family
1930 No Documentation Cash Out Refinance Owner Occupied Single Family
1931 No Documentation Purchase Investor Single Family
1932 Stated Income Purchase Owner Occupied PUD
1933 No Ratio Purchase Owner Occupied Condominium
1934 Stated Income Purchase Second Home PUD
1935 No Ratio Cash Out Refinance Owner Occupied Single Family
1936 Stated Income Purchase Investor 2-4 Family
1937 Stated Income Purchase Investor Condominium
1938 Stated Income Purchase Investor Single Family
1939 No Documentation Purchase Investor PUD
1940 Stated Income Purchase Investor Condominium
1941 No Income/Verified Asset Purchase Investor Single Family
1942 Stated Income Purchase Investor Single Family
1943 Stated Income Purchase Investor Single Family
1944 Stated/Stated Purchase Second Home Condominium
1945 Stated/Stated Purchase Owner Occupied Single Family
1946 Stated/Stated Purchase Second Home Condominium
1947 Stated/Stated Cash Out Refinance Investor Single Family
1948 Limited Purchase Investor Condominium
1949 No Documentation Purchase Owner Occupied Single Family
1950 No Ratio Purchase Investor PUD
1951 Stated Income Purchase Owner Occupied PUD
1952 No Income/Verified Asset Purchase Owner Occupied PUD
1953 Stated Income Purchase Second Home Condominium
1954 No Ratio Purchase Investor PUD
1955 No Income/Verified Asset Cash Out Refinance Owner Occupied Single Family
1956 No Ratio Purchase Owner Occupied PUD
1957 No Income/Verified Asset Purchase Owner Occupied Single Family
1958 No Documentation Purchase Owner Occupied PUD
1959 No Income/Verified Asset Purchase Owner Occupied Single Family
1960 No Income/Verified Asset Rate/Term Refinance Second Home Single Family
1961 No Income/Verified Asset Purchase Owner Occupied Single Family
1962 Stated/Stated Cash Out Refinance Owner Occupied Single Family
1963 Stated Income Purchase Investor PUD
1964 Stated Income Purchase Investor Single Family
1965 No Ratio Purchase Owner Occupied Single Family
1966 Stated Income Cash Out Refinance Owner Occupied Single Family
1967 Stated Income Purchase Investor PUD
1968 No Ratio Purchase Investor Single Family
1969 Stated Income Purchase Investor Single Family
1970 No Ratio Purchase Owner Occupied Condominium
1971 Full Purchase Second Home Single Family
1972 No Ratio Purchase Investor Single Family
1973 Stated/Stated Rate/Term Refinance Owner Occupied Single Family
1974 No Ratio Purchase Owner Occupied Single Family
1975 No Ratio Rate/Term Refinance Owner Occupied PUD
1976 Stated Income Purchase Owner Occupied 2-4 Family
1977 Stated Income Purchase Owner Occupied Condominium
1978 Full Purchase Investor 2-4 Family
1979 No Ratio Cash Out Refinance Owner Occupied PUD
1980 No Income/Verified Asset Purchase Owner Occupied Single Family
1981 Stated Income Purchase Investor PUD
1982 No Ratio Purchase Owner Occupied 2-4 Family
1983 No Income/No Asset Purchase Investor PUD
1984 No Income/Verified Asset Purchase Investor Single Family
1985 No Ratio Purchase Owner Occupied PUD
1986 Full Purchase Owner Occupied Condominium
1987 No Ratio Purchase Investor 2-4 Family
1988 No Income/Verified Asset Purchase Second Home Single Family
1989 No Ratio Purchase Owner Occupied Single Family
1990 Stated Income Rate/Term Refinance Owner Occupied Single Family
1991 No Ratio Purchase Investor 2-4 Family
1992 No Ratio Rate/Term Refinance Investor Single Family
1993 Stated Income Cash Out Refinance Investor Single Family
1994 No Income/Verified Asset Purchase Owner Occupied Single Family
1995 Stated Income Rate/Term Refinance Owner Occupied Condominium
1996 Stated Income Purchase Owner Occupied 2-4 Family
1997 No Documentation Purchase Investor Single Family
1998 No Documentation Purchase Owner Occupied Condominium
1999 Stated Income Cash Out Refinance Owner Occupied Single Family
2000 Full Purchase Investor Single Family
2001 Stated Income Cash Out Refinance Owner Occupied Single Family
2002 Stated Income Purchase Investor Single Family
2003 No Income/Verified Asset Purchase Investor Single Family
2004 Full Purchase Investor 2-4 Family
2005 Full Cash Out Refinance Owner Occupied Single Family
2006 Stated Income Cash Out Refinance Owner Occupied Single Family
2007 No Income/Verified Asset Purchase Owner Occupied Condominium
2008 Stated/Stated Purchase Owner Occupied Condominium
2009 Stated Income Purchase Investor PUD
2010 Stated Income Purchase Investor Single Family
2011 No Ratio Purchase Investor Single Family
2012 Stated Income Purchase Investor Single Family
2013 Limited Purchase Second Home PUD
2014 Stated Income Cash Out Refinance Investor Single Family
2015 Stated/Stated Purchase Owner Occupied Condominium
2016 Stated/Stated Purchase Investor PUD
2017 Stated Income Purchase Owner Occupied Single Family
2018 Stated Income Purchase Owner Occupied 2-4 Family
2019 Full Purchase Investor PUD
2020 Stated Income Purchase Investor Single Family
2021 No Ratio Purchase Owner Occupied Single Family
2022 No Income/Verified Asset Purchase Owner Occupied Single Family
2023 No Ratio Purchase Second Home Condominium
2024 No Ratio Purchase Investor Single Family
2025 No Ratio Purchase Owner Occupied 2-4 Family
2026 Stated Income Purchase Investor Single Family
2027 No Ratio Purchase Owner Occupied Single Family
2028 No Ratio Cash Out Refinance Owner Occupied Single Family
2029 No Ratio Purchase Investor 2-4 Family
2030 No Income/Verified Asset Cash Out Refinance Investor PUD
2031 Full Purchase Second Home Condominium
2032 Full Purchase Owner Occupied Condominium
2033 No Income/Verified Asset Purchase Investor Single Family
2034 Stated Income Rate/Term Refinance Second Home Single Family
2035 Stated Income Rate/Term Refinance Second Home Single Family
2036 Full Purchase Investor Condominium
2037 Stated Income Cash Out Refinance Owner Occupied Single Family
2038 Full Rate/Term Refinance Owner Occupied Single Family
2039 Stated Income Purchase Second Home PUD
2040 Stated/Stated Cash Out Refinance Investor Single Family
2041 Stated Income Rate/Term Refinance Owner Occupied Single Family
2042 Stated Income Purchase Owner Occupied Single Family
2043 Stated Income Rate/Term Refinance Owner Occupied Condominium
2044 Full Rate/Term Refinance Owner Occupied 2-4 Family
2045 Stated Income Purchase Second Home Condominium
PP_OWN PP_HARD_SOFT HYBRID_PERIOD PP_PENALTY_HARDNESS_MTHS PORTFOLIO
1 OWN HARD 60 36 AFL2
2 NOPP NO PP 60 0 AFL2
3 NOPP NO PP 60 0 AFL2
4 NOPP NO PP 60 0 AFL2
5 OWN HARD 60 36 AFL2
6 OWN COMBO 60 6 AFL2
7 OWN COMBO 60 6 AFL2
8 OWN COMBO 60 6 AFL2
9 OWN COMBO 60 12 AFL2
10 OWN COMBO 60 6 AFL2
11 NOPP NO PP 60 0 AFL2
12 NOPP NO PP 60 0 AFL2
13 NOPP NO PP 60 0 AFL2
14 NOPP NO PP 60 0 AFL2
15 NOPP NO PP 60 0 AFL2
16 OWN COMBO 60 6 AFL2
17 NOPP NO PP 60 0 AFL2
18 NOPP NO PP 60 0 AFL2
19 NOPP NO PP 60 0 AFL2
20 OWN SOFT 60 0 AFL2
21 OWN SOFT 60 0 AFL2
22 OWN HARD 60 36 AFL2
23 NOPP NO PP 60 0 AFL2
24 OWN HARD 60 36 AFL2
25 OWN COMBO 60 6 AFL2
26 NOPP NO PP 60 0 AFL2
27 OWN SOFT 60 0 AFL2
28 NOPP NO PP 60 0 AFL2
29 NOPP NO PP 60 0 AFL2
30 NOPP NO PP 60 0 AFL2
31 NOPP NO PP 60 0 AFL2
32 NOPP NO PP 60 0 AFL2
33 OWN HARD 60 12 AFL2
34 NOPP NO PP 60 0 AFL2
35 NOPP NO PP 60 0 AFL2
36 NOPP NO PP 60 0 AFL2
37 NOPP NO PP 60 0 AFL2
38 OWN HARD 60 12 AFL2
39 OWN HARD 60 36 AFL2
40 NOPP NO PP 60 0 AFL2
41 OWN HARD 60 12 AFL2
42 NOPP NO PP 60 0 AFL2
43 NOPP NO PP 60 0 AFL2
44 NOPP NO PP 60 0 AFL2
45 NOPP NO PP 60 0 AFL2
46 OWN SOFT 60 0 AFL2
47 OWN SOFT 60 0 AFL2
48 NOPP NO PP 60 0 AFL2
49 NOPP NO PP 60 0 AFL2
50 OWN SOFT 60 0 AFL2
51 NOPP NO PP 60 0 AFL2
52 NOPP NO PP 60 0 AFL2
53 OWN HARD 60 36 AFL2
54 OWN HARD 60 36 AFL2
55 OWN HARD 60 36 AFL2
56 NOPP NO PP 60 0 AFL2
57 NOPP NO PP 60 0 AFL2
58 OWN HARD 60 12 AFL2
59 NOPP NO PP 60 0 AFL2
60 NOPP NO PP 60 0 AFL2
61 NOPP NO PP 60 0 AFL2
62 NOPP NO PP 60 0 AFL2
63 NOPP NO PP 60 0 AFL2
64 NOPP NO PP 60 0 AFL2
65 NOPP NO PP 60 0 AFL2
66 NOPP NO PP 60 0 AFL2
67 NOPP NO PP 60 0 AFL2
68 NOPP NO PP 60 0 AFL2
69 NOPP NO PP 60 0 AFL2
70 NOPP NO PP 60 0 AFL2
71 NOPP NO PP 60 0 AFL2
72 NOPP NO PP 60 0 AFL2
73 NOPP NO PP 60 0 AFL2
74 NOPP NO PP 60 0 AFL2
75 OWN SOFT 60 0 AFL2
76 OWN SOFT 60 0 AFL2
77 NOPP NO PP 60 0 AFL2
78 OWN COMBO 60 6 AFL2
79 OWN HARD 60 36 AFL2
80 OWN HARD 60 6 AFL2
81 OWN COMBO 60 6 AFL2
82 OWN SOFT 60 0 AFL2
83 NOPP NO PP 60 0 AFL2
84 NOPP NO PP 60 0 AFL2
85 OWN SOFT 60 0 AFL2
86 NOPP NO PP 60 0 AFL2
87 OWN SOFT 60 0 AFL2
88 OWN SOFT 60 0 AFL2
89 OWN HARD 60 36 AFL2
90 OWN SOFT 60 0 AFL2
91 NOPP NO PP 60 0 AFL2
92 OWN HARD 60 6 AFL2
93 OWN SOFT 60 0 AFL2
94 NOPP NO PP 60 0 AFL2
95 OWN HARD 60 5 AFL2
96 OWN SOFT 60 0 AFL2
97 OWN HARD 60 36 AFL2
98 OWN SOFT 60 0 AFL2
99 NOPP NO PP 60 0 AFL2
100 OWN SOFT 60 0 AFL2
101 NOPP NO PP 60 0 AFL2
102 OWN SOFT 60 0 AFL2
103 OWN HARD 60 36 AFL2
104 OWN SOFT 60 0 AFL2
105 NOPP NO PP 60 0 AFL2
106 OWN HARD 60 36 AFL2
107 OWN SOFT 60 0 AFL2
108 OWN SOFT 60 0 AFL2
109 NOPP NO PP 60 0 AFL2
110 NOPP NO PP 60 0 AFL2
111 OWN HARD 60 36 AFL2
112 NOPP NO PP 60 0 AFL2
113 NOPP NO PP 60 0 AFL2
114 OWN HARD 60 36 AFL2
115 OWN HARD 60 5 AFL2
116 NOPP NO PP 60 0 AFL2
117 OWN SOFT 60 0 AFL2
118 NOPP NO PP 60 0 AFL2
119 NOPP NO PP 60 0 AFL2
120 OWN SOFT 60 0 AFL2
121 OWN HARD 60 36 AFL2
122 OWN HARD 60 36 AFL2
123 OWN HARD 60 36 AFL2
124 NOPP NO PP 60 0 AFL2
125 OWN HARD 60 6 AFL2
126 OWN HARD 60 6 AFL2
127 OWN COMBO 60 12 AFL2
128 NOPP NO PP 60 0 AFL2
129 NOPP NO PP 60 0 AFL2
130 NOPP NO PP 60 0 AFL2
131 OWN HARD 60 6 AFL2
132 NOPP NO PP 60 0 AFL2
133 NOPP NO PP 60 0 AFL2
134 NOPP NO PP 60 0 AFL2
135 OWN SOFT 60 0 AFL2
136 OWN SOFT 60 0 AFL2
137 OWN COMBO 60 12 AFL2
138 NOPP NO PP 60 0 AFL2
139 NOPP NO PP 60 0 AFL2
140 OWN SOFT 60 0 AFL2
141 NOPP NO PP 60 0 AFL2
142 OWN HARD 60 6 AFL2
143 OWN COMBO 60 6 AFL2
144 NOPP NO PP 60 0 AFL2
145 NOPP NO PP 60 0 AFL2
146 NOPP NO PP 60 0 AFL2
147 OWN SOFT 60 0 AFL2
148 OWN HARD 60 36 AFL2
149 NOPP NO PP 60 0 AFL2
150 NOPP NO PP 60 0 AFL2
151 OWN HARD 60 12 AFL2
152 OWN HARD 60 36 AFL2
153 OWN COMBO 60 6 AFL2
154 OWN SOFT 60 0 AFL2
155 NOPP NO PP 60 0 AFL2
156 OWN SOFT 60 0 AFL2
157 NOPP NO PP 60 0 AFL2
158 NOPP NO PP 60 0 AFL2
159 NOPP NO PP 60 0 AFL2
160 OWN SOFT 60 0 AFL2
161 OWN HARD 60 5 AFL2
162 NOPP NO PP 60 0 AFL2
163 NOPP NO PP 60 0 AFL2
164 NOPP NO PP 60 0 AFL2
165 OWN SOFT 60 0 AFL2
166 OWN HARD 60 6 AFL2
167 OWN SOFT 60 0 AFL2
168 NOPP NO PP 60 0 AFL2
169 NOPP NO PP 60 0 AFL2
170 NOPP NO PP 60 0 AFL2
171 OWN SOFT 60 0 AFL2
172 NOPP NO PP 60 0 AFL2
173 NOPP NO PP 60 0 AFL2
174 OWN HARD 60 8 AFL2
175 OWN HARD 60 36 AFL2
176 NOPP NO PP 60 0 AFL2
177 NOPP NO PP 60 0 AFL2
178 NOPP NO PP 60 0 AFL2
179 NOPP NO PP 60 0 AFL2
180 NOPP NO PP 60 0 AFL2
181 NOPP NO PP 60 0 AFL2
182 NOPP NO PP 60 0 AFL2
183 NOPP NO PP 60 0 AFL2
184 NOPP NO PP 60 0 AFL2
185 NOPP NO PP 60 0 AFL2
186 NOPP NO PP 60 0 AFL2
187 NOPP NO PP 60 0 AFL2
188 OWN SOFT 60 0 AFL2
189 NOPP NO PP 60 0 AFL2
190 NOPP NO PP 60 0 AFL2
191 NOPP NO PP 60 0 AFL2
192 NOPP NO PP 60 0 AFL2
193 NOPP NO PP 60 0 AFL2
194 OWN HARD 60 36 AFL2
195 OWN HARD 60 36 AFL2
196 NOPP NO PP 60 0 AFL2
197 NOPP NO PP 60 0 AFL2
198 OWN HARD 60 36 AFL2
199 OWN HARD 60 36 AFL2
200 NOPP NO PP 60 0 AFL2
201 OWN SOFT 60 0 AFL2
202 OWN COMBO 60 6 AFL2
203 NOPP NO PP 60 0 AFL2
204 OWN HARD 60 36 AFL2
205 OWN HARD 60 36 AFL2
206 OWN HARD 60 36 AFL2
207 NOPP NO PP 60 0 AFL2
208 NOPP NO PP 60 0 AFL2
209 NOPP NO PP 60 0 AFL2
210 NOPP NO PP 60 0 AFL2
211 NOPP NO PP 60 0 AFL2
212 NOPP NO PP 60 0 AFL2
213 OWN HARD 60 36 AFL2
214 OWN SOFT 60 0 AFL2
215 NOPP NO PP 60 0 AFL2
216 OWN HARD 60 6 AFL2
217 NOPP NO PP 60 0 AFL2
218 NOPP NO PP 60 0 AFL2
219 OWN HARD 60 6 AFL2
220 NOPP NO PP 60 0 AFL2
221 NOPP NO PP 60 0 AFL2
222 NOPP NO PP 60 0 AFL2
223 OWN SOFT 60 0 AFL2
224 OWN SOFT 60 0 AFL2
225 NOPP NO PP 60 0 AFL2
226 NOPP NO PP 60 0 AFL2
227 NOPP NO PP 60 0 AFL2
228 OWN HARD 60 36 AFL2
229 OWN HARD 60 36 AFL2
230 OWN SOFT 60 0 AFL2
231 NOPP NO PP 60 0 AFL2
232 OWN SOFT 60 0 AFL2
233 NOPP NO PP 60 0 AFL2
234 OWN HARD 60 36 AFL2
235 NOPP NO PP 60 0 AFL2
236 NOPP NO PP 60 0 AFL2
237 NOPP NO PP 60 0 AFL2
238 NOPP NO PP 60 0 AFL2
239 NOPP NO PP 60 0 AFL2
240 NOPP NO PP 60 0 AFL2
241 NOPP NO PP 60 0 MADN
242 NOPP NO PP 60 0 MADN
243 NOPP NO PP 60 0 MADN
244 NOPP NO PP 60 0 MADN
245 NO_OWN HARD 60 12 MADN
246 NOPP NO PP 60 0 MADN
247 NOPP NO PP 60 0 MADN
248 NOPP NO PP 60 0 MADN
249 NO_OWN SOFT 60 0 MADN
250 NO_OWN HARD 60 12 MADN
251 NOPP NO PP 60 0 MADN
252 NOPP NO PP 60 0 MADN
253 NOPP NO PP 60 0 MADN
254 NOPP NO PP 60 0 MADN
255 NO_OWN HARD 60 12 MADN
256 NOPP NO PP 60 0 MADN
257 NOPP NO PP 60 0 MADN
258 NO_OWN HARD 60 12 MADN
259 NO_OWN SOFT 60 0 MADN
260 NO_OWN HARD 60 12 MADN
261 NOPP NO PP 60 0 MADN
262 NOPP NO PP 60 0 MADN
263 NO_OWN SOFT 60 0 MADN
264 NO_OWN HARD 60 12 MADN
265 NOPP NO PP 60 0 MADN
266 OWN SOFT 60 0 AFL2
267 OWN SOFT 60 0 AFL2
268 OWN COMBO 60 12 AFL2
269 NOPP NO PP 60 0 AFL2
270 NOPP NO PP 60 0 AFL2
271 NOPP NO PP 60 0 AFL2
272 NOPP NO PP 60 0 AFL2
273 OWN SOFT 60 0 AFL2
274 OWN HARD 60 6 AFL2
275 OWN HARD 60 36 AFL2
276 OWN COMBO 60 6 AFL2
277 OWN HARD 60 36 AFL2
278 OWN HARD 60 5 AFL2
279 OWN COMBO 60 12 AFL2
280 OWN SOFT 60 0 AFL2
281 OWN HARD 60 36 AFL2
282 OWN SOFT 60 0 AFL2
283 NOPP NO PP 60 0 MADN
284 NOPP NO PP 60 0 MADN
285 NOPP NO PP 60 0 AFL2
286 NOPP NO PP 60 0 AFL2
287 OWN SOFT 60 0 AFL2
288 NOPP NO PP 60 0 AFL2
289 NOPP NO PP 60 0 AFL2
290 NOPP NO PP 60 0 AFL2
291 NOPP NO PP 60 0 AFL2
292 OWN SOFT 60 0 AFL2
293 OWN HARD 60 6 AFL2
294 NOPP NO PP 60 0 AFL2
295 NOPP NO PP 60 0 AFL2
296 OWN COMBO 60 12 AFL2
297 NOPP NO PP 60 0 AFL2
298 OWN SOFT 60 0 AFL2
299 OWN HARD 60 6 AFL2
300 NOPP NO PP 60 0 AFL2
301 OWN HARD 60 36 AFL2
302 NOPP NO PP 60 0 AFL2
303 OWN SOFT 60 0 AFL2
304 NOPP NO PP 60 0 AFL2
305 NOPP NO PP 60 0 AFL2
306 NOPP NO PP 60 0 AFL2
307 OWN HARD 60 12 AFL2
308 OWN HARD 60 36 AFL2
309 OWN HARD 60 6 AFL2
310 OWN SOFT 60 0 AFL2
311 OWN HARD 60 12 AFL2
312 OWN SOFT 60 0 AFL2
313 NOPP NO PP 60 0 AFL2
314 OWN SOFT 60 0 AFL2
315 NOPP NO PP 60 0 AFL2
316 NOPP NO PP 60 0 AFL2
317 NOPP NO PP 60 0 AFL2
318 OWN SOFT 60 0 AFL2
319 OWN HARD 60 6 AFL2
320 OWN SOFT 60 0 AFL2
321 OWN HARD 60 36 AFL2
322 OWN HARD 60 6 AFL2
323 OWN SOFT 60 0 AFL2
324 NOPP NO PP 60 0 AFL2
325 OWN HARD 60 36 AFL2
326 NOPP NO PP 60 0 AFL2
327 NOPP NO PP 60 0 AFL2
328 OWN COMBO 60 12 AFL2
329 OWN SOFT 60 0 AFL2
330 NOPP NO PP 60 0 AFL2
331 OWN COMBO 60 6 AFL2
332 OWN HARD 60 36 AFL2
333 NOPP NO PP 60 0 AFL2
334 NOPP NO PP 60 0 AFL2
335 OWN COMBO 60 12 AFL2
336 NOPP NO PP 60 0 AFL2
337 OWN HARD 60 36 AFL2
338 NOPP NO PP 60 0 AFL2
339 OWN HARD 60 6 AFL2
340 NOPP NO PP 60 0 AFL2
341 OWN HARD 60 36 AFL2
342 OWN SOFT 60 0 AFL2
343 NOPP NO PP 60 0 AFL2
344 OWN HARD 60 6 AFL2
345 NOPP NO PP 60 0 AFL2
346 NOPP NO PP 60 0 MADN
347 NO_OWN SOFT 60 0 MADN
348 NOPP NO PP 60 0 MADN
349 NOPP NO PP 60 0 MADN
350 NOPP NO PP 60 0 MADN
351 NOPP NO PP 60 0 MADN
352 NOPP NO PP 60 0 MADN
353 NO_OWN HARD 60 36 MADN
354 NOPP NO PP 60 0 MADN
355 NOPP NO PP 60 0 MADN
356 NO_OWN SOFT 60 0 MADN
357 OWN COMBO 60 12 AFL2
358 NO_OWN SOFT 60 0 MADN
359 NO_OWN HARD 60 12 MADN
360 NOPP NO PP 60 0 MADN
361 NO_OWN HARD 60 12 MADN
362 NO_OWN SOFT 60 0 MADN
363 NOPP NO PP 60 0 MADN
364 NOPP NO PP 60 0 AFL2
365 NO_OWN SOFT 60 0 MADN
366 NO_OWN HARD 60 12 MADN
367 NOPP NO PP 60 0 AFL2
368 NOPP NO PP 60 0 MADN
369 NOPP NO PP 60 0 MADN
370 NO_OWN HARD 60 12 MADN
371 NOPP NO PP 60 0 MADN
372 NOPP NO PP 60 0 MADN
373 NOPP NO PP 60 0 MADN
374 NO_OWN SOFT 60 0 MADN
375 NOPP NO PP 60 0 MADN
376 NOPP NO PP 60 0 MADN
377 NOPP NO PP 60 0 MADN
378 NOPP NO PP 60 0 MADN
379 NOPP NO PP 60 0 MADN
380 NOPP NO PP 60 0 MADN
381 NOPP NO PP 60 0 MADN
382 NO_OWN SOFT 60 0 MADN
383 NOPP NO PP 60 0 MADN
384 NOPP NO PP 60 0 MADN
385 NOPP NO PP 60 0 MADN
386 NOPP NO PP 60 0 MADN
387 NOPP NO PP 60 0 MADN
388 NOPP NO PP 60 0 MADN
389 OWN SOFT 60 0 AFL2
390 OWN SOFT 60 0 AFL2
391 NOPP NO PP 60 0 AFL2
392 NOPP NO PP 60 0 AFL2
393 NOPP NO PP 60 0 AFL2
394 OWN SOFT 60 0 AFL2
395 NOPP NO PP 60 0 MADN
396 NOPP NO PP 60 0 MADN
397 NOPP NO PP 60 0 MADN
398 NOPP NO PP 60 0 MADN
399 NOPP NO PP 60 0 MADN
400 NO_OWN SOFT 60 0 MADN
401 NOPP NO PP 60 0 ADN1
402 NO_OWN HARD 60 12 MADN
403 NO_OWN HARD 60 12 MADN
404 NOPP NO PP 60 0 MADN
405 NOPP NO PP 60 0 MADN
406 NOPP NO PP 60 0 MADN
407 NOPP NO PP 60 0 MADN
408 NOPP NO PP 60 0 MADN
409 NO_OWN HARD 60 12 MADN
410 NOPP NO PP 60 0 MADN
411 NOPP NO PP 60 0 MADN
412 NOPP NO PP 60 0 MADN
413 NOPP NO PP 60 0 MADN
414 NO_OWN HARD 60 12 MADN
415 NOPP NO PP 60 0 MADN
416 NOPP NO PP 60 0 MADN
417 NOPP NO PP 60 0 MADN
418 NOPP NO PP 60 0 MADN
419 NOPP NO PP 60 0 MADN
420 NOPP NO PP 60 0 MADN
421 NO_OWN HARD 60 12 MADN
422 NO_OWN SOFT 60 0 MADN
423 NO_OWN HARD 60 12 MADN
424 NO_OWN SOFT 60 0 MADN
425 NOPP NO PP 60 0 MADN
426 NO_OWN SOFT 60 0 MADN
427 NOPP NO PP 60 0 ADN1
428 NO_OWN HARD 60 12 MADN
429 NOPP NO PP 60 0 MADN
430 NOPP NO PP 60 0 MADN
431 NOPP NO PP 60 0 MADN
432 NO_OWN HARD 60 12 MADN
433 NO_OWN HARD 60 12 MADN
434 NOPP NO PP 60 0 MADN
435 NOPP NO PP 60 0 MADN
436 NO_OWN HARD 60 12 MADN
437 NOPP NO PP 60 0 MADN
438 NO_OWN HARD 60 12 MADN
439 NO_OWN HARD 60 12 MADN
440 NO_OWN SOFT 60 0 MADN
441 NOPP NO PP 60 0 MADN
442 NOPP NO PP 60 0 MADN
443 NOPP NO PP 60 0 MADN
444 NOPP NO PP 60 0 MADN
445 NOPP NO PP 60 0 MADN
446 NO_OWN SOFT 60 0 MADN
447 NOPP NO PP 60 0 MADN
448 NO_OWN HARD 60 12 MADN
449 NOPP NO PP 60 0 MADN
450 NOPP NO PP 60 0 MADN
451 NOPP NO PP 60 0 MADN
452 NOPP NO PP 60 0 MADN
453 NOPP NO PP 60 0 MADN
454 NOPP NO PP 60 0 MADN
455 NOPP NO PP 60 0 MADN
456 NOPP NO PP 60 0 MADN
457 NOPP NO PP 60 0 MADN
458 NO_OWN SOFT 60 0 MADN
459 NOPP NO PP 60 0 MADN
460 NOPP NO PP 60 0 MADN
461 NOPP NO PP 60 0 MADN
462 NOPP NO PP 60 0 MADN
463 NOPP NO PP 60 0 MADN
464 NO_OWN SOFT 60 0 MADN
465 NO_OWN HARD 60 12 MADN
466 NOPP NO PP 60 0 MADN
467 NOPP NO PP 60 0 MADN
468 NOPP NO PP 60 0 MADN
469 NO_OWN HARD 60 12 MADN
470 NO_OWN HARD 60 12 MADN
471 NO_OWN SOFT 60 0 MADN
472 NOPP NO PP 60 0 MADN
473 NOPP NO PP 60 0 MADN
474 NO_OWN HARD 60 12 MADN
475 NOPP NO PP 60 0 MADN
476 NOPP NO PP 60 0 MADN
477 NOPP NO PP 60 0 MADN
478 NOPP NO PP 60 0 MADN
479 NOPP NO PP 60 0 MADN
480 NOPP NO PP 60 0 MADN
481 NO_OWN SOFT 60 0 MADN
482 NOPP NO PP 60 0 MADN
483 NO_OWN HARD 60 12 MADN
484 NO_OWN SOFT 60 0 MADN
485 NOPP NO PP 60 0 MADN
486 NOPP NO PP 60 0 MADN
487 NO_OWN SOFT 60 0 MADN
488 NOPP NO PP 60 0 MADN
489 NO_OWN SOFT 60 0 MADN
490 NO_OWN SOFT 60 0 MADN
491 NOPP NO PP 60 0 MADN
492 NO_OWN HARD 60 12 MADN
493 NOPP NO PP 60 0 MADN
494 NOPP NO PP 60 0 MADN
495 NOPP NO PP 60 0 MADN
496 NO_OWN SOFT 60 0 MADN
497 NOPP NO PP 60 0 MADN
498 NO_OWN SOFT 60 0 MADN
499 NOPP NO PP 60 0 MADN
500 NO_OWN SOFT 60 0 AFL2
501 NOPP NO PP 60 0 MADN
502 NOPP NO PP 60 0 MADN
503 NOPP NO PP 60 0 MADN
504 NO_OWN HARD 60 12 MADN
505 NOPP NO PP 60 0 MADN
506 NOPP NO PP 60 0 MADN
507 NO_OWN HARD 60 12 MADN
508 NOPP NO PP 60 0 MADN
509 NO_OWN SOFT 60 0 MADN
510 NO_OWN SOFT 60 0 MADN
511 NOPP NO PP 60 0 MADN
512 NOPP NO PP 60 0 MADN
513 NOPP NO PP 60 0 MADN
514 NO_OWN SOFT 60 0 MADN
515 NOPP NO PP 60 0 MADN
516 NOPP NO PP 60 0 MADN
517 NOPP NO PP 60 0 MADN
518 NOPP NO PP 60 0 MADN
519 NOPP NO PP 60 0 MADN
520 NO_OWN HARD 60 12 MADN
521 NOPP NO PP 60 0 MADN
522 NOPP NO PP 60 0 MADN
523 NO_OWN HARD 60 12 MADN
524 NO_OWN SOFT 60 0 MADN
525 NO_OWN HARD 60 12 MADN
526 NOPP NO PP 60 0 MADN
527 NOPP NO PP 60 0 MADN
528 NOPP NO PP 60 0 MADN
529 NO_OWN SOFT 60 0 MADN
530 NO_OWN HARD 60 12 MADN
531 NO_OWN HARD 60 36 MADN
532 NO_OWN SOFT 60 0 MADN
533 NO_OWN SOFT 60 0 MADN
534 NOPP NO PP 60 0 MADN
535 NO_OWN HARD 60 12 MADN
536 NOPP NO PP 60 0 MADN
537 NO_OWN SOFT 60 0 MADN
538 NOPP NO PP 60 0 MADN
539 NOPP NO PP 60 0 MADN
540 NOPP NO PP 60 0 MADN
541 NO_OWN HARD 60 12 MADN
542 NOPP NO PP 60 0 MADN
543 NO_OWN HARD 60 12 MADN
544 NOPP NO PP 60 0 MADN
545 NOPP NO PP 60 0 MADN
546 NOPP NO PP 60 0 MADN
547 NO_OWN HARD 60 12 MADN
548 NO_OWN HARD 60 12 MADN
549 NO_OWN HARD 60 36 MADN
550 NOPP NO PP 60 0 MADN
551 NOPP NO PP 60 0 MALT
552 NO_OWN HARD 60 12 MADN
553 NOPP NO PP 60 0 MALT
554 NO_OWN HARD 60 12 MADN
555 NOPP NO PP 60 0 ALT1
556 NOPP NO PP 60 0 MADN
557 NOPP NO PP 60 0 MADN
558 NOPP NO PP 60 0 AFL2
559 NOPP NO PP 60 0 MALT
560 NO_OWN SOFT 60 0 MADN
561 NOPP NO PP 60 0 MALT
562 NO_OWN HARD 60 12 MADN
563 NO_OWN SOFT 60 0 MADN
564 NOPP NO PP 60 0 MALT
565 NO_OWN SOFT 60 0 MADN
566 NOPP NO PP 60 0 MADN
567 NOPP NO PP 60 0 MADN
568 NOPP NO PP 60 0 MADN
569 NOPP NO PP 60 0 MALT
570 NOPP NO PP 60 0 MADN
571 NOPP NO PP 60 0 MADN
572 NO_OWN HARD 60 12 MADN
573 NO_OWN HARD 60 12 MADN
574 NOPP NO PP 60 0 MADN
575 NO_OWN HARD 60 12 MADN
576 NO_OWN SOFT 60 0 MADN
577 NOPP NO PP 60 0 MADN
578 NOPP NO PP 60 0 MADN
579 NOPP NO PP 60 0 MADN
580 NOPP NO PP 60 0 MADN
581 NOPP NO PP 60 0 MADN
582 NO_OWN HARD 60 12 MADN
583 NO_OWN SOFT 60 0 AFL2
584 NOPP NO PP 60 0 MADN
585 NO_OWN HARD 60 12 MADN
586 NO_OWN SOFT 60 0 MADN
587 NO_OWN HARD 60 12 MADN
588 NO_OWN SOFT 60 0 MADN
589 NOPP NO PP 60 0 MADN
590 NO_OWN SOFT 60 0 MADN
591 NOPP NO PP 60 0 MADN
592 NOPP NO PP 60 0 MADN
593 NO_OWN HARD 60 12 MADN
594 NO_OWN HARD 60 12 MADN
595 NO_OWN SOFT 60 0 MADN
596 NOPP NO PP 60 0 MADN
597 NO_OWN SOFT 60 0 MADN
598 NOPP NO PP 60 0 MADN
599 NOPP NO PP 60 0 MADN
600 NOPP NO PP 60 0 MADN
601 NOPP NO PP 60 0 MADN
602 NO_OWN SOFT 60 0 MADN
603 NOPP NO PP 60 0 MADN
604 NOPP NO PP 60 0 MADN
605 NO_OWN HARD 60 12 MADN
606 NO_OWN SOFT 60 0 MADN
607 NO_OWN SOFT 60 0 MADN
608 NOPP NO PP 60 0 MADN
609 NOPP NO PP 60 0 MADN
610 NOPP NO PP 60 0 MADN
611 NO_OWN HARD 60 12 MADN
612 NOPP NO PP 60 0 MADN
613 NO_OWN HARD 60 12 MADN
614 NO_OWN HARD 60 12 MADN
615 NOPP NO PP 60 0 MADN
616 NOPP NO PP 60 0 MADN
617 NOPP NO PP 60 0 MADN
618 NO_OWN HARD 60 12 MADN
619 NO_OWN SOFT 60 0 MADN
620 NOPP NO PP 60 0 MADN
621 NOPP NO PP 60 0 MADN
622 NOPP NO PP 60 0 MADN
623 NOPP NO PP 60 0 MADN
624 NO_OWN HARD 60 12 MADN
625 NO_OWN HARD 60 12 ADN1
626 NOPP NO PP 60 0 ADN1
627 NO_OWN SOFT 60 0 MADN
628 NO_OWN SOFT 60 0 ADN1
629 NO_OWN HARD 60 12 ADN1
630 NOPP NO PP 60 0 MADN
631 NOPP NO PP 60 0 ADN1
632 NO_OWN HARD 60 12 MADN
633 NOPP NO PP 60 0 MADN
634 NOPP NO PP 60 0 MADN
635 NOPP NO PP 60 0 MADN
636 NOPP NO PP 60 0 MADN
637 NO_OWN HARD 60 12 MADN
638 NOPP NO PP 60 0 MADN
639 NOPP NO PP 60 0 MADN
640 NOPP NO PP 60 0 MADN
641 NOPP NO PP 60 0 MADN
642 NO_OWN SOFT 60 0 MADN
643 NOPP NO PP 60 0 MADN
644 NOPP NO PP 60 0 MADN
645 NO_OWN SOFT 60 0 MADN
646 NOPP NO PP 60 0 MADN
647 NOPP NO PP 60 0 MADN
648 NOPP NO PP 60 0 MADN
649 NOPP NO PP 60 0 MADN
650 NO_OWN SOFT 60 0 MADN
651 NOPP NO PP 60 0 MADN
652 NOPP NO PP 60 0 MADN
653 NO_OWN HARD 60 12 MADN
654 NOPP NO PP 60 0 MADN
655 NO_OWN HARD 60 12 MADN
656 NOPP NO PP 60 0 MADN
657 NOPP NO PP 60 0 MADN
658 NOPP NO PP 60 0 MADN
659 NOPP NO PP 60 0 MADN
660 NOPP NO PP 60 0 MADN
661 NO_OWN HARD 60 12 MADN
662 NOPP NO PP 60 0 MADN
663 NOPP NO PP 60 0 MADN
664 NOPP NO PP 60 0 MADN
665 NOPP NO PP 60 0 MADN
666 NOPP NO PP 60 0 MADN
667 NOPP NO PP 60 0 MADN
668 NOPP NO PP 60 0 MADN
669 NOPP NO PP 60 0 MADN
670 NO_OWN SOFT 60 0 MADN
671 NOPP NO PP 60 0 MADN
672 NOPP NO PP 60 0 MADN
673 NO_OWN HARD 60 12 MADN
674 NOPP NO PP 60 0 MADN
675 NOPP NO PP 60 0 MADN
676 NO_OWN HARD 60 12 MADN
677 NOPP NO PP 60 0 MADN
678 NO_OWN HARD 60 12 MADN
679 NO_OWN SOFT 60 0 MADN
680 NO_OWN HARD 60 12 MADN
681 NOPP NO PP 60 0 MADN
682 NOPP NO PP 60 0 MADN
683 NOPP NO PP 60 0 MADN
684 NOPP NO PP 60 0 MADN
685 NO_OWN HARD 60 12 MADN
686 NO_OWN HARD 60 12 MADN
687 NO_OWN HARD 60 12 MADN
688 NOPP NO PP 60 0 MADN
689 NOPP NO PP 60 0 MADN
690 NO_OWN SOFT 60 0 MADN
691 NO_OWN HARD 60 12 MADN
692 NOPP NO PP 60 0 MADN
693 NOPP NO PP 60 0 MADN
694 NO_OWN HARD 60 12 MADN
695 NOPP NO PP 60 0 MADN
696 NOPP NO PP 60 0 MADN
697 NOPP NO PP 60 0 MALT
698 NOPP NO PP 60 0 MADN
699 NOPP NO PP 60 0 ADN1
700 NOPP NO PP 60 0 MALT
701 NO_OWN SOFT 60 0 MADN
702 NO_OWN HARD 60 12 MADN
703 NOPP NO PP 60 0 MALT
704 NOPP NO PP 60 0 MADN
705 NOPP NO PP 60 0 MADN
706 NO_OWN HARD 60 12 MADN
707 NO_OWN HARD 60 12 MADN
708 NOPP NO PP 60 0 MALT
709 NO_OWN HARD 60 12 MADN
710 NOPP NO PP 60 0 AFL2
711 NOPP NO PP 60 0 MALT
712 NOPP NO PP 60 0 MADN
713 NOPP NO PP 60 0 MADN
714 NOPP NO PP 60 0 MALT
715 NOPP NO PP 60 0 MADN
716 NOPP NO PP 60 0 MALT
717 NO_OWN HARD 60 12 MADN
718 NOPP NO PP 60 0 MALT
719 OWN SOFT 60 0 AFL2
720 NOPP NO PP 60 0 AFL2
721 NOPP NO PP 60 0 AFL2
722 NOPP NO PP 60 0 AFL2
723 NOPP NO PP 60 0 AFL2
724 NOPP NO PP 60 0 AFL2
725 NOPP NO PP 60 0 AFL2
726 NOPP NO PP 60 0 AFL2
727 OWN HARD 60 36 AFL2
728 NOPP NO PP 60 0 AFL2
729 OWN SOFT 60 0 AFL2
730 NOPP NO PP 60 0 AFL2
731 NOPP NO PP 60 0 AFL2
732 NOPP NO PP 60 0 AFL2
733 NOPP NO PP 60 0 AFL2
734 OWN SOFT 60 0 AFL2
735 OWN SOFT 60 0 AFL2
736 OWN SOFT 60 0 AFL2
737 OWN SOFT 60 0 AFL2
738 OWN SOFT 60 0 AFL2
739 OWN COMBO 60 6 AFL2
740 OWN SOFT 60 0 AFL2
741 NO_OWN HARD 60 12 MADN
742 NOPP NO PP 60 0 MADN
743 NO_OWN SOFT 60 0 MADN
744 NOPP NO PP 60 0 MADN
745 NOPP NO PP 60 0 MADN
746 NOPP NO PP 60 0 MADN
747 NOPP NO PP 60 0 MADN
748 NOPP NO PP 60 0 MADN
749 NOPP NO PP 60 0 ADN1
750 NOPP NO PP 60 0 MADN
751 NO_OWN HARD 60 12 MADN
752 NO_OWN HARD 60 12 MADN
753 NOPP NO PP 60 0 MADN
754 NOPP NO PP 60 0 MADN
755 NO_OWN SOFT 60 0 MADN
756 NO_OWN HARD 60 12 MADN
757 NOPP NO PP 60 0 MADN
758 NO_OWN HARD 60 12 MADN
759 NOPP NO PP 60 0 MADN
760 NOPP NO PP 60 0 MADN
761 NOPP NO PP 60 0 MADN
762 NOPP NO PP 60 0 MADN
763 NOPP NO PP 60 0 MADN
764 NOPP NO PP 60 0 MADN
765 NO_OWN HARD 60 12 MADN
766 NO_OWN HARD 60 12 MADN
767 NO_OWN HARD 60 12 MADN
768 NOPP NO PP 60 0 MADN
769 NOPP NO PP 60 0 MADN
770 NO_OWN SOFT 60 0 MADN
771 NOPP NO PP 60 0 MADN
772 NO_OWN HARD 60 12 MADN
773 NOPP NO PP 60 0 MADN
774 NOPP NO PP 60 0 MADN
775 NO_OWN HARD 60 12 MADN
776 NO_OWN HARD 60 12 MADN
777 NO_OWN HARD 60 12 MADN
778 NO_OWN HARD 60 12 MADN
779 NO_OWN HARD 60 12 MADN
780 NOPP NO PP 60 0 MADN
781 NO_OWN HARD 60 12 MADN
782 NOPP NO PP 60 0 MADN
783 NO_OWN HARD 60 12 MADN
784 NO_OWN HARD 60 12 MADN
785 NO_OWN HARD 60 12 MADN
786 NO_OWN HARD 60 12 MADN
787 NOPP NO PP 60 0 MADN
788 NO_OWN HARD 60 12 MADN
789 NOPP NO PP 60 0 MADN
790 NOPP NO PP 60 0 MADN
791 NO_OWN SOFT 60 0 MADN
792 NOPP NO PP 60 0 MADN
793 NO_OWN HARD 60 12 MADN
794 NO_OWN HARD 60 12 MADN
795 NO_OWN HARD 60 12 MADN
796 NO_OWN HARD 60 12 MADN
797 NO_OWN HARD 60 12 MADN
798 NO_OWN HARD 60 12 MADN
799 NOPP NO PP 60 0 MADN
800 NO_OWN SOFT 60 0 MADN
801 NOPP NO PP 60 0 MADN
802 NOPP NO PP 60 0 MADN
803 NO_OWN HARD 60 12 MADN
804 NO_OWN HARD 60 12 MADN
805 NOPP NO PP 60 0 AFL2
806 NOPP NO PP 60 0 ADN1
807 NOPP NO PP 60 0 AFL2
808 NOPP NO PP 60 0 ALT1
809 NOPP NO PP 60 0 ALT1
810 NOPP NO PP 60 0 ALT1
811 NOPP NO PP 60 0 ALT1
812 NO_OWN SOFT 60 0 AFL2
813 NO_OWN SOFT 60 0 AFL2
814 NOPP NO PP 60 0 ALT1
815 NOPP NO PP 60 0 ALT1
816 NOPP NO PP 60 0 ALT1
817 NOPP NO PP 60 0 ALT1
818 NOPP NO PP 60 0 ALT1
819 NOPP NO PP 60 0 ALT1
820 NOPP NO PP 60 0 ALT1
821 NOPP NO PP 60 0 ALT1
822 NOPP NO PP 60 0 ALT1
823 NOPP NO PP 60 0 ALT1
824 NO_OWN HARD 60 12 MADN
825 NOPP NO PP 60 0 ALT1
826 NOPP NO PP 60 0 MADN
827 NO_OWN SOFT 60 0 MADN
828 NOPP NO PP 60 0 MADN
829 NOPP NO PP 60 0 MADN
830 NO_OWN HARD 60 12 MADN
831 NOPP NO PP 60 0 MADN
832 NOPP NO PP 60 0 ALT1
833 NOPP NO PP 60 0 ALT1
834 NO_OWN HARD 60 12 MADN
835 NOPP NO PP 60 0 ALT1
836 NOPP NO PP 60 0 MADN
837 NOPP NO PP 60 0 ALT1
838 NOPP NO PP 60 0 MALT
839 NO_OWN SOFT 60 0 MADN
840 NO_OWN HARD 60 12 MADN
841 NOPP NO PP 60 0 MALT
842 NO_OWN SOFT 60 0 MADN
843 NO_OWN HARD 60 12 MADN
844 NOPP NO PP 60 0 MADN
845 NOPP NO PP 60 0 MALT
846 NO_OWN HARD 60 12 MADN
847 NOPP NO PP 60 0 MADN
848 NOPP NO PP 60 0 MALT
849 NOPP NO PP 60 0 MADN
850 NOPP NO PP 60 0 MADN
851 NOPP NO PP 60 0 MALT
852 NO_OWN HARD 60 12 MADN
853 NOPP NO PP 60 0 MADN
854 NOPP NO PP 60 0 MADN
855 NOPP NO PP 60 0 ALT1
856 NO_OWN HARD 60 12 MADN
857 NOPP NO PP 60 0 MADN
858 NOPP NO PP 60 0 MADN
859 NOPP NO PP 60 0 MALT
860 NOPP NO PP 60 0 MADN
861 NO_OWN HARD 60 12 MADN
862 NOPP NO PP 60 0 MADN
863 NOPP NO PP 60 0 MALT
864 NO_OWN HARD 60 12 MADN
865 NO_OWN HARD 60 12 MADN
866 NO_OWN HARD 60 12 MADN
867 NOPP NO PP 60 0 AFL2
868 NOPP NO PP 60 0 MALT
869 NOPP NO PP 60 0 MADN
870 NOPP NO PP 60 0 MADN
871 NOPP NO PP 60 0 MADN
872 NOPP NO PP 60 0 MADN
873 NO_OWN HARD 60 12 MADN
874 NOPP NO PP 60 0 MADN
875 NOPP NO PP 60 0 MADN
876 NOPP NO PP 60 0 ALT1
877 NO_OWN HARD 60 12 MADN
878 NOPP NO PP 60 0 MALT
879 NOPP NO PP 60 0 MADN
880 NOPP NO PP 60 0 MADN
881 NOPP NO PP 60 0 MALT
882 NOPP NO PP 60 0 MADN
883 NOPP NO PP 60 0 MADN
884 NOPP NO PP 60 0 MALT
885 NOPP NO PP 60 0 MADN
886 NOPP NO PP 60 0 MADN
887 NOPP NO PP 60 0 MALT
888 NO_OWN SOFT 60 0 MADN
889 NOPP NO PP 60 0 MADN
890 NO_OWN HARD 60 12 MADN
891 NOPP NO PP 60 0 MADN
892 NOPP NO PP 60 0 MALT
893 NOPP NO PP 60 0 MADN
894 NO_OWN HARD 60 12 MADN
895 NOPP NO PP 60 0 ALT1
896 NOPP NO PP 60 0 MADN
897 NO_OWN HARD 60 12 MADN
898 NOPP NO PP 60 0 MALT
899 NO_OWN HARD 60 12 MADN
900 NOPP NO PP 60 0 MADN
901 NOPP NO PP 60 0 MALT
902 NOPP NO PP 60 0 MADN
903 NO_OWN HARD 60 12 MADN
904 NOPP NO PP 60 0 MADN
905 NO_OWN HARD 60 12 MADN
906 NOPP NO PP 60 0 MADN
907 NOPP NO PP 60 0 MALT
908 NOPP NO PP 60 0 MALT
909 NOPP NO PP 60 0 MALT
910 NOPP NO PP 60 0 MALT
911 NOPP NO PP 60 0 MADN
912 NOPP NO PP 60 0 MADN
913 NOPP NO PP 60 0 MALT
914 NO_OWN HARD 60 12 MADN
915 NOPP NO PP 60 0 MADN
916 NOPP NO PP 60 0 MALT
917 NOPP NO PP 60 0 MADN
918 NO_OWN SOFT 60 0 MADN
919 NOPP NO PP 60 0 MALT
920 NO_OWN HARD 60 12 MADN
921 NOPP NO PP 60 0 MADN
922 NOPP NO PP 60 0 MALT
923 NO_OWN SOFT 60 0 MADN
924 NO_OWN SOFT 60 0 MADN
925 NOPP NO PP 60 0 MALT
926 NOPP NO PP 60 0 MADN
927 NO_OWN HARD 60 12 MADN
928 NOPP NO PP 60 0 MALT
929 NO_OWN SOFT 60 0 MADN
930 NOPP NO PP 60 0 MADN
931 NOPP NO PP 60 0 MADN
932 NO_OWN SOFT 60 0 MADN
933 NO_OWN HARD 60 12 MADN
934 NO_OWN SOFT 60 0 MADN
935 NOPP NO PP 60 0 MADN
936 NOPP NO PP 60 0 MALT
937 NO_OWN HARD 60 12 MADN
938 NOPP NO PP 60 0 MALT
939 NOPP NO PP 60 0 MADN
940 NO_OWN HARD 60 12 MADN
941 NOPP NO PP 60 0 MALT
942 NO_OWN HARD 60 12 MADN
943 NO_OWN HARD 60 12 MADN
944 NOPP NO PP 60 0 MALT
945 NOPP NO PP 60 0 MADN
946 NOPP NO PP 60 0 MADN
947 NOPP NO PP 60 0 MADN
948 NOPP NO PP 60 0 MADN
949 NOPP NO PP 60 0 MALT
950 NOPP NO PP 60 0 MADN
951 NOPP NO PP 60 0 MALT
952 NO_OWN SOFT 60 0 MADN
953 NOPP NO PP 60 0 MADN
954 NOPP NO PP 60 0 MALT
955 NOPP NO PP 60 0 MADN
956 NOPP NO PP 60 0 MADN
957 NOPP NO PP 60 0 MADN
958 NOPP NO PP 60 0 MADN
959 NOPP NO PP 60 0 MADN
960 NOPP NO PP 60 0 MADN
961 NOPP NO PP 60 0 MADN
962 NOPP NO PP 60 0 ADN1
963 NOPP NO PP 60 0 ADN1
964 NO_OWN HARD 60 12 ADN1
965 NOPP NO PP 60 0 ADN1
966 NO_OWN HARD 60 12 MADN
967 NOPP NO PP 60 0 MADN
968 NO_OWN HARD 60 36 ADN1
969 NOPP NO PP 60 0 MADN
970 NOPP NO PP 60 0 ADN1
971 NOPP NO PP 60 0 MADN
972 NOPP NO PP 60 0 MADN
973 NOPP NO PP 60 0 MADN
974 NOPP NO PP 60 0 MADN
975 NOPP NO PP 60 0 MADN
976 NO_OWN HARD 60 12 MADN
977 NOPP NO PP 60 0 MADN
978 NO_OWN SOFT 60 0 MADN
979 NOPP NO PP 60 0 MADN
980 NO_OWN HARD 60 12 MADN
981 NOPP NO PP 60 0 MADN
982 NOPP NO PP 60 0 MADN
983 NOPP NO PP 60 0 MADN
984 NO_OWN HARD 60 12 MADN
985 NOPP NO PP 60 0 MADN
986 NOPP NO PP 60 0 MADN
987 NOPP NO PP 60 0 MADN
988 NO_OWN HARD 60 12 MADN
989 NOPP NO PP 60 0 MADN
990 NOPP NO PP 60 0 MADN
991 NO_OWN HARD 60 12 MADN
992 NOPP NO PP 60 0 MADN
993 NOPP NO PP 60 0 MADN
994 NOPP NO PP 60 0 MADN
995 NO_OWN HARD 60 12 MADN
996 NOPP NO PP 60 0 MADN
997 NOPP NO PP 60 0 MADN
998 NOPP NO PP 60 0 MADN
999 NO_OWN SOFT 60 0 MADN
1000 NO_OWN SOFT 60 0 MADN
1001 NOPP NO PP 60 0 MADN
1002 NO_OWN SOFT 60 0 MADN
1003 NO_OWN HARD 60 12 MADN
1004 NOPP NO PP 60 0 MADN
1005 NOPP NO PP 60 0 MADN
1006 NO_OWN SOFT 60 0 MADN
1007 NO_OWN HARD 60 12 MADN
1008 NO_OWN HARD 60 12 MADN
1009 NOPP NO PP 60 0 MADN
1010 NO_OWN HARD 60 12 MADN
1011 NO_OWN SOFT 60 0 MADN
1012 NOPP NO PP 60 0 ADN1
1013 NOPP NO PP 60 0 MADN
1014 NOPP NO PP 60 0 MADN
1015 NOPP NO PP 60 0 MADN
1016 NO_OWN HARD 60 12 MADN
1017 NOPP NO PP 60 0 MADN
1018 NO_OWN HARD 60 12 MADN
1019 NOPP NO PP 60 0 MADN
1020 NOPP NO PP 60 0 MADN
1021 NO_OWN HARD 60 12 MADN
1022 NOPP NO PP 60 0 MADN
1023 NOPP NO PP 60 0 MADN
1024 NOPP NO PP 60 0 MADN
1025 NO_OWN HARD 60 12 MADN
1026 NOPP NO PP 60 0 MADN
1027 NOPP NO PP 60 0 MADN
1028 NO_OWN HARD 60 12 MADN
1029 NO_OWN HARD 60 12 MADN
1030 NO_OWN SOFT 60 0 MADN
1031 NOPP NO PP 60 0 ALT1
1032 NOPP NO PP 60 0 ALT1
1033 NOPP NO PP 60 0 ALT1
1034 NOPP NO PP 60 0 MADN
1035 NOPP NO PP 60 0 ALT1
1036 NOPP NO PP 60 0 MADN
1037 NOPP NO PP 60 0 MADN
1038 NOPP NO PP 60 0 MADN
1039 NO_OWN HARD 60 12 MADN
1040 NOPP NO PP 60 0 MADN
1041 NO_OWN HARD 60 12 MADN
1042 NOPP NO PP 60 0 MADN
1043 NOPP NO PP 60 0 MADN
1044 NO_OWN SOFT 60 0 MADN
1045 NOPP NO PP 60 0 ADN1
1046 NOPP NO PP 60 0 AFL2
1047 NO_OWN HARD 60 12 MADN
1048 NO_OWN HARD 60 12 MADN
1049 NOPP NO PP 60 0 MADN
1050 NOPP NO PP 60 0 MADN
1051 NOPP NO PP 60 0 MADN
1052 NO_OWN SOFT 60 0 MADN
1053 NO_OWN SOFT 60 0 MADN
1054 NO_OWN HARD 60 12 MADN
1055 NO_OWN SOFT 60 0 MADN
1056 NOPP NO PP 60 0 MADN
1057 NOPP NO PP 60 0 MADN
1058 NO_OWN SOFT 60 0 MADN
1059 NOPP NO PP 60 0 MADN
1060 NO_OWN SOFT 60 0 MADN
1061 NOPP NO PP 60 0 MADN
1062 NO_OWN HARD 60 12 MADN
1063 NOPP NO PP 60 0 MADN
1064 NO_OWN SOFT 60 0 MADN
1065 NOPP NO PP 60 0 MADN
1066 NO_OWN SOFT 60 0 MADN
1067 NO_OWN HARD 60 12 MADN
1068 NO_OWN HARD 60 12 MADN
1069 NO_OWN HARD 60 12 MADN
1070 NOPP NO PP 60 0 MADN
1071 NO_OWN HARD 60 12 MADN
1072 NO_OWN HARD 60 12 MADN
1073 NOPP NO PP 60 0 MADN
1074 NOPP NO PP 60 0 MADN
1075 NO_OWN SOFT 60 0 MADN
1076 NOPP NO PP 60 0 MADN
1077 NOPP NO PP 60 0 MADN
1078 NOPP NO PP 60 0 MADN
1079 NOPP NO PP 60 0 MADN
1080 NOPP NO PP 60 0 AFL2
1081 NO_OWN HARD 60 12 MADN
1082 NOPP NO PP 60 0 MADN
1083 NOPP NO PP 60 0 MADN
1084 NOPP NO PP 60 0 MADN
1085 NOPP NO PP 60 0 MADN
1086 NOPP NO PP 60 0 MADN
1087 NOPP NO PP 60 0 MADN
1088 NOPP NO PP 60 0 MADN
1089 NO_OWN HARD 60 12 MADN
1090 NOPP NO PP 60 0 MADN
1091 NO_OWN SOFT 60 0 MADN
1092 NO_OWN HARD 60 12 MADN
1093 NOPP NO PP 60 0 MADN
1094 NO_OWN HARD 60 12 MADN
1095 NOPP NO PP 60 0 MADN
1096 NO_OWN HARD 60 12 MADN
1097 NO_OWN HARD 60 12 MADN
1098 NOPP NO PP 60 0 AFL2
1099 NOPP NO PP 60 0 MADN
1100 NO_OWN SOFT 60 0 MADN
1101 NOPP NO PP 60 0 MADN
1102 NOPP NO PP 60 0 MADN
1103 NO_OWN SOFT 60 0 MADN
1104 NOPP NO PP 60 0 MADN
1105 NOPP NO PP 60 0 MADN
1106 NOPP NO PP 60 0 MADN
1107 NO_OWN HARD 60 12 MADN
1108 NOPP NO PP 60 0 MADN
1109 NOPP NO PP 60 0 MADN
1110 NOPP NO PP 60 0 MADN
1111 NOPP NO PP 60 0 MADN
1112 NOPP NO PP 60 0 MADN
1113 NOPP NO PP 60 0 MADN
1114 NO_OWN SOFT 60 0 MADN
1115 NOPP NO PP 60 0 MADN
1116 NO_OWN SOFT 60 0 MADN
1117 NO_OWN HARD 60 12 MADN
1118 NOPP NO PP 60 0 MADN
1119 NOPP NO PP 60 0 MADN
1120 NO_OWN HARD 60 12 MADN
1121 NOPP NO PP 60 0 MADN
1122 NOPP NO PP 60 0 MADN
1123 NOPP NO PP 60 0 MADN
1124 NO_OWN HARD 60 12 ADN1
1125 NOPP NO PP 60 0 MADN
1126 NOPP NO PP 60 0 MADN
1127 NO_OWN HARD 60 12 MADN
1128 NOPP NO PP 60 0 MADN
1129 NO_OWN SOFT 60 0 MADN
1130 NOPP NO PP 60 0 MADN
1131 NOPP NO PP 60 0 MADN
1132 NO_OWN SOFT 60 0 MADN
1133 NO_OWN HARD 60 12 MADN
1134 NO_OWN HARD 60 12 MADN
1135 NOPP NO PP 60 0 MADN
1136 NO_OWN HARD 60 12 MADN
1137 NOPP NO PP 60 0 MADN
1138 NOPP NO PP 60 0 MADN
1139 NO_OWN SOFT 60 0 MADN
1140 NOPP NO PP 60 0 MADN
1141 NOPP NO PP 60 0 MADN
1142 NOPP NO PP 60 0 MADN
1143 NO_OWN HARD 60 12 MADN
1144 NOPP NO PP 60 0 MADN
1145 NO_OWN SOFT 60 0 MADN
1146 NOPP NO PP 60 0 MADN
1147 NO_OWN SOFT 60 0 MADN
1148 NOPP NO PP 60 0 MADN
1149 OWN HARD 60 6 AFL2
1150 NOPP NO PP 60 0 MADN
1151 NOPP NO PP 60 0 MADN
1152 NO_OWN SOFT 60 0 MADN
1153 NO_OWN SOFT 60 0 MADN
1154 NO_OWN SOFT 60 0 MADN
1155 NO_OWN SOFT 60 0 MADN
1156 NO_OWN HARD 60 12 MADN
1157 NO_OWN SOFT 60 0 MADN
1158 NO_OWN SOFT 60 0 MADN
1159 NO_OWN HARD 60 12 MADN
1160 NO_OWN HARD 60 12 MADN
1161 NOPP NO PP 60 0 MADN
1162 NO_OWN SOFT 60 0 MADN
1163 NOPP NO PP 60 0 MADN
1164 NOPP NO PP 60 0 MADN
1165 NOPP NO PP 60 0 MADN
1166 NOPP NO PP 60 0 MADN
1167 NOPP NO PP 60 0 MADN
1168 NO_OWN HARD 60 12 MADN
1169 NO_OWN HARD 60 12 MADN
1170 NOPP NO PP 60 0 MADN
1171 NO_OWN HARD 60 12 MADN
1172 NOPP NO PP 60 0 MADN
1173 NO_OWN SOFT 60 0 MADN
1174 NOPP NO PP 60 0 MADN
1175 NOPP NO PP 60 0 MADN
1176 NOPP NO PP 60 0 MADN
1177 NO_OWN SOFT 60 0 MADN
1178 NOPP NO PP 60 0 MADN
1179 NOPP NO PP 60 0 MADN
1180 NOPP NO PP 60 0 MADN
1181 NOPP NO PP 60 0 MADN
1182 NOPP NO PP 60 0 MADN
1183 NOPP NO PP 60 0 MADN
1184 NO_OWN HARD 60 12 MADN
1185 NOPP NO PP 60 0 MADN
1186 NOPP NO PP 60 0 MADN
1187 NOPP NO PP 60 0 MADN
1188 NOPP NO PP 60 0 MADN
1189 NOPP NO PP 60 0 MADN
1190 NO_OWN HARD 60 12 MADN
1191 NOPP NO PP 60 0 MADN
1192 NOPP NO PP 60 0 MADN
1193 NO_OWN HARD 60 12 ADN1
1194 NO_OWN HARD 60 12 MADN
1195 NOPP NO PP 60 0 MADN
1196 NOPP NO PP 60 0 MADN
1197 NOPP NO PP 60 0 MADN
1198 NO_OWN SOFT 60 0 MADN
1199 NO_OWN HARD 60 12 MADN
1200 NOPP NO PP 60 0 MADN
1201 NO_OWN HARD 60 12 MADN
1202 NOPP NO PP 60 0 MADN
1203 NOPP NO PP 60 0 AFL2
1204 NO_OWN HARD 60 12 MADN
1205 NOPP NO PP 60 0 MADN
1206 NOPP NO PP 60 0 MADN
1207 NOPP NO PP 60 0 MADN
1208 NOPP NO PP 60 0 MADN
1209 NOPP NO PP 60 0 MADN
1210 NOPP NO PP 60 0 MADN
1211 NOPP NO PP 60 0 MADN
1212 NOPP NO PP 60 0 MADN
1213 NO_OWN HARD 60 12 MADN
1214 NOPP NO PP 60 0 MADN
1215 NOPP NO PP 60 0 MADN
1216 NO_OWN HARD 60 12 MADN
1217 NOPP NO PP 60 0 MADN
1218 NOPP NO PP 60 0 MADN
1219 NOPP NO PP 60 0 MADN
1220 NO_OWN HARD 60 12 MADN
1221 NO_OWN HARD 60 12 MADN
1222 NOPP NO PP 60 0 MADN
1223 NO_OWN HARD 60 12 MADN
1224 NOPP NO PP 60 0 MADN
1225 NOPP NO PP 60 0 MADN
1226 NOPP NO PP 60 0 MADN
1227 NOPP NO PP 60 0 MADN
1228 NOPP NO PP 60 0 MADN
1229 NOPP NO PP 60 0 MADN
1230 NOPP NO PP 60 0 MADN
1231 NOPP NO PP 60 0 MADN
1232 NOPP NO PP 60 0 MADN
1233 NO_OWN HARD 60 12 MADN
1234 NOPP NO PP 60 0 MADN
1235 NOPP NO PP 60 0 MADN
1236 NOPP NO PP 60 0 MADN
1237 NO_OWN HARD 60 12 MADN
1238 NOPP NO PP 60 0 MADN
1239 NOPP NO PP 60 0 MADN
1240 NOPP NO PP 60 0 MADN
1241 NOPP NO PP 60 0 MADN
1242 NOPP NO PP 60 0 MADN
1243 NOPP NO PP 60 0 MADN
1244 NOPP NO PP 60 0 MADN
1245 NOPP NO PP 60 0 AFL2
1246 NOPP NO PP 60 0 AFL2
1247 NOPP NO PP 60 0 AFL2
1248 NOPP NO PP 60 0 AFL2
1249 NOPP NO PP 60 0 AFL2
1250 OWN HARD 60 36 AFL2
1251 NOPP NO PP 60 0 AFL2
1252 NOPP NO PP 60 0 AFL2
1253 OWN HARD 60 36 AFL2
1254 NOPP NO PP 60 0 AFL2
1255 NOPP NO PP 60 0 AFL2
1256 NOPP NO PP 60 0 AFL2
1257 OWN SOFT 60 0 AFL2
1258 NOPP NO PP 60 0 AFL2
1259 OWN HARD 60 36 AFL2
1260 NOPP NO PP 60 0 AFL2
1261 NOPP NO PP 60 0 AFL2
1262 NOPP NO PP 60 0 AFL2
1263 OWN HARD 60 36 AFL2
1264 OWN COMBO 60 12 AFL2
1265 OWN SOFT 60 0 AFL2
1266 NOPP NO PP 60 0 AFL2
1267 OWN SOFT 60 0 AFL2
1268 OWN HARD 60 6 AFL2
1269 NOPP NO PP 60 0 AFL2
1270 NOPP NO PP 60 0 AFL2
1271 OWN COMBO 60 6 AFL2
1272 NOPP NO PP 60 0 AFL2
1273 OWN SOFT 60 0 AFL2
1274 OWN SOFT 60 0 AFL2
1275 OWN SOFT 60 0 AFL2
1276 NOPP NO PP 60 0 AFL2
1277 NOPP NO PP 60 0 AFL2
1278 NOPP NO PP 60 0 AFL2
1279 NOPP NO PP 60 0 AFL2
1280 OWN SOFT 60 0 AFL2
1281 OWN HARD 60 36 AFL2
1282 NOPP NO PP 60 0 AFL2
1283 NOPP NO PP 60 0 AFL2
1284 NOPP NO PP 60 0 AFL2
1285 NOPP NO PP 60 0 AFL2
1286 NOPP NO PP 60 0 AFL2
1287 OWN COMBO 60 12 AFL2
1288 OWN COMBO 60 6 AFL2
1289 NOPP NO PP 60 0 AFL2
1290 NOPP NO PP 60 0 AFL2
1291 NOPP NO PP 60 0 AFL2
1292 OWN SOFT 60 0 AFL2
1293 OWN SOFT 60 0 AFL2
1294 NOPP NO PP 60 0 AFL2
1295 NOPP NO PP 60 0 AFL2
1296 OWN SOFT 60 0 AFL2
1297 NOPP NO PP 60 0 AFL2
1298 OWN SOFT 60 0 AFL2
1299 OWN COMBO 60 12 AFL2
1300 NOPP NO PP 60 0 AFL2
1301 NOPP NO PP 60 0 AFL2
1302 NOPP NO PP 60 0 AFL2
1303 OWN SOFT 60 0 AFL2
1304 OWN COMBO 60 6 AFL2
1305 OWN HARD 60 6 AFL2
1306 OWN COMBO 60 6 AFL2
1307 OWN SOFT 60 0 AFL2
1308 NOPP NO PP 60 0 AFL2
1309 NOPP NO PP 60 0 AFL2
1310 NOPP NO PP 60 0 AFL2
1311 NOPP NO PP 60 0 AFL2
1312 OWN HARD 60 36 AFL2
1313 NOPP NO PP 60 0 AFL2
1314 NOPP NO PP 60 0 AFL2
1315 OWN SOFT 60 0 AFL2
1316 NOPP NO PP 60 0 AFL2
1317 OWN HARD 60 6 AFL2
1318 OWN HARD 60 36 AFL2
1319 NOPP NO PP 60 0 AFL2
1320 NOPP NO PP 60 0 AFL2
1321 OWN HARD 60 12 AFL2
1322 NOPP NO PP 60 0 AFL2
1323 NOPP NO PP 60 0 AFL2
1324 NOPP NO PP 60 0 AFL2
1325 NOPP NO PP 60 0 AFL2
1326 NOPP NO PP 60 0 AFL2
1327 NOPP NO PP 60 0 AFL2
1328 OWN SOFT 60 0 AFL2
1329 NOPP NO PP 60 0 AFL2
1330 NOPP NO PP 60 0 AFL2
1331 NOPP NO PP 60 0 AFL2
1332 OWN HARD 60 36 AFL2
1333 OWN SOFT 60 0 AFL2
1334 OWN SOFT 60 0 AFL2
1335 OWN COMBO 60 6 AFL2
1336 NOPP NO PP 60 0 AFL2
1337 NOPP NO PP 60 0 AFL2
1338 NOPP NO PP 60 0 AFL2
1339 NOPP NO PP 60 0 AFL2
1340 NOPP NO PP 60 0 AFL2
1341 OWN SOFT 60 0 AFL2
1342 NOPP NO PP 60 0 AFL2
1343 NOPP NO PP 60 0 AFL2
1344 NOPP NO PP 60 0 AFL2
1345 OWN HARD 60 36 AFL2
1346 OWN SOFT 60 0 AFL2
1347 NOPP NO PP 60 0 AFL2
1348 OWN COMBO 60 5 AFL2
1349 OWN HARD 60 12 AFL2
1350 OWN HARD 60 36 AFL2
1351 NOPP NO PP 60 0 AFL2
1352 OWN COMBO 60 6 AFL2
1353 OWN HARD 60 6 AFL2
1354 OWN HARD 60 36 AFL2
1355 NOPP NO PP 60 0 AFL2
1356 OWN COMBO 60 5 AFL2
1357 OWN SOFT 60 0 AFL2
1358 OWN COMBO 60 6 AFL2
1359 NOPP NO PP 60 0 AFL2
1360 OWN SOFT 60 0 AFL2
1361 NOPP NO PP 60 0 AFL2
1362 NOPP NO PP 60 0 AFL2
1363 OWN SOFT 60 0 AFL2
1364 OWN SOFT 60 0 AFL2
1365 NOPP NO PP 60 0 AFL2
1366 NOPP NO PP 60 0 AFL2
1367 OWN SOFT 60 0 AFL2
1368 OWN SOFT 60 0 AFL2
1369 OWN SOFT 60 0 AFL2
1370 OWN COMBO 60 6 AFL2
1371 OWN SOFT 60 0 AFL2
1372 OWN HARD 60 36 AFL2
1373 OWN HARD 60 36 AFL2
1374 NOPP NO PP 60 0 AFL2
1375 NOPP NO PP 60 0 AFL2
1376 OWN SOFT 60 0 AFL2
1377 OWN SOFT 60 0 AFL2
1378 OWN HARD 60 36 AFL2
1379 OWN SOFT 60 0 AFL2
1380 OWN SOFT 60 0 AFL2
1381 NOPP NO PP 60 0 AFL2
1382 OWN COMBO 60 12 AFL2
1383 NOPP NO PP 60 0 AFL2
1384 NOPP NO PP 60 0 AFL2
1385 NOPP NO PP 60 0 AFL2
1386 OWN COMBO 60 6 AFL2
1387 NOPP NO PP 60 0 AFL2
1388 NOPP NO PP 60 0 AFL2
1389 NOPP NO PP 60 0 AFL2
1390 NOPP NO PP 60 0 AFL2
1391 OWN COMBO 60 6 AFL2
1392 NOPP NO PP 60 0 AFL2
1393 OWN HARD 60 36 AFL2
1394 OWN SOFT 60 0 AFL2
1395 NOPP NO PP 60 0 AFL2
1396 NOPP NO PP 60 0 AFL2
1397 NOPP NO PP 60 0 AFL2
1398 NOPP NO PP 60 0 AFL2
1399 NOPP NO PP 60 0 AFL2
1400 OWN SOFT 60 0 AFL2
1401 NOPP NO PP 60 0 AFL2
1402 OWN SOFT 60 0 AFL2
1403 OWN SOFT 60 0 AFL2
1404 NOPP NO PP 60 0 AFL2
1405 NOPP NO PP 60 0 AFL2
1406 OWN HARD 60 36 AFL2
1407 OWN HARD 60 36 AFL2
1408 NOPP NO PP 60 0 AFL2
1409 OWN SOFT 60 0 AFL2
1410 NOPP NO PP 60 0 AFL2
1411 OWN HARD 60 36 AFL2
1412 OWN HARD 60 7 AFL2
1413 NOPP NO PP 60 0 AFL2
1414 OWN SOFT 60 0 AFL2
1415 OWN COMBO 60 6 AFL2
1416 OWN COMBO 60 6 AFL2
1417 NOPP NO PP 60 0 AFL2
1418 NOPP NO PP 60 0 AFL2
1419 NOPP NO PP 60 0 AFL2
1420 OWN COMBO 60 12 AFL2
1421 OWN COMBO 60 12 AFL2
1422 OWN COMBO 60 12 AFL2
1423 OWN HARD 60 36 AFL2
1424 NOPP NO PP 60 0 AFL2
1425 NOPP NO PP 60 0 AFL2
1426 NOPP NO PP 60 0 AFL2
1427 NOPP NO PP 60 0 AFL2
1428 NOPP NO PP 60 0 AFL2
1429 OWN SOFT 60 0 AFL2
1430 NOPP NO PP 60 0 AFL2
1431 OWN SOFT 60 0 AFL2
1432 NOPP NO PP 60 0 AFL2
1433 NOPP NO PP 60 0 AFL2
1434 OWN COMBO 60 12 AFL2
1435 OWN SOFT 60 0 AFL2
1436 OWN SOFT 60 0 AFL2
1437 OWN HARD 60 6 AFL2
1438 OWN COMBO 60 6 AFL2
1439 NOPP NO PP 60 0 AFL2
1440 OWN SOFT 60 0 AFL2
1441 NOPP NO PP 60 0 AFL2
1442 NOPP NO PP 60 0 AFL2
1443 NOPP NO PP 60 0 AFL2
1444 NOPP NO PP 60 0 AFL2
1445 NOPP NO PP 60 0 AFL2
1446 NOPP NO PP 60 0 AFL2
1447 NOPP NO PP 60 0 AFL2
1448 OWN HARD 60 12 AFL2
1449 NOPP NO PP 60 0 AFL2
1450 OWN SOFT 60 0 AFL2
1451 OWN SOFT 60 0 AFL2
1452 OWN SOFT 60 0 AFL2
1453 NOPP NO PP 60 0 AFL2
1454 NOPP NO PP 60 0 AFL2
1455 OWN HARD 60 36 AFL2
1456 OWN SOFT 60 0 AFL2
1457 NOPP NO PP 60 0 AFL2
1458 NOPP NO PP 60 0 AFL2
1459 NOPP NO PP 60 0 AFL2
1460 NOPP NO PP 60 0 AFL2
1461 OWN HARD 60 36 AFL2
1462 OWN COMBO 60 7 AFL2
1463 NOPP NO PP 60 0 AFL2
1464 OWN COMBO 60 6 AFL2
1465 OWN SOFT 60 0 AFL2
1466 OWN SOFT 60 0 AFL2
1467 OWN COMBO 60 6 AFL2
1468 NOPP NO PP 60 0 AFL2
1469 NOPP NO PP 60 0 AFL2
1470 NOPP NO PP 60 0 AFL2
1471 NOPP NO PP 60 0 AFL2
1472 NOPP NO PP 60 0 AFL2
1473 NOPP NO PP 60 0 AFL2
1474 NOPP NO PP 60 0 AFL2
1475 NOPP NO PP 60 0 AFL2
1476 NOPP NO PP 60 0 ADN1
1477 NOPP NO PP 60 0 ADN1
1478 NOPP NO PP 60 0 ADN1
1479 OWN HARD 60 6 AFL2
1480 OWN HARD 60 6 AFL2
1481 OWN SOFT 60 0 AFL2
1482 OWN SOFT 60 0 AFL2
1483 OWN SOFT 60 0 AFL2
1484 OWN HARD 60 6 AFL2
1485 NOPP NO PP 60 0 AFL2
1486 OWN COMBO 60 12 AFL2
1487 OWN SOFT 60 0 AFL2
1488 NOPP NO PP 60 0 AFL2
1489 NOPP NO PP 60 0 AFL2
1490 NOPP NO PP 60 0 AFL2
1491 NOPP NO PP 60 0 AFL2
1492 NOPP NO PP 60 0 AFL2
1493 NOPP NO PP 60 0 AFL2
1494 NOPP NO PP 60 0 AFL2
1495 NOPP NO PP 60 0 AFL2
1496 NOPP NO PP 60 0 AFL2
1497 OWN HARD 60 6 AFL2
1498 NOPP NO PP 60 0 AFL2
1499 OWN COMBO 60 12 AFL2
1500 OWN HARD 60 36 AFL2
1501 OWN SOFT 60 0 AFL2
1502 OWN HARD 60 6 AFL2
1503 NOPP NO PP 60 0 AFL2
1504 OWN SOFT 60 0 AFL2
1505 NOPP NO PP 60 0 AFL2
1506 OWN COMBO 60 12 AFL2
1507 OWN COMBO 60 12 AFL2
1508 NOPP NO PP 60 0 AFL2
1509 OWN COMBO 60 12 AFL2
1510 OWN SOFT 60 0 AFL2
1511 OWN SOFT 60 0 AFL2
1512 OWN SOFT 60 0 AFL2
1513 OWN HARD 60 36 AFL2
1514 OWN SOFT 60 0 AFL2
1515 OWN HARD 60 36 AFL2
1516 NOPP NO PP 60 0 AFL2
1517 NOPP NO PP 60 0 AFL2
1518 NOPP NO PP 60 0 AFL2
1519 OWN COMBO 60 6 AFL2
1520 OWN SOFT 60 0 AFL2
1521 OWN SOFT 60 0 AFL2
1522 OWN SOFT 60 0 AFL2
1523 NOPP NO PP 60 0 AFL2
1524 NOPP NO PP 60 0 AFL2
1525 OWN SOFT 60 0 AFL2
1526 NOPP NO PP 60 0 AFL2
1527 OWN SOFT 60 0 AFL2
1528 OWN HARD 60 6 AFL2
1529 OWN SOFT 60 0 AFL2
1530 NOPP NO PP 60 0 AFL2
1531 OWN HARD 60 36 AFL2
1532 OWN SOFT 60 0 AFL2
1533 NOPP NO PP 60 0 AFL2
1534 OWN HARD 60 36 AFL2
1535 OWN COMBO 60 6 AFL2
1536 NOPP NO PP 60 0 AFL2
1537 NOPP NO PP 60 0 AFL2
1538 NOPP NO PP 60 0 AFL2
1539 NOPP NO PP 60 0 AFL2
1540 NOPP NO PP 60 0 AFL2
1541 NOPP NO PP 60 0 AFL2
1542 OWN HARD 60 6 AFL2
1543 NOPP NO PP 60 0 AFL2
1544 OWN COMBO 60 6 AFL2
1545 OWN HARD 60 36 AFL2
1546 OWN SOFT 60 0 AFL2
1547 OWN SOFT 60 0 AFL2
1548 NOPP NO PP 60 0 AFL2
1549 OWN HARD 60 6 AFL2
1550 OWN SOFT 60 0 AFL2
1551 NOPP NO PP 60 0 AFL2
1552 OWN SOFT 60 0 AFL2
1553 NOPP NO PP 60 0 AFL2
1554 OWN SOFT 60 0 AFL2
1555 NOPP NO PP 60 0 AFL2
1556 OWN SOFT 60 0 AFL2
1557 OWN HARD 60 36 AFL2
1558 OWN HARD 60 12 AFL2
1559 OWN SOFT 60 0 AFL2
1560 NOPP NO PP 60 0 AFL2
1561 NOPP NO PP 60 0 AFL2
1562 OWN HARD 60 6 AFL2
1563 NOPP NO PP 60 0 AFL2
1564 OWN HARD 60 6 AFL2
1565 OWN COMBO 60 5 AFL2
1566 OWN HARD 60 36 AFL2
1567 OWN SOFT 60 0 AFL2
1568 OWN HARD 60 36 AFL2
1569 OWN SOFT 60 0 AFL2
1570 OWN SOFT 60 0 AFL2
1571 OWN HARD 60 6 AFL2
1572 NOPP NO PP 60 0 AFL2
1573 OWN SOFT 60 0 AFL2
1574 OWN SOFT 60 0 AFL2
1575 OWN HARD 60 36 AFL2
1576 OWN COMBO 60 12 AFL2
1577 OWN SOFT 60 0 AFL2
1578 OWN SOFT 60 0 AFL2
1579 OWN SOFT 60 0 AFL2
1580 NOPP NO PP 60 0 AFL2
1581 OWN SOFT 60 0 AFL2
1582 NOPP NO PP 60 0 AFL2
1583 OWN SOFT 60 0 AFL2
1584 OWN COMBO 60 6 AFL2
1585 NOPP NO PP 60 0 AFL2
1586 NOPP NO PP 60 0 AFL2
1587 NOPP NO PP 60 0 AFL2
1588 NOPP NO PP 60 0 AFL2
1589 OWN SOFT 60 0 AFL2
1590 OWN HARD 60 36 AFL2
1591 NOPP NO PP 60 0 AFL2
1592 OWN COMBO 60 12 AFL2
1593 NOPP NO PP 60 0 AFL2
1594 NOPP NO PP 60 0 AFL2
1595 OWN HARD 60 36 AFL2
1596 OWN HARD 60 36 AFL2
1597 NOPP NO PP 60 0 AFL2
1598 OWN SOFT 60 0 AFL2
1599 NOPP NO PP 60 0 AFL2
1600 OWN HARD 60 36 AFL2
1601 NOPP NO PP 60 0 AFL2
1602 OWN COMBO 60 6 AFL2
1603 NOPP NO PP 60 0 AFL2
1604 OWN SOFT 60 0 AFL2
1605 NOPP NO PP 60 0 AFL2
1606 NOPP NO PP 60 0 AFL2
1607 NOPP NO PP 60 0 AFL2
1608 NOPP NO PP 60 0 AFL2
1609 NOPP NO PP 60 0 AFL2
1610 OWN SOFT 60 0 AFL2
1611 OWN SOFT 60 0 AFL2
1612 OWN HARD 60 36 AFL2
1613 OWN SOFT 60 0 AFL2
1614 NOPP NO PP 60 0 AFL2
1615 NOPP NO PP 60 0 AFL2
1616 NOPP NO PP 60 0 AFL2
1617 OWN COMBO 60 6 AFL2
1618 OWN SOFT 60 0 AFL2
1619 OWN HARD 60 36 AFL2
1620 NOPP NO PP 60 0 AFL2
1621 OWN COMBO 60 6 AFL2
1622 OWN COMBO 60 6 AFL2
1623 NOPP NO PP 60 0 AFL2
1624 NOPP NO PP 60 0 AFL2
1625 OWN SOFT 60 0 AFL2
1626 NOPP NO PP 60 0 AFL2
1627 NOPP NO PP 60 0 AFL2
1628 NOPP NO PP 60 0 AFL2
1629 NOPP NO PP 60 0 AFL2
1630 NOPP NO PP 60 0 AFL2
1631 OWN HARD 60 36 AFL2
1632 OWN COMBO 60 6 AFL2
1633 OWN HARD 60 36 AFL2
1634 OWN COMBO 60 6 AFL2
1635 NOPP NO PP 60 0 AFL2
1636 NOPP NO PP 60 0 AFL2
1637 OWN HARD 60 36 AFL2
1638 OWN SOFT 60 0 AFL2
1639 NOPP NO PP 60 0 AFL2
1640 NOPP NO PP 60 0 AFL2
1641 NOPP NO PP 60 0 AFL2
1642 OWN SOFT 60 0 AFL2
1643 OWN COMBO 60 6 AFL2
1644 OWN COMBO 60 6 AFL2
1645 OWN SOFT 60 0 AFL2
1646 NOPP NO PP 60 0 AFL2
1647 NOPP NO PP 60 0 AFL2
1648 NOPP NO PP 60 0 AFL2
1649 OWN HARD 60 36 AFL2
1650 OWN HARD 60 36 AFL2
1651 OWN SOFT 60 0 AFL2
1652 NOPP NO PP 60 0 AFL2
1653 OWN COMBO 60 12 AFL2
1654 NOPP NO PP 60 0 AFL2
1655 NOPP NO PP 60 0 AFL2
1656 NOPP NO PP 60 0 AFL2
1657 OWN COMBO 60 6 AFL2
1658 OWN SOFT 60 0 AFL2
1659 NOPP NO PP 60 0 AFL2
1660 NOPP NO PP 60 0 AFL2
1661 OWN HARD 60 36 AFL2
1662 NOPP NO PP 60 0 AFL2
1663 NOPP NO PP 60 0 AFL2
1664 NOPP NO PP 60 0 AFL2
1665 OWN SOFT 60 0 AFL2
1666 OWN COMBO 60 12 AFL2
1667 NOPP NO PP 60 0 AFL2
1668 OWN HARD 60 5 AFL2
1669 OWN COMBO 60 6 AFL2
1670 NOPP NO PP 60 0 AFL2
1671 OWN SOFT 60 0 AFL2
1672 OWN HARD 60 36 AFL2
1673 NOPP NO PP 60 0 AFL2
1674 NOPP NO PP 60 0 AFL2
1675 OWN HARD 60 36 AFL2
1676 NOPP NO PP 60 0 AFL2
1677 OWN HARD 60 36 AFL2
1678 NOPP NO PP 60 0 AFL2
1679 OWN HARD 60 6 AFL2
1680 NOPP NO PP 60 0 AFL2
1681 NOPP NO PP 60 0 AFL2
1682 NOPP NO PP 60 0 AFL2
1683 OWN HARD 60 36 AFL2
1684 OWN HARD 60 36 AFL2
1685 OWN HARD 60 4 AFL2
1686 OWN SOFT 60 0 AFL2
1687 NOPP NO PP 60 0 AFL2
1688 OWN SOFT 60 0 AFL2
1689 NOPP NO PP 60 0 AFL2
1690 OWN COMBO 60 3 AFL2
1691 OWN COMBO 60 12 AFL2
1692 OWN SOFT 60 0 AFL2
1693 NOPP NO PP 60 0 AFL2
1694 OWN HARD 60 36 AFL2
1695 OWN SOFT 60 0 AFL2
1696 OWN SOFT 60 0 AFL2
1697 OWN HARD 60 24 AFL2
1698 NOPP NO PP 60 0 AFL2
1699 NOPP NO PP 60 0 AFL2
1700 NOPP NO PP 60 0 AFL2
1701 NOPP NO PP 60 0 AFL2
1702 OWN HARD 60 36 AFL2
1703 OWN HARD 60 36 AFL2
1704 OWN SOFT 60 0 AFL2
1705 NOPP NO PP 60 0 AFL2
1706 OWN SOFT 60 0 AFL2
1707 OWN SOFT 60 0 AFL2
1708 OWN SOFT 60 0 AFL2
1709 OWN HARD 60 36 AFL2
1710 OWN HARD 60 36 AFL2
1711 OWN HARD 60 5 AFL2
1712 NOPP NO PP 60 0 AFL2
1713 NOPP NO PP 60 0 AFL2
1714 OWN SOFT 60 0 AFL2
1715 NOPP NO PP 60 0 AFL2
1716 OWN HARD 60 36 AFL2
1717 NOPP NO PP 60 0 AFL2
1718 OWN COMBO 60 6 AFL2
1719 NOPP NO PP 60 0 AFL2
1720 NOPP NO PP 60 0 AFL2
1721 NOPP NO PP 60 0 AFL2
1722 OWN HARD 60 36 AFL2
1723 OWN HARD 60 6 AFL2
1724 NOPP NO PP 60 0 AFL2
1725 OWN HARD 60 6 AFL2
1726 NOPP NO PP 60 0 AFL2
1727 NOPP NO PP 60 0 AFL2
1728 OWN SOFT 60 0 AFL2
1729 OWN COMBO 60 12 AFL2
1730 OWN HARD 60 6 AFL2
1731 NOPP NO PP 60 0 AFL2
1732 OWN SOFT 60 0 AFL2
1733 NOPP NO PP 60 0 AFL2
1734 NOPP NO PP 60 0 AFL2
1735 OWN SOFT 60 0 AFL2
1736 OWN HARD 60 36 AFL2
1737 NOPP NO PP 60 0 AFL2
1738 OWN SOFT 60 0 AFL2
1739 NOPP NO PP 60 0 AFL2
1740 OWN SOFT 60 0 AFL2
1741 OWN COMBO 60 6 AFL2
1742 OWN COMBO 60 6 AFL2
1743 NOPP NO PP 60 0 AFL2
1744 NOPP NO PP 60 0 AFL2
1745 OWN SOFT 60 0 AFL2
1746 OWN SOFT 60 0 AFL2
1747 OWN HARD 60 36 AFL2
1748 OWN SOFT 60 0 AFL2
1749 NOPP NO PP 60 0 AFL2
1750 OWN SOFT 60 0 AFL2
1751 OWN SOFT 60 0 AFL2
1752 OWN HARD 60 12 AFL2
1753 NOPP NO PP 60 0 AFL2
1754 NOPP NO PP 60 0 AFL2
1755 OWN COMBO 60 6 AFL2
1756 OWN SOFT 60 0 AFL2
1757 NOPP NO PP 60 0 AFL2
1758 OWN COMBO 60 12 AFL2
1759 OWN SOFT 60 0 AFL2
1760 NOPP NO PP 60 0 AFL2
1761 NOPP NO PP 60 0 AFL2
1762 NOPP NO PP 60 0 AFL2
1763 NOPP NO PP 60 0 AFL2
1764 OWN SOFT 60 0 AFL2
1765 NOPP NO PP 60 0 AFL2
1766 NOPP NO PP 60 0 AFL2
1767 OWN HARD 60 6 AFL2
1768 OWN SOFT 60 0 AFL2
1769 NOPP NO PP 60 0 AFL2
1770 NOPP NO PP 60 0 AFL2
1771 NOPP NO PP 60 0 AFL2
1772 OWN SOFT 60 0 AFL2
1773 OWN HARD 60 6 AFL2
1774 OWN HARD 60 12 AFL2
1775 NOPP NO PP 60 0 AFL2
1776 NOPP NO PP 60 0 AFL2
1777 NOPP NO PP 60 0 AFL2
1778 NOPP NO PP 60 0 AFL2
1779 NOPP NO PP 60 0 AFL2
1780 NOPP NO PP 60 0 AFL2
1781 NOPP NO PP 60 0 AFL2
1782 NOPP NO PP 60 0 AFL2
1783 OWN COMBO 60 12 AFL2
1784 OWN HARD 60 6 AFL2
1785 OWN SOFT 60 0 AFL2
1786 NOPP NO PP 60 0 AFL2
1787 NOPP NO PP 60 0 AFL2
1788 NOPP NO PP 60 0 AFL2
1789 OWN SOFT 60 0 AFL2
1790 NOPP NO PP 60 0 AFL2
1791 OWN HARD 60 12 AFL2
1792 NOPP NO PP 60 0 AFL2
1793 OWN SOFT 60 0 AFL2
1794 OWN SOFT 60 0 AFL2
1795 OWN COMBO 60 6 AFL2
1796 OWN COMBO 60 6 AFL2
1797 OWN SOFT 60 0 AFL2
1798 OWN HARD 60 36 AFL2
1799 OWN HARD 60 12 AFL2
1800 OWN HARD 60 12 AFL2
1801 OWN HARD 60 36 AFL2
1802 OWN HARD 60 12 AFL2
1803 OWN SOFT 60 0 AFL2
1804 NOPP NO PP 60 0 AFL2
1805 OWN SOFT 60 0 AFL2
1806 OWN SOFT 60 0 AFL2
1807 OWN COMBO 60 5 AFL2
1808 OWN HARD 60 6 AFL2
1809 OWN HARD 60 36 AFL2
1810 NOPP NO PP 60 0 AFL2
1811 NOPP NO PP 60 0 AFL2
1812 OWN HARD 60 6 AFL2
1813 OWN SOFT 60 0 AFL2
1814 OWN HARD 60 12 AFL2
1815 OWN SOFT 60 0 AFL2
1816 OWN HARD 60 36 AFL2
1817 NOPP NO PP 60 0 AFL2
1818 OWN HARD 60 6 AFL2
1819 NOPP NO PP 60 0 AFL2
1820 NOPP NO PP 60 0 AFL2
1821 OWN HARD 60 36 AFL2
1822 NOPP NO PP 60 0 AFL2
1823 OWN SOFT 60 0 AFL2
1824 OWN SOFT 60 0 AFL2
1825 OWN HARD 60 12 AFL2
1826 NOPP NO PP 60 0 AFL2
1827 OWN SOFT 60 0 AFL2
1828 NOPP NO PP 60 0 AFL2
1829 OWN SOFT 60 0 AFL2
1830 NOPP NO PP 60 0 AFL2
1831 OWN SOFT 60 0 AFL2
1832 OWN SOFT 60 0 AFL2
1833 NOPP NO PP 60 0 AFL2
1834 OWN SOFT 60 0 AFL2
1835 NOPP NO PP 60 0 AFL2
1836 NOPP NO PP 60 0 AFL2
1837 OWN SOFT 60 0 AFL2
1838 NOPP NO PP 60 0 AFL2
1839 NOPP NO PP 60 0 AFL2
1840 OWN COMBO 60 12 AFL2
1841 NOPP NO PP 60 0 AFL2
1842 OWN HARD 60 36 AFL2
1843 NOPP NO PP 60 0 AFL2
1844 NOPP NO PP 60 0 AFL2
1845 NOPP NO PP 60 0 AFL2
1846 NOPP NO PP 60 0 AFL2
1847 NOPP NO PP 60 0 AFL2
1848 OWN HARD 60 36 AFL2
1849 NOPP NO PP 60 0 AFL2
1850 NOPP NO PP 60 0 AFL2
1851 OWN SOFT 60 0 AFL2
1852 NOPP NO PP 60 0 AFL2
1853 OWN HARD 60 6 AFL2
1854 OWN COMBO 60 12 AFL2
1855 OWN COMBO 60 12 AFL2
1856 OWN SOFT 60 0 AFL2
1857 OWN SOFT 60 0 AFL2
1858 OWN HARD 60 6 AFL2
1859 OWN COMBO 60 12 AFL2
1860 OWN HARD 60 24 AFL2
1861 NOPP NO PP 60 0 AFL2
1862 NOPP NO PP 60 0 AFL2
1863 NOPP NO PP 60 0 AFL2
1864 OWN COMBO 60 12 AFL2
1865 NOPP NO PP 60 0 AFL2
1866 NOPP NO PP 60 0 AFL2
1867 OWN SOFT 60 0 AFL2
1868 NOPP NO PP 60 0 AFL2
1869 OWN SOFT 60 0 AFL2
1870 OWN SOFT 60 0 AFL2
1871 OWN HARD 60 12 AFL2
1872 NOPP NO PP 60 0 AFL2
1873 NOPP NO PP 60 0 AFL2
1874 OWN COMBO 60 6 AFL2
1875 OWN HARD 60 12 AFL2
1876 OWN SOFT 60 0 AFL2
1877 OWN SOFT 60 0 AFL2
1878 NOPP NO PP 60 0 AFL2
1879 NOPP NO PP 60 0 AFL2
1880 NOPP NO PP 60 0 AFL2
1881 NOPP NO PP 60 0 AFL2
1882 OWN HARD 60 36 AFL2
1883 NOPP NO PP 60 0 AFL2
1884 OWN HARD 60 6 AFL2
1885 OWN SOFT 60 0 AFL2
1886 NOPP NO PP 60 0 AFL2
1887 NOPP NO PP 60 0 AFL2
1888 OWN HARD 60 36 AFL2
1889 NOPP NO PP 60 0 AFL2
1890 NOPP NO PP 60 0 AFL2
1891 OWN HARD 60 36 AFL2
1892 NOPP NO PP 60 0 AFL2
1893 NOPP NO PP 60 0 AFL2
1894 OWN SOFT 60 0 AFL2
1895 OWN SOFT 60 0 AFL2
1896 NOPP NO PP 60 0 AFL2
1897 OWN SOFT 60 0 AFL2
1898 OWN SOFT 60 0 AFL2
1899 OWN COMBO 60 3 AFL2
1900 NOPP NO PP 60 0 AFL2
1901 NOPP NO PP 60 0 AFL2
1902 OWN SOFT 60 0 AFL2
1903 OWN SOFT 60 0 AFL2
1904 OWN HARD 60 36 AFL2
1905 NOPP NO PP 60 0 AFL2
1906 NOPP NO PP 60 0 AFL2
1907 OWN HARD 60 6 AFL2
1908 OWN HARD 60 36 AFL2
1909 NOPP NO PP 60 0 AFL2
1910 OWN SOFT 60 0 AFL2
1911 OWN SOFT 60 0 AFL2
1912 NOPP NO PP 60 0 AFL2
1913 NOPP NO PP 60 0 AFL2
1914 OWN COMBO 60 6 AFL2
1915 NOPP NO PP 60 0 AFL2
1916 NOPP NO PP 60 0 AFL2
1917 NOPP NO PP 60 0 AFL2
1918 OWN HARD 60 36 AFL2
1919 NOPP NO PP 60 0 AFL2
1920 OWN HARD 60 12 AFL2
1921 OWN HARD 60 36 AFL2
1922 NOPP NO PP 60 0 AFL2
1923 OWN SOFT 60 0 AFL2
1924 NOPP NO PP 60 0 AFL2
1925 OWN HARD 60 36 AFL2
1926 NOPP NO PP 60 0 AFL2
1927 OWN HARD 60 6 AFL2
1928 OWN SOFT 60 0 AFL2
1929 NOPP NO PP 60 0 AFL2
1930 NOPP NO PP 60 0 AFL2
1931 OWN SOFT 60 0 AFL2
1932 NOPP NO PP 60 0 AFL2
1933 OWN HARD 60 36 AFL2
1934 OWN HARD 60 36 AFL2
1935 NOPP NO PP 60 0 AFL2
1936 NOPP NO PP 60 0 AFL2
1937 OWN HARD 60 36 AFL2
1938 NOPP NO PP 60 0 AFL2
1939 OWN SOFT 60 0 AFL2
1940 OWN HARD 60 36 AFL2
1941 OWN SOFT 60 0 AFL2
1942 OWN HARD 60 6 AFL2
1943 OWN SOFT 60 0 AFL2
1944 OWN SOFT 60 0 AFL2
1945 OWN SOFT 60 0 AFL2
1946 NOPP NO PP 60 0 AFL2
1947 OWN HARD 60 6 AFL2
1948 OWN SOFT 60 0 AFL2
1949 NOPP NO PP 60 0 AFL2
1950 OWN SOFT 60 0 AFL2
1951 NOPP NO PP 60 0 AFL2
1952 NOPP NO PP 60 0 AFL2
1953 OWN SOFT 60 0 AFL2
1954 OWN COMBO 60 12 AFL2
1955 NOPP NO PP 60 0 AFL2
1956 NOPP NO PP 60 0 AFL2
1957 NOPP NO PP 60 0 AFL2
1958 OWN SOFT 60 0 AFL2
1959 OWN SOFT 60 0 AFL2
1960 NOPP NO PP 60 0 AFL2
1961 OWN COMBO 60 6 AFL2
1962 NOPP NO PP 60 0 AFL2
1963 NOPP NO PP 60 0 AFL2
1964 NOPP NO PP 60 0 AFL2
1965 NOPP NO PP 60 0 AFL2
1966 NOPP NO PP 60 0 AFL2
1967 NOPP NO PP 60 0 AFL2
1968 OWN SOFT 60 0 AFL2
1969 NOPP NO PP 60 0 AFL2
1970 NOPP NO PP 60 0 AFL2
1971 OWN SOFT 60 0 AFL2
1972 OWN SOFT 60 0 AFL2
1973 NOPP NO PP 60 0 AFL2
1974 OWN HARD 60 6 AFL2
1975 NOPP NO PP 60 0 AFL2
1976 NOPP NO PP 60 0 AFL2
1977 OWN SOFT 60 0 AFL2
1978 NOPP NO PP 60 0 AFL2
1979 OWN SOFT 60 0 AFL2
1980 OWN HARD 60 6 AFL2
1981 NOPP NO PP 60 0 AFL2
1982 NOPP NO PP 60 0 AFL2
1983 NOPP NO PP 60 0 AFL2
1984 OWN SOFT 60 0 AFL2
1985 NOPP NO PP 60 0 AFL2
1986 NOPP NO PP 60 0 AFL2
1987 OWN SOFT 60 0 AFL2
1988 OWN COMBO 60 12 AFL2
1989 OWN COMBO 60 6 AFL2
1990 NOPP NO PP 60 0 AFL2
1991 OWN HARD 60 36 AFL2
1992 NOPP NO PP 60 0 AFL2
1993 OWN COMBO 60 12 AFL2
1994 NOPP NO PP 60 0 AFL2
1995 NOPP NO PP 60 0 AFL2
1996 NOPP NO PP 60 0 AFL2
1997 OWN SOFT 60 0 AFL2
1998 NOPP NO PP 60 0 AFL2
1999 NOPP NO PP 60 0 AFL2
2000 NOPP NO PP 60 0 AFL2
2001 NOPP NO PP 60 0 AFL2
2002 OWN HARD 60 12 AFL2
2003 OWN HARD 60 6 AFL2
2004 NOPP NO PP 60 0 AFL2
2005 NOPP NO PP 60 0 AFL2
2006 OWN HARD 60 36 AFL2
2007 OWN SOFT 60 0 AFL2
2008 OWN SOFT 60 0 AFL2
2009 NOPP NO PP 60 0 AFL2
2010 OWN HARD 60 12 AFL2
2011 OWN SOFT 60 0 AFL2
2012 OWN HARD 60 6 AFL2
2013 NOPP NO PP 60 0 AFL2
2014 OWN COMBO 60 6 AFL2
2015 NOPP NO PP 60 0 AFL2
2016 NOPP NO PP 60 0 AFL2
2017 OWN SOFT 60 0 AFL2
2018 NOPP NO PP 60 0 AFL2
2019 NOPP NO PP 60 0 AFL2
2020 OWN SOFT 60 0 AFL2
2021 NOPP NO PP 60 0 AFL2
2022 OWN SOFT 60 0 AFL2
2023 OWN COMBO 60 12 AFL2
2024 NOPP NO PP 60 0 AFL2
2025 OWN SOFT 60 0 AFL2
2026 OWN COMBO 60 6 AFL2
2027 OWN SOFT 60 0 AFL2
2028 NOPP NO PP 60 0 AFL2
2029 NOPP NO PP 60 0 AFL2
2030 NOPP NO PP 60 0 AFL2
2031 NOPP NO PP 60 0 AFL2
2032 OWN SOFT 60 0 AFL2
2033 OWN SOFT 60 0 AFL2
2034 OWN HARD 60 36 AFL2
2035 NOPP NO PP 60 0 AFL2
2036 NOPP NO PP 60 0 ALT1
2037 NOPP NO PP 60 0 MALT
2038 NOPP NO PP 60 0 AFL2
2039 NO_OWN SOFT 60 0 AFL2
2040 NOPP NO PP 60 0 AFL2
2041 NOPP NO PP 60 0 AFL2
2042 NOPP NO PP 60 0 AFL2
2043 NOPP NO PP 60 0 AFL2
2044 NOPP NO PP 60 0 AFL2
2045 NOPP NO PP 60 0 AFL2
EXHIBIT C
[RESERVED]
EXHIBIT D-1
REQUEST FOR RELEASE OF DOCUMENTS
To: Treasury Bank, A Division of Countrywide Bank N.A.
4100 E. Los Angeles Avenue
Simi Valley, California93063
E-mail: bearteam@treasurybank.com
RE: Custodial Agreement, dated as of January 31, 2007 among Structured Asset Mortgage Investments
II Inc., as depositor, Wells Fargo Bank, National Association as master servicer and securities
administrator, Treasury Bank, A Division of Countrywide Bank N.A. as custodian and Citibank,
N.A., as trustee, issuing Bear Stearns Alt-A Trust 2007-1, Mortgage Pass-Through Certificates,
Series 2007-1
In connection with the administration of the Mortgage Loans held by you pursuant to the
above-captioned Custodial Agreement, we request the release, and hereby acknowledge receipt, of the
Mortgage File for the Mortgage Loan described below, for the reason indicated.
Mortgage Loan Number:
Mortgagor Name, Address & Zip Code:
Reason for Requesting Documents (check one):
_____ 1. Mortgage Paid in Full and proceeds have been deposited into the Custodial
Account
_____ 2. Foreclosure
_____ 3. Substitution
_____ 4. Other Liquidation
_____ 5. Nonliquidation Reason:
_____ 6. California Mortgage Loan paid in full
By:______________________________________
(authorized signer)
Issuer:
Address:
Date:
EXHIBIT D-2
REQUEST FOR RELEASE OF DOCUMENTS
To: Wells Fargo Bank, National Association
1015 10th Avenue
Minneapolis, Minnesota55414
Attention: BSALTA 2007-1
Telecopier: (612) 667-1068
RE: Custodial Agreement, dated as of January 31, 2007 among Structured Asset Mortgage Investments
II Inc., as depositor, Wells Fargo Bank, National Association as master servicer and securities
administrator, Wells Fargo Bank, National Association as custodian and Citibank, N.A., as
trustee, issuing Bear Stearns Alt-A Trust 2007-1, Mortgage Pass-Through Certificates, Series
2007-1
In connection with the administration of the Mortgage Loans held by you pursuant to the
above-captioned Custodial Agreement, we request the release, and hereby acknowledge receipt, of the
Mortgage File for the Mortgage Loan described below, for the reason indicated.
Mortgage Loan Number:
Mortgagor Name, Address & Zip Code:
Reason for Requesting Documents (check one):
_____ 1. Mortgage Paid in Full and proceeds have been deposited into the Custodial
Account
_____ 2. Foreclosure
_____ 3. Substitution
_____ 4. Other Liquidation
_____ 5. Nonliquidation Reason:
_____ 6. California Mortgage Loan paid in full
By:______________________________
(authorized signer)
Issuer:
Address:
Date:
EXHIBIT E
FORM OF TRANSFER AFFIDAVIT
Affidavit pursuant to Section
860E(e)(4) of the Internal Revenue
Code of 1986, as amended, and for
other purposes
STATE OF )
)ss:
COUNTY OF )
[NAME OF OFFICER], being first duly sworn, deposes and says:
1. That he is [Title of Officer] of [Name of Investor] (record or beneficial owner of the
Bear Stearns ALT-A Trust 2007-1, Mortgage Pass-Through Certificates, Series 2007-1, Class R-__
Certificates) (the "Class R Certificates") (the "Owner"), a [savings institution] [corporation] duly
organized and existing under the laws of [the State of _____] [the United States], on behalf of which he
makes this affidavit.
2. That the Owner (i) is not and will not be as of [Closing Date][date of purchase] a
"disqualified organization" within the meaning of Section 860E(e)(5) of the Internal Revenue Code of
1986, as amended (the "Code") or an "electing large partnership" within the meaning of Section 775 of
the Code, (ii) will endeavor to remain other than a disqualified organization and an electing large
partnership for so long as it retains its ownership in the Class R Certificates and (iii) is acquiring
the Class R Certificates for its own account or for the account of another Owner from which it has
received an affidavit and agreement in substantially the same form as this affidavit and agreement. (For
this purpose, a "disqualified organization" means an electing large partnership under Section 775 of the
Code, the United States, any state or political subdivision thereof, any agency or instrumentality of
any of the foregoing (other than an instrumentality all of the activities of which are subject to tax
and, except for the Federal Home Loan Mortgage Corporation, a majority of whose board of directors is
not selected by any such governmental entity) or any foreign government, international organization or
any agency or instrumentality of such foreign government or organization, any rural electric or
telephone cooperative, or any organization (other than certain farmers' cooperatives) that is generally
exempt from federal income tax unless such organization is subject to the tax on unrelated business
taxable income).
3. That the Owner is aware (i) of the tax that would be imposed on transfers of Class R
Certificates to disqualified organizations or electing large partnerships under the Code, that applies
to all transfers of Class R Certificates after March 31, 1988; (ii) that such tax would be on the
transferor (or, with respect to transfers to electing large partnerships, on each such partnership), or,
if such transfer is through an agent (which person includes a broker, nominee or middleman) for a
disqualified organization, on the agent; (iii) that the person (other than with respect to transfers to
electing large partnerships) otherwise liable for the tax shall be relieved of liability for the tax if
the transferee furnishes to such person an affidavit that the transferee is not a disqualified
organization and, at the time of transfer, such person does not have actual knowledge that the affidavit
is false; and (iv) that the Class R Certificates may be "noneconomic residual interests" within the
meaning of Treasury regulations promulgated pursuant to the Code and that the transferor of a
noneconomic residual interest will remain liable for any taxes due with respect to the income on such
residual interest, unless no significant purpose of the transfer was to impede the assessment or
collection of tax.
4. That the Owner is aware of the tax imposed on a "pass-through entity" holding
Class R Certificates if either the pass-through entity is an electing large partnership under Section
775 of the Code or if at any time during the taxable year of the pass-through entity a disqualified
organization is the record holder of an interest in such entity. (For this purpose, a "pass through
entity" includes a regulated investment company, a real estate investment trust or common trust fund, a
partnership, trust or estate, and certain cooperatives.)
5. That the Owner is aware that the Securities Administrator will not register
the transfer of any Class R Certificates unless the transferee, or the transferee's agent, delivers to
it an affidavit and agreement, among other things, in substantially the same form as this affidavit and
agreement. The Owner expressly agrees that it will not consummate any such transfer if it knows or
believes that any of the representations contained in such affidavit and agreement are false.
6. That the Owner has reviewed the restrictions set forth on the face of the
Class R Certificates and the provisions of Section 5.05 of the Pooling and Servicing Agreement under
which the Class R Certificates were issued. The Owner expressly agrees to be bound by and to comply with
such restrictions and provisions.
7. That the Owner consents to any additional restrictions or arrangements that
shall be deemed necessary upon advice of counsel to constitute a reasonable arrangement to ensure that
the Class R Certificates will only be owned, directly or indirectly, by an Owner that is not a
disqualified organization.
8. The Owner's Taxpayer Identification Number is # _______________.
9. This affidavit and agreement relates only to the Class R Certificates held by
the Owner and not to any other holder of the Class R Certificates. The Owner understands that the
liabilities described herein relate only to the Class R Certificates.
10. That no purpose of the Owner relating to the transfer of any of the Class R
Certificates by the Owner is or will be to impede the assessment or collection of any tax; in making
this representation, the Owner warrants that the Owner is familiar with (i) Treasury Regulation Section
1.860E-1 (c) and recent amendments thereto, effective as of August 19, 2002, and (ii) the preamble
describing the adoption of the amendments to such regulation, which is attached hereto as Exhibit 1.
11. That the Owner has no present knowledge or expectation that it will be unable
to pay any United States taxes owed by it so long as any of the Certificates remain outstanding. In this
regard, the Owner hereby represents to and for the benefit of the person from whom it acquired the Class
R Certificates that the Owner intends to pay taxes associated with holding such Class R Certificates as
they become due, fully understanding that it may incur tax liabilities in excess of any cash flows
generated by the Class R Certificates.
12. That the Owner has no present knowledge or expectation that it will become
insolvent or subject to a bankruptcy proceeding for so long as any of the Class R Certificates remain
outstanding.
13. The Owner is a citizen or resident of the United States, a corporation,
partnership or other entity created or organized in, or under the laws of, the United States or any
political subdivision thereof, or an estate or trust whose income from sources without the United States
is includable in gross income for United States federal income tax purposes regardless of its connection
with the conduct of a trade or business within the United States.
14. The Owner hereby agrees that it will not cause income from the Class R
Certificates to be attributable to a foreign permanent establishment or fixed base (within the meaning
of an applicable income tax treaty) of the Owner or another United States taxpayer.
15. (a) The Purchaser hereby certifies, represents and warrants to,
and covenants with the Company, the Trustee, the Securities Administrator and the Master Servicer that
the Certificates (i) are not being acquired by, and will not be transferred to, any employee benefit
plan within the meaning of section 3(3) of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), or other retirement arrangement, including individual retirement accounts and
annuities, Keogh plans and bank collective investment funds and insurance company general or separate
accounts in which such plans, accounts or arrangements are invested, that is subject to Section 406 of
ERISA or Section 4975 of the Internal Revenue Code of 1986 (the "Code") (any of the foregoing, a
"Plan"), (ii) are not being acquired with "plan assets" of a Plan within the meaning of the Department of
Labor ("DOL") regulation, 29 C.F.R. ? 2510.3-101 or otherwise under ERISA, and (iii) will not be
transferred to any entity that is deemed to be investing plan assets within the meaning of the DOL
regulation, 29 C.F.R. ? 2510.3-101 or otherwise under ERISA; or (b) The Owner will provide the
Securities Administrator with an Opinion of Counsel acceptable to and in form and substance satisfactory
to the Securities Administrator to the effect that the purchase of Certificates is permissible under
applicable law, will not constitute or result in any non-exempt prohibited transaction under ERISA or
Section 4975 of the Code and will not subject the Trustee, the Company, the Securities Administrator or
the Master Servicer to any obligation or liability (including obligations or liabilities under ERISA or
Section 4975 of the Code) in addition to those undertaken in the Pooling and Servicing Agreement.
In addition, the Owner hereby certifies, represents and warrants to, and covenants
with, the Company, the Trustee, the Securities Administrator and the Master Servicer that the Owner will
not transfer such Certificates to any Plan or person unless either such Plan or person meets the
requirements set forth in either (a) or (b) above.
Capitalized terms used but not defined herein shall have the meanings assigned in the
Pooling and Servicing Agreement.
IN WITNESS WHEREOF, the Investor has caused this instrument to be executed on its behalf,
pursuant to authority of its Board of Directors, by its [Title of Officer] this ____ day of _________,
20__.
[NAME OF INVESTOR]
By:__________________________________________________
[Name of Officer]
[Title of Officer]
[Address of Investor for receipt of
distributions]
Address of Investor for receipt of tax
information:
Personally appeared before me the above-named [Name of Officer], known or proved to me to be
the same person who executed the foregoing instrument and to be the [Title of Officer] of the Investor,
and acknowledged to me that he executed the same as his free act and deed and the free act and deed of
the Investor.
Subscribed and sworn before me this ___ day of _________, 20___.
NOTARY PUBLIC
COUNTY OF
STATE OF
My commission expires the ___ day of ___________________, 20___.
EXHIBIT F-1
FORM OF INVESTMENT LETTER (NON-RULE 144A)
______________,200___
Structured Asset Mortgage Investments II Inc.
383 Madison Avenue
New York, New York10179
Wells Fargo Bank, National Association
Sixth Street and Marquette Avenue
Minneapolis, Minnesota55479
Attention: Bear Stearns Alt-A Trust 2007-1
Re: Bear Stearns Alt-A Trust 2007-1
Mortgage Pass-Through Certificates, Series 2007-1, Class [_ _]_
Ladies and Gentlemen:
______________ (the "Purchaser") intends to purchase from ______________ (the "Seller")
$_________ initial Certificate Principal Balance of Mortgage Pass-Through Certificates, Series 2007-1,
Class _____ (the "Certificates"), issued pursuant to the Pooling and Servicing Agreement (the "Poolingand Servicing Agreement"), dated as of January 1, 2007 among Structured Asset Mortgage Investments II
Inc., as depositor (the "Seller"), EMC Mortgage Corporation, Wells Fargo Bank, National Association, as
master servicer and securities administrator, and Citibank, N.A., as trustee (the "Trustee"). All terms
used herein and not otherwise defined shall have the meanings set forth in the Pooling and Servicing
Agreement. The Purchaser hereby certifies, represents and warrants to, and covenants with, the Seller
and the Trustee that:
1. The Purchaser understands that (a) the Certificates have not been and
will not be registered or qualified under the Securities Act of 1933, as amended (the
"Act") or any state securities law, (b) the Seller is not required to so register or
qualify the Certificates, (c) the Certificates may be resold only if registered and
qualified pursuant to the provisions of the Act or any state securities law, or if an
exemption from such registration and qualification is available, (d) the Pooling and
Servicing Agreement contains restrictions regarding the transfer of the Certificates
and (e) the Certificates will bear a legend to the foregoing effect.
2. The Purchaser is acquiring the Certificates for its own account for
investment only and not with a view to or for sale in connection with any distribution
thereof in any manner that would violate the Act or any applicable state securities
laws.
3. The Purchaser is (a) a substantial, sophisticated institutional
investor having such knowledge and experience in financial and business matters, and,
in particular, in such matters related to securities similar to the Certificates, such
that it is capable of evaluating the merits and risks of investment in the
Certificates, (b) able to bear the economic risks of such an investment and (c) an
"accredited investor" within the meaning of Rule 501 (a) promulgated pursuant to the
Act.
4. The Purchaser has been furnished with, and has had an opportunity to
review (a) a copy of the Pooling and Servicing Agreement and (b) such other
information concerning the Certificates, the Mortgage Loans and the Seller as has been
requested by the Purchaser from the Seller or the Seller and is relevant to the
Purchaser's decision to purchase the Certificates. The Purchaser has had any
questions arising from such review answered by the Seller or the Seller to the
satisfaction of the Purchaser.
5. The Purchaser has not and will not nor has it authorized or will it
authorize any person to (a) offer, pledge, sell, dispose of or otherwise transfer any
Certificate, any interest in any Certificate or any other similar security to any
person in any manner, (b) solicit any offer to buy or to accept a pledge, disposition
of other transfer of any Certificate, any interest in any Certificate or any other
similar security from any person in any manner, (c) otherwise approach or negotiate
with respect to any Certificate, any interest in any Certificate or any other similar
security with any person in any manner, (d) make any general solicitation by means of
general advertising or in any other manner or (e) take any other action, that (as to
any of (a) through (e) above) would constitute a distribution of any Certificate under
the Act, that would render the disposition of any Certificate a violation of Section 5
of the Act or any state securities law, or that would require registration or
qualification pursuant thereto. The Purchaser will not sell or otherwise transfer any
of the Certificates, except in compliance with the provisions of the Pooling and
Servicing Agreement.
6. The Purchaser (if the Certificate is not rated at least "BBB-" or its
equivalent by Fitch, S&P or Moody's):
(a) is not an employee benefit or other plan subject to the
prohibited transaction provisions of the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as
amended (a "Plan"), or any other person (including an investment manager, a named
fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or
purchasing any Certificate with "plan assets" of any Plan within the meaning of the
Department of Labor ("DOL") regulation at 29 C.F.R. §2510.3-101; or
(b) is an insurance company, the source of funds to be used by it
to purchase the Certificates is an "insurance company general account" (within the
meaning of DOL Prohibited Transaction Class Exemption ("PTCE") 95-60), and the
purchase is being made in reliance upon the availability of the exemptive relief
afforded under Sections I and III of PTCE 95-60.
In addition, the Purchaser hereby certifies, represents and warrants to, and covenants with,
the Company, the Trustee, the Securities Administrator and the Master Servicer that the Purchaser will
not transfer such Certificates to any Plan or person unless such Plan or person meets the requirements
set forth in either 6(a) or (b) above.
Very truly yours,
[PURCHASER]
By:______________________________
Name:
Title:
EXHIBIT F-2
FORM OF RULE 144A INVESTMENT REPRESENTATION
Description of Rule 144A Securities, including numbers:
_______________________________________________________
_______________________________________________________
_______________________________________________________
_______________________________________________________
The undersigned seller, as registered holder (the "Seller"), intends to transfer the
Rule 144A Securities described above to the undersigned buyer (the "Buyer").
In connection with such transfer and in accordance with the agreements pursuant to which the Rule 144A
Securities were issued, the Seller hereby certifies the following facts: Neither the Seller nor anyone
acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of the Rule 144A
Securities, any interest in the Rule 144A Securities or any other similar security to, or solicited any
offer to buy or accept a transfer, pledge or other disposition of the Rule 144A Securities, any interest
in the Rule 144A Securities or any other similar security from, or otherwise approached or negotiated
with respect to the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar
security with, any person in any manner, or made any general solicitation by means of general
advertising or in any other manner, or taken any other action, that would constitute a distribution of
the Rule 144A Securities under the Securities Act of 1933, as amended (the "1933 Act"), or that would
render the disposition of the Rule 144A Securities a violation of Section 5 of the 1933 Act or require
registration pursuant thereto, and that the Seller has not offered the Rule 144A Securities to any
person other than the Buyer or another "qualified institutional buyer" as defined in Rule 144A under the
1933 Act.
The Buyer warrants and represents to, and covenants with, the Seller, the Trustee and the Master
Servicer (as defined to the Pooling and Servicing Agreement, dated as of January 1, 2007 (the
"Agreement"), among the Company, EMC, Wells Fargo Bank, N.A., as master servicer (the "Master Servicer"),
and Citibank, N.A., as trustee (the "Trustee")) as follows:
The Buyer understands that the Rule 144A Securities have not been registered under the 1933 Act or the
securities laws of any state.
The Buyer considers itself a substantial, sophisticated institutional investor having such knowledge and
experience in financial and business matters that it is capable of evaluating the merits and risks of
investment in the Rule 144A Securities.
The Buyer has been furnished with all information regarding the Rule 144A Securities that it has
requested from the Seller, the Securities Administrator or the Master Servicer.
Neither the Buyer nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise
disposed of the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar
security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Rule
144A Securities, any interest in the Rule 144A Securities or any other similar security from, or
otherwise approached or negotiated with respect to the Rule 144A Securities, any interest in the Rule
144A Securities or any other similar security with, any person in any manner, or made any general
solicitation by means of general advertising or in any other manner, or taken any other action, that
would constitute a distribution of the Rule 144A Securities under the 1933 Act or that would render the
disposition of the Rule 144A Securities a violation of Section 5 of the 1933 Act or require registration
pursuant thereto, nor will it act, nor has it authorized or will it authorize any person to act, in such
manner with respect to the Rule 144A Securities.
The Buyer is a "qualified institutional buyer" as that term is defined in Rule 144A under the 1933 Act
and has completed either of the forms of certification to that effect attached hereto as Annex 1 or
Annex 2. The Buyer is aware that the sale to it is being made in reliance on Rule 144A. The Buyer is
acquiring the Rule 144A Securities for its own account or the accounts of other qualified institutional
buyers, understands that such Rule 144A Securities may be resold, pledged or transferred only (i) to a
person reasonably believed to be a qualified institutional buyer that purchases for its own account or
for the account of a qualified institutional buyer to whom notice is given that the resale, pledge or
transfer is being made in reliance on Rule 144A, or (ii) pursuant to another exemption from registration
under the 1933 Act.
3. The Buyer (if the Rule 144A Securities are not rated at least "BBB-" or its
equivalent by Fitch, S&P or Moody's):
is not an employee benefit or other plan subject to the prohibited transaction provisions of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal
Revenue Code of 1986, as amended (a "Plan"), or any other person (including an investment manager, a
named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any
Certificate with "plan assets" of any Plan within the meaning of the Department of Labor ("DOL")
regulation at 29 C.F.R. § 2510.3-101; or
is an insurance company, the source of funds to be used by it to purchase the Certificates is an
"insurance company general account" (within the meaning of DOL Prohibited Transaction Class Exemption
("PTCE") 95-60), and the purchase is being made in reliance upon the availability of the exemptive relief
afforded under Sections I and III of PTCE 95-60.
4. This document may be executed in one or more counterparts and by the different
parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be
an original; such counterparts, together, shall constitute one and the same document.
IN WITNESS WHEREOF, each of the parties has executed this document as of the date set
forth below.
______________________________________ __________________________________________
Print Name of Seller Print Name of Buyer
By:___________________________________ By:_______________________________________
Name: Name:
Title: Title:
Taxpayer Identification Taxpayer Identification:
No.__________________________________ No:_______________________________________
Date:________________________________ Date:_____________________________________
ANNEX 1 TO EXHIBIT F
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers Other Than Registered Investment Companies]
The undersigned hereby certifies as follows in connection with the Rule 144A
Investment Representation to which this Certification is attached:
1. As indicated below, the undersigned is the
President, Chief Financial Officer, Senior Vice President or other executive
officer of the Buyer.
2. In connection with purchases by the Buyer, the
Buyer is a "qualified institutional buyer" as that term is defined in Rule
144A under the Securities Act of 1933 ("Rule 144A") because (i) the Buyer
owned and/or invested on a discretionary basis
$ in securities (except for the
excluded securities referred to below) as of the end of the Buyer's most
recent fiscal year (such amount being calculated in accordance with Rule 144A)
and (ii) the Buyer satisfies the criteria in the category marked below.
Corporation, etc. The Buyer is a corporation (other than a bank, savings and loan association
or similar institution), Massachusetts or similar business trust, partnership, or charitable
organization described in Section 501(c)(3) of the Internal Revenue Code.
Bank. The Buyer (a) is a national bank or banking institution organized under the laws of any
State, territory or the District of Columbia, the business of which is substantially confined to banking
and is supervised by the State or territorial banking commission or similar official or is a foreign
bank or equivalent institution, and (b) has an audited net worth of at least $25,000,000 as demonstrated
in its latest annual financial statements, a copy of which is attached hereto.
Savings and Loan. The Buyer (a) is a savings and loan association, building and loan
association, cooperative bank, homestead association or similar institution, which is supervised and
examined by a State or Federal authority having supervision over any such institutions or is a foreign
savings and loan association or equivalent institution and (b) has an audited net worth of at least
$25,000,000 as demonstrated in its latest annual financial statements.
Broker-Dealer. The Buyer is a dealer registered pursuant to Section 15 of the Securities
Exchange Act of 1934.
Insurance Company. The Buyer is an insurance company whose primary and predominant business
activity is the writing of insurance or the reinsuring of risks underwritten by insurance companies and
which is subject to supervision by the insurance commissioner or a similar official or agency of a State
or territory or the District of Columbia.
State or Local Plan. The Buyer is a plan established and maintained by a State, its political
subdivisions, or any agency or instrumentality of the State or its political subdivisions, for the
benefit of its employees.
ERISA Plan. The Buyer is an employee benefit plan within the meaning of Title I of the
Employee Retirement Income Security Act of 1974.
Investment Adviser. The Buyer is an investment adviser registered under the Investment
Advisers Act of 1940.
SBIC. The Buyer is a Small Business Investment Company licensed by the U.S. Small Business
Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958.
Business Development Company. The Buyer is a business development company as defined in
Section 202(a)(22) of the Investment Advisers Act of 1940.
Trust Fund. The Buyer is a trust fund whose trustee is a bank or trust company and whose
participants are exclusively (a) plans established and maintained by a State, its political
subdivisions, or any agency or instrumentality of the State or its political subdivisions, for the
benefit of its employees, or (b) employee benefit plans within the meaning of Title I of the Employee
Retirement Income Security Act of 1974, but is not a trust fund that includes as participants individual
retirement accounts or H.R. 10 plans.
3. The term "securities" as used herein does not
include (i) securities of issuers that are affiliated with the Buyer, (ii)
securities that are part of an unsold allotment to or subscription by the
Buyer, if the Buyer is a dealer, (iii) bank deposit notes and certificates of
deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities
owned but subject to a repurchase agreement and (vii) currency, interest rate
and commodity swaps.
4. For purposes of determining the aggregate amount of
securities owned and/or invested on a discretionary basis by the Buyer, the
Buyer used the cost of such securities to the Buyer and did not include any of
the securities referred to in the preceding paragraph. Further, in
determining such aggregate amount, the Buyer may have included securities
owned by subsidiaries of the Buyer, but only if such subsidiaries are
consolidated with the Buyer in its financial statements prepared in accordance
with generally accepted accounting principles and if the investments of such
subsidiaries are managed under the Buyer's direction. However, such
securities were not included if the Buyer is a majority-owned, consolidated
subsidiary of another enterprise and the Buyer is not itself a reporting
company under the Securities Exchange Act of 1934.
5. The Buyer acknowledges that it is familiar with
Rule 144A and understands that the seller to it and other parties related to
the Certificates are relying and will continue to rely on the statements made
herein because one or more sales to the Buyer may be in reliance on Rule 144A.
______ ______ Will the Buyer be purchasing the Rule 144A
Yes No Securities only for the Buyer's own account?
6. If the answer to the foregoing question is "no",
the Buyer agrees that, in connection with any purchase of securities sold to
the Buyer for the account of a third party (including any separate account) in
reliance on Rule 144A, the Buyer will only purchase for the account of a third
party that at the time is a "qualified institutional buyer" within the meaning
of Rule 144A. In addition, the Buyer agrees that the Buyer will not purchase
securities for a third party unless the Buyer has obtained a current
representation letter from such third party or taken other appropriate steps
contemplated by Rule 144A to conclude that such third party independently
meets the definition of "qualified institutional buyer" set forth in Rule 144A.
7. The Buyer will notify each of the parties to which
this certification is made of any changes in the information and conclusions
herein. Until such notice is given, the Buyer's purchase of Rule 144A
Securities will constitute a reaffirmation of this certification as of the
date of such purchase.
___________________________________
Print Name of Buyer
By:________________________________
Name:
Title:
Date_______________________________
EXHIBIT F-3
FORM OF TRANSFEROR REPRESENTATION LETTER
______, 20__
Structured Asset Mortgage Investments II Inc.
383 Madison Avenue
New York, New York10179
MORTGAGE PASS-THROUGH CERTIFICATE SERIES 2007-1
Wells Fargo Bank, National Association
Sixth Street and Marquette Avenue
Minneapolis, Minnesota55479
Attention: Bear Stearns Alt-A Trust 2007-1
Re: Mortgage Pass-Through Certificates, Series 2007-1
Ladies and Gentlemen:
In connection with the sale by (the "Seller") to (the
"Purchaser") of $ Initial Certificate Principal Balance of Mortgage Pass-Through Certificates,
Series 2007-1 (the "Certificates") pursuant to the Pooling and Servicing Agreement, dated as of January1, 2007 (the "Pooling and Servicing Agreement"), among Structured Asset Mortgage Investments II Inc.
(the "Company"), EMC Mortgage Corporation ("EMC"), Wells Fargo Bank, N.A., as master servicer (the
"Master Servicer"), and Citibank, N.A., as trustee (the "Trustee"). The Seller hereby certifies,
represents and warrants to, and covenants with, the Company and the Trustee that:
Neither the Seller nor anyone acting on its behalf has (a) offered, pledged, sold,
disposed of or otherwise transferred any Certificate, any interest in any Certificate or any other
similar security to any person in any manner, (b) has solicited any offer to buy or to accept a pledge,
disposition or other transfer of any Certificate, any interest in any Certificate or any other similar
security from any person in any manner, (c) has otherwise approached or negotiated with respect to any
Certificate, any interest in any Certificate or any other similar security with any person in any
manner, (d) has made any general solicitation by means of general advertising or in any other manner, or
(e) has taken any other action, that (as to any of (a) through (e) above) would constitute a
distribution of the Certificates under the Securities Act of 1933 (the "Act"), that would render the
disposition of any Certificate a violation of Section 5 of the Act or any state securities law, or that
would require registration or qualification pursuant thereto. The Seller will not act, in any manner
set forth in the foregoing sentence with respect to any Certificate. The Seller has not and will not
sell or otherwise transfer any of the Certificates, except in compliance with the provisions of the
Pooling and Servicing Agreement.
Very truly yours,
__________________________________________________
(Seller)
By:_______________________________________________
Name:_____________________________________________
Title:____________________________________________
EXHIBIT G-1
FORM OF TREASURY BANK CUSTODIAL AGREEMENT
THIS CUSTODIAL AGREEMENT (AS AMENDED AND SUPPLEMENTED FROM TIME TO TIME, THE
"AGREEMENT"), DATED AS OF JANUARY 31, 2007, BY AND AMONG CITIBANK, N.A., AS TRUSTEE (INCLUDING ITS
SUCCESSORS UNDER THE POOLING AND SERVICING AGREEMENT DEFINED BELOW, THE "TRUSTEE"), STRUCTURED ASSET
MORTGAGE INVESTMENTS II INC., AS DEPOSITOR (TOGETHER WITH ANY SUCCESSOR IN INTEREST, THE "DEPOSITOR"),
WELLS FARGO BANK, NATIONAL ASSOCIATION, AS MASTER SERVICER AND SECURITIES ADMINISTRATOR (TOGETHER WITH
ANY SUCCESSOR IN INTEREST OR SUCCESSOR UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW, THE
"MASTER SERVICER" OR THE "SECURITIES ADMINISTRATOR," AS APPLICABLE) AND TREASURY BANK, A DIVISION OF
COUNTRYWIDE BANK N.A., AS CUSTODIAN (TOGETHER WITH ANY SUCCESSOR IN INTEREST OR ANY SUCCESSOR APPOINTED
HEREUNDER, THE "CUSTODIAN").
WITNESSETH THAT:
WHEREAS, the Depositor, the Master Servicer, the Securities Administrator, the Trustee
and EMC Mortgage Corporation (the "Seller") have entered into a Pooling and Servicing Agreement, dated
as of January 1, 2007, relating to the issuance of Bear Stearns ALT-A Trust, Mortgage Pass-Through
Certificates, Series 2007-1 (as in effect on the date of this agreement, the "Original Pooling and
Servicing Agreement," and as amended and supplemented from time to time, the "Pooling and ServicingAgreement"); and
WHEREAS, the Custodian has agreed to act as agent for the Trustee for the purposes of
receiving and holding certain documents and other instruments relating to the mortgage loans (herein
referred to as the "Mortgage Loans") listed on Schedule I hereto (the "Mortgage Loan Schedule")
delivered by (i) the Depositor or the Master Servicer under the Pooling and Servicing Agreement and (ii)
the Servicers under their respective Servicing Agreements, all upon the terms and conditions and subject
to the limitations hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the mutual covenants and
agreements hereinafter set forth, the Trustee, the Depositor, the Master Servicer, the Securities
Administrator and the Custodian hereby agree as follows:
ARTICLE I.
DEFINITIONS
Capitalized terms used in this Agreement and not defined herein shall have the
meanings assigned in the Original Pooling and Servicing Agreement, unless otherwise required by the
context herein.
ARTICLE II.
CUSTODY OF MORTGAGE DOCUMENTS
Section 2.1. Custodian to Act as Agent: Acceptance of Mortgage Files. The
Custodian, as the duly appointed agent of the Trustee for these purposes, acknowledges (subject to any
exceptions noted in the Initial Certification referred to in Section 2.3(a)) receipt of the Mortgage
Files relating to the Mortgage Loans attached hereto (the "Mortgage Files") and declares that it holds
and will hold such Mortgage Files as agent for the Trustee, in trust, for the use and benefit of all
present and future Certificateholders.
Section 2.2. Recordation of Assignments. If any Mortgage File relating to the
Mortgage Loans includes one or more assignments of Mortgage to the Trustee in a state which is
specifically excluded from the Opinion of Counsel delivered by the Seller to the Trustee and the
Custodian pursuant to the provisions of Section 2.01 of the Pooling and Servicing Agreement, each such
assignment shall be delivered, at the direction of the Depositor (in written or electronic format), by
the Custodian to the Depositor for the purpose of recording it in the appropriate public office for real
property records, and the Depositor, at no expense to the Custodian, shall promptly cause to be recorded
in the appropriate public office for real property records each such assignment of Mortgage and, upon
receipt thereof from such public office, shall return each such assignment of Mortgage to the Custodian.
Section 2.3. Review of Mortgage Files.
(a) On or prior to the Closing Date, in accordance with Section 2.02 of the
Pooling and Servicing Agreement, the Custodian shall deliver to the Depositor, the Master Servicer and
the Trustee an Initial Certification in the form annexed hereto as Exhibit One evidencing receipt
(subject to any exceptions noted therein) of a Mortgage File for each of the Mortgage Loans.
(b) Within 90 days of the Closing Date (or, with respect to any Substitute
Mortgage Loans, within 5 Business Days after the receipt by the Trustee or the Custodian thereof), the
Custodian agrees, for the benefit of Certificateholders, to review, in accordance with the provisions of
Section 2.02 of the Pooling and Servicing Agreement, each such document relating to the Mortgage Loans,
and shall execute and deliver to the Depositor, the Master Servicer and the Trustee an Interim
Certification in the form annexed hereto as Exhibit Two to the effect that all such documents have been
executed and received and that such documents relate to the Mortgage Loans identified on the Mortgage
Loan Schedule, except for any exceptions listed on Schedule A attached to such Interim Certification.
The Custodian shall be under no duty or obligation to inspect, review or examine said documents,
instruments, certificates or other papers to determine that the same are genuine, enforceable, or
appropriate for the represented purpose or that they have actually been recorded or that they are other
than what they purport to be on their face.
(c) Not later than 180 days after the Closing Date (or, with respect to any
Substitute Mortgage Loans, within 5 Business Days after the receipt by the Trustee or the Custodian
thereof), the Custodian shall review the Mortgage Files relating to the Mortgage Loans as provided in
Section 2.02 of the Pooling and Servicing Agreement and execute and deliver to the Depositor , the
Master Servicer and the Trustee a Final Certification in the form annexed hereto as Exhibit Three
evidencing the completeness of such Mortgage Files.
(d) In reviewing the Mortgage Files relating to the Mortgage Loans as provided
herein and in the Pooling and Servicing Agreement, the Custodian shall make no representation as to and
shall not be responsible to verify (i) the validity, legality, enforceability, due authorization,
recordability, sufficiency or genuineness of any of the documents included in any Mortgage File or (ii)
the collectibility, insurability, effectiveness or suitability of any of the documents in any Mortgage
File.
Upon receipt of written request from the Depositor, Master Servicer or the Trustee,
the Custodian shall as soon as practicable supply the requesting party with a list of all of the
documents missing from the Mortgage Loans then contained in the Mortgage Files.
Section 2.4. Notification of Breaches of Representations and Warranties. Upon
discovery by the Custodian of a breach of any representation or warranty made by the Depositor as set
forth in the Pooling and Servicing Agreement with respect to a Mortgage Loan relating to a Mortgage
File, the Custodian shall give prompt written notice to the Depositor, the Master Servicer, the
applicable Servicer and the Trustee.
Section 2.5. Custodian to Cooperate: Release of Mortgage Files. Upon receipt of
written notice from the Master Servicer or the Trustee that the Seller has repurchased a Mortgage Loan
pursuant to Article II of the Pooling and Servicing Agreement, and that the Repurchase Price therefor
has been deposited in the Distribution Account, and a Request for Release (as defined below), the
Custodian agrees to promptly release to the Seller the related Mortgage File.
Upon the Custodian's receipt of a request for release (a "Request for Release")
substantially in the form of Exhibit D-1 to the Pooling and Servicing Agreement signed by an officer of
the related Servicer involved in, or responsible for, the administration and servicing of the Mortgage
Loans whose name appears on a list of servicing officers furnished by such Servicer upon request, as
such list may from time to time be amended (each, a "Servicing Officer") stating that it has received
payment in full of a Mortgage Loan or that payment in full will be escrowed in a manner customary for
such purposes, the Custodian agrees to promptly release to such Servicer the related Mortgage File. The
Depositor shall deliver to the Custodian, and the Custodian agrees to accept, the Mortgage Note and
other documents constituting the Mortgage File with respect to any Substitute Mortgage Loan, which
documents the Custodian will review to the extent provided in Article II of the Pooling and Servicing
Agreement.
From time to time as is appropriate for the servicing or foreclosure of any Mortgage
Loan, including, for this purpose, collection under any Primary Mortgage Insurance Policy, the related
Servicer shall (or if the related Servicer does not, then the Master Servicer may) deliver to the
Custodian a Request for Release signed by a Servicing Officer requesting that possession of all of the
related Mortgage File be released to such Servicer and certifying as to the reason for such release and
that such release will not invalidate any insurance coverage provided in respect of the related Mortgage
Loan under any of the Insurance Policies. Upon receipt of the foregoing, the Custodian shall deliver
such Mortgage File to the related Servicer. All Mortgage Files so released to the related Servicer
shall be held by it in trust for the Trustee for the use and benefit of all present and future
Certificateholders. The related Servicer shall cause each Mortgage File or any document therein so
released to be returned to the Custodian when the need therefor by such Servicer no longer exists,
unless (i) such Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the related
Mortgage Loan have been deposited in the Distribution Account or (ii) such Mortgage File or such
document has been delivered to an attorney, or to a public trustee or other public official as required
by law, for purposes of initiating or pursuing legal action or other proceedings for the foreclosure of
the related Mortgaged Property either judicially or non-judicially, and the related Servicer has
delivered to the Custodian a certificate of a Servicing Officer certifying as to the name and address of
the Person to which such Mortgage File or such document was delivered and the purpose or purposes of
such delivery.
At any time that a Servicer or the Master Servicer is required to deliver to the
Custodian a Request for Release, such Servicer or the Master Servicer shall deliver two copies of the
Request for Release if delivered in hard copy or such Servicer or the Master Servicer may furnish such
Request for Release electronically to the Custodian, in which event the Servicing Officer transmitting
the same shall be deemed to have signed such Request for Release. In connection with any Request for
Release of a Mortgage File because of a repurchase of a Mortgage Loan, the assignment of mortgage and
the related Mortgage Note shall be returned to the related Servicer or the Master Servicer, as
applicable, for execution and endorsement, respectively, pursuant to a power of attorney from the
Trustee and for delivery to the Seller. If the related Servicer or the Master Servicer does not have a
power of attorney from the Trustee to execute the applicable assignment and to endorse the related
Mortgage Note, such Request for Release shall be accompanied by an assignment of mortgage, without
recourse, executed by the Trustee to the Seller and the related Mortgage Note shall be endorsed without
recourse by the Trustee (if not in blank) and be returned to the related Servicer or the Master
Servicer, as applicable, for delivery to the Seller; provided, however, that in the case of a Mortgage
Loan that is registered on the MERS® System, no assignment of mortgage or endorsement of the Mortgage
Note by the Trustee, or by the related Servicer or the Master Servicer pursuant to a power of attorney
from the Trustee, shall be required. In connection with any Request for Release of a Mortgage File
because of the payment in full of a Mortgage Loan and if the related Servicer or the Master Servicer
does not have a power of attorney from the Trustee to execute the applicable certificate of satisfaction
or similar instrument, such Request for Release shall be accompanied by a certificate of satisfaction or
other similar instrument to be executed by or on behalf of the Trustee and returned to the related
Servicer or the Master Servicer, as applicable.
Section 2.6. Assumption Agreements. In the event that any assumption agreement,
substitution of liability agreement or sale of servicing agreement is entered into with respect to any
Mortgage Loan subject to this Agreement in accordance with the terms and provisions of the Pooling and
Servicing Agreement, the Master Servicer, to the extent provided in the related Servicing Agreement,
shall cause the related Servicer to notify the Custodian that such assumption agreement, substitution of
liability agreement or sale of servicing agreement has been completed by forwarding to the Custodian the
original of such assumption agreement, substitution of liability agreement or sale of servicing
agreement, which shall be added to the related Mortgage File and, for all purposes, shall be considered
a part of such Mortgage File to the same extent as all other documents and instruments constituting
parts thereof.
ARTICLE III.
CONCERNING THE CUSTODIAN
Section 3.1. Custodian as Bailee and Agent of the Trustee. With respect to each
Mortgage Note and other documents constituting each Mortgage File relating to the Mortgage Loans which
are delivered to the Custodian, the Custodian is exclusively the bailee and agent of the Trustee and has
no instructions to hold any Mortgage Note or Mortgage File for the benefit of any person other than the
Trustee and the Certificateholders and undertakes to perform such duties and only such duties as are
specifically set forth in this Agreement. Except upon compliance with the provisions of Section 2.5 of
this Agreement with respect to any Mortgage Loan, no Mortgage Note, Mortgage or Mortgage File shall be
delivered by the Custodian to the Depositor, the Seller, any Servicer or the Master Servicer or
otherwise released from the possession of the Custodian.
Section 3.2. [Reserved.]
Section 3.3. Custodian May Own Certificates. The Custodian in its individual or
any other capacity may become the owner or pledgee of Certificates with the same rights it would have if
it were not Custodian.
Section 3.4. Custodian's Fees and Expenses. The Depositor covenants and agrees to
cause the Seller to pay the Custodian from time to time, and the Custodian shall be entitled to,
reasonable compensation for all services rendered by it in the exercise and performance of any of the
powers and duties hereunder of the Custodian pursuant to a letter agreement between the Custodian and
the Seller. In addition, the Seller will pay or reimburse the Custodian upon its request for all
reasonable expenses, disbursements and advances incurred or made by the Custodian in accordance with any
of the provisions of this Agreement (including the reasonable compensation and the expenses and
disbursements of its counsel and of all persons not regularly in its employ), except any such expense,
disbursement or advance as may arise from its negligence or bad faith, or to the extent that such cost
or expense is indemnified by the Depositor pursuant to the Pooling and Servicing Agreement.
Section 3.5. Custodian May Resign; Trustee May Remove Custodian. The Custodian
may resign from the obligations and duties hereby imposed upon it as such obligations and duties relate
to its acting as Custodian of the Mortgage Loans. Upon receiving such notice of resignation, the
Trustee shall either take custody of the Mortgage Files itself and give prompt notice thereof to the
Depositor, the Master Servicer, the Servicers and the Custodian, or promptly appoint a successor
Custodian by written instrument, in duplicate, one copy of which instrument shall be delivered to the
resigning Custodian and one copy to the successor Custodian. If the Trustee shall not have taken
custody of the Mortgage Files and no successor Custodian shall have been so appointed and have accepted
appointment within 30 days after the giving of such notice of resignation, the resigning Custodian may
petition any court of competent jurisdiction for the appointment of a successor Custodian.
The Trustee may remove the Custodian at any time with the consent of the Master
Servicer. In such event, the Trustee shall appoint, or petition a court of competent jurisdiction to
appoint, a successor Custodian hereunder. Any successor Custodian shall be a depository institution
subject to supervision or examination by federal or state authority, shall be able to satisfy the other
requirements contained in Section 3.7 and shall be unaffiliated with any Servicer or the Depositor.
Any resignation or removal of the Custodian and appointment of a successor Custodian
pursuant to any of the provisions of this Section 3.5 shall become effective upon acceptance of
appointment by the successor Custodian. The Trustee shall give prompt notice to the Depositor and the
Master Servicer of the appointment of any successor Custodian. No successor Custodian shall be
appointed by the Trustee without the prior approval of the Depositor and the Master Servicer.
Section 3.6. Merger or Consolidation of Custodian. Any Person into which the
Custodian may be merged or converted or with which it may be consolidated, or any Person resulting from
any merger, conversion or consolidation to which the Custodian shall be a party, or any Person
succeeding to the business of the Custodian, shall be the successor of the Custodian hereunder (provided
such Person shall satisfy the requirements set forth in Section 3.7), without the execution or filing of
any paper or any further act on the part of any of the parties hereto, anything herein to the contrary
notwithstanding.
Section 3.7. Representations of the Custodian. The Custodian hereby represents,
and any successor Custodian hereunder shall represent, that it is a depository institution subject to
supervision or examination by a federal or state authority, has a combined capital and surplus of at
least $15,000,000 and is qualified to do business in the jurisdictions in which it will hold any
Mortgage File.
Section 3.8. Duties and Obligations of the Custodian.
(a) The Custodian shall be under no duty or obligation to inspect, review or
examine the Mortgage Files to determine that the contents thereof are appropriate for the represented
purpose or that they have been actually recorded or that they are other than what they purport to be on
their face.
(b) The Custodian shall not be responsible or liable for, and makes no
representation or warranty with respect to, the validity, adequacy or perfection or any lien upon or
security interest in the Mortgage Files.
(c) Any other provision of this Agreement to the contrary notwithstanding, the
Custodian shall have no notice, and shall not be bound by any of the terms and conditions of any other
document or agreement executed or delivered in connection with, or intended to control any part of, the
transactions anticipated by or referred to in this Agreement unless the Custodian is a signatory party
to that document or agreement.
(d) The Custodian may rely on and shall be protected in acting in good faith upon
any certificate, instrument, opinion, notice, magnetic tape, letter, telegram or other document, or any
security, delivered to it and in good faith believed by it to be genuine and to have been signed by the
proper party or parties; but in the case of any loan document or other request, instruction, document or
certificate which by any provision hereof is specifically required to be furnished to the Custodian, the
Custodian shall be under a duty to examine the same to determine whether or not it conforms prima facie
to the requirements of this Custodial Agreement.
(e) The Custodian shall not be liable for any error of judgment, or for any act
done or step taken or omitted by it, in good faith, or for any mistake of fact or law, or for anything
that it may do or refrain from doing in connection therewith, except in the case of its negligent
performance or omission.
(f) The Custodian shall have no obligation to verify the receipt of any such
documents the existence of which was not made known to the Custodian by the Mortgage Files.
(g) The Custodian shall not be responsible for delays or failures in performance
resulting from acts beyond its control. Such acts shall include, but not be limited to, acts of God,
strikes, lockouts, riots, acts of war or terrorism, epidemics, nationalization, expropriation, currency
restrictions, governmental regulations superimposed after the fact, fire, communication line failures,
power failures, earthquakes or other disasters.
ARTICLE IV.
COMPLIANCE WITH REGULATION AB
SECTION 4.1. INTENT OF THE PARTIES; REASONABLENESS. THE PARTIES HERETO
ACKNOWLEDGE AND AGREE THAT THE PURPOSE OF THIS ARTICLE IV IS TO FACILITATE COMPLIANCE BY THE DEPOSITOR,
THE MASTER SERVICER AND THE SECURITIES ADMINISTRATOR WITH THE PROVISIONS OF REGULATION AB AND RELATED
RULES AND REGULATIONS OF THE COMMISSION. THE DEPOSITOR, THE MASTER SERVICER AND THE SECURITIES
ADMINISTRATOR SHALL NOT EXERCISE ITS RIGHT TO REQUEST DELIVERY OF INFORMATION OR OTHER PERFORMANCE UNDER
THESE PROVISIONS OTHER THAN IN GOOD FAITH, OR FOR PURPOSES OTHER THAN COMPLIANCE WITH THE SECURITIES
ACT, THE EXCHANGE ACT AND THE RULES AND REGULATIONS OF THE COMMISSION UNDER THE SECURITIES ACT AND THE
EXCHANGE ACT. EACH OF THE PARTIES HERETO ACKNOWLEDGES THAT INTERPRETATIONS OF THE REQUIREMENTS OF
REGULATION AB MAY CHANGE OVER TIME, WHETHER DUE TO INTERPRETIVE GUIDANCE PROVIDED BY THE COMMISSION OR
ITS STAFF, CONSENSUS AMONG PARTICIPANTS IN THE MORTGAGE-BACKED SECURITIES MARKETS, ADVICE OF COUNSEL, OR
OTHERWISE, AND THE CUSTODIAN AGREES TO COMPLY WITH REQUESTS MADE BY THE DEPOSITOR, THE MASTER SERVICER
AND THE SECURITIES ADMINISTRATOR IN GOOD FAITH FOR DELIVERY OF INFORMATION UNDER THESE PROVISIONS ON THE
BASIS OF EVOLVING INTERPRETATIONS OF REGULATION AB TO THE EXTENT REASONABLY PRACTICABLE, UNLESS
OTHERWISE ADVISED IN WRITING BY COUNSEL. THE CUSTODIAN SHALL COOPERATE REASONABLY WITH THE DEPOSITOR,
THE MASTER SERVICER AND THE SECURITIES ADMINISTRATOR TO DELIVER TO THE DEPOSITOR AND THE MASTER SERVICER
(INCLUDING ANY OF THEIR RESPECTIVE ASSIGNEES OR DESIGNEES), ANY AND ALL DISCLOSURE, STATEMENTS, REPORTS,
CERTIFICATIONS, RECORDS AND ANY OTHER INFORMATION NECESSARY IN THE REASONABLE, GOOD FAITH DETERMINATION
OF THE DEPOSITOR, THE MASTER SERVICER AND THE SECURITIES ADMINISTRATOR TO PERMIT THE DEPOSITOR, THE
MASTER SERVICER AND THE SECURITIES ADMINISTRATOR TO COMPLY WITH THE PROVISIONS OF REGULATION AB.
Section 4.2. Additional Representations and Warranties of the Custodian.
(a) The Custodian hereby represents and warrants that the information with respect
to the Custodian set forth in the Prospectus Supplement under the caption "Description of the
Certificates-The Custodians" (the "Custodian Disclosure") does not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or necessary in order to
make the statements therein, in the light of the circumstances under which they were made, not
misleading.
(b) The Custodian shall be deemed to represent to the Depositor as of the date
hereof and on each date on which information is provided to the Depositor under Section 4.3 that, except
as disclosed in writing to the Depositor prior to such date: (i) there are no aspects of its financial
condition that could have a material adverse effect on the performance by it of its Custodian
obligations under this Agreement; (ii) there are no material legal or governmental proceedings pending
(or known to be contemplated) against it that would affect or interfere with the performance of its
obligations hereunder; and (iii) there are no affiliations, relationships or transactions relating to
the Custodian with respect to the Depositor or any sponsor, issuing entity, servicer (other than
Countrywide Home Loan Servicing LP), trustee, originator, significant obligor, enhancement or support
provider or other material transaction party (as such terms are used in Regulation AB) relating to the
securitization transaction contemplated by the Pooling and Servicing Agreement, as identified by the
Depositor to the Custodian in writing as of the Closing Date (each, a "Transaction Party") that would
affect or interfere with the performance of its obligations hereunder and have not been previously
disclosed to the Depositor and the Trustee.
(c) If so requested by the Depositor on any date following the Closing Date, the
Custodian shall, within five Business Days following such request, confirm in writing the accuracy of
the representations and warranties set forth in paragraph (1) of this section or, if any such
representation and warranty is not accurate as of the date of such confirmation, provide reasonably
adequate disclosure of the pertinent facts, in writing, to the requesting party. Any such request from
the Depositor shall not be given more than once each calendar quarter, unless the Depositor shall have a
reasonable basis for a determination that any of the representations and warranties may not be accurate.
Section 4.3. Additional Information to Be Provided by the Custodian. For so long
as the Certificates are outstanding, for the purpose of satisfying the Depositor's reporting obligation
under the Exchange Act with respect to any class of Certificates, the Custodian shall (a) notify the
Depositor, the Securities Administrator and the Master Servicer in writing of any material litigation or
governmental proceedings pending against the Custodian (including any such proceedings known to be
contemplated by the governmental authorities) that would be material to Certificateholders, and (b)
provide to the Depositor, Securities Administrator and the Master Servicer a written description of such
proceedings. Any notices and descriptions required under this Section 4.3 shall be given no later than
five Business Days prior to the Determination Date following the month in which the Custodian has
knowledge of the occurrence of the relevant event. As of the date the Depositor, the Securities
Administrator or Master Servicer files each Report on Form 10-D or Form 10-K with respect to the
Certificates, the Custodian will be deemed to represent that any information previously provided under
this Section 4.3, if any, is materially correct and does not have any material omissions unless the
Custodian has provided an update to such information.
Section 4.4. Report on Assessment of Compliance and Attestation. On or before
March 15 of each calendar year in which a Form 10-K is required to be filed with respect to the Trust,
the Custodian shall:
(a) deliver to the Depositor, the Master Servicer and the Securities Administrator
a report (in form and substance reasonably satisfactory to the Depositor) regarding the Custodian's
assessment of compliance with the Applicable Servicing Criteria as set forth in Exhibit Four during the
immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and
Item 1122 of Regulation AB. Such report shall be addressed to the Depositor and the Securities
Administrator and signed by an authorized officer of the Custodian, and shall address each of the
Servicing Criteria specified on a certification substantially in the form of Exhibit Four hereto; and
(b) deliver to the Depositor, the Master Servicer and the Securities
Administrator, a report of a registered public accounting firm reasonably acceptable to the Master
Servicer, the Depositor and the Securities Administrator that attests to, and reports on, the assessment
of compliance made by the Custodian and delivered pursuant to the preceding paragraph. Such attestation
shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and
the Exchange Act.
Section 4.5. Indemnification; Remedies.
(a) The Custodian shall indemnify the Depositor, each affiliate of the Depositor,
the Master Servicer, the Securities Administrator and each broker dealer acting as underwriter,
placement agent or initial purchaser of the Certificates or each Person who controls any of such parties
(within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the
respective present and former directors, officers, employees and agents of each of the foregoing (each,
an "Indemnified Party"), and shall hold each of them harmless from and against any losses, damages,
penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other
costs, fees and expenses that any of them may sustain arising out of or based upon:
(i) (A) any untrue statement of a material fact contained or alleged to
be contained in the Custodian Disclosure and any information, report, certification,
accountants' attestation or other material provided under this Article IV by or on behalf of the
Custodian (collectively, the "Custodian Information"), or (B) the omission or alleged omission
to state in the Custodian Information a material fact required to be stated in the Custodian
Information or necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; or
(ii) any failure by the Custodian to deliver any information, report,
certification, accountants' attestation or other material when and as required under this
Article IV; or
(iii) the negligence, bad faith or willful misconduct of the Custodian in
the performance of its obligations under this Article IV.
(b) In the case of any failure of performance described in clause (ii) of Section
4.5(a), the Custodian shall promptly reimburse the Depositor, the Securities Administrator and the
Master Servicer for all costs reasonably incurred by the Depositor and the Master Servicer,
respectively, in order to obtain the information, report, certification, accountants' letter or other
material not delivered as required by the Custodian.
(c) In no event shall the Custodian or its directors, officers and employees be
liable for any special, indirect or consequential damages from any action taken or omitted to be taken
by it or them hereunder or in connection herewith even if advised of the possibility of such damages.
If the indemnification provided for herein is unavailable or insufficient to hold harmless any
Indemnified Party, then the Custodian agrees that it shall contribute to the amount paid or payable by
such Indemnified Party as a result of any claims, losses, damages or liabilities incurred by such
Indemnified Party in such proportion as is appropriate to reflect the relative fault of such Indemnified
Party on the one hand and the Custodian on the other. This indemnification shall survive the
termination of this Agreement or the termination of the Custodian.
ARTICLE V.
MISCELLANEOUS PROVISIONS
Section 5.1. Notices. All notices, requests, consents and demands and other
communications required under this Agreement or pursuant to any other instrument or document delivered
hereunder shall be in writing and, unless otherwise specifically provided, may be delivered personally,
by telegram or telex, or by registered or certified mail, postage prepaid, return receipt requested, at
the addresses specified on the signature page hereof (unless changed by the particular party whose
address is stated herein by similar notice in writing), in which case the notice will be deemed
delivered when received.
Section 5.2. Amendments. No modification or amendment of or supplement to this
Agreement shall be valid or effective unless the same is in writing and signed by all parties hereto,
and neither the Depositor, the Master Servicer nor the Trustee shall enter into any amendment hereof
except as permitted by the Pooling and Servicing Agreement. The Trustee shall give prompt notice to the
Custodian of any amendment or supplement to the Pooling and Servicing Agreement and furnish the
Custodian with written copies thereof.
Section 5.3. GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED A CONTRACT MADE UNDER
THE LAWS OF THE STATE OF NEW YORK AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY
THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS CONFLICT OF LAWS RULES (OTHER THAN SECTION
5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW, WHICH SHALL APPLY HERETO).
Section 5.4. Recordation of Agreement. To the extent permitted by applicable law,
this Agreement is subject to recordation in all appropriate public offices for real property records in
all the counties or other comparable jurisdictions in which any or all of the properties subject to the
Mortgages are situated, and in any other appropriate public recording office or elsewhere, such
recordation to be effected by the Depositor and at the Trust's expense on direction by the Trustee, but
only upon direction accompanied by an Opinion of Counsel reasonably satisfactory to the Depositor to the
effect that the failure to effect such recordation is likely to materially and adversely affect the
interests of the Certificateholders.
For the purpose of facilitating the recordation of this Agreement as herein provided
and for other purposes, this Agreement may be executed simultaneously in any number of counterparts,
each of which counterparts shall be deemed to be an original, and such counterparts shall constitute but
one and the same instrument.
Section 5.5. Severability of Provisions. If any one or more of the covenants,
agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then
such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants,
agreements, provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates or the rights of the
holders thereof.
[Signature page follows]
IN WITNESS WHEREOF, this Agreement is executed as of the date first above written.
Address: CITIBANK, N.A.,
as Trustee
388 Greenwich Street, 14th Floor
New York, New York10013
Attention: Structured Finance Agency & Trust BSALTA 2007-1
Telecopy: (212) 816-5527 By:___________________________________
Name: John Hannon
Title: Vice President
Address: STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
383 Madison Avenue
New York, New York10179
By:___________________________________
Name: Mary Haggerty
Title: Vice President
Address: WELLS FARGO BANK,
NATIONAL ASSOCIATION, as Master Servicer and as
9062 Old Annapolis Road Securities Administrator
Columbia, Maryland21045
By:___________________________________
Name: Stacey M. Taylor
Title: Vice President
Address: TREASURY BANK, A DIVISION OF COUNTRYWIDE BANK N.A., as
Custodian
4100 E. Los Angeles Avenue
Simi Valley, California93063
Attention: Teresita Que
Telephone: (805) 577-6028 By:___________________________________
Facsimile: (805) 577-6069 Name: Astrid De La Cruz
Title: First Vice President
STATE OF NEW YORK )
)ss:
COUNTY OF NEW YORK )
On the 31st day of January 2007 before me, a notary public in and for said State,
personally appeared John Hannon, known to me to be a Vice President of Citibank, N.A., a national
banking association organized under the laws of the United States of America, that executed the within
instrument, and also known to me to be the person who executed it on behalf of said national banking
association and acknowledged to me that such national banking association executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day
and year in this certificate first above written.
____________________________
Notary Public
[SEAL]
STATE OF MARYLAND )
) ss:
COUNTY OF HOWARD )
On the 31st day of January 2007 before me, a notary public in and for said State,
personally appeared Stacey Taylor, known to me to be a Vice President of Wells Fargo Bank, National
Association, a national banking association that executed the within instrument, and also known to me to
be the person who executed it on behalf of said national banking association, and acknowledged to me
that such national banking association executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day
and year in this certificate first above written.
____________________________
Notary Public
[SEAL]
STATE OF NEW YORK )
)ss:
COUNTY OF NEW YORK )
On the 31st day of January 2007 before me, a notary public in and for said State,
personally appeared Mary Haggerty, known to me to be a Vice President of Structured Asset Mortgage
Investments II Inc., one of the corporations that executed the within instrument, and also known to me
to be the person who executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day
and year in this certificate first above written.
____________________________
Notary Public
[Notarial Seal]
STATE OF CALIFORNIA )
) ss:
COUNTY OF VENTURA )
On the 31st day of January 2007 before me, a notary public in and for said State,
personally appeared Astrid De La Cruz, known to me to be the First Vice President of Treasury Bank, a
division of Countrywide Bank N.A., one of the corporations that executed the within instrument, and also
known to me to be the person who executed it on behalf of said corporation, and acknowledged to me that
such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day
and year in this certificate first above written.
____________________________
Notary Public
[Notarial Seal]
EXHIBIT ONE
FORM OF CUSTODIAN INITIAL CERTIFICATION
January 31, 2007
Citibank, N.A.
388 Greenwich Street, 14th Floor
New York, New York10013
Attn: Structured Finance-Agency & Trust, BSALTA 2007-1
Structured Asset Mortgage Investments II Inc.
383 Park Avenue
New York, New York10179
Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland21045
Attention: Bear Stearns ALT-A Trust, Mortgage Pass-Through Certificates, Series 2007-1
Re: Custodial Agreement, dated as of January 31, 2007, by and among
Citibank, N.A., Structured Asset Mortgage Investments II Inc., Wells
Fargo Bank, National Association and Treasury Bank, a division of
Countrywide Bank N.A. relating to Bear Stearns ALT-A Trust, Mortgage
Pass-Through Certificates, Series 2007-1
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned Custodial Agreement, and subject
to Section 2.02 of the Pooling and Servicing Agreement, the undersigned, as Custodian, hereby certifies
that it has received a Mortgage File (which contains an original Mortgage Note or lost note affidavit)
to the extent required in Section 2.01 of the Pooling and Servicing Agreement (other than with respect
to clause (b)(v) thereof, for which no review has been made) with respect to each Mortgage Loan listed
in the Mortgage Loan Schedule, with any exceptions listed on Schedule A attached hereto.
Capitalized words and phrases used herein shall have the respective meanings assigned
to them in the above-captioned Custodial Agreement.
TREASURY BANK, A DIVISION OF
COUNTRYWIDE BANK N.A.
By:______________________________________
Name:
Title:
SCHEDULE A TO EXHIBIT ONE
Exceptions
EXHIBIT TWO
FORM OF CUSTODIAN INTERIM CERTIFICATION
_________ ___, 200__
Citibank, N.A.
388 Greenwich Street, 14th Floor
New York, New York10013
Attn: Structured Finance-Agency & Trust, BSALTA 2007-1
Structured Asset Mortgage Investments II Inc.
383 Park Avenue
New York, New York10179
Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland21045
Attention: Bear Stearns ALT-A Trust, Mortgage Pass-Through Certificates, Series 2007-1
Re: Custodial Agreement, dated as of January 31, 2007, by and among
Citibank, N.A., Structured Asset Mortgage Investments II Inc., Wells
Fargo Bank, National Association and Treasury Bank, a division of
Countrywide Bank N.A. relating to Bear Stearns ALT-A Trust, Mortgage
Pass-Through Certificates, Series 2007-1
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned Custodial Agreement, the
undersigned, as Custodian, hereby certifies that it has received a Mortgage File to the extent required
pursuant to Section 2.01 of the Pooling and Servicing Agreement (other than with respect to clause
(b)(v) thereof, for which no review has been made) with respect to each Mortgage Loan listed in the
Mortgage Loan Schedule, and it has reviewed the Mortgage File and the Mortgage Loan Schedule and has
determined that: all required documents have been executed and received and that such documents related
to the Mortgage Loans identified on the Mortgage Loan Schedule, with any exceptions listed on Schedule A
attached hereto.
Capitalized words and phrases used herein shall have the respective meanings assigned
to them in the above-captioned Custodial Agreement.
TREASURY BANK, A DIVISION OF
COUNTRYWIDE BANK N.A.
By: ___________________________
Name:
Title:
SCHEDULE A TO EXHIBIT TWO
Exceptions
EXHIBIT THREE
FORM OF CUSTODIAN FINAL CERTIFICATION
__________ ____, 200__
Citibank, N.A.
388 Greenwich Street, 14th Floor
New York, New York10013
Attn: Structured Finance-Agency & Trust, BSALTA 2007-1
Structured Asset Mortgage Investments II Inc.
383 Park Avenue
New York, New York10179
Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland21045
Attention: Bear Stearns ALT-A Trust, Mortgage Pass-Through Certificates, Series 2007-1
Re: Custodial Agreement, dated as of January 31, 2007, by and among
Citibank, N.A., Structured Asset Mortgage Investments II Inc., Wells
Fargo Bank, National Association and Treasury Bank, a division of
Countrywide Bank N.A. relating to Bear Stearns ALT-A Trust, Mortgage
Pass-Through Certificates, Series 2007-1
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned Custodial Agreement, the
undersigned, as Custodian, hereby certifies that it has received a Mortgage File to the extent required
pursuant to Section 2.01 of the Pooling and Servicing Agreement (other than with respect to clause
(b)(v) thereof, for which no review has been made) with respect to each Mortgage Loan listed in the
Mortgage Loan Schedule, and it has reviewed the Mortgage File and the Mortgage Loan Schedule and has
determined that an original of each document related thereto required to be recorded has been returned
from the related recording office with evidence of recording thereon, or a certified copy has been
obtained from the related recording office, with any exceptions listed in Schedule A attached hereto.
Capitalized words and phrases used herein shall have the respective meanings assigned
to them in the above-captioned Custodial Agreement.
TREASURY BANK, A DIVISION OF
COUNTRYWIDE BANK N.A.
By: __________________________
Name:
Title:
SCHEDULE A TO EXHIBIT THREE
Exceptions
EXHIBIT FOUR
SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
The assessment of compliance to be delivered by the Custodian shall address, at a minimum, the
criteria identified as below as "Applicable Servicing Criteria";
-------------------------------------------------------------------------------------- ----------------------
Applicable
Servicing Criteria Servicing Criteria
----------------------- -------------------------------------------------------------- ----------------------
Reference Criteria
----------------------- -------------------------------------------------------------- ----------------------
General Servicing Considerations
----------------------- -------------------------------------------------------------- ----------------------
Policies and procedures are instituted to monitor any
performance or other triggers and events of default in
1122(d)(1)(i) accordance with the transaction agreements
----------------------- -------------------------------------------------------------- ----------------------
If any material servicing activities are outsourced to third
parties, policies and procedures are instituted to monitor
1122(d)(1)(ii) the third party's performance and compliance with such
servicing activities
----------------------- -------------------------------------------------------------- ----------------------
Any requirements in the transaction agreements to maintain a
1122(d)(1)(iii) back-up servicer for the pool assets are maintained.
----------------------- -------------------------------------------------------------- ----------------------
A fidelity bond and errors and omissions policy is in effect
on the party participating in the servicing function
throughout the reporting period in the amount of coverage
1122(d)(1)(iv) required by and otherwise in accordance with the terms of
the transaction agreements.
----------------------- -------------------------------------------------------------- ----------------------
Cash Collection and Administration
----------------------- -------------------------------------------------------------- ----------------------
Payments on pool assets are deposited into the appropriate
custodial bank accounts and related bank clearing accounts
no more than two business days following receipt and
1122(d)(2)(i) identification, or such other number of days specified in
the transaction agreements.
----------------------- -------------------------------------------------------------- ----------------------
Disbursements made via wire transfer on behalf of an obligor
1122(d)(2)(ii) or to an investor are made only by authorized personnel.
----------------------- -------------------------------------------------------------- ----------------------
Advances of funds or guarantees regarding collections, cash
flows or distributions, and any interest or other fees
charged for such advances are made, reviewed and approved as
1122(d)(2)(iii) specified in the transaction agreements.
----------------------- -------------------------------------------------------------- ----------------------
The related accounts for the transaction, such as cash
reserve accounts or accounts established as a form of
overcollateralization, are separately maintained (e.g., with
1122(d)(2)(iv) respect to commingling of cash) as set forth in the
transaction agreements.
----------------------- -------------------------------------------------------------- ----------------------
Each custodial account is maintained at a federally insured
depository institution as set forth in the transaction
agreements. For purposes of this criterion, "federally
insured depository institutions" with respect to a foreign
financial institution means a foreign financial institution
1122(d)(2)(v) that meets the requirements of Rule 13k-1(b)(1) of the
Securities Exchange Act.
----------------------- -------------------------------------------------------------- ----------------------
1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent
unauthorized access.
----------------------- -------------------------------------------------------------- ----------------------
Reconciliations are prepared on a monthly basis for all
asset-backed securities related bank accounts, including
custodial accounts and related bank clearing accounts. These
reconciliations are (A) mathematically accurate; (B)
prepared within 30 calendar days after the bank statement
cutoff date, or such other number of days specified in the
transaction agreements; (C) reviewed and approved by someone
other than the person who prepared the reconciliations; and
(D) contain explanations for reconciling items, These
1122(d)(2)(vii) reconciling items are resolved within 90 calendar days of
their original identification, or such other number of days
specified in the transaction agreements.
----------------------- -------------------------------------------------------------- ----------------------
Investor Remittances and Reporting
----------------------- -------------------------------------------------------------- ----------------------
Reports to investors, including those to be filed with the
Commission, are maintained in accordance with the
transaction agreements and applicable Commission
requirements. Specifically, such reports (A) are prepared in
accordance with timeframes and other terms set forth in the
transaction agreements, (B) provide information calculated
in accordance with the terms specified in the transaction
agreements; (C) are filed with the Commission as required by
its rules and regulations; and (D) agree with investors; or
1122(d)(3)(i) the trustee's records as to the total unpaid principal
balance and number of pool assets serviced by the servicer.
----------------------- -------------------------------------------------------------- ----------------------
Amounts due to investors are allocated and remitted in
accordance with timeframes, distribution priority and other
1122(d)(3)(ii) terms set forth in the transaction agreements.
----------------------- -------------------------------------------------------------- ----------------------
Disbursements made to an investor are posted within two
business days to the servicer's investor records, or such
1122(d)(3)(iii) other number of days specified in the transaction agreements.
----------------------- -------------------------------------------------------------- ----------------------
Amounts remitted to investors per the investor reports agree
with cancelled checks, or other form of payment, or
1122(d)(3)(iv) custodial bank statements.
----------------------- -------------------------------------------------------------- ----------------------
Pool Asset Administration
----------------------- -------------------------------------------------------------- ----------------------
Collateral or security on pool assets is maintained as X
1122(d)(4)(i) required by the transaction agreements or related asset pool
documents.
----------------------- -------------------------------------------------------------- ----------------------
Pool assets and related documents are safeguarded as X
1122(d)(4)(ii) required by the transaction agreements.
----------------------- -------------------------------------------------------------- ----------------------
Any additions, removals or substitutions to the asset pool
are made, reviewed and approved in accordance with any
1122(d)(4)(iii) conditions or requirements in the transaction agreements
----------------------- -------------------------------------------------------------- ----------------------
Payments on pool assets, including any payoffs, made in
accordance with the related pool asset documents are posted
to the servicer's obligor records maintained no more than
two business days after receipt, or such other number of
days specified in the transaction agreements, and allocated
1122(d)(4)(iv) to principal, interest or other items (e.g., escrow) in
accordance with the related pool asset documents.
----------------------- -------------------------------------------------------------- ----------------------
The servicer's records regarding the pool assets agree with
1122(d)(4)(v) the servicer's records with respect to an obligor's unpaid
principal balance.
----------------------- -------------------------------------------------------------- ----------------------
Changes with respect to the terms or status of an obligor's
pool asset (e.g., loan modifications or re-agings) are made,
reviewed and approved by authorized personnel in accordance
1122(d)(4)(vi) with the transaction agreements and related pool asset
documents.
----------------------- -------------------------------------------------------------- ----------------------
Loss mitigation of recovery actions (e.g., forbearance
plans, modifications and deed in lieu of foreclosure,
foreclosures and repossessions, as applicable) are
initiated, conducted and concluded in accordance with the
1122(d)(4)(vii) timeframes or other requirements established by the
transaction documents.
----------------------- -------------------------------------------------------------- ----------------------
Records documenting collection efforts are maintained during
the period a pool asset is delinquent in accordance with the
transaction agreements., Such records are maintained in at
least a monthly basis, or such other period specified in the
transaction agreements, and describe the entity's activities
in monitoring delinquent pool assets including, for example,
phone calls, letters and payment rescheduling plans in cases
1122(d)(4)(viii) where delinquency is deemed temporary (e.g., illness or
unemployment).
----------------------- -------------------------------------------------------------- ----------------------
Adjustments to interest rates or rates of return for pool
1122(d)(4)(ix) assets with variable rates are computed based on the
related pool asset documents.
----------------------- -------------------------------------------------------------- ----------------------
Regarding any funds held in trust for an obligor (such as
escrow accounts); (A) such funds are analyzed, in accordance
with the obligor's pool asset documents, on at least an
annual basis, or such other period specified in the
transaction agreements; (B) interest on such funds is paid,
or credited, to obligors in accordance with applicable pool
asset documents and state laws; and (C) such funds are
returned to the obligor within 3- calendar days of full
1122(d)(4)(x) repayment of the related pool asset, or such other number of
days specified in the transaction agreements.
----------------------- -------------------------------------------------------------- ----------------------
Payments made on behalf of an obligor (such as tax ore
insurance payments) are made on or before the related
penalty or expiration dates, as indicated on the appropriate
bills or notices for such payments, provided that such
support has been received by the service at least 30
1122(d)(4)(xi) calendar days prior to these dates, or such other number of
days specified in the transaction agreements.
----------------------- -------------------------------------------------------------- ----------------------
Any late payment penalties in connection with any payment to
be made on behalf of an obligor are paid from the servicer's
funds and not charged to the obligor, unless the late
1122(d)(4)(xii) payment was due to the obligor's error or omission.
----------------------- -------------------------------------------------------------- ----------------------
1122(d)(4)(xiii) Disbursements made on behalf of an obligor are posted within
two business days to the obligor's records maintained by the
servicer, or such other number of days specified in the
transaction agreements.
----------------------- -------------------------------------------------------------- ----------------------
1122(d)(4)(xiv) Delinquencies, charge-offs and uncollectible funds are
recognized and recorded in accordance with the transaction
agreements.
----------------------- -------------------------------------------------------------- ----------------------
1122(d)(4)(xv) Any external enhancement or other support, identified in
item 1114(a)(1) through (3) or item 1115 of Regulation AB,
is maintained as set forth in the transaction agreements.
----------------------- -------------------------------------------------------------- ----------------------
EXHIBIT G-2
FORM OF WELLS FARGO CUSTODIAL AGREEMENT
THIS CUSTODIAL AGREEMENT (as amended and supplemented from time to time, the
Agreement, dated as of January 31, 2007, by and among CITIBANK, N.A., as trustee (including its
successors under the Pooling and Servicing Agreement defined below, the "Trustee"), STRUCTURED ASSET
MORTGAGE INVESTMENTS II INC., as company (together with any successor in interest, the "Company"), WELLS
FARGO BANK, NATIONAL ASSOCIATION, as master servicer and securities administrator (together with any
successor in interest or successor under the Pooling and Servicing Agreement referred to below, the
"Master Servicer" or the "Securities Administrator," as applicable) and WELLS FARGO BANK, NATIONAL
ASSOCIATION, as custodian (together with any successor in interest or any successor appointed hereunder,
the "Custodian").
WITNESSETH THAT:
WHEREAS, the Company, EMC, the Master Servicer, the Securities Administrator and the
Trustee have entered into a Pooling and Servicing Agreement, dated as of January 1, 2007, relating to
the issuance of Bear Stearns ALT-A Trust, Mortgage Pass-Through Certificates, Series 2007-1 (as in
effect on the date of this agreement, the "Original Pooling and Servicing Agreement," and as amended and
supplemented from time to time, the "Pooling and Servicing Agreement"); and
WHEREAS, the Custodian has agreed to act as agent for the Trustee, on behalf of the
Certificateholders, for the purposes of receiving and holding certain documents and other instruments
relating to the mortgage loans (herein referred to as the "Mortgage Loans") listed on Schedule I
attached hereto (the "Mortgage Loan Schedule") delivered by the Company or the Master Servicer under the
Pooling and Servicing Agreement and the Servicers under their respective Servicing Agreements, all upon
the terms and conditions and subject to the limitations hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the mutual covenants and
agreements hereinafter set forth, the Trustee, the Company, the Master Servicer and the Custodian hereby
agree as follows:
ARTICLE I.
DEFINITIONS
Capitalized terms used in this Agreement and not defined herein shall have the
meanings assigned in the Original Pooling and Servicing Agreement, unless otherwise required by the
context herein.
ARTICLE II.
CUSTODY OF MORTGAGE DOCUMENTS
Section 2.1. Custodian to Act as Agent: Acceptance of Mortgage Files. The
Custodian, as the duly appointed agent of the Trustee for these purposes, acknowledges (subject to any
exceptions noted in the Initial Certification referred to in Section 2.3(a)) receipt of the Mortgage
Files relating to the Mortgage Loans identified on the schedule attached hereto and declares that it
holds and will hold such Mortgage Files as agent for the Trustee, in trust, for the use and benefit of
all present and future Certificateholders.
Section 2.2. Recordation of Assignments. If any Mortgage File relating to the
Mortgage Loans includes one or more assignments of Mortgage to the Trustee in a state which is
specifically excluded from the Opinion of Counsel delivered by the Seller to the Trustee (with a copy to
the Custodian) pursuant to the provisions of Section 2.01 of the Pooling and Servicing Agreement, each
such assignment shall be delivered, by the Custodian to the Company for the purpose of recording it in
the appropriate public office for real property records, and the Company, at no expense to the
Custodian, shall promptly cause to be recorded in the appropriate public office for real property
records each such assignment of Mortgage and, upon receipt thereof from such public office, shall return
each such assignment of Mortgage to the Custodian.
Section 2.3. Review of Mortgage Files.
(1) On or prior to the Closing Date, in accordance with Section 2.02 of the
Pooling and Servicing Agreement, the Custodian shall deliver to the Company, the Master Servicer and the
Trustee an Initial Certification in the form annexed hereto as Exhibit One evidencing receipt (subject
to any exceptions noted therein) of a Mortgage File for each of the Mortgage Loans.
(2) Within 90 days of the Closing Date (or, with respect to any Substitute
Mortgage Loans, within 5 Business Days after the receipt by the Trustee or the Custodian thereof), the
Custodian agrees, for the benefit of Certificateholders, to review, in accordance with the provisions of
Section 2.02 of the Pooling and Servicing Agreement, each such document relating to the Mortgage Loans,
and shall deliver to the Company, the Master Servicer and the Trustee an Interim Certification in the
form annexed hereto as Exhibit Two to the effect that all such documents have been executed and received
and that such documents relate to the Mortgage Loans, except for any exceptions listed on Schedule A
attached to such Interim Certification. The Custodian shall be under no duty or obligation to inspect,
review or examine said documents, instruments, certificates or other papers to determine that the same
are genuine, enforceable, or appropriate for the represented purpose or that they have actually been
recorded or that they are other than what they purport to be on their face.
(3) Not later than 180 days after the Closing Date (or, with respect to any
Substitute Mortgage Loans, within 5 Business Days after the receipt by the Trustee or the Custodian
thereof), the Custodian shall review the Mortgage Files relating to the Mortgage Loans as provided in
Section 2.02 of the Pooling and Servicing Agreement and deliver to the Company, the Master Servicer and
the Trustee a Final Certification in the form annexed hereto as Exhibit Three evidencing the
completeness of such Mortgage Files.
(4) In reviewing the Mortgage Files relating to the Mortgage Loans as provided
herein and in the Pooling and Servicing Agreement, the Custodian shall make no representation as to and
shall not be responsible to verify (i) the validity, legality, enforceability, due authorization,
recordability, sufficiency or genuineness of any of the documents included in any Mortgage File or (ii)
the collectibility, insurability, effectiveness or suitability of any of the documents in any Mortgage
File.
Upon receipt of written request from EMC, the Company, the Master Servicer or the Trustee, the
Custodian shall as soon as practicable supply the requesting party with a list of all of the documents
relating to the Mortgage Loans missing from the Mortgage Files.
Section 2.4. Notification of Breaches of Representations and Warranties. Upon
discovery by the Custodian of a breach of any representation or warranty made by the Company as set
forth in the Pooling and Servicing Agreement with respect to a Mortgage Loan relating to a Mortgage
File, the Custodian shall give prompt written notice to the Company, the Master Servicer, the related
Servicer and the Trustee.
Section 2.5. Custodian to Cooperate: Release of Mortgage Files. Upon receipt of
written notice from the Master Servicer or Trustee that EMC (the "Mortgage Loan Seller") has repurchased
a Mortgage Loan pursuant to Article II of the Pooling and Servicing Agreement, and that the purchase
price therefore has been deposited in the Master Servicer Collection Account or the Distribution
Account, then the Custodian agrees to promptly release to the Mortgage Loan Seller the related Mortgage
File.
Upon the Custodian's receipt of a request for release (a "Request for Release")
substantially in the form of Exhibit D to the Pooling and Servicing Agreement signed by a Servicing
Officer of the related Servicer stating that it has received payment in full of a Mortgage Loan or that
payment in full will be escrowed in a manner customary for such purposes, the Custodian agrees promptly
to release to the related Servicer the related Mortgage File. The Company shall deliver to the Custodian
and the Custodian agrees to accept the Mortgage Note and other documents constituting the Mortgage File
with respect to any Substitute Mortgage Loan.
From time to time as is appropriate for the servicing or foreclosure of any Mortgage
Loan, including, for this purpose, collection under any Primary Mortgage Insurance Policy, the related
Servicer shall deliver to the Custodian a Request for Release signed by a Servicing Officer requesting
that possession of all of the Mortgage File be released to the related Servicer and certifying as to the
reason for such release and that such release will not invalidate any insurance coverage provided in
respect of the Mortgage Loan under any of the Insurance Policies. Upon receipt of the foregoing, the
Custodian shall deliver the Mortgage File to the related Servicer. All Mortgage Files so released to the
related Servicer shall be held by it in trust for the Trustee for the use and benefit of all present and
future Certificateholders. The related Servicer shall cause each Mortgage File or any document therein
so released to be returned to the Custodian when the need therefore by the related Servicer no longer
exists, unless (i) the Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the
Mortgage Loan have been deposited in the Master Servicer Collection Account or the Distribution Account
or (ii) the Mortgage File or such document has been delivered to an attorney, or to a public trustee or
other public official as required by law, for purposes of initiating or pursuing legal action or other
proceedings for the foreclosure of the Mortgaged Property either judicially or non-judicially, and the
related Servicer has delivered to the Custodian a certificate of a Servicing Officer certifying as to
the name and address of the Person to which such Mortgage File or such document was delivered and the
purpose or purposes of such delivery.
At any time that a Servicer is required to deliver to the Custodian a Request for
Release, EMC or the related Servicer shall deliver two copies of the Request for Release if delivered in
hard copy or EMC or the related Servicer may furnish such Request for Release electronically to the
Custodian, in which event the Servicing Officer transmitting the same shall be deemed to have signed the
Request for Release. In connection with any Request for Release of a Mortgage File because of a
repurchase of a Mortgage Loan, such Request for Release shall be accompanied by an assignment of
mortgage, without recourse, representation or warranty from the Trustee to the Mortgage Loan Seller and
the related Mortgage Note shall be endorsed without recourse, representation or warranty by the Trustee
(unless such Mortgage Note was a MERS Loan and not endorsed to the Trustee) and be returned to the
Mortgage Loan Seller. In connection with any Request for Release of a Mortgage File because of the
payment in full of a Mortgage Loan, such Request for Release shall be accompanied by a certificate of
satisfaction or other similar instrument to be executed by or on behalf of the Trustee and returned to
EMC or the related Servicer.
Section 2.6. Assumption Agreements. In the event that any assumption agreement,
substitution of liability agreement or sale of servicing agreement is entered into with respect to any
Mortgage Loan subject to this Agreement in accordance with the terms and provisions of the Pooling and
Servicing Agreement, the Master Servicer, to the extent provided in the related Servicing Agreement,
shall cause the related Servicer to notify the Custodian that such assumption or substitution agreement
has been completed by forwarding to the Custodian the original of such assumption or substitution
agreement, which shall be added to the related Mortgage File and, for all purposes, shall be considered
a part of such Mortgage File to the same extent as all other documents and instruments constituting
parts thereof.
ARTICLE III.
CONCERNING THE CUSTODIAN
Section 3.1. Custodian as Bailee and Agent of the Trustee. With respect to each
Mortgage Note, Mortgage and other documents constituting each Mortgage File relating to the Mortgage
Loans which are delivered to the Custodian, the Custodian is exclusively the bailee and agent of the
Trustee and has no instructions to hold any Mortgage Note or Mortgage for the benefit of any person
other than the Trustee, holds such documents for the benefit of Certificateholders and undertakes to
perform such duties and only such duties as are specifically set forth in this Agreement. Except upon
compliance with the provisions of Section 2.5 of this Agreement with respect to any Mortgage Loan, no
Mortgage Note, Mortgage or Mortgage File shall be delivered by the Custodian to the Company, the
Servicers or the Master Servicer or otherwise released from the possession of the Custodian.
Section 3.2. Reserved.
Section 3.3. Custodian May Own Certificates. The Custodian in its individual or
any other capacity may become the owner or pledgee of Certificates with the same rights it would have if
it were not Custodian.
Section 3.4. Master Servicer to Pay Custodian's Fees and Expenses. The Master
Servicer covenants and agrees to pay to the Custodian from time to time, and the Custodian shall be
entitled to, reasonable compensation for all services rendered by it in the exercise and performance of
any of the powers and duties hereunder of the Custodian, and the Master Servicer will pay or reimburse
the Custodian upon its request for all reasonable expenses, disbursements and advances incurred or made
by the Custodian in accordance with any of the provisions of this Agreement (including the reasonable
compensation and the expenses and disbursements of its counsel and of all persons not regularly in its
employ), except any such expense, disbursement or advance as may arise from its negligence or bad faith
or to the extent that such cost or expense is indemnified by the Company pursuant to the Pooling and
Servicing Agreement.
Section 3.5. Custodian May Resign; Trustee May Remove Custodian. The Custodian may
resign from the obligations and duties hereby imposed upon it as such obligations and duties relate to
its acting as Custodian of the Mortgage Loans. Upon receiving such notice of resignation, the Trustee
shall either take custody of the Mortgage Files itself and give prompt written notice thereof to the
Company, the Master Servicer and the Custodian, or promptly appoint a successor Custodian by written
instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Custodian and
one copy to the successor Custodian. If the Trustee shall not have taken custody of the Mortgage Files
and no successor Custodian shall have been so appointed and have accepted appointment within 30 days
after the giving of such notice of resignation, the resigning Custodian may petition any court of
competent jurisdiction for the appointment of a successor Custodian.
The Trustee may remove the Custodian at any time with the consent of the Master
Servicer. In such event, the Trustee shall appoint, or petition a court of competent jurisdiction to
appoint, a successor Custodian hereunder. Any successor Custodian shall be a depository institution
subject to supervision or examination by federal or state authority, shall be able to satisfy the other
requirements contained in Section 3.7 and shall be unaffiliated with the Servicer or the Company.
Any resignation or removal of the Custodian and appointment of a successor Custodian
pursuant to any of the provisions of this Section 3.5 shall become effective upon acceptance of
appointment by the successor Custodian. The Trustee shall give prompt notice to the Company and the
Master Servicer of the appointment of any successor Custodian. No successor Custodian shall be appointed
by the Trustee without the prior approval of the Company and the Master Servicer.
Section 3.6. Merger or Consolidation of Custodian. Any Person into which the
Custodian may be merged or converted or with which it may be consolidated, or any Person resulting from
any merger, conversion or consolidation to which the Custodian shall be a party, or any Person
succeeding to the business of the Custodian, shall be the successor of the Custodian hereunder, without
the execution or filing of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding; provided that such successor is a depository
institution subject to supervision or examination by federal or state authority and is able to satisfy
the other requirements contained in Section 3.7 and is unaffiliated with the Master Servicer or the
Company.
Section 3.7. Representations of the Custodian. The Custodian hereby represents
that it is a depository institution subject to supervision or examination by a federal or state
authority, has a combined capital and surplus of at least $15,000,000 and is qualified to do business in
the jurisdictions in which it will hold any Mortgage File.
Section 3.8. Limitation on Liability. Neither the Custodian nor any of its
directors, officers, agents or employees, shall be liable for any action taken or omitted to be taken by
it or them hereunder or in connection herewith in good faith and reasonably believed (which belief may
be based upon the written opinion or advice of counsel selected by it in the exercise of reasonable
care) by it or them to be within the purview of this Agreement, except for its or their own negligence,
lack of good faith or willful misconduct. The Custodian and any director, officer, employee or agent of
the Custodian may rely in good faith on any document of any kind prima facie properly executed and
submitted by any person with authority with respect to any related matters arising hereunder. In no
event shall the Custodian or its directors, officers, agents and employees be held liable for any
special, indirect or consequential damages resulting from any action taken or omitted to be taken by it
or them hereunder or in connection herewith even if advised of the possibility of such damages.
Notwithstanding anything herein to the contrary, the Custodian agrees to indemnify the
Trust Fund, the Trustee and each of their respective employees, representatives, affiliates, officers,
directors and agents for any and all liabilities, obligations, losses, damages, payments, costs or
expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trustee or
Trust Fund or any such other respective Person, due to any willful misfeasance or negligent or bad faith
performance or non-performance by the Custodian of its duties and responsibilities under this Agreement;
provided, however, that the Custodian shall not be liable to any of the foregoing Persons for any amount
and any portion of any such amount directly and solely resulting from the willful misfeasance, bad faith
or negligence of such person, and the Custodian's reliance on written instructions from the Trustee or
the Master Servicer. The provisions of this Section 3.8 shall survive the termination of this Custodial
Agreement.
The Custodian and its directors, officers, employees and agents shall be entitled to
indemnification and defense from the Trust Fund for any loss, liability or expense incurred (other than
as a result of any willful misfeasance or negligent or bad-faith performance or non-performance on their
part), arising out of, or in connection with, the acceptance or administration of the custodial
arrangement created hereunder, including the costs and expenses of defending themselves against any
claim or liability in connection with the exercise or performance of any of their powers or duties
hereunder.
ARTICLE IV.
COMPLIANCE WITH REGULATION AB
Section 4.1. Intent of the parties; Reasonableness. The parties hereto
acknowledge and agree that the purpose of this Article IV is to facilitate compliance by the Company,
Master Servicer and the Securities Administrator with the provisions of Regulation AB and related rules
and regulations of the Commission. The Company, Master Servicer and the Securities Administrator shall
not exercise its right to request delivery of information or other performance under these provisions
other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange
Act and the rules and regulations of the Commission under the Securities Act and the Exchange Act. Each
of the parties hereto acknowledges that interpretations of the requirements of Regulation AB may change
over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among
participants in the mortgage-backed securities markets, advice of counsel, or otherwise, and agrees to
comply with requests made by the Company, Master Servicer and the Securities Administrator in good faith
for delivery of information under these provisions on the basis of evolving interpretations of
Regulation AB to the extent reasonably practicable. The Custodian shall cooperate reasonably with the
Company to deliver to the Company, Master Servicer and Securities Administrator (including any of their
respective assignees or designees), any and all disclosure, statements, reports, certifications, records
and any other information necessary in the reasonable, good faith determination of the Company, Master
Servicer and Securities Administrator to permit the Company, Master Servicer and Securities
Administrator to comply with the provisions of Regulation AB.
Section 4.2. Additional Representations and Warranties of the Custodian.
(1) [Reserved].
(2) The Custodian shall be deemed to represent to the Company as of the date
hereof and on each date on which information is provided to the Company under Section 4.3 that, except
as disclosed in writing to the Company prior to such date: (i) there are no aspects of its financial
condition that could have a material adverse effect on the performance by it of its Custodian
obligations under this Agreement or any other securitization transaction as to which it is the
custodian; (ii) there are no material legal or governmental proceedings pending (or known to be
contemplated) against it; and (iii) there are no affiliations, relationships or transactions relating to
the Custodian with respect to the Company or any sponsor, issuing entity, servicer, trustee, originator,
significant obligor, enhancement or support provider or other material transaction party (as such terms
are used in Regulation AB) relating to the securitization transaction contemplated by the Original
Pooling and Servicing Agreement, as identified by the Company to the Custodian in writing as of the
Closing Date (each, a "Transaction Party").
(3) If so requested by the Company on any date following the Closing Date, the
Custodian shall, within five Business Days following such request, confirm in writing the accuracy of
the representations and warranties set forth in paragraph (1) of this section or, if any such
representation and warranty is not accurate as of the date of such confirmation, provide reasonably
adequate disclosure of the pertinent facts, in writing, to the requesting party. Any such request from
the Company shall not be given more than once each calendar quarter, unless the Company shall have a
reasonable basis for a determination that any of the representations and warranties may not be accurate.
Section 4.3. Additional Information to Be Provided by the Custodian. For so long
as the Certificates are outstanding, for the purpose of satisfying the Company's reporting obligation
under the Exchange Act with respect to any class of Certificates, the Custodian shall (a) notify the
Company and the Securities Administrator in writing of any material litigation or governmental
proceedings pending against the Custodian that would be material to Certificateholders, and (b) provide
to the Company and the Securities Administrator a written description of such proceedings. Any notices
and descriptions required under this Section 4.3 shall be given no later than five Business Days prior
to the Determination Date following the month in which the Custodian has knowledge of the occurrence of
the relevant event. As of the date the Company or Securities Administrator files each Report on Form
10-D or Form 10-K with respect to the Certificates, the Custodian will be deemed to represent that any
information previously provided under this Section 4.3, if any, is materially correct and does not have
any material omissions unless the Custodian has provided an update to such information.
Section 4.4. Report on Assessment of Compliance and Attestation. On or before
March 15 of each calendar year, the Custodian shall:
(1) deliver to the Company, the Master Servicer and the Securities Administrator a
report (in form and substance reasonably satisfactory to the Company, the Master Servicer and the
Securities Administrator) regarding the Custodian's assessment of compliance with the Servicing Criteria
during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the
Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Company, the Master
Servicer and the Securities Administrator and signed by an authorized officer of the Custodian, and
shall address each of the Servicing Criteria specified on a certification substantially in the form of
Exhibit Four hereto; and
(2) deliver to the Master Servicer, the Company and the Securities Administrator,
a report of a registered public accounting firm reasonably acceptable to the Master Servicer, the
Company and the Securities Administrator, that attests to, and reports on, the assessment of compliance
made by the Custodian and delivered pursuant to the preceding paragraph. Such attestation shall be in
accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange
Act.
Section 4.5. Indemnification; Remedies.
(1) The Custodian shall indemnify the Company, each affiliate of the Company, the
Master Servicer, the Securities Administrator, the Trustee and each broker dealer acting as underwriter,
placement agent or initial purchaser of the Certificates or each Person who controls any of such parties
(within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the
respective present and former directors, officers, employees and agents of each of the foregoing, and
shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures,
legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of
them may sustain arising out of or based upon:
(i) (A) any untrue statement of a material fact contained or alleged to be
contained in any information, report, certification, accountants' attestation or other material provided
under this Article IV by or on behalf of the Custodian (collectively, the "Custodian Information"), or
(B) the omission or alleged omission to state in the Custodian Information a material fact required to
be stated in the Custodian Information or necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading; or
(ii) any failure by the Custodian to deliver any information, report,
certification, accountants' attestation or other material when and as required under this Article IV.
(2) In the case of any failure of performance described in clause (ii) of Section
4.5(1), the Custodian shall promptly reimburse the Company, the Securities Administrator and the Master
Servicer for all costs reasonably incurred by the Company in order to obtain the information, report,
certification, accountants' letter or other material not delivered as required by the Custodian.
ARTICLE V.
MISCELLANEOUS PROVISIONS
Section 5.1. Notices. All notices, requests, consents and demands and other
communications required under this Agreement or pursuant to any other instrument or document delivered
hereunder shall be in writing and, unless otherwise specifically provided, may be delivered personally,
by telegram or telex, or by registered or certified mail, postage prepaid, return receipt requested, at
the addresses specified on the signature page hereof (unless changed by the particular party whose
address is stated herein by similar notice in writing), in which case the notice will be deemed
delivered when received.
Section 5.2. Amendments. No modification or amendment of or supplement to this
Agreement shall be valid or effective unless the same is in writing and signed by all parties hereto,
and neither the Company, the Master Servicer, the Securities Administrator nor the Trustee shall enter
into any amendment hereof except as permitted by the Pooling and Servicing Agreement. The Securities
Administrator shall give prompt notice to the Custodian of any amendment or supplement to the Pooling
and Servicing Agreement and furnish the Custodian with written copies thereof.
Section 5.3. GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED A CONTRACT MADE UNDER
THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS CONFLICTS OF LAW RULES (OTHER THAN SECTION
5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW) AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH
AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
Section 5.4. Recordation of Agreement. To the extent permitted by applicable law,
this Agreement is subject to recordation in all appropriate public offices for real property records in
all the counties or other comparable jurisdictions in which any or all of the properties subject to the
Mortgages are situated, and in any other appropriate public recording office or elsewhere, such
recordation to be effected by the Company and at the Trust's expense, but only upon direction
accompanied by an Opinion of Counsel reasonably satisfactory to the Company to the effect that the
failure to effect such recordation is likely to materially and adversely affect the interests of the
Certificateholders.
For the purpose of facilitating the recordation of this Agreement as herein provided
and for other purposes, this Agreement may be executed simultaneously in any number of counterparts,
each of which counterparts shall be deemed to be an original, and such counterparts shall constitute but
one and the same instrument.
Section 5.5. Severability of Provisions. If any one or more of the covenants,
agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then
such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants,
agreements, provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates or the rights of the
holders thereof.
IN WITNESS WHEREOF, this Agreement is executed as of the date first above written.
Address: CITIBANK, N.A., as Trustee
388 Greenwich Street, 14th Floor
New York, New York10013 By:__________________________________________
Name: John Hannon
Attention: Structured Finance Agency & Trust-BSALTA 2007-1 Title: Vice President
Telecopy: (212) 816-5527
Address: STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
383 Madison Avenue By:__________________________________________
New York, New York10179 Name: Mary Haggerty
Title: Vice President
Address: WELLS FARGO BANK, NATIONAL ASSOCIATION, as Master
Servicer and Securities Administrator
9062 Old Annapolis
Columbia, Maryland21045 By:__________________________________________
Attention: BSALTA 2007-1 Name: Stacey M. Taylor
Title: Vice President
Address: WELLS FARGO BANK, NATIONAL ASSOCIATION, as Custodian
1015 10th Avenue By:__________________________________________
Minneapolis, Minnesota55414 Name: Leigh Taylor
Attention: BSALTA 2007-1 Title: Vice President
Telecopier: (612) 667-1068
STATE OF NEW YORK )
)ss.:
COUNTY OF NEW YORK )
On the 31st day of January, 2007, before me, a notary public in and for said State,
personally appeared John Hannon, known to me to be a Vice President of CITIBANK, N.A., a national
banking association that executed the within instrument, and also known to me to be the person who
executed it on behalf of said association and acknowledged to me that such association executed the
within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day
and year in this certificate first above written.
_____________________________
Notary Public
[SEAL]
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 31st day of January, 2007, before me, a notary public in and for said State,
personally appeared Leigh Taylor, known to me to be a Vice President of Wells Fargo Bank, National
Association, a national banking association that executed the within instrument, and also known to me to
be the person who executed it on behalf of said national banking association, and acknowledged to me
that such national banking association executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day
and year in this certificate first above written.
______________________________
Notary Public
[SEAL]
STATE OF NEW YORK )
)ss.:
COUNTY OF NEW YORK )
On the 31st day of January, 2007, before me, a notary public in and for said State,
personally appeared Mary Haggerty, known to me to be a Vice President of Structured Asset Mortgage
Investments II Inc., one of the companies that executed the within instrument, and also known to me to
be the person who executed it on behalf of said company, and acknowledged to me that such company
executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day
and year in this certificate first above written.
______________________________
Notary Public
[Notarial Seal]
STATE OF MARYLAND )
)ss.:
COUNTY OF HOWARD )
On the 31st day of January, 2007, before me, a notary public in and for said State,
personally appeared Stacey Taylor, known to me to be a Vice President of Wells Fargo Bank, National
Association, a national banking association that executed the within instrument, and also known to me to
be the person who executed it on behalf of said national banking association, and acknowledged to me
that such national banking association executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day
and year in this certificate first above written.
______________________________
Notary Public
[Notarial Seal]
EXHIBIT ONE
FORM OF CUSTODIAN INITIAL CERTIFICATION
__, 20__
CITIBANK, N.A. Structured Asset Mortgage
388 Greenwich Street, 14th Floor Investments II Inc.
New York, New York10013 383 Madison Avenue
Attn: Structured Finance Agency & Trust-BSALTA 2007-1 New York, New York10179
Wells Fargo Bank, National Association
9062 Old Annapolis
Columbia, Maryland21045
Attention: BSALTA 2007-1
Attention: Structured Asset Mortgage Investments II Inc.
Bear Stearns ALT-A Trust, Mortgage Pass-Through Certificates, Series 2007-1
Re: Custodial Agreement, dated as of January 31, 2007, by and
among CITIBANK, N.A., Structured Asset Mortgage Investments
II Inc. and Wells Fargo Bank, National Association relating
to Bear Stearns ALT-A Trust, Mortgage Pass-Through
Certificates, Series 2007-1
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned Custodial Agreement, and subject
to Section 2.02 of the Pooling and Servicing Agreement, the undersigned, as Custodian, hereby certifies
that it has received a Mortgage File (which contains an original Mortgage Note or lost note affidavit)
to the extent required in Section 2.01 of the Pooling and Servicing Agreement with respect to each
Mortgage Loan listed in the Mortgage Loan Schedule, with any exceptions listed on Schedule A attached
hereto.
Capitalized words and phrases used herein shall have the respective meanings assigned
to them in the above-captioned Custodial Agreement.
WELLS FARGO BANK, NATIONAL ASSOCIATION
By:___________________________________
Name:
Title:
EXHIBIT TWO
FORM OF CUSTODIAN INTERIM CERTIFICATION
_________, 20__
CITIBANK, N.A. Structured Asset Mortgage
388 Greenwich Street, 14th Floor Investments II Inc.
New York, New York10013 383 Madison Avenue
Attn: Structured Finance Agency & Trust-BSALTA 2007-1 New York, New York10179
Wells Fargo Bank, National Association
9062 Old Annapolis
Columbia, Maryland21045
Attention: BSALTA 2007-1
Attention: Structured Asset Mortgage Investments II Inc.
Bear Stearns ALT-A Trust, Mortgage Pass-Through Certificates, Series 2007-1
Re: Custodial Agreement, dated as of January 31, 2007, by and among
CITIBANK, N.A., Structured Asset Mortgage Investments II Inc.
and Wells Fargo Bank, National Association relating to Bear
Stearns ALT-A Trust, Mortgage Pass-Through Certificates, Series
2007-1
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned Custodial Agreement, the
undersigned, as Custodian, hereby certifies that it has received a Mortgage File to the extent required
pursuant to Section 2.01 of the Pooling and Servicing Agreement with respect to each Mortgage Loan
listed in the Mortgage Loan Schedule, and it has reviewed the Mortgage File and the Mortgage Loan
Schedule and has determined that: all required documents have been executed and received and that such
documents related to the Mortgage Loans identified on the Mortgage Loan Schedule, with any exceptions
listed on Schedule A attached hereto.
Capitalized words and phrases used herein shall have the respective meanings assigned
to them in the above-captioned Custodial Agreement.
WELLS FARGO BANK, NATIONAL ASSOCIATION
By:___________________________________
Name:
Title:
EXHIBIT THREE
FORM OF CUSTODIAN FINAL CERTIFICATION
__________, 20__
CITIBANK, N.A. Structured Asset Mortgage
388 Greenwich Street, 14th Floor Investments II Inc.
New York, New York10013 383 Madison Avenue
Attn: Structured Finance Agency & Trust-BSALTA 2007-1 New York, New York10179
Wells Fargo Bank, National Association
9062 Old Annapolis
Columbia, Maryland21045
Attention: BSALTA 2007-1
Attention: Structured Asset Mortgage Investments II Inc.
Bear Stearns ALT-A Trust, Mortgage Pass-Through Certificates, Series 2007-1
Re: Custodial Agreement, dated as of January 31, 2007, by and among
CITIBANK, N.A., Structured Asset Mortgage Investments II Inc.
and Wells Fargo Bank, National Association relating to Bear
Stearns ALT-A Trust, Mortgage Pass-Through Certificates, Series
2007-1
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned Custodial Agreement and subject
to Section 2.02(b) of the Pooling and Servicing Agreement, the undersigned, as Custodian, hereby
certifies that, subject to any exceptions listed on Schedule A attached hereto, it has received a
Mortgage File with respect to each Mortgage Loan listed in the Mortgage Loan Schedule containing with
respect to each such Mortgage Loan:
(i) The original Mortgage Note, endorsed without recourse (A) to the order of the
Trustee or (B) in the case of a Mortgage Loan in the MERS System, in blank, and in each case
showing an unbroken chain of endorsements from the originator thereof to the Person endorsing
it to the Trustee or a lost note affidavit together with a copy of the related Mortgage Note;
(ii) the original Mortgage and, if the related Mortgage Loan is a MOM Loan, noting the
presence of the MIN and language indicating that such Mortgage Loan is a MOM Loan, which shall
have been recorded (or if the original is not available, a copy), with evidence of such
recording indicated thereon;
(iii) unless the Mortgage Loan is a MOM Loan, a certified copy of the assignment (which
may be in the form of a blanket assignment if permitted in the jurisdiction in which the
Mortgaged Property is located) to CITIBANK, N.A., as Trustee, with evidence of recording with
respect to each Mortgage Loan in the name of the Trustee thereon;
(iv) all intervening assignments of the Security Instrument, if applicable and only to
the extent available to the Seller with evidence of recording thereon;
(v) the original or a copy of the policy or certificate of primary mortgage guaranty
insurance, to the extent available, if any,
(vi) the original policy of title insurance or mortgagee's certificate of title
insurance or commitment or binder for title insurance, and
(vii) originals of all modification agreements, if applicable and available.
Capitalized words and phrases used herein shall have the respective meanings assigned
to them in the above-captioned Custodial Agreement or in the Pooling and Servicing Agreement, as
applicable.
WELLS FARGO BANK, NATIONAL ASSOCIATION
By:___________________________________
Name:
Title:
EXHIBIT FOUR
SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
The assessment of compliance to be delivered by the Custodian shall address, at a minimum, the
criteria identified as below as "Applicable Servicing Criteria";
-------------------------------------------------------------------------------------- ----------------------
Applicable
Servicing Criteria Servicing Criteria
----------------------- -------------------------------------------------------------- ----------------------
Reference Criteria
----------------------- -------------------------------------------------------------- ----------------------
General Servicing Considerations
----------------------- -------------------------------------------------------------- ----------------------
Policies and procedures are instituted to monitor any
performance or other triggers and events of default in
1122(d)(1)(i) accordance with the transaction agreements
----------------------- -------------------------------------------------------------- ----------------------
If any material servicing activities are outsourced to third
parties, policies and procedures are instituted to monitor
1122(d)(1)(ii) the third party's performance and compliance with such
servicing activities
----------------------- -------------------------------------------------------------- ----------------------
Any requirements in the transaction agreements to maintain a
1122(d)(1)(iii) back-up servicer for the pool assets are maintained.
----------------------- -------------------------------------------------------------- ----------------------
A fidelity bond and errors and omissions policy is in effect
on the party participating in the servicing function
throughout the reporting period in the amount of coverage
1122(d)(1)(iv) required by and otherwise in accordance with the terms of
the transaction agreements.
----------------------- -------------------------------------------------------------- ----------------------
Cash Collection and Administration
----------------------- -------------------------------------------------------------- ----------------------
Payments on pool assets are deposited into the appropriate
custodial bank accounts and related bank clearing accounts
no more than two business days following receipt and
1122(d)(2)(i) identification, or such other number of days specified in
the transaction agreements.
----------------------- -------------------------------------------------------------- ----------------------
Disbursements made via wire transfer on behalf of an obligor
1122(d)(2)(ii) or to an investor are made only by authorized personnel.
----------------------- -------------------------------------------------------------- ----------------------
Advances of funds or guarantees regarding collections, cash
flows or distributions, and any interest or other fees
charged for such advances are made, reviewed and approved as
1122(d)(2)(iii) specified in the transaction agreements.
----------------------- -------------------------------------------------------------- ----------------------
The related accounts for the transaction, such as cash
reserve accounts or accounts established as a form of
overcollateralization, are separately maintained (e.g., with
1122(d)(2)(iv) respect to commingling of cash) as set forth in the
transaction agreements.
----------------------- -------------------------------------------------------------- ----------------------
Each custodial account is maintained at a federally insured
depository institution as set forth in the transaction
agreements. For purposes of this criterion, "federally
insured depository institutions" with respect to a foreign
financial institution means a foreign financial institution
1122(d)(2)(v) that meets the requirements of Rule 13k-1(b)(1) of the
Securities Exchange Act.
----------------------- -------------------------------------------------------------- ----------------------
1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent
unauthorized access.
----------------------- -------------------------------------------------------------- ----------------------
Reconciliations are prepared on a monthly basis for all
asset-backed securities related bank accounts, including
custodial accounts and related bank clearing accounts. These
reconciliations are (A) mathematically accurate; (B)
prepared within 30 calendar days after the bank statement
cutoff date, or such other number of days specified in the
transaction agreements; (C) reviewed and approved by someone
other than ther person who prepared the reconciliations; and
(D) contain explanations for reconciling items, These
1122(d)(2)(vii) reconciling items are resolved within 90 calendar days of
their original identification, or such other number of days
specified in the transaction agreements.
----------------------- -------------------------------------------------------------- ----------------------
Investor Remittances and Reporting
----------------------- -------------------------------------------------------------- ----------------------
Reports to investors, including those to be filed with the
Commission, are maintained in accordance with the
transaction agreements and applicable Commission
requirements. Specifically, such reports (A) are prepared in
accordance with timeframes and other terms set forth in the
transaction agreements, (B) provide information calculated
in accordance with the terms specified in the transaction
agreements; (C) are filed with the Commission as required by
its rules and regulations; and (D) agree with investors; or
1122(d)(3)(i) the trustee's records as to the total unpaid principal
balance and number of pool assets serviced by the servicer.
----------------------- -------------------------------------------------------------- ----------------------
Amounts due to investors are allocated and remitted in
accordance with timeframes, distribution priority and other
1122(d)(3)(ii) terms set forth in the transaction agreements.
----------------------- -------------------------------------------------------------- ----------------------
Disbursements made to an investor are posted within two
business days to the servicer's investor records, or such
1122(d)(3)(iii) other number of days specified in the transaction agreements.
----------------------- -------------------------------------------------------------- ----------------------
Amounts remitted to investors per the investor reports agree
with cancelled checks, or other form of payment, or
1122(d)(3)(iv) custodial bank statements.
----------------------- -------------------------------------------------------------- ----------------------
Pool Asset Administration
----------------------- -------------------------------------------------------------- ----------------------
Collateral or security on pool assets is maintained as X
1122(d)(4)(i) required by the transaction agreements or related asset pool
documents.
----------------------- -------------------------------------------------------------- ----------------------
Pool assets and related documents are safeguarded as X*
1122(d)(4)(ii) required by the transaction agreements.
----------------------- -------------------------------------------------------------- ----------------------
Any additions, removals or substitutions to the asset pool
are made, reviewed and approved in accordance with any
1122(d)(4)(iii) conditions or requirements in the transaction agreements
----------------------- -------------------------------------------------------------- ----------------------
Payments on pool assets, including any payoffs, made in
accordance with the related pool asset documents are posted
to the servicer's obligor records maintained no more than
two business days after receipt, or such other number of
days specified in the transaction agreements, and allocated
1122(d)(4)(iv) to principal, interest or other items (e.g., escrow) in
accordance with the related pool asset documents.
----------------------- -------------------------------------------------------------- ----------------------
The servicer's records regarding the pool assets agree with
1122(d)(4)(v) the servicer's records with respect to an obligor's unpaid
principal balance.
----------------------- -------------------------------------------------------------- ----------------------
Changes with respect to the terms or status of an obligor's
pool asset (e.g., loan modifications or re-agings) are made,
reviewed and approved by authorized personnel in accordance
1122(d)(4)(vi) with the transaction agreements and related pool asset
documents.
----------------------- -------------------------------------------------------------- ----------------------
Loss mitigation of recovery actions (e.g., forbearance
plans, modifications and deed in lieu of foreclosure,
foreclosures and repossessions, as applicable) are
initiated, conducted and concluded in accordance with the
1122(d)(4)(vii) timeframes or other requirements established by the
transaction documents.
----------------------- -------------------------------------------------------------- ----------------------
Records documenting collection efforts are maintained during
the period a pool asset is delinquent in accordance with the
transaction agreements., Such records are maintained in at
least a monthly basis, or such other period specified in the
transaction agreements, and describe the entity's activities
in monitoring delinquent pool assets including, for example,
phone calls, letters and payment rescheduling plans in cases
1122(d)(4)(viii) where delinquency is deemed temporary (e.g., illness or
unemployment).
----------------------- -------------------------------------------------------------- ----------------------
Adjustments to interest rates or rates of return for pool
1122(d)(4)(ix) assets with variable rates are computed based on the
related pool asset documents.
----------------------- -------------------------------------------------------------- ----------------------
Regarding any funds held in trust for an obligor (such as
escrow accounts); (A) such funds are analyzed, in accordance
with the obligor's pool asset documents, on at least an
annual basis, or such other period specified in the
transaction agreements; (B) interest on such funds is paid,
or credited, to obligors in accordance with applicable pool
asset documents and state laws; and (C) such funds are
returned to the obligor within 3- calendar days of full
1122(d)(4)(x) repayment of the related pool asset, or such other number of
days specified in the transaction agreements.
----------------------- -------------------------------------------------------------- ----------------------
Payments made on behalf of an obligor (such as tax ore
insurance payments) are made on or before the related
penalty or expiration dates, as indicated on the appropriate
bills or notices for such payments, provided that such
support has been received by the service at least 30
1122(d)(4)(xi) calendar days prior to these dates, or such other number of
days specified in the transaction agreements.
----------------------- -------------------------------------------------------------- ----------------------
Any late payment penalties in connection with any payment to
be made on behalf of an obligor are paid from the servicer's
funds and not charged to the obligor, unless the late
1122(d)(4)(xii) payment was due to the obligor's error or omission.
----------------------- -------------------------------------------------------------- ----------------------
1122(d)(4)(xiii) Disbursements made on behalf of an obligor are posted within
two business days to the obligor's records maintained by the
servicer, or such other number of days specified in the
transaction agreements.
----------------------- -------------------------------------------------------------- ----------------------
1122(d)(4)(xiv) Delinquencies, charge-offs and uncollectible funds are
recognized and recorded in accordance with the transaction
agreements.
----------------------- -------------------------------------------------------------- ----------------------
1122(d)(4)(xv) Any external enhancement or other support, identified in
item 1114(a)(1) through (3) or item 1115 of Regulation AB,
is maintained as set forth in the transaction agreements.
----------------------- -------------------------------------------------------------- ----------------------
______________________
* Only with respect to the logistics of adding, removing or substituting loan files.
EXHIBIT H-1
EMC Mortgage Corporation,
Purchaserand
Countrywide Home Loans, Inc.,
Company
___________________________________________________
SELLER'S WARRANTIES AND SERVICING AGREEMENT
Dated as of September 1, 2002
___________________________________________________
Residential Adjustable Rate Mortgage Loans
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES;
BOOKS AND RECORDS; DELIVERY OF DOCUMENTS
Section 2.01 Conveyance of Mortgage Loans; Possession of Mortgage Files;
Maintenance of Servicing Files.........................................................13
Section 2.02 Books and Records; Transfers of Mortgage Loans.........................................14
Section 2.03 Delivery of Documents..................................................................15
ARTICLE III
REPRESENTATIONS AND WARRANTIES;
REMEDIES AND BREACH
Section 3.01 Company Representations and Warranties.................................................16
Section 3.02 Representations and Warranties Regarding Individual Mortgage Loans.....................18
Section 3.03 Remedies for Breach of Representations and Warranties..................................27
Section 3.04 Indemnification........................................................................29
Section 3.05 Repurchase Upon Conversion.............................................................29
Section 3.06 Restrictions and Requirements Applicable in the Event
that a Mortgage Loan is Acquired by a REMIC............................................30
Section 3.07 Review of Mortgage Loans...............................................................31
ARTICLE IV
ADMINISTRATION AND SERVICING OF MORTGAGE LOANSSection 4.01 Company to Act as Servicer.............................................................32
Section 4.02 Liquidation of Mortgage Loans..........................................................34
Section 4.03 Collection of Mortgage Loan Payments...................................................35
Section 4.04 Establishment of and Deposits to Custodial Account.....................................35
Section 4.05 Permitted Withdrawals From Custodial Account...........................................37
Section 4.06 Establishment of and Deposits to Escrow Account........................................38
Section 4.07 Permitted Withdrawals From Escrow Account..............................................39
Section 4.08 Payment of Taxes, Insurance and Other Charges..........................................39
Section 4.09 Protection of Accounts.................................................................40
Section 4.10 Maintenance of Hazard Insurance........................................................40
Section 4.11 Maintenance of Mortgage Impairment Insurance...........................................42
Section 4.12 Maintenance of Fidelity Bond and Errors and Omissions Insurance........................42
Section 4.13 Inspections............................................................................43
Section 4.14 Restoration of Mortgaged Property......................................................43
Section 4.15 Maintenance of PMI and LPMI Policy; Claims.............................................43
Section 4.16 Title, Management and Disposition of REO Property......................................45
Section 4.17 Real Estate Owned Reports..............................................................46
Section 4.18 Liquidation Reports....................................................................46
Section 4.19 Reports of Foreclosures and Abandonments of Mortgaged Property.........................46
Section 4.20 Notification of Adjustments............................................................47
ARTICLE V
PAYMENTS TO PURCHASER
Section 5.01 Remittances............................................................................47
Section 5.02 Statements to Purchaser................................................................48
Section 5.03 Monthly Advances by Company............................................................48
ARTICLE VI
GENERAL SERVICING PROCEDURES
Section 6.01 Transfers of Mortgaged Property........................................................49
Section 6.02 Satisfaction of Mortgages and Release of Mortgage Files................................50
Section 6.03 Servicing Compensation.................................................................50
Section 6.04 Annual Statement as to Compliance......................................................51
Section 6.05 Annual Independent Public Accountants' Servicing Report................................51
Section 6.06 Right to Examine Company Records.......................................................51
ARTICLE VII
AGENCY TRANSFER; PASS-THROUGH TRANSFER
Section 7.01 Removal of Mortgage Loans from Inclusion Under this Agreement
Upon an Agency Transfer, or a
Pass-Through Transfer on One or More Reconstitution Dates..............................51
Section 7.02 Purchaser's Repurchase and Indemnification Obligations.................................52
ARTICLE VIII
COMPANY TO COOPERATE
Section 8.01 Provision of Information...............................................................53
Section 8.02 Financial Statements; Servicing Facility...............................................53
ARTICLE IX
THE COMPANY
Section 9.01 Indemnification; Third Party Claims....................................................54
Section 9.02 Merger or Consolidation of the Company.................................................54
Section 9.03 Limitation on Liability of Company and Others..........................................55
Section 9.04 Limitation on Resignation and Assignment by Company....................................55
ARTICLE X
DEFAULT
Section 10.01 Events of Default......................................................................56
Section 10.02 Waiver of Defaults.....................................................................57
ARTICLE XI
TERMINATION
Section 11.01 Termination............................................................................58
Section 11.02 Termination Without Cause..............................................................58
ARTICLE XII
MISCELLANEOUS PROVISIONS
Section 12.01 Successor to Company...................................................................58
Section 12.02 Amendment..............................................................................59
Section 12.03 Governing Law..........................................................................59
Section 12.04 Duration of Agreement..................................................................60
Section 12.05 Notices................................................................................60
Section 12.06 Severability of Provisions.............................................................60
Section 12.07 Relationship of Parties................................................................60
Section 12.08 Execution; Successors and Assigns......................................................60
Section 12.09 Recordation of Assignments of Mortgage.................................................61
Section 12.10 Assignment by Purchaser................................................................61
Section 12.11 No Personal Solicitation...............................................................61
EXHIBITS
EXHIBIT A MORTGAGE LOAN SCHEDULE
EXHIBIT B CONTENTS OF EACH MORTGAGE FILE
EXHIBIT C MORTGAGE LOAN DOCUMENTS
EXHIBIT D-1 FORM OF CUSTODIAL ACCOUNT
CERTIFICATION
EXHIBIT D-2 FORM OF CUSTODIAL ACCOUNT
LETTER AGREEMENT
EXHIBIT E-1 FORM OF ESCROW ACCOUNT CERTIFICATION
EXHIBIT E-2 FORM OF ESCROW ACCOUNT
LETTER AGREEMENT
EXHIBIT F FORM OF MONTHLY REMITTANCE ADVICE
EXHIBIT G FORM OF ASSIGNMENT AND ASSUMPTION
EXHIBIT H UNDERWRITING GUIDELINES
This is a Seller's Warranties and Servicing Agreement for residential adjustable rate first lien mortgage loans,
dated and effective as of September 1, 2002, and is executed between EMC Mortgage Corporation, as purchaser (the "Purchaser"), and
Countrywide Home Loans, Inc., as seller and servicer (the "Company").
W I T N E S S E T H:
WHEREAS, from time to time the Purchaser has agreed to purchase from the Company and from time to time the Company
has agreed to sell to the Purchaser certain Mortgage Loans (excluding the right to service the Mortgage Loans which the Company
expressly retains);
WHEREAS, each of the Mortgage Loans is secured by a mortgage, deed of trust or other security instrument creating a
first lien on a residential dwelling located in the jurisdiction indicated on the related Mortgage Loan Schedule, which is annexed
hereto as Exhibit A;
WHEREAS, the Company has agreed to service, from time to time, certain of the Mortgage Loans acquired by the Purchaser in
accordance with the terms and provisions of this Agreement; and
WHEREAS, the Purchaser and the Company wish to prescribe the manner of purchase of the Mortgage Loans and the management,
servicing and control of the Mortgage Loans which from time to time are subject to this Agreement.
NOW, THEREFORE, in consideration of the mutual agreements hereinafter set forth, and for other good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged, the Purchaser and the Company agree as follows:
DEFINITIONS
Whenever used herein, the following words and phrases, unless the context otherwise requires, shall have the
following meanings:
Accepted Servicing Practices: With respect to any Mortgage Loan, those mortgage servicing practices of prudent
mortgage lending institutions which service mortgage loans of the same type as such Mortgage Loan in the jurisdiction where the
related Mortgaged Property is located.
Agency Transfer: The sale or transfer by Purchaser of some or all of the Mortgage Loans to Fannie Mae under its
Cash Purchase Program or its MBS Swap Program (Special Servicing Option) or to Freddie Mac under its Freddie Mac Cash Program or Gold
PC Program, retaining the Company as "servicer thereunder".
Agreement: This Seller's Warranties and Servicing Agreement and all amendments hereof and supplements hereto.
ALTA: The American Land Title Association or any successor thereto.
Appraised Value: The value set forth in an appraisal made in connection with the origination of the related Mortgage
Loan as the value of the Mortgaged Property.
Approved Flood Certification Provider: Any provider acceptable to Fannie Mae and Freddie Mac.
Assignment and Conveyance: An Assignment and Conveyance in the form of Exhibit 6 to the Mortgage Loan Purchase
Agreement dated as of the date hereof, by and between the Seller and the Purchaser.
Assignment of Mortgage: An assignment of the Mortgage, notice of transfer or equivalent instrument in recordable
form, sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect the sale of the
Mortgage to the Purchaser.
BIF: The Bank Insurance Fund, or any successor thereto.
Business Day: Any day other than (i) a Saturday or Sunday, or (ii) a day on which banking and savings and loan
institutions in the State of New York or California are authorized or obligated by law or executive order to be closed.
Closing Date: The date set forth on the related Confirmation on which the Purchaser from time to time shall purchase
and the Company from time to time shall sell, the Mortgage Loans listed on the related Mortgage Loan Schedule.
Code: The Internal Revenue Code of 1986, as it may be amended from time to time or any successor statute thereto,
and applicable U.S. Department of the Treasury regulations issued pursuant thereto.
Company: Countrywide Home Loans, Inc., or its successor in interest or assigns, or any successor to the Company
under this Agreement appointed as herein provided.
Condemnation Proceeds: All awards or settlements in respect of a Mortgaged Property, whether permanent or
temporary, partial or entire, by exercise of the power of eminent domain or condemnation, to the extent not required to be released
to a Mortgagor in accordance with the terms of the related Mortgage Loan Documents.
Confirmation: The trade confirmation letter between the parties hereto which relates to the Mortgage Loans on the
related Closing Date.
Convertible Mortgage Loan: Any individual Mortgage Loan purchased pursuant to this Agreement which contains a
provision whereby the Mortgagor is permitted to convert the Mortgage Loan to a fixed-rate mortgage loan at any time between the first
anniversary and the fifth anniversary of the origination of the mortgage loan.
Custodial Account: The separate account or accounts created and maintained pursuant to Section 4.04.
Custodial Agreement: That certain Custodial Agreement, dated as of November 23,1999 by and between the Purchaser and
Wells Fargo Bank Minnesota, N.A.
Custodian: The Custodian under the Custodial Agreement, or its successor in interest or assigns or any successor to
the Custodian under the Custodial Agreement as provided therein.
Cut-off Date: The date set forth on the related Confirmation.
Deleted Mortgage Loan: A Mortgage Loan which is repurchased by the Company in accordance with the terms of this
Agreement and which is, in the case of a substitution pursuant to Section 3.03, replaced or to be replaced with a Qualified
Substitute Mortgage Loan.
Determination Date: The 15th day (or if such 15th day is not a Business Day, the Business Day immediately preceding
such 15th day) of the month of the related Remittance Date.
Disqualified Organization: An organization defined as such in Section 860E(e) of the Code.
Due Date: The day of the month on which the Monthly Payment is due on a Mortgage Loan, exclusive of any days of
grace. With respect to the Mortgage Loans for which payment from the Mortgagor is due on a day other than the first day of the month,
such Mortgage Loans will be treated as if the Monthly Payment is due on the first day of the month of such Due Date.
Due Period: With respect to each Remittance Date, the prior calendar month.
Eligible Investments: Any one or more of the obligations and securities listed below which investment provides for
a date of maturity not later than the Determination Date in each month:
direct obligations of, and obligations fully guaranteed by, the United States of America, or any agency or
instrumentality of the United States of America the obligations of which are backed by the full faith and credit of the
United States of America; and
federal funds, demand and time deposits in, certificates of deposits of, or bankers' acceptances issued by, any
depository institution or trust company incorporated or organized under the laws of the United States of America or any
state thereof and subject to supervision and examination by federal and/or state banking authorities, so long as at the time
of such investment or contractual commitment providing for such investment the commercial paper or other short-term debt
obligations of such depository institution or trust company (or, in the case of a depository institution or trust company
which is the principal subsidiary of a holding company, the commercial paper or other short-term debt obligations of such
holding company) are rated "P-1" by Moody's Investors Service, Inc. and the long-term debt obligations of such holding
company) are rated "P-1" by Moody's Investors Service, Inc. and the long-term debt obligations of such depository
institution or trust company (or, in the case of a depository institution or trust company which is the principal subsidiary
of a holding company, the long-term debt obligations of such holding company) are rated at least "Aa" by Moody's Investors
Service, Inc.;
investments and securities otherwise acceptable to Fannie Mae and Freddie Mac.
provided, however, that no such instrument shall be an Eligible Investment if such instrument evidences either (i) a right to receive
only interest payments with respect to the obligations underlying such instrument, or (ii) both principal and interest payments
derived from obligations underlying such instrument and the principal and interest payments with respect to such instrument provide a
yield to maturity of greater than 120% of the yield to maturity at par of such underlying obligations.
Errors and Omissions Insurance Policy: An errors and omissions insurance policy to be maintained by the Company
pursuant to Section 4.12.
Escrow Account: The separate account or accounts created and maintained pursuant to Section 4.06.
Escrow Payments: With respect to any Mortgage Loan, the amounts constituting ground rents, taxes, assessments,
water rates, sewer rents, municipal charges, mortgage insurance premiums, fire and hazard insurance premiums, condominium charges,
and any other payments required to be escrowed by the Mortgagor with the mortgagee pursuant to the Mortgage or any other related
document.
Event of Default: Any one of the conditions or circumstances enumerated in Section 10.01.
Fannie Mae: The Federal National Mortgage Association, or any successor thereto.
Fannie Mae Guides: The Fannie Mae Sellers' Guide and the Fannie Mae Servicers' Guide and all amendments or
additions thereto.
FDIC: The Federal Deposit Insurance Corporation, or any successor thereto.
Fidelity Bond: A fidelity bond to be maintained by the Company pursuant to Section 4.12.
First Remittance Date: As stated in the related Mortgage Loan Purchase Agreement.
5/1 ARM Mortgage Loan: Any individual Mortgage Loan purchased pursuant to this Agreement which contains a provision
whereby the interest rate on such Mortgage Loan is fixed for the first five (5) years of the term of the related Mortgage Loan and
which thereafter is converted to a Treasury Rate Mortgage Loan or a LIBOR Mortgage Loan except that the Periodic Rate Cap does not
apply to the initial Interest Rate Adjustment Date for the related Mortgage Loan.
Freddie Mac: The Federal Home Loan Mortgage Corporation, or any successor thereto.
GEMICO: General Electric Mortgage Insurance Corporation or any successor thereto.
Gross Margin: With respect to each Mortgage Loan, the fixed percentage amount set forth on the related Mortgage
Note, which amount is added to the Index in accordance with the terms of the related Mortgage Note to determine on each Interest Rate
Adjustment Date, the Mortgage Interest Rate for such Mortgage Loan.
Index: With respect to any individual Treasury Rate Mortgage Loan, and with respect to any individual 10/1 ARM
Mortgage Loan, 5/1 ARM Mortgage Loan or 3/1 ARM Mortgage Loan commencing from and after the 120th Monthly Payment, sixtieth Monthly
Payment, or the thirty-sixth Monthly Payment thereof, respectively, Index shall mean a rate per annum equal to the weekly average
yield on U.S. Treasury securities adjusted to a constant maturity of one year as published by the Federal Reserve Board in
statistical release No. H 15 (519) or any similar publication as available 45 days prior to the Interest Rate Adjustment Date. With
respect to any individual LIBOR Mortgage Loan, Index shall mean a rate per annum equal to the average of interbank offered rates for
twelve month U.S. dollar denominated deposits in the London market as determined as set forth in the related Mortgage Note. With
respect to any individual CD Mortgage Loan, Index shall mean a rate per annum equal to the weekly average yield on certificates of
deposit adjusted to a constant maturity of six months as published by the Federal Reserve Board in statistical release No. H 15 (519)
or similar publication as available 45 days prior to the Interest Rate Adjustment Date.
Initial Rate Cap: With respect to each Mortgage Loan and the initial Interest Rate Adjustment Date therefor, a
number of percentage points per annum that is set forth in the related Mortgage Loan Schedule and in the related Mortgage Note, which
is the maximum amount by which the Mortgage Interest Rate for such Mortgage Loan may increase or decrease from the Mortgage Interest
Rate in effect immediately prior to such Interest Rate Adjustment Date.
Insurance Proceeds: With respect to each Mortgage Loan, proceeds of insurance policies insuring the Mortgage Loan
or the related Mortgaged Property.
Interest Rate Adjustment Date: The date on which an adjustment to the Mortgage Interest Rate on a Mortgage Note
becomes effective.
LIBOR Mortgage Loan: Any individual Mortgage Loan purchased pursuant to this Agreement which contains a provision
whereby the interest rate on such Mortgage Loan is adjusted annually based upon the rate per annum equal to the average of interbank
offered rates for twelve month U.S. dollar denominated deposits in the London market as published in The Wall Street Journal.
Lifetime Mortgage Interest Rate Cap: With respect to each Mortgage Loan, the absolute maximum Mortgage Interest Rate
payable, above which the Mortgage Interest Rate cannot be adjusted. The Mortgage Interest Rate during the term of a Mortgage Loan
shall not at any time exceed the Mortgage Interest Rate at the time of origination of such Mortgage Loan by more than 5% per
Liquidation Proceeds: Cash received in connection with the liquidation of a defaulted Mortgage Loan, whether
through the sale or assignment of such Mortgage Loan, trustee's sale, foreclosure sale or otherwise, or the sale of the related
Mortgaged Property if the Mortgaged Property is acquired in satisfaction of the Mortgage Loan.
Loan-to-Value Ratio or LTV: With respect to any Mortgage Loan, the ratio of the Stated Principal Balance of the
Mortgage Loan as of the related Cut-off Date (unless otherwise indicated) to the lesser of (a) the Appraised Value of the Mortgaged
Property and (b) if the Mortgage Loan was made to finance the acquisition of the related Mortgaged Property, the purchase price of
the Mortgaged Property, expressed as a percentage.
LPMI Loan: A Mortgage Loan with a LPMI Policy.
LPMI Policy: A policy of primary mortgage guaranty insurance issued by another Qualified Insurer pursuant to
which the related premium is to be paid by the Servicer of the related Mortgage Loan from payments of interest made by the Mortgagor
in an amount as is set forth in the related Confirmation and related Mortgage Loan Schedule.
LPMI Fee: With respect to each LPMI Loan, the portion of the Mortgage Interest Rate as set forth on the related
Mortgage Loan Schedule (which shall be payable solely from the interest portion of Monthly Payments, Insurance Proceeds, Condemnation
Proceeds or Liquidation Proceeds), which, during such period prior to the required cancellation of the LPMI Policy, shall be used to
pay the premium due on the related LPMI Policy.
MERS: Mortgage Electronic Registration Systems, Inc., a corporation organized and existing under the laws of the
State of Delaware, or any successor thereto.
MERS Mortgage Loan: Any Mortgage Loan registered with MERS on the MERS System.
MERS System: The system of recording transfers of mortgages electronically maintained by MERS.
MIN: The Mortgage Identification Number for any MERS Mortgage Loan.
Monthly Advance: The portion of Monthly Payment delinquent with respect to each Mortgage Loan at the close of
business on the Determination Date required to be advanced by the Company pursuant to Section 5.03 on the Business Day immediately
preceding the Remittance Date of the related month.
Monthly Payment: The scheduled monthly payment of principal and interest on a Mortgage Loan.
Mortgage: The mortgage, deed of trust or other instrument securing a Mortgage Note, which creates a first lien on
an unsubordinated estate in fee simple in real property securing the Mortgage Note.
Mortgage File: The items pertaining to a particular Mortgage Loan referred to in Exhibit B annexed hereto, and any
additional documents required to be added to the Mortgage File pursuant to this Agreement.
Mortgage Impairment Insurance Policy: A mortgage impairment or blanket hazard insurance policy as described in
Section 4.11.
Mortgage Interest Rate: The annual rate at which Interest accrues on any Mortgage Loan as adjusted from time to time
in accordance with the provisions of the related Mortgage Note and in compliance with the related Initial Rate Cap, Lifetime Mortgage
Interest Rate Cap and Periodic Rate Cap, if any, of the related Mortgage Note.
Mortgage Loan: An individual Convertible or Non-Convertible, Treasury Rate, LIBOR, 5/1 ARM, or 3/1 ARM Mortgage Loan
which is the subject of this Agreement, each Mortgage Loan originally sold and subject to this Agreement being identified on the
Mortgage Loan Schedule, which Mortgage Loan includes without limitation the Mortgage File, the Monthly Payments, Principal
Prepayments, Liquidation Proceeds, condemnation proceeds, Insurance Proceeds, REO disposition proceeds, and all other rights,
benefits, proceeds and obligations arising from or in connection with such Mortgage Loan.
Mortgage Loan Documents: The documents listed in Exhibit C hereto.
Mortgage Loan Package: A pool of Mortgage Loans sold to the Purchaser by the Company on a Closing Date.
Mortgage Loan Remittance Rate: With respect to each Mortgage Loan, the annual rate of interest remitted to the
Purchaser, which shall be equal to the Mortgage Interest Rate minus (i) the Servicing Fee Rate and (ii) with respect to LPMI Loans,
the LPMI Fee.
Mortgage Loan Schedule: With respect to each Mortgage Loan Package, a schedule of Mortgage Loans annexed hereto as
Annex A, such schedule setting forth the following information with respect to each Mortgage Loan: (1) the Company's Mortgage Loan
identifying number; (2) the Mortgagor's name; (3) the street address of the Mortgaged Property including the city, state and zip
code; (4) a code indicating whether the Mortgaged Property is owner-occupied a second home, or an investment property; (5) the number
and type of residential units constituting the Mortgaged Property; (6) the original months to maturity; (7) the Loan-to-Value Ratio
at origination; (8) the Mortgage Interest Rate as of the Cut-off Date; (9) the date on which the initial Monthly Payment was due on
the Mortgage Loan; (10) the stated maturity date; (11) the amount of the Monthly Payment as of the Cut-off Date; (12) the last
payment date on which a payment was actually applied to the outstanding principal balance; (13) the original principal amount of the
Mortgage Loan; (14) the principal balance of the Mortgage Loan as of the close of business on the Cut-off Date, after deduction of
payments of principal due on or before the Cut-off Date whether or not collected; (15) a code indicating the purpose of the loan
(i.e., purchase, rate and term refinance, equity take-out refinance); (16) a code indicating the documentation style (i.e. full,
alternative or reduced); (17) the Interest Rate Adjustment Date; (18) the Gross Margin; (19) the lifetime maximum Mortgage Interest
Rate under the terms of the Mortgage Note; (20) the date the Mortgage Loan was originated; (21) the Periodic Rate Cap; (22) a code
indicating the company providing private mortgage insurance; (23) a code indicating if the Mortgage Loan is convertible; (24) the
Servicing Fee Rate; (25) the LPMI Fee, if any; and (26) the Initial Rate Cap. With respect to the Mortgage Loans in the aggregate,
the Mortgage Loan Schedule shall set forth the following information, as of the Cut-off Date: (1) the number of Mortgage Loans; (2)
the current aggregate outstanding principal balance of the Mortgage Loans; (3) the weighted average Mortgage Interest Rate of the
Mortgage Loans; and (4) the weighted average maturity of the Mortgage Loans. The Mortgage Loan Schedule may consist of multiple
reports that collectively set forth all of the required information.
Mortgage Note: The note or other evidence of the indebtedness of a Mortgagor secured by a Mortgage.
Mortgaged Property: The real property securing repayment of the debt evidenced by a Mortgage Note.
Mortgagor: The obligor on a Mortgage Note.
Non-Convertible Mortgage Loan: Any individual Mortgage Loan purchased pursuant to this Agreement which does not
contain a provision whereby the Mortgagor may convert the Mortgage Loan to a fixed-rate mortgage loan.
Officer's Certificate: A certificate signed by the Chairman of the Board or the Vice Chairman of the Board or the
President or a Vice President or an assistant Vice President and by the Treasurer or the Secretary or one of the Assistant Treasurers
or Assistant Secretaries of the Company, and delivered to the Purchaser as required by this Agreement.
Opinion of Counsel: A written opinion of counsel, who may be an employee of the Company, reasonably acceptable to
the Purchaser, provided that any Opinion of Counsel relating to compliance with the REMIC Provisions, must be an opinion of counsel
who (i) is in fact independent of the Company and any master servicer of the Mortgage Loans, (ii) does not have any material direct
or indirect financial interest in the Company or any master servicer of the Mortgage Loans or in an affiliate of either and (iii) is
not connected with the Company or any master servicer of the Mortgage Loans as an officer, employee, director or person performing
similar functions.
Pass-Through Transfer: The sale or transfer of some or all of the Mortgage Loans to a trust to be formed as part of
a publicly-issued and/or privately placed, rated or unrated, mortgage pass-through transaction, retaining the Company as "servicer"
(with or without a master servicer) thereunder.
Periodic Rate Cap: With respect to each Mortgage Loan, the provision of each Mortgage Note which provides for an
absolute maximum amount by which the Mortgage Interest Rate therein may increase or decrease on an Interest Rate Adjustment Date
above the Mortgage Interest Rate previously in effect, equal to the rate set forth on the Mortgage Loan Schedule per adjustment.
Person: Any individual, corporation, partnership, joint venture, association, joint-stock company, trust,
unincorporated organization, government or any agency or political subdivision thereof.
PMI: PMI Mortgage Insurance Co., or any successor thereto.
PMI Policy: A policy of primary mortgage guaranty insurance issued by a Qualified Insurer, as required by this
Agreement with respect to certain Mortgage Loans.
Pool Insurer: Any of GEMICO, PMI or UGI.
Prepayment Interest Shortfall Amount: With respect to any Mortgage Loan that was subject to a Principal Prepayment
in full or in part during any Due Period, which Principal Prepayment was applied to such Mortgage Loan prior to such Mortgage Loan's
Due Date in such Due Period, the amount of interest (net the related Servicing Fee) that would have accrued on the amount of such
Principal Prepayment during the period commencing on the date as of which such Principal Prepayment was applied to such Mortgage Loan
and ending on the day immediately preceding such Due Date, inclusive.
Prime Rate: The prime rate announced to be in effect from time to time, as published as the average rate in the
"Money Rates" section of The Wall Street Journal.
Principal Prepayment: Any payment or other recovery of principal on a Mortgage Loan which is received in advance of
its scheduled Due Date, including any prepayment penalty or premium thereon and which is not accompanied by an amount of interest
representing scheduled interest due on any date or dates in any month or months subsequent to the month of prepayment.
Principal Prepayment Period: The month preceding the month in which the related Remittance Date occurs.
Purchaser: EMC Mortgage Corporation or its successor in interest or any successor to the Purchaser under this
Agreement as herein provided.
Qualified Depository: A depository the accounts of which are insured by the FDIC through the BIF or the SAIF or the
debt obligations of which are rated AA (or the equivalent rating category) or better by national recognized statistical rating
organization.
Qualified Insurer: A mortgage guaranty insurance company duly authorized and licensed where required by law to
transact mortgage guaranty insurance business and approved as an insurer by Fannie Mae or Freddie Mac.
Qualified Substitute Mortgage Loan: A mortgage loan eligible to be substituted by the Company for a Deleted
Mortgage Loan which must, on the date of such substitution, (i) have an outstanding principal balance, after deduction of all
scheduled payments due in the month of substitution (or in the case of a substitution of more than one mortgage loan for a Deleted
Mortgage Loan, an aggregate principal balance), not in excess of the Stated Principal Balance of the Deleted Mortgage Loan; (ii) have
a Mortgage Loan Remittance Rate not less than and not more than 2% greater than the Mortgage Loan Remittance Rate of the Deleted
Mortgage Loan; (iii) have a remaining term to maturity not greater than and not more than one year less than that of the Deleted
Mortgage Loan; (iv) have a Gross Margin not less than that of the Deleted Mortgage Loan; (v) comply with each representation and
warranty set forth in Sections 3.01 and 3.02; (v) use the same Index for determining the Mortgage Interest Rate as the Deleted
Mortgage Loan; (vi) have the same provision with respect to convertibility as the Deleted Mortgage Loan; and (viii) be a REMIC
Eligible Mortgage Loan.
Rating Agency: Any of Fitch, Moody's or Standard & Poor's or their respective successors designed by the Purchaser.
Reconstitution Agreements: The agreement or agreements entered into by the Purchaser, the Company, Fannie Mae or
Freddie Mac or certain third parties on the Reconstitution Date(s) with respect to any or all of the Mortgage Loans serviced
hereunder, in connection with a Pass-Through Transfer or an Agency Transfer as set forth in Section 7.01, including, but not limited
to, (i) a Fannie Mae Mortgage Selling and Servicing Contract, a Pool Purchase Contract, and any and all servicing agreements and
tri-party agreements reasonably required by Fannie Mae with respect to a Fannie Mae Transfer, (ii) a Purchase Contract and all
purchase documents associated therewith as set forth in the Freddie Mac Sellers' & Servicers' Guide, and any and all servicing
agreements and tri-party agreements reasonably required by Freddie Mac with respect to a Freddie Mac Transfer, and (iii) a Pooling
and Servicing Agreement and/or a subservicing/master servicing agreement and related custodial/trust agreement and related documents
with respect to a Pass-Through Transfer. Such agreement or agreements shall prescribe the rights and obligations of the Company in
servicing the related Mortgage Loans and shall provide for servicing compensation to the Company (calculated on a weighted average
basis for all the related Mortgage Loans as of the Reconstitution Date), net of any guarantee fees due Fannie Mae or Freddie Mac, if
applicable, at least equal to the Servicing Fee due the Company in accordance with this Agreement or the servicing fee required
pursuant to the Reconstitution Agreement. The form of relevant Reconstitution Agreement to be entered into by the Purchaser and/or
master servicer or trustee and the Company with respect to Pass-Through Transfers shall be reasonably satisfactory in form and
substance to the Purchaser and the Company, shall not material increase the Company's obligations or diminish the Company's rights
hereunder and the representations and warranties and servicing provisions contained therein shall be substantially similar to those
contained in this Agreement, unless otherwise mutually agreed by the parties.
Reconstitution Date: The date or dates on which any or all of the Mortgage Loans serviced under this Agreement
shall be removed from this Agreement and reconstituted as part of an Agency Transfer or a Pass-Through Transfer pursuant to Section
7.01 hereof. On such date or dates, the Mortgage Loans transferred shall cease to be covered by this Agreement and the Company's
servicing responsibilities shall cease under this Agreement with respect to the related transferred Mortgage Loans.
Record Date: The close of business of the last Business Day of the month preceding the month of the related
Remittance Date.
REMIC: A "real estate mortgage investment conduit" within the meaning of Section 860D of the Code.
REMIC Documents: The document or documents creating and governing the administration of a REMIC.
REMIC Eligible Mortgage Loan: A Mortgage Loan held by a REMIC which satisfies and/or complies with all applicable
REMIC Provisions.
REMIC Provisions: Provisions of the federal income tax law relating to a REMIC, which appear at Section 860A
through 86OG of Subchapter M of Chapter 1, Subtitle A of the Code, and related provisions, and regulations, rulings or pronouncements
promulgated thereunder, as the foregoing may be in effect from time to time.
Remittance Date: The 18th day (or if such 18th day is not a Business Day, the first Business Day immediately
following) of any month, beginning with the First Remittance Date.
REO Disposition: The final sale by the Company of any REO Property.
REO Disposition Proceeds: All amounts received with respect to an REO Disposition pursuant to Section 4.16.
REO Property: A Mortgaged Property acquired by the Company on behalf of the Purchasers through foreclosure or by
deed in lieu of foreclosure, as described in Section 4.16.
Repurchase Price: With respect to any Mortgage Loan, a price equal to (i) the Stated Principal Balance of the
Mortgage Loan plus (ii) interest on such Stated Principal Balance at the Mortgage Loan Remittance Rate from the date on which
interest has last been paid and distributed to the Purchaser to the date of repurchase, less amounts received or advanced in respect
of such repurchased Mortgage Loan which are being held in the Custodial Account for distribution in the month of repurchase.
SAIF: The Savings Association Insurance Fund, or any successor thereto.
Securities Act of 1933 or the 1933 Act: The Securities Act of 1933, as amended.
Servicing Advances: All customary, reasonable and necessary "out of pocket" costs and expenses other than Monthly
Advances (including reasonable attorneys' fees and disbursements) incurred in the performance by the Company of its servicing
obligations, including, but not limited to, the cost of (a) the preservation, restoration and protection of the Mortgaged Property,
(b) any enforcement or judicial proceedings, including without limitation, foreclosures, (c) the management and liquidation of any
REO Property and (d) compliance with the obligations under Section 4.08.
Servicing Fee: With respect to each Mortgage Loan, the amount of the annual fee the Purchaser shall pay to the
Company, which shall, for a period of one full month, be equal to one-twelfth of the product of (a) the Servicing Fee Rate and (b)
the outstanding principal balance of such Mortgage Loan. Such fee shall be payable monthly, computed on the basis of the same
principal amount and period respecting which any related interest payment on a Mortgage Loan is computed. The obligation of the
Purchaser to pay the Servicing Fee is limited to, and the Servicing Fee is payable solely from, the interest portion (including
recoveries with respect to interest from Liquidation Proceeds, to the extent permitted by Section 4.05) of such Monthly Payment
collected by the Company, or as otherwise provided under Section 4.05.
Servicing Fee Rate: 0.25% per annum with respect to the period prior to the initial Interest Adjustment Date and,
for the 5/1 7/1 and 10/1 ARM Loans 0.375% thereafter.
Servicing File: With respect to each Mortgage Loan, the file retained by the Company consisting of originals of all
documents in the Mortgage File which are not delivered to the Custodian and copies of the Mortgage Loan Documents listed in Exhibit B
the originals of which are delivered to the Custodian pursuant to Section 2.01.
Servicing Officer: Any officer of the Company involved in or responsible for, the administration and servicing of
the Mortgage Loans whose name appears on a list of servicing officers furnished by the Company to the Purchaser upon request, as such
list may from time to time be amended.
7/1 ARM Mortgage Loan: Any individual Mortgage Loan purchased pursuant to this Agreement which contains a provision
whereby the interest rate on such Mortgage Loan is fixed for the first seven (7) years of the term of the related Mortgage Loan and
which thereafter is converted to a Treasury Rate Mortgage Loan or a LIBOR Mortgage Loan except that the Periodic Rate Cap does not
apply to the initial Interest Rate Adjustment Date for the related Mortgage Loan.
Stated Principal Balance: As to each Mortgage Loan, (i) the principal balance of the Mortgage Loan at the related
Cut-off Date after giving effect to payments of principal due on or before such date, whether or not received, minus (ii) all amounts
previously distributed to the Purchaser with respect to the related Mortgage Loan representing payments or recoveries of principal or
advances in lieu thereof.
Subservicer: Any Subservicer which is subservicing the Mortgage Loans pursuant to a Subservicing Agreement. Any
subservicer shall meet the qualifications set forth in Section 4.01.
Subservicing Agreement: An agreement between the Company and a Subservicer for the servicing of the Mortgage Loans.
10/1 ARM Mortgage Loan: Any individual Mortgage Loan purchased pursuant to this Agreement which contains a provision
whereby the interest rate on such Mortgage Loan is fixed for the first ten (10) years of the term of the related Mortgage Loan and
which thereafter is converted to a Treasury Rate Mortgage Loan or a LIBOR Mortgage Loan except that the Periodic Rate Cap does not
apply to the initial Interest Rate Adjustment Date for the related Mortgage Loan.
3/1 ARM Mortgage Loan: Any individual Mortgage Loan purchased pursuant to this Agreement which contains a provision
whereby the interest rate on such Mortgage Loan is fixed for the first three (3) years of the term of the related Mortgage Loan and
which thereafter is converted to a Treasury Rate Mortgage Loan or a LIBOR Mortgage Loan.
Treasury Rate Mortgage Loan: Any individual Mortgage Loan purchased pursuant to this Agreement which contains a
provision whereby the interest rate on such Mortgage Loan is adjusted based upon the weekly average yield on U.S. Treasury securities.
Underwriting Guidelines: The underwriting guidelines of the Company with respect to mortgage loans similar to the
Mortgage Loans, attached hereto as Exhibit H.
UGI: United Guaranty Residential Insurance Company or any successor thereto.
CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES;
BOOKS AND RECORDS; DELIVERY OF DOCUMENTS
Conveyance of Mortgage Loans; Possession of Mortgage Files; Maintenance of Servicing Files.
The Company, on each Closing Date, does hereby sell, transfer, assign, set over and convey to the Purchaser, without
recourse, but subject to the terms of this Agreement, all the right, title and interest of the Company in and to the Mortgage Loans
in the related Mortgage Loan Package, excluding the right to service the Mortgage Loans which the Company expressly retains. Pursuant
to Section 2.03, the Company has delivered the Mortgage Loan Documents for each Mortgage Loan in the Mortgage Loan Package to the
Custodian.
The contents of each Mortgage File not delivered to the Custodian are and shall be held in trust by the Company for
the benefit of the Purchaser as the owner thereof. The Company shall maintain a Servicing File consisting of a copy of the contents
of each Mortgage File and the originals of the documents in each Mortgage File not delivered to the Custodian. The possession of each
Servicing File by the Company is at the will of the Purchaser for the sole purpose of servicing the related Mortgage Loan, and such
retention and possession by the Company is in a custodial capacity only. Upon the sale of the Mortgage Loans the ownership of each
Mortgage Note, the related Mortgage and the related Mortgage File and Servicing File shall vest immediately in the Purchaser, and the
ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the
Company shall vest immediately in the Purchaser and shall be retained and maintained by the Company, in trust, at the will of the
Purchaser and only in such custodial capacity. Each Servicing File shall be segregated from the other books and records of the
Company and shall be marked appropriately to reflect clearly the sale of the related Mortgage Loan to the Purchaser. The Company
shall release its custody of the contents of any Servicing File only in accordance with written instructions from the Purchaser,
unless such release is required as incidental to the Company's servicing of the Mortgage Loans or is in connection with a repurchase
of any Mortgage Loan pursuant to Section 3.03, 3.05, 3.07, or 6.02.
Books and Records; Transfers of Mortgage Loans.
From and after the sale of the Mortgage Loans to the Purchaser all rights arising out of the Mortgage Loans in a
Mortgage Loan Package including but not limited to all funds received on or in connection with the Mortgage Loan, shall be received
and held by the Company in trust for the benefit of the Purchaser as owner of the Mortgage Loans, and the Company shall retain record
title to the related Mortgages for the sole purpose of facilitating the servicing and the supervision of the servicing of the
Mortgage Loans.
The sale of each Mortgage Loan in a Mortgage Loan Package shall be reflected on the Company's balance sheet and
other financial statements as a sale of assets by the Company. The Company shall be responsible for maintaining, and shall maintain,
a complete set of books and records for each Mortgage Loan which shall be marked clearly to reflect the ownership of each Mortgage
Loan by the Purchaser. In particular, the Company shall maintain in its possession, available for inspection by the Purchaser, or its
designee and shall deliver to the Purchaser upon demand, evidence of compliance with all federal, state and local laws, rules and
regulations, and requirements of Fannie Mae or Freddie Mac, including but not limited to documentation as to the method used in
determining the applicability of the provisions of the Flood Disaster Protection Act of 1973, as amended, to the Mortgaged Property,
documentation evidencing insurance coverage and eligibility of any condominium project for approval by Fannie Mae and periodic
inspection reports as required by Section 4.13. To the extent that original documents are not required for purposes of realization of
Liquidation Proceeds or Insurance Proceeds, documents maintained by the Company may be in the form of microfilm or microfiche or such
other reliable means of recreating original documents, including but not limited to, optical imagery techniques so long as the
Company complies with the requirements of the Fannie Mae Selling and Servicing Guide, as amended from time to time.
The Company shall maintain with respect to each Mortgage Loan and shall make available for inspection by any
Purchaser or its designee the related Servicing File during the time the Purchaser retains ownership of a Mortgage Loan and
thereafter in accordance with applicable laws and regulations.
The Company shall keep at its servicing office books and records in which, subject to such reasonable regulations as
it may prescribe, the Company shall note transfers of Mortgage Loans. No transfer of a Mortgage Loan may be made unless such transfer
is in compliance with the terms hereof. For the purposes of this Agreement, the Company shall be under no obligation to deal with any
person with respect to this agreement or the Mortgage Loans unless the books and records show such person as the owner of the
Mortgage Loan. The Purchaser may, subject to the terms of this Agreement, sell and transfer one or more of the Mortgage Loans,
provided, however, that (i) the transferee will not be deemed to be a Purchaser hereunder binding upon the Company unless such
transferee shall agree in writing to be bound by the terms of this Agreement and an original counterpart of the instrument of
transfer and an assignment and assumption of this Agreement in the form of Exhibit G hereto executed by the transferee shall have
been delivered to the Company, and (ii) with respect to each Mortgage Loan Package, in no event shall there be more than five Persons
at any given time having the status of "Purchaser" hereunder. The Purchaser also shall advise the Company of the transfer. Upon
receipt of notice of the transfer, the Company shall mark its books and records to reflect the ownership of the Mortgage Loans of
such assignee, and shall release the previous Purchaser from its obligations hereunder with respect to the Mortgage Loans sold or
transferred. Purchaser shall not to transfer to any assignee any pool of Mortgage Loans with a aggregate outstanding principal
balance of less than $10,000,000 without the consent of the Company; provided, however, if the Company fails to consent to the
transfer of a pool of Mortgage Loans as contemplated in this sentence, Purchaser shall have the right to purchase the servicing
rights associated with such Mortgage Loans at a price to mutually agreed to by Purchaser and Company, exercising good faith.
Delivery of Documents.
On or before the date which is agreed upon by the Purchaser and the Company in the related Confirmation, the Company
shall deliver and release to the Custodian those Mortgage Loan Documents as required by this Agreement with respect to each Mortgage
Loan in the related Mortgage Loan Package a list of which is attached to the related Assignment and Conveyance.
On or prior to the related Closing Date, the Custodian shall certify its receipt of all such Mortgage Loan Documents
required to be delivered pursuant to the Custodial Agreement, as evidenced by the Initial Certification of the Custodian in the form
annexed to the Custodial Agreement. The Company shall be responsible for maintaining the Custodial Agreement for the benefit of the
Purchaser. Purchaser shall pay all fees and expenses of the Custodian.
The Company shall forward to the Custodian original documents evidencing an assumption, modification, consolidation
or extension of any Mortgage Loan entered into in accordance with Section 4.01 or 6.01 within one week of their execution, provided,
however, that the Company shall provide the Custodian with a certified true copy of any such document submitted for recordation
within one week of its execution, and shall provide the original of any document submitted for recordation or a copy of such document
certified by the appropriate public recording office to be a true and complete copy of the original within 180 days of its submission
for recordation.
In the event an Officer's Certificate of the Company is delivered to the Custodian because of a delay caused by the
public recording office in returning any recorded document, the Company shall deliver to the Custodian, within 180 days of the
related Closing Date, an Officer's Certificate which shall (i) identify the recorded document, (ii) state that the recorded document
has not been delivered to the Custodian due solely to a delay caused by the public recording office, (iii) state the amount of time
generally required by the applicable recording office to record and return a document submitted for recordation, and (iv) specify the
date the applicable recorded document will be delivered to the Custodian. The Company shall be required to deliver to the Custodian
the applicable recorded document by the date specified in (iv) above. An extension of the date specified in (iv) above may be
requested from the Purchaser, which consent shall not be unreasonably withheld.
On or prior to the date which is three Business Days prior to the related Closing Date, the Company shall deliver to
the Purchaser the related Mortgage Loan Schedule.
REPRESENTATIONS AND WARRANTIES;
REMEDIES AND BREACH
Company Representations and Warranties.
The Company represents and warrants to the Purchaser that as of each Closing Date:
Due Organization and Authority. The Company is a corporation duly organized, validly existing and in good standing
under the laws of the State of New York and has all licenses necessary to carry on its business as now being conducted and is
licensed, qualified and in good standing in each state where a Mortgaged Property is located if the laws of such state require
licensing or qualification in order to conduct business of the type conducted by the Company, and in any event the Company is in
compliance with the laws of any such state to the extent necessary to ensure the enforceability of the related Mortgage Loan and the
servicing of such Mortgage Loan in accordance with the terms of this Agreement; the Company has the full corporate power and
authority to execute and deliver this Agreement and to perform in accordance herewith; the execution, delivery and performance of
this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Company and the consummation
of the transactions contemplated hereby have been duly and validly authorized; this Agreement evidences the valid, binding and
enforceable obligation of the Company; and all requisite corporate action has been taken by the Company to make this Agreement valid
and binding upon the Company in accordance with its terms;
Ordinary Course of Business. The consummation of the transactions contemplated by this Agreement are in the
ordinary course of business of the Company, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by
the Company pursuant to this Agreement are not subject to the bulk transfer or any similar statutory provisions in effect in any
applicable jurisdiction;
No Conflicts. Neither the execution and delivery of this Agreement, the acquisition of the Mortgage Loans by the
Company, the sale of the Mortgage Loans to the Purchaser or the transactions contemplated hereby, nor the fulfillment of or
compliance with the terms and conditions of this Agreement, will conflict with or result in a breach of any of the terms, conditions
or provisions of the Company's charter or by-laws or any legal restriction or any agreement or instrument to which the Company is now
a party or by which it is bound, or constitute a default or result in an acceleration under any of the foregoing, or result in the
violation of any law, rule, regulation, order, judgment or decree to which the Company or its property is subject, or impair the
ability of the Purchaser to realize on the Mortgage Loans, or impair the value of the Mortgage Loans;
Ability to Service. The Company is an approved seller/servicer of conventional residential mortgage loans for
Fannie Mae or Freddie Mac, with the facilities, procedures, and experienced personnel necessary for the sound servicing of mortgage
loans of the same type as the Mortgage Loans. The Company is in good standing to sell mortgage loans to and service mortgage loans
for Fannie Mae or Freddie Mac, and no event has occurred, including but not limited to a change in insurance coverage, which would
make the Company unable to comply with Fannie Mae or Freddie Mac eligibility requirements or which would require notification to
either Fannie Mae or Freddie Mac;
Reasonable Servicing Fee. The Company acknowledges and agrees that the Servicing Fee, as calculated at the
Servicing Fee Rate, represents reasonable compensation for performing such services and that the entire Servicing Fee shall be
treated by the Company, for accounting and tax purposes, as compensation for the servicing and administration of the Mortgage Loans
pursuant to this Agreement.
Ability to Perform. The Company does not believe, nor does it have any reason or cause to believe, that it cannot
perform each and every covenant contained in this Agreement. The Company is solvent and the sale of the Mortgage Loans is not
undertaken to hinder, delay or defraud any of the Company's creditors;
No Litigation Pending. There is no action, suit, proceeding or investigation pending or to the best of the
Company's knowledge threatened against the Company which, either in any one instance or in the aggregate, may result in any material
adverse change in the business, operations, financial condition, properties or assets of the Company, or in any material impairment
of the right or ability of the Company to carry on its business substantially as now conducted, or in any material liability on the
part of the Company, or which would draw into question the validity of this Agreement or the Mortgage Loans or of any action taken or
to be taken in connection with the obligations of the Company contemplated herein, or which would be likely to impair materially the
ability of the Company to perform under the terms of this Agreement;
No Consent Required. No consent, approval, authorization or order of any court or governmental agency or body is
required for the execution, delivery and performance by the Company of or compliance by the Company with this Agreement or the sale
of the Mortgage Loans as evidenced by the consummation of the transactions contemplated by this Agreement, or if required, such
approval has been obtained prior to the related Closing Date;
Selection Process. The Mortgage Loans were selected from among the adjustable rate one- to four-family mortgage
loans in the Company's portfolio at the related Closing Date as to which the representations and warranties set forth in Section 3.02
could be made and such selection was not made in a manner so as to affect adversely the interests of the Purchaser;
Pool Characteristics. With respect to each Mortgage Loan Package, the Mortgage Loan characteristics set forth on
Exhibit 2 to the related Assignment and Conveyance are true and complete.
No Untrue Information. Neither this Agreement nor any statement, report or other document furnished or to be
furnished pursuant to this Agreement or in connection with the transactions contemplated hereby contains any untrue statement of fact
or omits to state a fact necessary to make the statements contained therein not misleading;
Sale Treatment. The Company has determined that the disposition of the Mortgage Loans pursuant to this Agreement
will be afforded sale treatment for accounting and tax purposes;
Financial Statements. There has been no change in the business, operations, financial condition, properties or
assets of the Company since the date of the Company's most recent financial statements that would have a material adverse effect on
its ability to perform its obligations under this Agreement;
No Brokers' Fees. The Company has not dealt with any broker, investment banker, agent or other person that may be
entitled to any commission or compensation in connection with the sale of the Mortgage Loans;
Origination. The Company's decision to originate any mortgage loan or to deny any mortgage loan application is an
independent decision based upon Company's Underwriting Guidelines, and is in no way made as a result of Purchaser's decision to
purchase, or not to purchase, or the price Purchaser may offer to pay for, any such mortgage loan, if originated; and
MERS. The Company is a member of MERS in good standing, and will comply in all material respects with the rules and
procedures of MERS in connection with the servicing of the MERS Mortgage Loans for as long as such Mortgage Loans are registered with
MERS;
Representations and Warranties Regarding Individual Mortgage Loans.
As to each Mortgage Loan, the Company hereby represents and warrants to the Purchaser that as of the related Closing
Date:
Mortgage Loans as Described. The information set forth in each Mortgage Loan Schedule is complete, true and correct
in all material respects;
Payments Current. All payments required to be made up to the related Closing Date for the Mortgage Loan under the
terms of the Mortgage Note have been made and credited. No payment required under the Mortgage Loan has been more than 30 days
delinquent at any time in the twelve months prior to the related Closing Date. The first Monthly Payment shall be made with respect
to the Mortgage Loan on its Due Date or within the grace period, all in accordance with the terms of the related Mortgage Note;
No Outstanding Charges. There are no defaults in complying with the terms of the Mortgages, and all taxes,
governmental assessments, insurance premiums, water, sewer and municipal charges, leasehold payments or ground rents which previously
became due and owing have been paid, or an escrow of funds has been established in an amount sufficient to pay for every such item
which remains unpaid and which has been assessed but is not yet due and payable. The Company has not advanced funds, or induced,
solicited or knowingly received any advance of funds by a party other than the Mortgagor, directly or indirectly, for the payment of
any amount required under the Mortgage Loan, except for interest accruing from the date of the Mortgage Note or date of disbursement
of the Mortgage Loan proceeds, whichever is greater, to the day which precedes by one month the Due Date of the first installment of
principal and interest;
Original Terms Unmodified. The terms of the Mortgage Note and Mortgage have not been impaired, waived, altered or
modified in any respect, except by a written instrument which has been recorded, if necessary to protect the interests of the
Purchaser and which has been delivered to the Custodian. The substance of any such waiver, alteration or modification has been
approved by the issuer of any related PMI Policy and the title insurer, to the extent required by the policy, and its terms are
reflected on the related Mortgage Loan Schedule. No Mortgagor has been released, in whole or in part, except in connection with an
assumption agreement approved by the issuer of any related PMI Policy and the title insurer, to the extent required by the policy,
and which assumption agreement is part of the Mortgage Loan File delivered to the Custodian and the terms of which are reflected in
the related Mortgage Loan Schedule;
No Defenses. The Mortgage Loan is not subject to any right of rescission, set-off, counterclaim or defense,
including without limitation the defense of usury, nor will the operation of any of the terms of the Mortgage Note or the Mortgage,
or the exercise of any right thereunder, render either the Mortgage Note or the Mortgage unenforceable, in whole or in part, or
subject to any right of rescission, set-off, counterclaim or defense, including without limitation the defense of usury, and no such
right of rescission, set-off, counterclaim or defense has been asserted with respect thereto, and no Mortgagor was a debtor in any
state or federal bankruptcy or insolvency proceeding at the time the Mortgage Loan was originated;
Hazard Insurance. Pursuant to the terms of the Mortgage, all buildings or other improvements upon the Mortgaged
Property are insured by a generally acceptable insurer against loss by fire, hazards of extended coverage and such other hazards as
are customary in the area where the Mortgaged Property is located pursuant to insurance policies conforming to the requirements of
Section 4.10. If upon origination of the Mortgage Loan, the Mortgaged Property was in an area identified in the Federal Register by
the Federal Emergency Management Agency as having special flood hazards (and such flood insurance has been made available) a flood
insurance policy meeting the requirements of the current guidelines of the Federal Flood Insurance Administration is in effect which
policy conforms to the requirements of Section 4.10. All individual insurance policies contain a standard mortgagee clause naming the
Company and its successors and assigns as mortgagee, and all premiums thereon have been paid. The Mortgage obligates the Mortgagor
thereunder to maintain the hazard insurance policy at the Mortgagor's cost and expense, and on the Mortgagor's failure to do so,
authorizes the holder of the Mortgage to obtain and maintain such insurance at such Mortgagor's cost and expense, and to seek
reimbursement therefor from the Mortgagor. Where required by state law or regulation, the Mortgagor has been given an opportunity to
choose the carrier of the required hazard insurance, provided the policy is not a "master" or "blanket" hazard insurance policy
covering the common facilities of a planned unit development. The hazard insurance policy is the valid and binding obligation of the
insurer, is in full force and effect, and will be in full force and effect and inure to the benefit of the Purchaser upon the
consummation of the transactions contemplated by this Agreement. The Company has not engaged in, and has no knowledge of the
Mortgagor's or any Subservicer's having engaged in, any act or omission which would impair the coverage of any such policy, the
benefits of the endorsement provided for herein, or the validity and binding effect of either, including without limitation, no
unlawful fee, unlawful commission, unlawful kickback or other unlawful compensation or value of any kind has been or will be
received, retained or realized by any attorney, firm or other person or entity, and no such unlawful items have been received,
retained or realized by the Company;
Compliance with Applicable Laws. Any and all requirements of any federal, state or local law including, without
limitation, usury, truth-in-lending, real estate settlement procedures, consumer credit protection, equal credit opportunity or
disclosure laws applicable to the Mortgage Loan have been complied with, and the Company shall maintain in its possession, available
for the Purchaser's inspection, and shall deliver to the Purchaser upon demand, evidence of compliance with all such requirements;
No Satisfaction of Mortgage. The Mortgage has not been satisfied, canceled, subordinated or rescinded, in whole or
in part, and the Mortgaged Property has not been released from the lien of the Mortgage, in whole or in part, nor has any instrument
been executed that would effect any such release, cancellation, subordination or rescission. The Company has not waived the
performance by the Mortgagor of any action, if the Mortgagor's failure to perform such action would cause the Mortgage Loan to be in
default, nor has the Company waived any default resulting from any action or inaction by the Mortgagor;
Location and Type of Mortgaged Property. The Mortgaged Property is a fee simple property located in the state
identified in the related Mortgage Loan Schedule and consists of a parcel of real property with a detached single family residence
erected thereon, or an individual condominium unit in a low-rise condominium project, or an individual unit in a planned unit
development, provided, however, that any condominium project or planned unit development shall conform with the Company's
Underwriting Guidelines regarding such dwellings, and no residence or dwelling is a mobile home or a manufactured dwelling. No
portion of the Mortgaged Property is used for commercial purposes;
Valid First Lien. The Mortgage is a valid, subsisting, enforceable and perfected first lien on the Mortgaged
Property, including all buildings and improvements on the Mortgaged Property, and all additions, alterations and replacements made at
any time with respect to the foregoing. The lien of the Mortgage is subject only to:
the lien of current real property taxes and assessments not yet due and payable;
covenants, conditions and restrictions, rights of way, easements and other matters of the public record as of the
date of recording acceptable to mortgage lending institutions generally and specifically referred to in the lender's title
insurance policy delivered to the originator of the Mortgage Loan and (i) referred to or to otherwise considered in the
appraisal made for the originator of the Mortgage Loan or (ii) which do not adversely affect the Appraised Value of the
Mortgaged Property set forth in such appraisal; and
other matters to which like properties are commonly subject which do not materially interfere with the benefits of
the security intended to be provided by the mortgage or the use, enjoyment, value or marketability of the related Mortgaged
Property.
Any security agreement, chattel mortgage or equivalent document related to and delivered in connection with the Mortgage Loan
establishes and creates a valid, subsisting and enforceable first lien and first priority security interest on the property described
therein and the Company has full right to sell and assign the same to the Purchaser. The Mortgaged Property was not, as of the date
of origination of the Mortgage Loan, subject to a mortgage, deed of trust, deed to secured debt or other security instrument creating
a lien subordinate to the lien of the Mortgage;
Validity of Mortgage Documents. The Mortgage Note and the Mortgage are genuine, and each is the legal, valid and
binding obligation of the maker thereof enforceable in accordance with its terms. All parties to the Mortgage Note and the Mortgage
and any other related agreement had legal capacity to enter into the Mortgage Loan and to execute and deliver the Mortgage Note and
the Mortgage and any other related agreement, and the Mortgage Note and the Mortgage have been duly and properly executed by such
parties. No fraud was committed by the Company, or to the Company's knowledge by any other person including the Mortgagor, in
connection with the origination or servicing of the Mortgage Loan. The Company has reviewed all of the documents constituting the
Servicing File and has made such inquiries as it deems necessary to make and confirm the accuracy of the representations set forth
herein;
Full Disbursement of Proceeds. The Mortgage Loan has been closed and the proceeds of the Mortgage Loan have been
fully disbursed and there is no requirement for future advances thereunder, and any and all requirements as to completion of any
on-site or off-site improvement and as to disbursements of any escrow funds therefor have been complied with. All costs, fees and
expenses incurred in making or closing the Mortgage Loan and the recording of the Mortgage were paid, and the Mortgagor is not
entitled to any refund of any amounts paid or due under the Mortgage Note or Mortgage;
Ownership. The Company is the sole owner of record and holder of the Mortgage Loan. The Mortgage Loan is not
assigned or pledged, and the Company has good and marketable title thereto, and has full right to transfer and sell the Mortgage Loan
therein to the Purchaser free and clear of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security
interest, and has full right and authority subject to no interest or participation of, or agreement with, any other party, to sell
and assign each Mortgage Loan pursuant to this Agreement;
Doing Business. All parties which have had any interest in the Mortgage Loan, whether as mortgagee, assignee,
pledgee or otherwise, are (or, during the period in which they held and disposed of such interest, were) (1) in compliance with any
and all applicable licensing requirements of the laws of the state wherein the Mortgaged Property is located, and (2) organized under
the laws of such state, or (3) qualified to do business in such state, or (4) federal savings and loan associations or national banks
having principal offices in such state, or (5) not doing business in such state;
LTV, PMI Policy. Any Mortgage Loan with an LTV over 80% has a PMI Policy insuring, as to payment defaults, the
excess LTV over 71% (or such other percentage as stated in the related Confirmation) of the Appraised Value until the LTV of such
Mortgage Loan is reduced to 80%. All provisions of such PMI Policy have been and are being complied with, such policy is in full
force and effect, and all premiums due thereunder have been paid. No action, inaction, or event has occurred and no state of facts
exists that has, or will result in the exclusion from, denial of, or defense to coverage. Any Mortgage Loan subject to a PMI Policy
obligates the Mortgagor thereunder to maintain the PMI Policy and to pay all premiums and charges in connection therewith; provided,
that, with respect to LPMI Loans, the Company is obligated thereunder to maintain the LPMI Policy and to pay all premiums and charges
in connection therewith. The Mortgage Interest Rate for the Mortgage Loan as set forth on the Mortgage Loan Schedule is net of any
insurance premium excluded any premium for the LPMI Policy;
Title Insurance. The Mortgage Loan is covered by either (i) an attorney's opinion of title and abstract of title
the form and substance of which is acceptable to mortgage lending institutions making mortgage loans in the area where the Mortgaged
Property is located or (ii) an ALTA lender's title insurance policy or other generally acceptable form of policy of insurance
acceptable to Fannie Mae or Freddie Mac, issued by a title insurer acceptable to Fannie Mae or Freddie Mac and qualified to do
business in the jurisdiction where the Mortgaged Property is located, insuring the Company, its successors and assigns, as to the
first priority lien of the Mortgage in the original principal amount of the Mortgage Loan (or to the extent that a Mortgage Note
provides for negative amortization, the maximum amount of negative amortization in accordance with the Mortgage), and against any
loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of the Mortgage providing for
adjustment in the Mortgage Interest Rate and Monthly Payment, subject only to the exceptions contained in clauses (1), (2) and (3) of
paragraph (j) of this Section 3.02. Where required by state law or regulation, the Mortgagor has been given the opportunity to choose
the carrier of the required mortgage title insurance. Additionally, such lender's title insurance policy affirmatively insures
ingress and egress, and against encroachments by or upon the Mortgaged Property or any interest therein. The Company is the sole
insured of such lender's title insurance policy, and such lender's title insurance policy is in full force and effect and will be in
force and effect upon the consummation of the transactions contemplated by this Agreement. No claims have been made under such
lender's title insurance policy, and no prior holder of the Mortgage, including the Company, has done, by act or omission, anything
which would impair the coverage of such lender's title insurance policy including without limitation, no unlawful fee, commission,
kickback or other unlawful compensation or value of any kind has been or will be received, retained or realized by any attorney, firm
or other person or entity, and no such unlawful items have been received, retained or realized by the Company;
No Defaults. There is no default, breach, violation or event of acceleration existing under the Mortgage or the
Mortgage Note and no event which, with the passage of time or with notice and the expiration of any grace or cure period, would
constitute a default, breach, violation or event of acceleration, and neither the Company nor its predecessors have waived any
default, breach, violation or event of acceleration;
No Mechanics' Liens. There are no mechanics' or similar liens or claims which have been filed for work, labor or
material (and no rights are outstanding that under the law could give rise to such liens) affecting the related Mortgaged Property
which are or may be liens prior to, or equal or coordinate with, the lien of the related Mortgage;
Location of Improvements; No Encroachments. All improvements which were considered in determining the Appraised
Value of the Mortgaged Property lay wholly within the boundaries and building restriction lines of the Mortgaged Property and no
improvements on adjoining properties encroach upon the Mortgaged Property. No improvement located on or being part of the Mortgaged
Property is in violation of any applicable zoning law or regulation;
Origination; Payment Terms. The Mortgage Loan was originated by either i) the Company, which is a FNMA-approved,
FHLMC-approved and HUD-approved mortgage banker, or ii) an entity that is a FNMA-approved, FHLMC-approved and HUD-approved mortgage
banker, or a savings and loan association, a savings bank, a commercial bank or similar banking institution which is supervised and
examined by a Federal or state authority. The interest rate on the related Mortgage Note is adjusted annually in the case of
Treasury Rate Mortgage Loans and LIBOR Mortgage Loans on each Interest Rate Adjustment Date to equal the Index plus the Gross Margin,
subject to the Initial Rate Cap, Periodic Rate Cap and the Lifetime Mortgage Interest Rate Cap as set forth in the Mortgage Note. The
Mortgage Interest Rate for a 5/1 ARM Mortgage Loan and a 3/1 ARM Mortgage Loan is adjusted annually commencing from and after the
sixtieth Monthly Payment and the thirty-sixth Monthly Payment, respectively, in the same manner as a Treasury Rate Mortgage Loan and
LIBOR Mortgage Loan, provided, however, that the Periodic Rate Cap does not apply to the initial Interest Rate Adjustment Date for
such 5/1 ARM Mortgage Loan (the Initial Rate Cap does apply). The Mortgage Note is payable each month in monthly installments of
principal and interest, with interest in arrears, and requires Monthly Payments sufficient to amortize the original principal balance
of the Mortgage Loan over a term of no more than 30 years. Each Convertible Mortgage Loan contains a provision whereby the Mortgagor
is permitted to convert the Mortgage Loan to a fixed-rate mortgage loan at any time between the first and fifth anniversary of the
origination of the Mortgage Loan. No Mortgage Loan has a provision for negative amortization;
Customary Provisions. The Mortgage contains customary and enforceable provisions such as to render the rights and
remedies of the holder thereof adequate for the realization against the Mortgaged Property of the benefits of the security provided
thereby, including, (i) in the case of a Mortgage designated as a deed of trust, by trustee's sale, and (ii) otherwise by judicial
foreclosure. Upon default by a Mortgagor on a Mortgage Loan and foreclosure on, or trustee's sale of, the Mortgaged Property pursuant
to the proper procedures, the holder of the Mortgage Loan will be able to deliver good and merchantable title to the Mortgaged
Property. There is no homestead or other exemption available to a Mortgagor which would interfere with the right to sell the
Mortgaged Property at a trustee's sale or the right to foreclose the Mortgage;
Conformance with Underwriting Guidelines. The Mortgage Loan was underwritten in accordance with the Company's
Underwriting Guidelines in effect at the time the Mortgage Loan was originated.;
Occupancy of the Mortgaged Property. As of the related Closing Date the Mortgaged Property is lawfully occupied
under applicable law. All inspections, licenses and certificates required to be made or issued with respect to all occupied portions
of the Mortgaged Property and, with respect to the use and occupancy of the same, including but not limited to certificates of
occupancy and fire underwriting certificates, have been made or obtained from the appropriate authorities. The Mortgagor represented
at the time of origination of the Mortgage Loan that the Mortgagor would occupy the Mortgaged Property as the Mortgagor's primary
residence;
No Additional Collateral. The Mortgage Note is not and has not been secured by any collateral except the lien of
the corresponding Mortgage and the security interest of any applicable security agreement or chattel mortgage referred to in (j)
above;
Deeds of Trust. In the event the Mortgage constitutes a deed of trust, a trustee, duly qualified under applicable
law to serve as such, has been properly designated and currently so serves and is named in the Mortgage, and no fees or expenses are
or will become payable by the Purchasers to the trustee under the deed of trust, except in connection with a trustee's sale after
default by the Mortgagor;
Acceptable Investment. The Company has no knowledge of any circumstances or conditions with respect to the
Mortgage, the Mortgaged Property, the Mortgagor or the Mortgagor's credit standing that can reasonably be expected to cause private
institutional investors to regard the Mortgage Loan as an unacceptable investment, cause the Mortgage Loan to become delinquent, or
adversely affect the value or marketability of the Mortgage Loan;
Delivery of Mortgage Documents. The Mortgage Note, the Mortgage, the Assignment of Mortgage and any other documents
required to be delivered for the Mortgage Loan by the Company under this Agreement as set forth in Exhibit C attached hereto have
been delivered to the Custodian. The Company is in possession of a complete, true and accurate Mortgage File in compliance with
Exhibit B, except for such documents the originals of which have been delivered to the Custodian;
Condominiums/Planned Unit Developments. If the Mortgaged Property is a condominium unit or a planned unit
development (other than a de minimus planned unit development) such condominium or planned unit development project meets Company's
Underwriting Guidelines with respect to such condominium or planned unit development;
Transfer of Mortgage Loans. The Assignment of Mortgage is in recordable form and is acceptable for recording under
the laws of the jurisdiction in which the Mortgaged Property is located;
Due on Sale. The Mortgage contains an enforceable provision for the acceleration of the payment of the unpaid
principal balance of the Mortgage Loan in the event that the Mortgaged Property is sold or transferred without the prior written
consent of the Mortgagor thereunder;
No Buydown Provisions; No Graduated Payments or Contingent Interests. The Mortgage Loan does not contain provisions
pursuant to which Monthly Payments are paid or partially paid with funds deposited in any separate account established by the
Company, the Mortgagor or anyone on behalf of the Mortgagor, or paid by any source other than the Mortgagor nor does it contain any
other similar provisions currently in effect which may constitute a "buydown" provision. The Mortgage Loan is not a graduated payment
mortgage loan and the Mortgage Loan does not have a shared appreciation or other contingent interest feature;
Consolidation of Future Advances. Any future advances made prior to the related Cut-off Date have been consolidated
with the outstanding principal amount secured by the Mortgage, and the secured principal amount, as consolidated, bears a single
interest rate and single repayment term. The lien of the Mortgage securing the consolidated principal amount is expressly insured as
having first lien priority by a title insurance policy, an endorsement to the policy insuring the mortgagee's consolidated interest
or by other title evidence acceptable to Fannie Mae and Freddie Mac. The consolidated principal amount does not exceed the original
principal amount of the Mortgage Loan;
Mortgaged Property Undamaged. There is no proceeding pending or, to the best of the Company's knowledge, threatened
for the total or partial condemnation of the Mortgaged Property. The Mortgaged Property is undamaged by waste, fire, earthquake or
earth movement, windstorm, flood, tornado or other casualty so as to affect adversely the value of the Mortgaged Property as security
for the Mortgage Loan or the use for which the premises were intended; and
Collection Practices; Escrow Deposits. The origination, servicing and collection practices used with respect to
the Mortgage Loan have been in accordance with Accepted Servicing Practices, and have been in all respects in compliance with all
applicable laws and regulations. With respect to escrow deposits and Escrow Payments, all such payments are in the possession of the
Company and there exist no deficiencies in connection therewith for which customary arrangements for repayment thereof have not been
made. All Escrow Payments have been collected in full compliance with state and federal law. An escrow of funds is not prohibited by
applicable law and has been established in an amount sufficient to pay for every item which remains unpaid and which has been
assessed but is not yet due and payable. No escrow deposits or Escrow Payments or other charges or payments due the Company have been
capitalized under the Mortgage or the Mortgage Note. All Mortgage Interest Rate adjustments have been made in strict compliance with
state and federal law and the terms of the related Mortgage Note. Any interest required to be paid pursuant to state and local law
has been properly paid and credited;
Appraisal. The Mortgage File contains an appraisal of the related Mortgage Property signed prior to the approval of
the Mortgage Loan application by a qualified appraiser, duly appointed by the Company, who had no interest, direct or indirect in the
Mortgaged Property or in any loan made on the security thereof; and whose compensation is not affected by the approval or disapproval
of the Mortgage Loan, and the appraisal and appraiser both satisfy the requirements of Fannie Mae, Freddie Mac or Title XI of the
Federal Institutions Reform, Recovery, and Enforcement Act of 1989 and the regulations promulgated thereunder, all as in effect on
the date the Mortgage Loan was originated;
Soldiers' and Sailors' Relief Act. The Mortgagor has not notified the Company, and the Company has no knowledge of
any relief requested or allowed to the Mortgagor under the Soldiers' and Sailors' Civil Relief Act of 1940;
Environmental Matters. The Mortgaged Property is free from any and all toxic or hazardous substances and there
exists no violation of any local, state or federal environmental law, rule or regulation. To the best of the Company's knowledge,
there is no pending action or proceeding directly involving any Mortgaged Property of which the Company is aware in which compliance
with any environmental law, rule or regulation is an issue; and to the best of the Company's knowledge, nothing further remains to be
done to satisfy in full all requirements of each such law, rule or regulation consisting a prerequisite to use and enjoyment of said
property;
No Construction Loans. No Mortgage Loan was made in connection with (i) the construction or rehabilitation of a
Mortgaged Property or (ii) facilitating the trade-in or exchange of a Mortgaged Property;
Insurance. The Company has caused or will cause to be performed any and all acts required to preserve the rights and
remedies of the Purchaser in any insurance policies applicable to the Mortgage Loans including, without limitation, any necessary
notifications of insurers, assignments of policies or interests therein, and establishments of coinsured, joint loss payee and
mortgagee rights in favor of the Purchaser; No action, inaction, or event has occurred and no state of fact exists or has existed
that has resulted or will result in the exclusion from, denial of, or defense to coverage under any applicable pool insurance policy,
special hazard insurance policy, PMI Policy or bankruptcy bond, irrespective of the cause of such failure of coverage. In connection
with the placement of any such insurance, no commission, fee, or other compensation has been or will be received by the Company or
any designee of the Company or any corporation in which the Company or any officer, director, or employee had a financial interest at
the time of placement of such insurance;
Regarding the Mortgagor. The Mortgagor is one or more natural persons and/or trustees for an Illinois land trust or
a trustee under a "living trust" and such "living trust" is in compliance with Fannie Mae guidelines for such trusts.
Predatory Lending Regulations; High Cost Loans. None of the Mortgage Loans are classified as (a) "high cost" loans
under the Home Ownership and Equity Protection Act of 1994 or (b) "high cost,""threshold," or "predatory" loans under any other
applicable state, federal or local law.
Simple Interest Mortgage Loans. None of the Mortgage Loans are simple interest Mortgage Loans.
Single Premium Credit Life Insurance. None of the proceeds of the Mortgage Loan were used to finance single-premium
credit life insurance policies.
Tax Service ContractThe Company has obtained a life of loan, transferable real estate Tax Service Contract on
each Mortgage Loan and such contract is assignable without penalty, premium or cost to the Purchaser;
Flood Certification Contract. The Company has obtained a life of loan, transferable flood certification
contract with a Approved Flood Certification Provider for each Mortgage Loan and such contract is assignable without penalty, premium
or cost to the Purchaser;
FICO Scores. Each Mortgage Loan has a non-zero FICO score;
Prepayment Fee. With respect to each Mortgage Loan that has a prepayment fee feature, each such prepayment fee is
enforceable and will be enforced by the Company, and each prepayment penalty in permitted pursuant to federal, state and local law.
No Mortgage Loan will impose a prepayment penalty for a term in excess of five years from the date such Mortgage Loan was
originated. Except as otherwise set forth in the related Mortgage Loan Schedule, with respect to each Mortgage Loan that contains a
prepayment fee, such prepayment fee is at least equal to the lesser of (A) the maximum amount permitted under applicable law and (B)
six months interest at the related Mortgage Interest Rate on the amount prepaid in excess of 20% of the original principal balance of
such Mortgage Loan; and
Recordation. Each original Mortgage was recorded and, except for those Mortgage Loans subject to the MERS
identification system, all subsequent assignments of the original Mortgage (other than the assignment to the Purchaser) have been
recorded in the appropriate jurisdictions wherein such recordation is necessary to perfect the lien thereof as against creditors of
the Company, or is in the process of being recorded;
Leaseholds. If the Mortgaged Property is subject to a ground lease or any other type of leasehold interest, the
ground lease or other leasehold interest exceeds the remaining term of the related Mortgage Loan.
Remedies for Breach of Representations and Warranties.
It is understood and agreed that the representations and warranties set forth in Sections 3.01 and 3.02 shall
survive the sale of the Mortgage Loans to the Purchaser and the delivery of the Mortgage Loan Documents to the Custodian and shall
inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of
Mortgage or the examination or failure to examine any Mortgage File. Upon discovery by either the Company or the Purchaser of a
breach of any of the foregoing representations and warranties which materially and adversely affects the value of the Mortgage Loans
or the interest of the Purchaser, or which materially and adversely affects the interests of Purchaser in the related Mortgage Loan
in the case of a representation and warranty relating to a particular Mortgage Loan (in the case of any of the foregoing, a
"Breach"), the party discovering such Breach shall give prompt written notice to the other.
With respect to those representations and warranties which are made to the best of the Company's knowledge, if it is
discovered by the Company or the Purchaser that the substance of such representation and warranty is inaccurate and such inaccuracy
materially and adversely affects the value of the related Mortgage Loan or the interest of the Purchaser (or which materially and
adversely affects the value of a Mortgage Loan or the interests of the Purchaser in the related Mortgage Loan in the case of a
representation and warranty relating to a particular Mortgage Loan), notwithstanding the Company's lack of knowledge with respect to
the substance of such representation and warranty, such inaccuracy shall be deemed a breach of the applicable representation and
warranty.
Within 60 days of the earlier of either discovery by or notice to the Company of any Breach of a representation or
warranty, the Company shall use its best efforts promptly to cure such Breach in all material respects and, if such Breach cannot be
cured, the Company shall, at the Purchaser's option and subject to Section 3.06, repurchase such Mortgage Loan at the Repurchase
Price. In the event that a Breach shall involve any representation or warranty set forth in Section 3.01, and such Breach cannot be
cured within 60 days of the earlier of either discovery by or notice to the Company of such Breach, all of the Mortgage Loans shall,
at the Purchaser's option and subject to Section 3.06, be repurchased by the Company at the Repurchase Price. However, if the Breach
shall involve a representation or warranty set forth in Section 3.02 and the Company discovers or receives notice of any such Breach
within 120 days of the related Closing Date, the Company shall, at the Purchaser's option and provided that the Company has a
Qualified Substitute Mortgage Loan, rather than repurchase the Mortgage Loan as provided above, remove such Mortgage Loan (a "DeletedMortgage Loan") and substitute in its place a Qualified Substitute Mortgage Loan or Loans, provided that any such substitution shall
be effected not later than 120 days after the related Closing Date. If the Company has no Qualified Substitute Mortgage Loan, it
shall repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan or Loans pursuant to the foregoing provisions of this
Section 3.03 shall be accomplished by deposit in the Custodial Account of the amount of the Repurchase Price for distribution to
Purchaser on the next scheduled Remittance Date, after deducting therefrom any amount received in respect of such repurchased
Mortgage Loan or Loans and being held in the Custodial Account for future distribution.
At the time of repurchase or substitution, the Purchaser and the Company shall arrange for the reassignment of the
Deleted Mortgage Loan to the Company and the delivery to the Company of any documents held by the Custodian relating to the Deleted
Mortgage Loan. In the event of a repurchase or substitution, the Company shall, simultaneously with such reassignment, give written
notice to the Purchaser that such repurchase or substitution has taken place, amend the related Mortgage Loan Schedule to reflect the
withdrawal of the Deleted Mortgage Loan from this Agreement, and, in the case of substitution, identify a Qualified Substitute
Mortgage Loan and amend the related Mortgage Loan Schedule to reflect the addition of such Qualified Substitute Mortgage Loan to this
Agreement. In connection with any such substitution, the Company shall be deemed to have made as to such Qualified Substitute
Mortgage Loan the representations and warranties set forth in this Agreement except that all such representations and warranties set
forth in this Agreement shall be deemed made as of the date of such substitution. The Company shall effect such substitution by
delivering to the Custodian for such Qualified Substitute Mortgage Loan the documents required by Section 2.03, with the Mortgage
Note endorsed as required by Section 2.03. No substitution will be made in any calendar month after the Determination Date for such
month. The Company shall deposit in the Custodial Account the Monthly Payment less the Servicing Fee due on such Qualified Substitute
Mortgage Loan or Loans in the month following the date of such substitution. Monthly Payments due with respect to Qualified
Substitute Mortgage Loans in the month of substitution shall be retained by the Company. For the month of substitution, distributions
to Purchaser shall include the Monthly Payment due on any Deleted Mortgage Loan in the month of substitution, and the Company shall
thereafter be entitled to retain all amounts subsequently received by the Company in respect of such Deleted Mortgage Loan.
For any month in which the Company substitutes a Qualified Substitute Mortgage Loan for a Deleted Mortgage Loan, the
Company shall determine the amount (if any) by which the aggregate principal balance of all Qualified Substitute Mortgage Loans as of
the date of substitution is less than the aggregate Stated Principal Balance of all Deleted Mortgage Loans (after application of
scheduled principal payments due in the month of substitution). The amount of such shortfall shall be distributed by the Company in
the month of substitution pursuant to Section 5.01. Accordingly, on the date of such substitution, the Company shall deposit from its
own funds into the Custodial Account an amount equal to the amount of such shortfall.
Any cause of action against the Company relating to or arising out of the Breach of any representations and
warranties made in Sections 3.01 and 3.02 shall accrue as to any Mortgage Loan upon (i) discovery of such Breach by the Purchaser or
notice thereof by the Company to the Purchaser, (ii) failure by the Company to cure such Breach or repurchase such Mortgage Loan as
specified above, and (iii) demand upon the Company by the Purchaser for compliance with this Agreement.
Indemnification.
The Company agrees to indemnify the Purchaser and hold it harmless from and against any and all claims, losses,
damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the
Purchaser may sustain in any way related any assertion based on, grounded upon resulting from a Breach of any of the Company's
representations and warranties contained herein. In addition to the obligations of the Company set forth in this Section 3.04, the
Purchaser may pursue any and all remedies otherwise available at law or in equity, including, but not limited to, the right to seek
damages. The provisions of this Section 3.04 shall survive termination of this Agreement.
It is understood and agreed that the obligations of the Company set forth in Sections 3.03 and 3.04 to cure,
substitute for or repurchase a defective Mortgage Loan and to indemnify the Purchaser constitute the sole remedies of the Purchaser
respecting a Breach of the foregoing representations and warranties.
Repurchase Upon Conversion.
In the event the Mortgagor under any Convertible Mortgage Loan elects to convert said Mortgage Loan to a fixed rate mortgage
loan, as provided in the related Mortgage Note, then the Company shall repurchase the related Mortgage Loan in the month the
conversion takes place and in the manner prescribed in Section 3.04 at the Repurchase Price.
Restrictions and Requirements Applicable in the Event
that a Mortgage Loan is Acquired by a REMIC
In the event that any Mortgage Loan is held by a REMIC, notwithstanding any contrary provision of this Agreement,
the following provisions shall be applicable to such Mortgage Loan:
Repurchase of Mortgage Loans.
With respect to any Mortgage Loan that is not in default or as to which no default is imminent, no repurchase or
substitution pursuant to Subsection 3.03, 3.05, 3.07 or 7.02 shall be made, unless, if so required by the applicable REMIC Documents
the Company has obtained an Opinion of Counsel to the effect that such repurchase will not (i) result in the imposition of taxes on
"prohibited transactions" of such REMIC (as defined in Section 860F of the Code) or otherwise subject the REMIC to tax, or (ii) cause
the REMIC to fail to qualify as a REMIC at any time.
General Servicing Obligations.
The Company shall sell any REO Property within two years after its acquisition by the REMIC unless (i) the Company
applies for an extension of such two-year period from the Internal Revenue Service pursuant to the REMIC Provisions and Code Section
856(e)(3), in which event such REO Property shall be sold within the applicable extension period, or (ii) the Company obtains for the
Purchaser an Opinion of Counsel, addressed to the Purchaser and the Company, to the effect that the holding by the REMIC of such REO
Property subsequent to such two year period will not result in the imposition of taxes on "prohibited transactions" as defined in
Section 860F of the Code or cause the REMIC to fail to qualify as a REMIC under the REMIC Provisions or comparable provisions of
relevant state laws at any time. The Company shall manage, conserve, protect and operate each REO Property for the Purchaser solely
for the purpose of its prompt disposition and sale in a manner which does not cause such REO Property to fail to qualify as
"foreclosure property" within the meaning of Section 860G(a)(8) or result in the receipt by the REMIC of any "income from
non-permitted assets" within the meaning of Section 860F(a)(2)(B) of the Code or any "net income from foreclosure property" which is
subject to taxation under Section 860G(a)(1) of the Code. Pursuant to its efforts to sell such REO Property, the Company shall either
itself or through an agent selected by the Company protect and conserve such REO Property in the same manner and to such extent as is
customary in the locality where such REO Property is located and may, incident to its conservation and protection of the interests of
the Purchaser, rent the same, or any part thereof, as the Company deems to be in the best interest of the Company and the Purchaser
for the period prior to the sale of such REO Property; provided, however, that any rent received or accrued with respect to such REO
Property qualifies as "rents from real property" as defined in Section 856(d) of the Code.
Additional Covenants.
In addition to the provision set forth in this Section 3.06, if a REMIC election is made with respect to the
arrangement under which any of the Mortgage Loans or REO Properties are held, then, with respect to such Mortgage Loans and/or REO
Properties, and notwithstanding the terms of this Agreement, the Company shall not take any action, cause the REMIC to take any
action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case
may be, could (i) endanger the status of the REMIC as a REMIC or (ii) result in the imposition of a tax upon the REMIC (including but
not limited to the tax on "prohibited transactions" as defined in Section 860F(a)(2) of the Code and the tax on "contributions" to a
REMIC set forth in Section 860G(d) of the Code) unless the Company has received an Opinion of Counsel (at the expense of the party
seeking to take such action) to the effect that the contemplated action will not endanger such REMIC status or result in the
imposition of any such tax.
If a REMIC election is made with respect to the arrangement under which any Mortgage Loans or REO Properties are
held, the Company shall amend this Agreement such that it will meet all Rating Agency requirements.
Review of Mortgage Loans
From the related Closing Date until the date 15 days after the related Closing Date, the Purchaser shall have the
right to review the Mortgage Files and obtain BPOs and other property evaluations on the Mortgaged Properties relating to the
Mortgage Loans purchased on the related Closing Date, with the results of such BPO or property evaluation reviews to be communicated
to the Company for a period up to 15 days after the related Closing Date. In addition, the Purchaser shall have the right to reject
any Mortgage Loan which in the Purchaser's sole determination (i) fails to conform to the Underwriting Guidelines, (ii) the value of
the Mortgaged Property pursuant to any BPO or property evaluation varies by more than plus or minus 15% from the lesser of (A) the
original appraised value of the Mortgage Property or (B) the purchase price of the Mortgaged Property as of the date of origination
(a "Value Issue"), (iii) the Mortgage Loan is underwritten without verification of the Borrower's income and assets and there is no
credit report and credit score or (iv) the Purchaser deems the Mortgage Loan not to be an acceptable credit risk. The Company shall
repurchase the rejected Mortgage Loan in the manner prescribed in Section 3.03 upon receipt of notice from the Purchaser of the
rejection of such Mortgage Loan; provided, that, in the event that the Purchaser rejects a Mortgage Loan due to a Value Issue, the
Company may submit to the Purchaser an additional property evaluation for purposes of demonstrating that the Mortgage Loan does not
have a Value Issue. If the Purchaser and the Company fail to resolve such Value Issue within two weeks of the Purchaser presenting
such Value Issue to the Company, then Company shall have the right to promptly (a) substitute such Mortgage Loan with a Qualified
Substitute Mortgage Loan meeting all the terms hereof, or (b) repurchase such Mortgage Loan in the manner prescribed in Section
3.03. Any rejected Mortgage Loan shall be removed from the terms of this Agreement. The Company shall make available all files
required by Purchaser in order to complete its review, including capturing all CRA/HMDA required data fields. Any review performed
by the Purchaser prior to the related Closing Date does not limit the Purchaser's rights or the Company's obligations under this
section. To the extent that the Purchaser's review discloses that the Mortgage Loans do not conform to the Underwriting Guidelines or
the terms set forth in the Purchaser Price and Terms Letter, the Purchaser may in its sole discretion increase its due diligence
review and obtain additional BPO's or other property evaluations. The additional review may be for any reason including but not
limited to credit quality, property valuations, and data integrity.
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Company to Act as Servicer.
The Company shall service and administer the Mortgage Loans and shall have full power and authority, acting alone,
to do any and all things in connection with such servicing and administration which the Company may deem necessary or desirable,
consistent with the terms of this Agreement and with Accepted Servicing Practices.
Consistent with the terms of this Agreement, the Company may waive, modify or vary any term of any Mortgage
Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if
in the Company's reasonable and prudent determination such waiver, modification, postponement or indulgence is not materially
adverse to the Purchasers, provided, however, that the Company shall not make any future advances with respect to a Mortgage Loan
and (unless the Mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the Company,
imminent and the Company has obtained the prior written consent of the Purchaser) the Company shall not permit any modification
of any material term of any Mortgage Loan including any modifications that would change the Mortgage Interest Rate change the
Index, Lifetime Mortgage Interest Rate Cap, Initial Rate Cap or Gross Margin of any Mortgage Loan, defer or forgive the payment
of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal) or
change the final maturity date on such Mortgage Loan. In the event of any such modification which permits the deferral of
interest or principal payments on any Mortgage Loan, the Company shall, on the Business Day immediately preceding the Remittance
Date in any month in which any such principal or interest payment has been deferred, deposit in the Custodial Account from its
own funds, in accordance with Section 5.03, the difference between (a) such month's principal and one month's interest at the
Mortgage Loan Remittance Rate on the unpaid principal balance of such Mortgage Loan and (b) the amount paid by the Mortgagor. The
Company shall be entitled to reimbursement for such advances to the same extent as for all other advances made pursuant to
Section 5.03. Without limiting the generality of the foregoing, the Company shall continue, and is hereby authorized and
empowered, to execute and deliver on behalf of itself and the Purchasers, all instruments of satisfaction or cancellation, or of
partial or full release, discharge and all other comparable instruments, with respect to the Mortgage Loans and with respect to
the Mortgaged Properties. If reasonably required by the Company, the Purchaser shall furnish the Company with any powers of
attorney and other documents necessary or appropriate to enable the Company to carry out its servicing and administrative duties
under this Agreement.
In servicing and administering the Mortgage Loans, the Company shall employ procedures (including collection
procedures) and exercise the same care that it customarily employs and exercises in servicing and administering mortgage loans for
its own account, giving due consideration to Accepted Servicing Practices where such practices do not conflict with the requirements
of this Agreement, and the Purchaser's reliance on the Company.
The Mortgage Loans may be subserviced by the Subservicer on behalf of the Company provided that the Subservicer is a
Fannie Mae-approved lender or a Freddie Mac seller/servicer in good standing, and no event has occurred, including but not limited to
a change in insurance coverage, which would make it unable to comply with the eligibility requirements for lenders imposed by Fannie
Mae or for seller/servicers imposed by Freddie Mac, or which would require notification to Fannie Mae or Freddie Mac. The Company may
perform any of its servicing responsibilities hereunder or may cause the Subservicer to perform any such servicing responsibilities
on its behalf, but the use by the Company of the Subservicer shall not release the Company from any of its obligations hereunder and
the Company shall remain responsible hereunder for all acts and omissions of the Subservicer as fully as if such acts and omissions
were those of the Company. The Company shall pay all fees and expenses of the Subservicer from its own funds, and the Subservicer's
fee shall not exceed the Servicing Fee.
At the cost and expense of the Company, without any right of reimbursement from the Custodial Account, the Company
shall be entitled to terminate the rights and responsibilities of the Subservicer and arrange for any servicing responsibilities to
be performed by a successor Subservicer meeting the requirements in the preceding paragraph, provided, however, that nothing
contained herein shall be deemed to prevent or prohibit the Company, at the Company's option, from electing to service the related
Mortgage Loans itself. In the event that the Company's responsibilities and duties under this Agreement are terminated pursuant to
Section 9.04, 10.01 or 11.02, and if requested to do so by the Purchaser, the Company shall at its own cost and expense terminate the
rights and responsibilities of the Subservicer as soon as is reasonably possible. The Company shall pay all fees, expenses or
penalties necessary in order to terminate the rights and responsibilities of the Subservicer from the Company's own funds without
reimbursement from the Purchaser.
Notwithstanding any of the provisions of this Agreement relating to agreements or arrangements between the Company
and the Subservicer or any reference herein to actions taken through the Subservicer or otherwise, the Company shall not be relieved
of its obligations to the Purchaser and shall be obligated to the same extent and under the same terms and conditions as if it alone
were servicing and administering the Mortgage Loans. The Company shall be entitled to enter into an agreement with the Subservicer
for indemnification of the Company by the Subservicer and nothing contained in this Agreement shall be deemed to limit or modify such
indemnification.
Any Subservicing Agreement and any other transactions or services relating to the Mortgage Loans involving the
Subservicer shall be deemed to be between the Subservicer and Company alone, and the Purchaser shall have no obligations, duties or
liabilities with respect to the Subservicer including no obligation, duty or liability of Purchaser to pay the Subservicer's fees and
expenses. For purposes of distributions and advances by the Company pursuant to this Agreement, the Company shall be deemed to have
received a payment on a Mortgage Loan when the Subservicer has received such payment.
Liquidation of Mortgage Loans.
In the event that any payment due under any Mortgage Loan and not postponed pursuant to Section 4.01 is not paid
when the same becomes due and payable, or in the event the Mortgagor fails to perform any other covenant or obligation under the
Mortgage Loan and such failure continues beyond any applicable grace period, the Company shall take such action as (1) the Company
would take under similar circumstances with respect to a similar mortgage loan held for its own account for investment, (2) shall be
consistent with Accepted Servicing Practices, (3) the Company shall determine prudently to be in the best interest of Purchaser, and
(4) is consistent with any related PMI Policy. In the event that any payment due under any Mortgage Loan is not postponed pursuant to
Section 4.01 and remains delinquent for a period of 90 days or any other default continues for a period of 90 days beyond the
expiration of any grace or cure period, the Company shall commence foreclosure proceedings, provided that, prior to commencing
foreclosure proceedings, the Company shall notify the Purchaser in writing of the Company's intention to do so, and the Company shall
not commence foreclosure proceedings if the Purchaser objects to such action within 10 Business Days of receiving such notice. In the
event the Purchaser objects to such foreclosure action, the Company shall not be required to make Monthly Advances with respect to
such Mortgage Loan, pursuant to Section 5.03, and the Company's obligation to make such Monthly Advances shall terminate on the 90th
day referred to above. In such connection, the Company shall from its own funds make all necessary and proper Servicing Advances,
provided, however, that the Company shall not be required to expend its own funds in connection with any foreclosure or towards the
restoration or preservation of any Mortgaged Property, unless it shall determine (a) that such preservation, restoration and/or
foreclosure will increase the proceeds of liquidation of the Mortgage Loan to Purchaser after reimbursement to itself for such
expenses and (b) that such expenses will be recoverable by it either through Liquidation Proceeds (respecting which it shall have
priority for purposes of withdrawals from the Custodial Account pursuant to Section 4.05) or through Insurance Proceeds (respecting
which it shall have similar priority).
Notwithstanding anything to the contrary contained herein, in connection with a foreclosure or acceptance of a deed
in lieu of foreclosure, in the event the Company has reasonable cause to believe that a Mortgaged Property is contaminated by
hazardous or toxic substances or wastes, or if the Purchaser otherwise requests an environmental inspection or review of such
Mortgaged Property to be conducted by a qualified inspector. Upon completion of the inspection, the Company shall promptly provide
the Purchaser with a written report of the environmental inspection.
After reviewing the environmental inspection report, the Purchaser shall determine how the Company shall proceed
with respect to the Mortgaged Property. In the event (a) the environmental inspection report indicates that the Mortgaged Property is
contaminated by hazardous or toxic substances or wastes and (b) the Purchaser directs the Company to proceed with foreclosure or
acceptance of a deed in lieu of foreclosure, the Company shall be reimbursed for all costs associated with such foreclosure or
acceptance of a deed in lieu of foreclosure and any related environmental clean up costs, as applicable, from the related Liquidation
Proceeds, or if the Liquidation Proceeds are insufficient to fully reimburse the Company, the Company shall be entitled to be
reimbursed from amounts in the Custodial Account pursuant to Section 4.05 hereof. In the event the Purchaser directs the Company not
to proceed with foreclosure or acceptance of a deed in lieu of foreclosure, the Company shall be reimbursed for all Servicing
Advances made with respect to the related Mortgaged Property from the Custodial Account pursuant to Section 4.05 hereof.
Collection of Mortgage Loan Payments.
Continuously from the date hereof until the principal and interest on all Mortgage Loans are paid in full, the
Company shall proceed diligently to collect all payments due under each of the Mortgage Loans when the same shall become due and
payable and shall take special care in ascertaining and estimating Escrow Payments and all other charges that will become due and
payable with respect to the Mortgage Loan and the Mortgaged Property, to the end that the installments payable by the Mortgagors will
be sufficient to pay such charges as and when they become due and payable.
Establishment of and Deposits to Custodial Account.
The Company shall segregate and hold all funds collected and received pursuant to a Mortgage Loan separate and apart
from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts, in the form of time
deposit or demand accounts, titled "Countrywide Home Loans, Inc. in trust for EMC Mortgage Corporation, as purchaser of Residential
Adjustable Rate Mortgage Loans and various Mortgagors". The Custodial Account shall be established with a Qualified Depository
acceptable to the Purchaser. Any funds deposited in the Custodial Account shall at all times be fully insured to the full extent
permitted under applicable law. Funds deposited in the Custodial Account may be drawn on by the Company in accordance with Section
4.05. The creation of any Custodial Account shall be evidenced by a certification in the form of Exhibit D-1 hereto, in the case of
an account established with the Company, or by a letter agreement in the form of Exhibit D-2 hereto, in the case of an account held
by a depository other than the Company. A copy of such certification or letter agreement shall be furnished to the Purchaser and,
upon request, to any subsequent Purchaser.
The Company shall deposit in the Custodial Account within two Business Days of receipt, and retain therein, the
following collections received by the Company and payments made by the Company after the related Cut-off Date, (other than payments
of principal and interest due on or before the related Cut-off Date, or received by the Company prior to the related Cut-off Date but
allocable to a period subsequent thereto or with respect to each LPMI Loan, in the amount of the LPMI Fee):
all payments on account of principal on the Mortgage Loans, including all Principal Prepayments;
all payments on account of interest on the Mortgage Loans adjusted to the Mortgage Loan Remittance Rate;
all Liquidation Proceeds;
all Insurance Proceeds including amounts required to be deposited pursuant to Section 4.10, Section 4.11,
Section 4.14 and Section 4.15;
all Condemnation Proceeds which are not applied to the restoration or repair of the Mortgaged Property or
released to the Mortgagor in accordance with Section 4.14;
any amount required to be deposited in the Custodial Account pursuant to Section 4.01, 4.09, 5.03, 6.01 or 6.02;
any amounts payable in connection with the repurchase of any Mortgage Loan pursuant to Section 3.03, 3.05 or
3.07 and all amounts required to be deposited by the Company in connection with a shortfall in principal amount of any
Qualified Substitute Mortgage Loan pursuant to Section 3.03;
with respect to each Principal Prepayment in full or in part, the Prepayment Interest Shortfall Amount, if any,
for the month of distribution. Such deposit shall be made from the Company's own funds, without reimbursement therefor up to
a maximum amount per month of the Servicing Fee actually received for such month for the Mortgage Loans;
any amounts required to be deposited by the Company pursuant to Section 4.11 in connection with the deductible
clause in any blanket hazard insurance policy; and
any amounts received with respect to or related to any REO Property and all REO Disposition Proceeds pursuant to
Section 4.16.
The foregoing requirements for deposit into the Custodial Account shall be exclusive, it being understood and agreed
that, without limiting the generality of the foregoing, payments in the nature of late payment charges and assumption fees, to the
extent permitted by Section 6.01, need not be deposited by the Company into the Custodial Account. Any interest paid on funds
deposited in the Custodial Account by the depository institution shall accrue to the benefit of the Company and the Company shall be
entitled to retain and withdraw such interest from the Custodial Account pursuant to Section 4.05.
Permitted Withdrawals From Custodial Account.
The Company shall, from time to time, withdraw funds from the Custodial Account for the following purposes:
to make payments to the Purchaser in the amounts and in the manner provided for in Section 5.01;
to reimburse itself for Monthly Advances of the Company's funds made pursuant to Section 5.03, the Company's
right to reimburse itself pursuant to this subclause (ii) being limited to amounts received on the related Mortgage Loan
which represent late payments of principal and/or interest respecting which any such advance was made, it being understood
that, in the case of any such reimbursement, the Company's right thereto shall be prior to the rights of Purchaser, except
that, where the Company is required to repurchase a Mortgage Loan pursuant to Section 3.03, 3.05, 3.07 or 6.02, the
Company's right to such reimbursement shall be subsequent to the payment to the Purchaser of the Repurchase Price pursuant to
such sections and all other amounts required to be paid to the Purchaser with respect to such Mortgage Loan;
to reimburse itself for unreimbursed Servicing Advances, and for any unpaid Servicing Fees, the Company's right
to reimburse itself pursuant to this subclause (iii) with respect to any Mortgage Loan being limited to related Liquidation
Proceeds, Condemnation Proceeds, Insurance Proceeds and such other amounts as may be collected by the Company from the
Mortgagor or otherwise relating to the Mortgage Loan, it being understood that, in the case of any such reimbursement, the
Company's right thereto shall be prior to the rights of Purchaser except where the Company is required to repurchase a
Mortgage Loan pursuant to Section 3.03, 3.05, 3.07 or 6.02, in which case the Company's right to such reimbursement shall be
subsequent to the payment to the Purchasers of the Repurchase Price pursuant to such sections and all other amounts required
to be paid to the Purchasers with respect to such Mortgage Loan;
to pay itself interest on funds deposited in the Custodial Account;
to reimburse itself for expenses incurred and reimbursable to it pursuant to Section 9.01;
to pay any amount required to be paid pursuant to Section 4.16 related to any REO Property, it being understood
that in the case of any such expenditure or withdrawal related to a particular REO Property, the amount of such expenditure
or withdrawal from the Custodial Account shall be limited to amounts on deposit in the Custodial Account with respect to the
related REO Property;
to clear and terminate the Custodial Account upon the termination of this Agreement; and
to withdraw funds deposited in error.
In the event that the Custodial Account is interest bearing, on each Remittance Date, the Company shall withdraw all
funds from the Custodial Account except for those amounts which, pursuant to Section 5.01, the Company is not obligated to remit on
such Remittance Date. The Company may use such withdrawn funds only for the purposes described in this Section 4.05.
Establishment of and Deposits to Escrow Account.
The Company shall segregate and hold all funds collected and received pursuant to a Mortgage Loan constituting
Escrow Payments separate and apart from any of its own funds and general assets and shall establish and maintain one or more Escrow
Accounts, in the form of time deposit or demand accounts, titled, "Countrywide Home Loans, Inc., in trust for the EMC Mortgage
Corporation, as purchaser of Residential Adjustable Rate Mortgage Loans and various Mortgagors". The Escrow Accounts shall be
established with a Qualified Depository, in a manner which shall provide maximum available insurance thereunder. Funds deposited in
the Escrow Account may be drawn on by the Company in accordance with Section 4.07. The creation of any Escrow Account shall be
evidenced by a certification in the form of Exhibit E-1 hereto, in the case of an account established with the Company, or by a
letter agreement in the form of Exhibit E-2 hereto, in the case of an account held by a depository other than the Company. A copy of
such certification shall be furnished to the Purchaser and, upon request, to any subsequent Purchaser.
The Company shall deposit in the Escrow Account or Accounts within two Business Days of receipt, and retain therein:
all Escrow Payments collected on account of the Mortgage Loans, for the purpose of effecting timely payment of
any such items as required under the terms of this Agreement; and
all amounts representing Insurance Proceeds or Condemnation Proceeds which are to be applied to the restoration
or repair of any Mortgaged Property.
The Company shall make withdrawals from the Escrow Account only to effect such payments as are required under this
Agreement, as set forth in Section 4.07. The Company shall be entitled to retain any interest paid on funds deposited in the Escrow
Account by the depository institution, other than interest on escrowed funds required by law to be paid to the Mortgagor. To the
extent required by law, the Company shall pay interest on escrowed funds to the Mortgagor notwithstanding that the Escrow Account may
be non-interest bearing or that interest paid thereon is insufficient for such purposes.
Permitted Withdrawals From Escrow Account.
Withdrawals from the Escrow Account or Accounts may be made by the Company only:
to effect timely payments of ground rents, taxes, assessments, water rates, mortgage insurance premiums,
condominium charges, fire and hazard insurance premiums or other items constituting Escrow Payments for the related Mortgage;
to reimburse the Company for any Servicing Advances made by the Company pursuant to Section 4.08 with respect to
a related Mortgage Loan, but only from amounts received on the related Mortgage Loan which represent late collections of
Escrow Payments thereunder;
to refund to any Mortgagor any funds found to be in excess of the amounts required under the terms of the
related Mortgage Loan;
for transfer to the Custodial Account and application to reduce the principal balance of the Mortgage Loan in
accordance with the terms of the related Mortgage and Mortgage Note;
for application to restoration or repair of the Mortgaged Property in accordance with the procedures outlined in
Section 4.14;
to pay to the Company, or any Mortgagor to the extent required by law, any interest paid on the funds deposited
in the Escrow Account;
to clear and terminate the Escrow Account on the termination of this Agreement; and
to withdraw funds deposited in error.
Payment of Taxes, Insurance and Other Charges.
With respect to each Mortgage Loan, the Company shall maintain accurate records reflecting the status of ground
rents, taxes, assessments, water rates, sewer rents, and other charges which are or may become a lien upon the Mortgaged Property and
the status of PMI Policy premiums and fire and hazard insurance coverage and shall obtain, from time to time, all bills for the
payment of such charges (including renewal premiums) and shall effect payment thereof prior to the applicable penalty or termination
date, employing for such purpose deposits of the Mortgagor in the Escrow Account which shall have been estimated and accumulated by
the Company in amounts sufficient for such purposes, as allowed under the terms of the Mortgage. To the extent that a Mortgage does
not provide for Escrow Payments, the Company shall determine that any such payments are made by the Mortgagor at the time they first
become due. The Company assumes full responsibility for the timely payment of all such bills and shall effect timely payment of all
such charges irrespective of each Mortgagor's faithful performance in the payment of same or the making of the Escrow Payments, and
the Company shall make advances from its own funds to effect such payments.
Protection of Accounts.
The Company may transfer the Custodial Account or the Escrow Account to a different Qualified Depository from time
to time. Upon any such transfer, the Company shall promptly notify the Purchaser and deliver to the Purchaser a Custodial Account
Certification or Escrow Account Certification (as applicable) in the form of Exhibit D-1 or E-1 to this agreement.
The Company shall bear any expenses, losses or damages sustained by the Purchaser because the Custodial Account
and/or the Escrow Account are not demand deposit accounts.
Amounts on deposit in the Custodial Account and the Escrow Account may at the option of the Company be invested in
Eligible Investments; provided that in the event that amounts on deposit in the Custodial Account or the Escrow Account exceed the
amount fully insured by the FDIC (the "Insured Amount") the Company shall be obligated to invest the excess amount over the Insured
Amount in Eligible Investments on the same Business Day as such excess amount becomes present in the Custodial Account or the Escrow
Account. Any such Eligible Investment shall mature no later than the Determination Date next following the date of such Eligible
Investment, provided, however, that if such Eligible Investment is an obligation of a Qualified Depository (other than the Company)
that maintains the Custodial Account or the Escrow Account, then such Eligible Investment may mature on such Remittance Date. Any
such Eligible Investment shall be made in the name of the Company in trust for the benefit of the Purchaser. All income on or gain
realized from any such Eligible Investment shall be for the benefit of the Company and may be withdrawn at any time by the Company.
Any losses incurred in respect of any such investment shall be deposited in the Custodial Account or the Escrow Account, by the
Company out of its own funds immediately as realized.
Maintenance of Hazard Insurance.
The Company shall cause to be maintained for each Mortgage Loan hazard insurance such that all buildings upon the
Mortgaged Property are insured by a generally acceptable insurer rated A:VI or better in the current Best's Key Rating Guide
("Best's") against loss by fire, hazards of extended coverage and such other hazards as are customary in the area where the Mortgaged
Property is located, in an amount which is at least equal to the lesser of (i) the replacement value of the improvements securing
such Mortgage Loan and (ii) the greater of (a) the outstanding principal balance of the Mortgage Loan and (b) an amount such that the
proceeds thereof shall be sufficient to prevent the Mortgagor or the loss payee from becoming a co-insurer.
If a Mortgaged Property is located in an area identified in the Federal Register by the Flood Emergency Management
Agency as having special flood hazards (and such flood insurance has been made available) a flood insurance policy meeting the
requirements of the current guidelines of the Federal Insurance Administration is in effect with a generally acceptable insurance
carrier rated A:VI or better in Best's in an amount representing coverage equal to the lesser of (i) the minimum amount required,
under the terms of coverage, to compensate for any damage or loss on a replacement cost basis (or the unpaid balance of the mortgage
if replacement cost coverage is not available for the type of building insured) and (ii) the maximum amount of insurance which is
available under the Flood Disaster Protection Act of 1973, as amended. If at any time during the term of the Mortgage Loan, the
Company determines in accordance with applicable law and pursuant to the Fannie Mae Guides that a Mortgaged Property is located in a
special flood hazard area and is not covered by flood insurance or is covered in an amount less than the amount required by the Flood
Disaster Protection Act of 1973, as amended, the Company shall notify the related Mortgagor that the Mortgagor must obtain such flood
insurance coverage, and if said Mortgagor fails to obtain the required flood insurance coverage within forty-five (45) days after
such notification, the Company shall immediately force place the required flood insurance on the Mortgagor's behalf.
If a Mortgage is secured by a unit in a condominium project, the Company shall verify that the coverage required of
the owner's association, including hazard, flood, liability, and fidelity coverage, is being maintained in accordance with then
current Fannie Mae requirements, and secure from the owner's association its agreement to notify the Company promptly of any change
in the insurance coverage or of any condemnation or casualty loss that may have a material effect on the value of the Mortgaged
Property as security.
The Company shall cause to be maintained on each Mortgaged Property earthquake or such other or additional insurance
as may be required pursuant to such applicable laws and regulations as shall at any time be in force and as shall require such
additional insurance, or pursuant to the requirements of any private mortgage guaranty insurer, or as may be required to conform with
Accepted Servicing Practices.
In the event that any Purchaser or the Company shall determine that the Mortgaged Property should be insured against
loss or damage by hazards and risks not covered by the insurance required to be maintained by the Mortgagor pursuant to the terms of
the Mortgage, the Company shall communicate and consult with the Mortgagor with respect to the need for such insurance and bring to
the Mortgagor's attention the desirability of protection of the Mortgaged Property.
All policies required hereunder shall name the Company as loss payee and shall be endorsed with standard or union
mortgagee clauses, without contribution, which shall provide for at least 30 days prior written notice of any cancellation, reduction
in amount or material change in coverage.
The Company shall not interfere with the Mortgagor's freedom of choice in selecting either his insurance carrier or
agent, provided, however, that the Company shall not accept any such insurance policies from insurance companies unless such
companies are rated A:VI or better in Best's and are licensed to do business in the jurisdiction in which the Mortgaged Property is
located. The Company shall determine that such policies provide sufficient risk coverage and amounts, that they insure the property
owner, and that they properly describe the property address. The Company shall furnish to the Mortgagor a formal notice of expiration
of any such insurance in sufficient time for the Mortgagor to arrange for renewal coverage by the expiration date.
Pursuant to Section 4.04, any amounts collected by the Company under any such policies (other than amounts to be
deposited in the Escrow Account and applied to the restoration or repair of the related Mortgaged Property, or property acquired in
liquidation of the Mortgage Loan, or to be released to the Mortgagor, in accordance with the Company's normal servicing procedures as
specified in Section 4.14) shall be deposited in the Custodial Account subject to withdrawal pursuant to Section 4.05.
Maintenance of Mortgage Impairment Insurance.
In the event that the Company shall obtain and maintain a blanket policy insuring against losses arising from fire
and hazards covered under extended coverage on all of the Mortgage Loans, then, to the extent such policy provides coverage in an
amount equal to the amount required pursuant to Section 4.10 and otherwise complies with all other requirements of Section 4.10, it
shall conclusively be deemed to have satisfied its obligations as set forth in Section 4.10. Any amounts collected by the Company
under any such policy relating to a Mortgage Loan shall be deposited in the Custodial Account subject to withdrawal pursuant to
Section 4.05. Such policy may contain a deductible clause, in which case, in the event that there shall not have been maintained on
the related Mortgaged Property a policy complying with Section 4.10, and there shall have been a loss which would have been covered
by such policy, the Company shall deposit in the Custodial Account at the time of such loss the amount not otherwise payable under
the blanket policy because of such deductible clause, such amount to deposited from the Company's funds, without reimbursement
therefor. Upon request of any Purchaser, the Company shall cause to be delivered to such Purchaser a certified true copy of such
policy and a statement from the insurer thereunder that such policy shall in no event be terminated or materially modified without 30
days' prior written notice to such Purchaser.
Maintenance of Fidelity Bond and Errors and Omissions Insurance.
The Company shall maintain with responsible companies, at its own expense, a blanket Fidelity Bond and an Errors and
Omissions Insurance Policy, with broad coverage on all officers, employees or other persons acting in any capacity requiring such
persons to handle funds, money, documents or papers relating to the Mortgage Loans ("Company Employees"). Any such Fidelity Bond and
Errors and Omissions Insurance Policy shall be in the form of the Mortgage Banker's Blanket Bond and shall protect and insure the
Company against losses, including forgery, theft, embezzlement, fraud, errors and omissions and negligent acts of such Company
Employees. Such Fidelity Bond and Errors and Omissions Insurance Policy also shall protect and insure the Company against losses in
connection with the release or satisfaction of a Mortgage Loan without having obtained payment in full of the indebtedness secured
thereby. No provision of this Section 4.12 requiring such Fidelity Bond and Errors and Omissions Insurance Policy shall diminish or
relieve the Company from its duties and obligations as set forth in this Agreement. The minimum coverage under any such bond and
insurance policy shall be acceptable to Fannie Mae or Freddie Mac. Upon the request of any Purchaser, the Company shall cause to be
delivered to such Purchaser a certified true copy of such fidelity bond and insurance policy and a statement from the surety and the
insurer that such fidelity bond and insurance policy shall in no event be terminated or materially modified without 30 days' prior
written notice to the Purchaser.
Inspections.
The Company shall inspect the Mortgaged Property as often as deemed necessary by the Company to assure itself that
the value of the Mortgaged Property is being preserved. In addition, if any Mortgage Loan is more than 60 days delinquent, the
Company immediately shall inspect the Mortgaged Property and shall conduct subsequent inspections in accordance with Accepted
Servicing Practices or as may be required by the primary mortgage guaranty insurer. The Company shall keep a written report of each
such inspection.
Restoration of Mortgaged Property.
The Company need not obtain the approval of the Purchaser prior to releasing any Insurance Proceeds or Condemnation
Proceeds to the Mortgagor to be applied to the restoration or repair of the Mortgaged Property if such release is in accordance with
Accepted Servicing Practices. At a minimum, the Company shall comply with the following conditions in connection with any such
release of Insurance Proceeds or Condemnation Proceeds:
the Company shall receive satisfactory independent verification of completion of repairs and issuance of any
required approvals with respect thereto;
the Company shall take all steps necessary to preserve the priority of the lien of the Mortgage, including, but
not limited to requiring waivers with respect to mechanics' and materialmen's liens;
the Company shall verify that the Mortgage Loan is not in default; and
pending repairs or restoration, the Company shall place the Insurance Proceeds or Condemnation Proceeds in the
Custodial Account.
If the Purchaser is named as an additional loss payee, the Company is hereby empowered to endorse any loss draft
issued in respect of such a claim in the name of the Purchaser.
Maintenance of PMI and LPMI Policy; Claims.
(a) With respect to each Mortgage Loan with a LTV in excess of 95%, the Company shall:
(i) with respect to Mortgage Loans which are not LPMI Loans, in accordance with state and federal laws and without
any cost to the Purchaser, maintain or cause the Mortgagor to maintain in full force and effect a PMI Policy with a minimum of 35%
coverage insuring that portion of the Mortgage Loan in excess of 68% (or such other percentage as stated in the related
Acknowledgment Agreement) of value, and shall pay or shall cause the Mortgagor to pay the premium thereon on a timely basis, until
the LTV of such Mortgage Loan is reduced to 80%. In the event that such PMI Policy shall be terminated, the Company shall obtain from
another Qualified Insurer a comparable replacement policy, with a total coverage equal to the remaining coverage of such terminated
PMI Policy, at substantially the same fee level. If the insurer shall cease to be a Qualified Insurer, the Company shall determine
whether recoveries under the PMI Policy are jeopardized for reasons related to the financial condition of such insurer, it being
understood that the Company shall in no event have any responsibility or liability for any failure to recover under the PMI Policy
for such reason. If the Company determines that recoveries are so jeopardized, it shall notify the Purchaser and the Mortgagor, if
required, and obtain from another Qualified Insurer a replacement insurance policy. The Company shall not take any action which would
result in noncoverage under any applicable PMI Policy of any loss which, but for the actions of the Company would have been covered
thereunder. In connection with any assumption or substitution agreement entered into or to be entered into pursuant to Section 4.01,
the Company shall promptly notify the insurer under the related PMI Policy, if any, of such assumption or substitution of liability
in accordance with the terms of such PMI Policy and shall take all actions which may be required by such insurer as a condition to
the continuation of coverage under such PMI Policy. If such PMI Policy is terminated as a result of such assumption or substitution
of liability, the Company shall obtain a replacement PMI Policy as provided above.
(ii) with respect to LPMI Loans, maintain in full force and effect an LPMI Policy insuring that portion of the
Mortgage Loan with a minimum of 35% coverage insuring that portion of the Mortgage Loan in excess of 68% (or such other percentage as
stated in the related Acknowledgment Agreement) of value, and from time to time, withdraw the LPMI Fee with respect to such LPMI Loan
from the Custodial Account in order to pay the premium thereon on a timely basis, until the LTV of such Mortgage Loan is reduced to
80%. In the event that the interest payments made with respect to any LPMI Loan are less than the LPMI Fee, the Company shall advance
from its own funds the amount of any such shortfall in the LPMI Fee, in payment of the premium on the related LPMI Policy. Any such
advance shall be a Servicing Advance subject to reimbursement pursuant to the provisions on Section 2.05. In the event that such LPMI
Policy shall be terminated, the Company shall obtain from another Qualified Insurer a comparable replacement policy, with a total
coverage equal to the remaining coverage of such terminated LPMI Policy, at substantially the same fee level. If the insurer shall
cease to be a Qualified Insurer, the Company shall determine whether recoveries under the LPMI Policy are jeopardized for reasons
related to the financial condition of such insurer, it being understood that the Company shall in no event have any responsibility or
liability for any failure to recover under the LPMI Policy for such reason. If the Company determines that recoveries are so
jeopardized, it shall notify the Purchaser and the Mortgagor, if required, and obtain from another Qualified Insurer a replacement
insurance policy. The Company shall not take any action which would result in noncoverage under any applicable LPMI Policy of any
loss which, but for the actions of the Company would have been covered thereunder. In connection with any assumption or substitution
agreement entered into or to be entered into pursuant to Section 6.01, the Company shall promptly notify the insurer under the
related LPMI Policy, if any, of such assumption or substitution of liability in accordance with the terms of such LPMI Policy and
shall take all actions which may be required by such insurer as a condition to the continuation of coverage under such PMI Policy. If
such LPMI Policy is terminated as a result of such assumption or substitution of liability, the Company shall obtain a replacement
LPMI Policy as provided above.
(b) In connection with its activities as servicer, the Company agrees to prepare and present, on behalf of
itself and the Purchaser, claims to the insurer under any PMI Policy or LPMI Policy in a timely fashion in accordance with the terms
of such PMI Policy or LPMI Policy and, in this regard, to take such action as shall be necessary to permit recovery under any PMI
Policy or LPMI Policy respecting a defaulted Mortgage Loan. Pursuant to Section 4.04, any amounts collected by the Company under any
PMI Policy or LPMI Policy shall be deposited in the Custodial Account, subject to withdrawal pursuant to Section 4.05.
(c) Purchaser, in its sole discretion, at any time, may (i) either obtain an additional PMI Policy on any
Mortgage Loan which already has a PMI Policy in place, or (ii) obtain a PMI Policy for any Mortgage Loan which does not already have
a PMI Policy in place. In any event, the Company agrees to administer such PMI Policies in accordance with the Agreement or any
Reconstitution Agreement.
Title, Management and Disposition of REO Property.
In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the
deed or certificate of sale shall be taken in the name of the Purchaser, or in the event the Purchaser is not authorized or permitted
to hold title to real property in the state where the REO Property is located, or would be adversely affected under the "doingbusiness" or tax laws of such state by so holding title, the deed or certificate of sale shall be taken in the name of such Person or
Persons as shall be consistent with an Opinion of Counsel obtained by the Company from any attorney duly licensed to practice law in
the state where the REO Property is located. The Person or Persons holding such title other than the Purchaser shall acknowledge in
writing that such title is being held as nominee for the Purchaser.
The Company shall manage, conserve, protect and operate each REO Property for the Purchaser solely for the purpose
of its prompt disposition and sale. The Company, either itself or through an agent selected by the Company, shall manage, conserve,
protect and operate the REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property
for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. The Company
shall attempt to sell the same (and may temporarily rent the same for a period not greater than one year, except as otherwise
provided below) on such terms and conditions as the Company deems to be in the best interest of the Purchaser.
The Company shall use its best efforts to dispose of the REO Property as soon as possible and shall sell such REO
Property in any event within one year after title has been taken to such REO Property, unless (i) (A) a REMIC election has not been
made with respect to the arrangement under which the Mortgage Loans and the REO Property are held, and (ii) the Company determines,
and gives an appropriate notice to the Purchaser to such effect, that a longer period is necessary for the orderly liquidation of
such REO Property. If a period longer than one year is permitted under the foregoing sentence and is necessary to sell any REO
Property the Company shall report monthly to the Purchaser as to the progress being made in selling such REO Property.
The Company shall also maintain on each REO Property fire and hazard insurance with extended coverage in amount
which is at least equal to the maximum insurable value of the improvements which are a part of such property, liability insurance
and, to the extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in the amount
required above.
The disposition of REO Property shall be carried out by the Company at such price, and upon such terms and
conditions, as the Company deems to be in the best interests of the Purchaser. The proceeds of sale of the REO Property shall be
promptly deposited in the Custodial Account. As soon as practical thereafter the expenses of such sale shall be paid and the Company
shall reimburse itself for any related unreimbursed Servicing Advances, unpaid Servicing Fees and unreimbursed advances made pursuant
to Section 5.03, and on the Remittance Date immediately following the Principal Prepayment Period in which such sale proceeds are
received the net cash proceeds of such sale remaining in the Custodial Account shall be distributed to the Purchaser.
The Company shall withdraw the Custodial Account funds necessary for the proper operation, management and
maintenance of the REO Property, including the cost of maintaining any hazard insurance pursuant to Section 4.10 and the fees of any
managing agent of the Company, a Subservicer, or the Company itself. The REO management fee shall be an amount that is reasonable and
customary in the area where the Mortgaged Property is located. The Company shall make monthly distributions on each Remittance Date
to the Purchasers of the net cash flow from the REO Property (which shall equal the revenues from such REO Property net of the
expenses described in this Section 4.16 and of any reserves reasonably required from time to time to be maintained to satisfy
anticipated liabilities for such expenses).
Real Estate Owned Reports.
Together with the statement furnished pursuant to Section 5.02, the Company shall furnish to the Purchaser on or
before the Remittance Date each month a statement with respect to any REO Property covering the operation of such REO Property for
the previous month and the Company's efforts in connection with the sale of such REO Property and any rental of such REO Property
incidental to the sale thereof for the previous month. That statement shall be accompanied by such other information as the Purchaser
shall reasonably request.
Liquidation Reports.
Upon the foreclosure sale of any Mortgaged Property or the acquisition thereof by the Purchaser pursuant to a deed
in lieu of foreclosure, the Company shall submit to the Purchaser a liquidation report with respect to such Mortgaged Property.
Reports of Foreclosures and Abandonments of Mortgaged Property.
Following the foreclosure sale or abandonment of any Mortgaged Property, the Company shall report such foreclosure
or abandonment as required pursuant to Section 6050J of the Code.
Notification of Adjustments.
With respect to each Mortgage Loan, the Company shall adjust the Mortgage Interest Rate on the related Interest Rate
Adjustment Date and shall adjust the Monthly Payment on the related Payment Adjustment Date in compliance with the requirements of
applicable law and the related Mortgage and Mortgage Note. If, pursuant to the terms of the Mortgage Note, another index is selected
for determining the Mortgage Interest Rate, the same index will be used with respect to each Mortgage Note which requires a new index
to be selected, provided that such selection does not conflict with the terms of the related Mortgage Note. The Company shall
execute and deliver any and all necessary notices required under applicable law and the terms of the related Mortgage Note and
Mortgage regarding the Mortgage Interest Rate and the Monthly Payment adjustments. The Company shall promptly upon written request
thereof, deliver to the Purchaser such notifications and any additional applicable data regarding such adjustments and the methods
used to calculate and implement such adjustments. Upon the discovery by the Company, or the Purchaser that the Company has failed to
adjust a Mortgage Interest Rate or a Monthly Payment pursuant to the terms of the related Mortgage Note and Mortgage, the Company
shall immediately deposit in the Custodial Account from its own funds the amount of any interest loss caused the Purchaser thereby.
PAYMENTS TO PURCHASER
Remittances.
On each Remittance Date the Company shall remit by wire transfer of immediately available funds to the Purchaser (a)
all amounts deposited in the Custodial Account as of the close of business on the Determination Date (net of charges against or
withdrawals from the Custodial Account pursuant to Section 4.05), plus (b) all amounts, if any, which the Company is obligated to
distribute pursuant to Section 5.03, minus (c) any amounts attributable to Principal Prepayments received after the applicable
Principal Prepayment Period which amounts shall be remitted on the following Remittance Date, together with any additional interest
required to be deposited in the Custodial Account in connection with such Principal Prepayment in accordance with Section 4.04(viii),
and minus (d) any amounts attributable to Monthly Payments collected but due on a Due Date or Dates subsequent to the first day of
the month of the Remittance Date, which amounts shall be remitted on the Remittance Date next succeeding the Due Period for such
amounts.
With respect to any remittance received by the Purchaser after the second Business Day following the Business Day on
which such payment was due, the Company shall pay to the Purchaser interest on any such late payment at an annual rate equal to the
Prime Rate, adjusted as of the date of each change, plus three percentage points, but in no event greater than the maximum amount
permitted by applicable law. Such interest shall be deposited in the Custodial Account by the Company on the date such late payment
is made and shall cover the period commencing with the day following such second Business Day and ending with the Business Day on
which such payment is made, both inclusive. Such interest shall be remitted along with the distribution payable on the next
succeeding Remittance Date. The payment by the Company of any such interest shall not be deemed an extension of time for payment or a
waiver of any Event of Default by the Company.
Statements to Purchaser.
Not later than the 10th day of each calendar month, the Company shall furnish to the Purchaser a Monthly Remittance
Advice, with a trial balance report attached thereto, in the form of Exhibit F annexed hereto electronic medium mutually acceptable
to the parties as to the preceding calendar month and the Due Period in the month of remittance
In addition, not more than 60 days after the end of each calendar year, the Company shall furnish to each Person who
was a Purchaser at any time during such calendar year an annual statement in accordance with the requirements of applicable federal
income tax law as to the aggregate of remittances for the applicable portion of such year. Nothing in this Section 5.02 shall be
deemed to require the Company to prepare any federal income tax return on Internal Revenue Service Form 1066, U.S. Real Estate
Mortgage Investment Conduit Income Tax Return, including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of REMIC
Taxable Income or Net Loss Allocation, or any successor forms, to be filed on behalf of any REMIC under the REMIC Provisions.
Monthly Advances by Company.
On the Business Day immediately preceding each Remittance Date, either (a) the Company shall deposit in the
Custodial Account from its own funds or (b) if funds are on deposit in the Custodial Account which are not required to be remitted on
the related Remittance Date, the Company may make an appropriate entry in its records that such funds shall be applied toward the
related Monthly Advance (provided, that any funds so applied shall be replaced by the Company no later than the Business Day
immediately preceding the next Remittance Date), in each case, in an aggregate amount equal to all Monthly Payments (with interest
adjusted to the Mortgage Loan Remittance Rate) which were due on the Mortgage Loans during the applicable Due Period and which were
delinquent at the close of business on the immediately preceding Determination Date or which were deferred pursuant to Section 4.01.
The Company's obligation to make such Monthly Advances as to any Mortgage Loan will continue through the last Monthly Payment due
prior to the payment in full of the Mortgage Loan, or through the last Remittance Date prior to the Remittance Date for the
distribution of all Liquidation Proceeds and other payments or recoveries (including Insurance Proceeds and Condemnation Proceeds)
with respect to the Mortgage Loan.
In no event shall the Company be obligated to make an advance under this section 5.03 if at the time of such advance
it deems such advance to be non-recoverable. The Company shall promptly deliver an officer's certificate to the Purchaser upon
determining that any advance is non-recoverable. In the event that upon liquidation of the Mortgage Loan, the Liquidation Proceeds
are insufficient to reimburse the Company for any Monthly Advances, the Company shall notify the related Purchaser of such shortfall
by registered mail with sufficient supporting documentation and shall have the right to deduct such shortfall from the next
remittance to be paid to the related Purchaser.
GENERAL SERVICING PROCEDURES
Transfers of Mortgaged Property.
The Company shall use its best efforts to enforce any "due-on-sale" provision contained in any Mortgage or Mortgage
Note and to deny assumption by the person to whom the Mortgaged Property has been or is about to be sold whether by absolute
conveyance or by contract of sale, and whether or not the Mortgagor remains liable on the Mortgage and the Mortgage Note. When the
Mortgaged Property has been conveyed by the Mortgagor, the Company shall, to the extent it has knowledge of such conveyance, exercise
its rights to accelerate the maturity of such Mortgage Loan under the "due-on-sale" clause applicable thereto, provided, however,
that the Company shall not exercise such rights if prohibited by law from doing so or if the exercise of such rights would impair or
threaten to impair any recovery under the related PMI or LPMI Policy, if any.
If the Company reasonably believes it is unable under applicable law to enforce such "due-on-sale" clause, the
Company shall enter into (i) an assumption and modification agreement with the person to whom such property has been conveyed,
pursuant to which such person becomes liable under the Mortgage Note and the original Mortgagor remains liable thereon or (ii) in the
event the Company is unable under applicable law to require that the original Mortgagor remain liable under the Mortgage Note and the
Company has the prior consent of the primary mortgage guaranty insurer, a substitution of liability agreement with the purchaser of
the Mortgaged Property pursuant to which the original Mortgagor is released from liability and the purchaser of the Mortgaged
Property is substituted as Mortgagor and becomes liable under the Mortgage Note. If an assumption fee is collected by the Company for
entering into an assumption agreement, a portion of such fee, up to an amount equal to one percent (1.0%) of the outstanding
principal balance of the related Mortgage Loan, will be retained by the Company as additional servicing compensation, and any portion
thereof in excess one percent (1.0%) shall be deposited in the Custodial Account for the benefit of the Purchaser. In connection with
any such assumption or substitution of liability, neither the Mortgage Interest Rate borne by the related Mortgage Note, the term of
the Mortgage Loan, the Index, the Lifetime Mortgage Interest Rate Cap, the Initial Rate Cap or the Gross Margin of any Mortgage Loan,
nor the outstanding principal amount of the Mortgage Loan shall be changed.
To the extent that any Mortgage Loan is assumable, the Company shall inquire diligently into the creditworthiness of
the proposed transferee, and shall use the underwriting criteria for approving the credit of the proposed transferee which are used
by Fannie Mae with respect to underwriting mortgage loans of the same type as the Mortgage Loans. If the credit of the proposed
transferee does not meet such underwriting criteria, the Company diligently shall, to the extent permitted by the Mortgage or the
Mortgage Note and by applicable law, accelerate the maturity of the Mortgage Loan.
Satisfaction of Mortgages and Release of Mortgage Files.
Upon the payment in full of any Mortgage Loan, or the receipt by the Company of a notification that payment in full
will be escrowed in a manner customary for such purposes, the Company shall notify the Purchaser in the Monthly Remittance Advice as
provided in Section 5.02, and may request the release of any Mortgage Loan Documents. In connection with any such prepayment in
full, the Company shall comply with all applicable laws regarding satisfaction, release or reconveyance with respect to the Mortgage.
If the Company satisfies or releases a Mortgage without first having obtained payment in full of the indebtedness
secured by the Mortgage or should the Company otherwise prejudice any rights the Purchaser may have under the mortgage instruments,
upon written demand of the Purchaser, the Company shall repurchase the related Mortgage Loan at the Repurchase Price by deposit
thereof in the Custodial Account within 2 Business Days of receipt of such demand by the Purchaser. The Company shall maintain the
Fidelity Bond and Errors and Omissions Insurance Policy as provided for in Section 4.12 insuring the Company against any loss it may
sustain with respect to any Mortgage Loan not satisfied in accordance with the procedures set forth herein.
Servicing Compensation.
As compensation for its services hereunder, the Company shall be entitled to withdraw from the Custodial Account or
to retain from interest payments on the Mortgage Loans the amount of its Servicing Fee. The Servicing Fee shall be payable monthly
and shall be computed on the basis of the same unpaid principal balance and for the period respecting which any related interest
payment on a Mortgage Loan is computed. The Servicing Fee shall be payable only at the time of and with respect to those Mortgage
Loans for which payment is in fact made of the entire amount of the Monthly Payment. The obligation of the Purchaser to pay the
Servicing Fee is limited to, and payable solely from, the interest portion of such Monthly Payments collected by the Company.
Additional servicing compensation in the form of assumption fees, to the extent provided in Section 6.01, and late
payment charges and Prepayment Penalties, shall be retained by the Company to the extent not required to be deposited in the
Custodial Account. The Company shall be required to pay all expenses incurred by it in connection with its servicing activities
hereunder and shall not be entitled to reimbursement thereof except as specifically provided for herein. Notwithstanding anything in
this Agreement to the contrary, in the event of a Principal Prepayment in full, the Company shall not waive, and shall not permit the
waiver of, any Prepayment Penalty or portion thereof required by the terms of the related Mortgage Note unless (i) the Company
determines that such waiver would maximize recovery of Liquidations Proceeds for such Mortgage Loan, taking into account the value of
such Prepayment Penalty, or (ii) (A) the enforeceability therefore is limited (1) by bankruptcy, insolvency, moratorium,
receivership, or other similar law relating to creditors' rights generally or (2) due to acceleration in connection with a
foreclosure or other involuntary payment or (B) the enforceability is otherwise limited or prohibited by applicable law.
Annual Statement as to Compliance.
The Company shall deliver to the Purchaser, on or before May 31 each year beginning May 31, 2003, an Officer's
Certificate, stating that (i) a review of the activities of the Company during the preceding calendar year and of performance under
this Agreement has been made under such officer's supervision, and (ii) the Company has complied fully with the provisions of Article
II and Article IV, and (iii) to the best of such officer's knowledge, based on such review, the Company has fulfilled all its
obligations under this Agreement throughout such year, or, if there has been a default in the fulfillment of any such obligation,
specifying each such default known to such officer and the nature and status thereof and the action being taken by the Company to
cure such default.
Annual Independent Public Accountants' Servicing Report.
On or before May 31st of each year beginning May 31, 2003, the Company, at its expense, shall cause a firm of
independent public accountants which is a member of the American Institute of Certified Public Accountants to furnish a statement to
each Purchaser to the effect that such firm has examined certain documents and records relating to the servicing of the Mortgage
Loans and this Agreement and that such firm is of the opinion that the provisions of Article II and Article IV have been complied
with, and that, on the basis of such examination conducted substantially in compliance with the Single Attestation Program for
Mortgage Bankers, nothing has come to their attention which would indicate that such servicing has not been conducted in compliance
therewith, except for (i) such exceptions as such firm shall believe to be immaterial, and (ii) such other exceptions as shall be set
forth in such statement.
Right to Examine Company Records.
The Purchaser shall have the right to examine and audit any and all of the books, records, or other information of
the Company, whether held by the Company or by another on its behalf, with respect to or concerning this Agreement or the Mortgage
Loans, during business hours or at such other times as may be reasonable under applicable circumstances, upon reasonable advance
notice.
AGENCY TRANSFER; PASS-THROUGH TRANSFER
Removal of Mortgage Loans from Inclusion Under this Agreement Upon an Agency Transfer, or a Pass-Through Transfer on
One or More Reconstitution Dates.
The Purchaser and the Company agree that with respect to any Pass-Through Transfer, Whole Loan Transfer or Agency
Transfers, as applicable, the Company shall cooperate with the Purchaser in effecting such transfers and shall negotiate in good
faith and execute any Reconstitution Agreement required to effectuate the foregoing; provided that, such Reconstitution Agreement
shall not materially increase the Company's obligations or liabilities hereunder, nor diminish any of the Company's rights, and
provide to any master servicer or the trustee, as applicable, and/or the Purchaser any and all publicly available information and
appropriate verification of information which may be reasonably available to the Company, whether through letters of its auditors and
counsel or otherwise, as the Purchaser, trustee or a master servicer shall reasonable request as to the related Mortgage Loans.
Purchaser shall reimburse Company for any and all costs or expenses incurred by Company (i) in obtaining "accountant comfort letters"
with respect to information supplied in response to Purchaser requests, (ii) in connection with any due diligence performed in
connection with a Pass-Through or Whole Loan Transfer or (iii) making the Mortgage Loan Documents or Servicing Files available to
parties participating in a Pass-Through or Whole Loan Transfer, including without limitation, shipping costs. Such information may
be included in any disclosure document prepared in connection with the Pass-Through Transfer, Whole Loan Transfer or Agency Transfer,
as applicable; provided, however, that Company shall indemnify the Purchaser against any liability arising from any material
omissions or misstatements in any information supplied by the Company and included in a disclosure document; and provided, further,
that the Purchaser shall indemnify the Company against any liability arising from any information included in a disclosure document
that was not supplied by the Company. The Company shall execute any Reconstitution Agreements required within a reasonable period of
time after receipt of such agreements which time shall be sufficient for the Company and the Company's counsel to review such
agreements. Company shall use its Best Efforts to complete such review within ten (10) Business Days after mutual agreement as to
the terms thereof, but such time shall not exceed fifteen (15) Business Days after mutual agreement as to the terms thereof.
The Company shall not be required to restate any representations and warranties as of the date of any Pass-Through
Transfer, Whole Loan Transfer or Agency Transfers other than the representations and warranties set forth in Section 3.01 (provided,
that the Company shall not be required to restate the representation and warranty set forth in Section 3.01(j)).
In the event of any Agency Transfer, Pass-Through or Whole Loan Transfer, the Company shall have no obligation to
pay any custodial fees charged by the Agency.
Purchaser's Repurchase and Indemnification Obligations.
Upon receipt by the Company of notice from Fannie Mae, Freddie Mac or the trustee of a breach of any Purchaser
representation or warranty contained in any Reconstitution Agreement or a request by Fannie Mae, Freddie Mac or the trustee, as the
case may be, for the repurchase of any Mortgage Loan transferred to Fannie Mae or Freddie Mac pursuant to an Agency Transfer or to a
trustee pursuant to a Pass-Through Transfer, the Company shall promptly notify the Purchaser of same and shall, at the direction of
the Purchaser, use its best efforts to cure and correct any such breach and to satisfy the requests or concerns of Fannie Mae,
Freddie Mac, or the trustee related to such deficiencies of the related Mortgage Loans transferred to Fannie Mae, Freddie Mac, or the
trustee.
The Purchaser shall repurchase from the Company any Mortgage Loan transferred to Fannie Mae or Freddie Mac pursuant
to an Agency Transfer or to a trustee pursuant to a Pass-Through Transfer with respect to which the Company has been required by
Fannie Mae, Freddie Mac, or the trustee to repurchase due to a breach of a representation or warranty made by the Purchaser with
respect to the Mortgage Loans, or the servicing thereof prior to the transfer date to Fannie Mae, Freddie Mac, or the trustee in any
Reconstitution Agreement and not due to a breach of the Company's representations or obligations thereunder or pursuant to this
Agreement. The repurchase price to be paid by the Purchaser to the Company shall equal that repurchase price paid by the Company to
Fannie Mae, Freddie Mac, or the third party purchaser plus all reasonable costs and expenses borne by the Company in connection with
the cure of said breach of a representation or warranty made by the Purchaser and in connection with the repurchase of such Mortgage
Loan from Fannie Mae, Freddie Mac, or the trustee, including, but not limited to, reasonable and necessary attorneys' fees.
At the time of repurchase, the Custodian and the Company shall arrange for the reassignment of the repurchased
Mortgage Loan to the Purchaser according to the Purchaser's instructions and the delivery to the Custodian of any documents held by
Fannie Mae, Freddie Mac, or the trustee with respect to the repurchased Mortgage Loan pursuant to the related Reconstitution
Agreement. In the event of a repurchase, the Company shall, simultaneously with such reassignment, give written notice to the
Purchaser that such repurchase has taken place, and amend the related Mortgage Loan Schedule to reflect the addition of the
repurchased Mortgage Loan to this Agreement. In connection with any such addition, the Company and the Purchaser shall be deemed to
have made as to such repurchased Mortgage Loan the representations and warranties set forth in this Agreement.
COMPANY TO COOPERATE
Provision of Information.
During the term of this Agreement and provided such request will cause the Company to violate any applicable law or
statute, the Company shall furnish to the Purchaser such periodic, special, or other reports or information and copies or originals
of any documents contained in the Servicing File for each Mortgage Loan, whether or not provided for herein, as shall be necessary,
reasonable, or appropriate with respect to the Purchaser, any regulatory requirement pertaining to the Purchaser or the purposes of
this Agreement. All such reports, documents or information shall be provided by and in accordance with all reasonable instructions
and directions which the Purchaser may give. Purchaser shall pay any costs related to any special reports.
The Company shall execute and deliver all such instruments and take all such action as the Purchaser may reasonably
request from time to time, in order to effectuate the purposes and to carry out the terms of this Agreement.
Financial Statements; Servicing Facility.
In connection with marketing the Mortgage Loans, the Purchaser may make available to a prospective Purchaser a
Consolidated Statement of Operations of the Company for the most recently completed five fiscal years for which such a statement is
available, as well as a Consolidated Statement of Condition at the end of the last two fiscal years covered by such Consolidated
Statement of Operations. The Company also shall make available any comparable interim statements to the extent any such statements
have been prepared by or on behalf of the Company (and are available upon request to members or stockholders of the Company or to the
public at large). If it has not already done so, the Company shall furnish promptly to the Purchaser copies of the statement
specified above. Unless requested the Purchaser, the Company shall not be required to deliver any documents which are publicly
available on EDGAR.
The Company also shall make available to Purchaser or prospective Purchaser a knowledgeable financial or accounting
officer for the purpose of answering questions respecting recent developments affecting the Company or the financial statements of
the Company, and to permit any prospective Purchaser to inspect the Company's servicing facilities or those of any Subservicer for
the purpose of satisfying such prospective Purchaser that the Company and any Subservicer have the ability to service the Mortgage
Loans as provided in this Agreement.
THE COMPANY
Indemnification; Third Party Claims.
The Company shall indemnify the Purchaser and hold it harmless against any and all claims, losses, damages,
penalties, fines, and forfeitures, including, but not limited to reasonable and necessary legal fees and related costs, judgments,
and any other costs, fees and expenses that the Purchaser may sustain in any way related to the failure of the Company to (a) perform
its duties and service the Mortgage Loans in strict compliance with the terms of this Agreement or any Reconstitution Agreement
entered into pursuant to Section 7.01, and/or (b) comply with applicable law. The Company immediately shall notify the Purchaser if a
claim is made by a third party with respect to this Agreement or any Reconstitution Agreement or the Mortgage Loans, shall promptly
notify Fannie Mae, Freddie Mac, or the trustee with respect to any claim made by a third party with respect to any Reconstitution
Agreement, assume (with the prior written consent of the Purchaser) the defense of any such claim and pay all expenses in connection
therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree in the amount of $5,000 or less,
which may be entered against it or the Purchaser in respect of such claim. The Company shall follow any written instructions received
from the Purchaser in connection with such claim. The Purchaser promptly shall reimburse the Company for all amounts advanced by it
pursuant to the preceding sentence except when the claim is in any way related to the Company's indemnification pursuant to Section
3.03, or the failure of the Company to (a) service and administer the Mortgage Loans in strict compliance with the terms of this
Agreement or any Reconstitution Agreement, and/or (b) comply with applicable law.
Merger or Consolidation of the Company.
The Company shall keep in full effect its existence, rights and franchises as a corporation, and shall obtain and
preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be
necessary to protect the validity and enforceability of this Agreement or any of the Mortgage Loans and to perform its duties under
this Agreement.
Any person into which the Company may be merged or consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Company shall be a party, or any Person succeeding to the business of the Company, shall be
the successor of the Company hereunder, without the execution or filing of any paper or any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding, provided, however, that the successor or surviving Person shall be
an institution (i) having a net worth of not less than $25,000,000, (ii) whose deposits are insured by the FDIC through the BIF or
the SAIF, and (iii) which is a Fannie Mae-approved company in good standing.
Limitation on Liability of Company and Others.
Neither the Company nor any of the directors, officers, employees or agents of the Company shall be under any
liability to the Purchaser for any action taken or for refraining from the taking of any action in good faith pursuant to this
Agreement, or for errors in judgment, provided, however, that this provision shall not protect the Company or any such person against
any Breach of warranties or representations made herein, or failure to perform its obligations in strict compliance with any standard
of care set forth in this Agreement, or any liability which would otherwise be imposed by reason of any breach of the terms and
conditions of this Agreement. The Company and any director, officer, employee or agent of the Company may rely in good faith on any
document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Company
shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service
the Mortgage Loans in accordance with this Agreement and which in its opinion may involve it in any expense or liability, provided,
however, that the Company may, with the consent of the Purchaser, undertake any such action which it may deem necessary or desirable
in respect to this Agreement and the rights and duties of the parties hereto. In such event, the Company shall be entitled to
reimbursement from the Purchaser of the reasonable legal expenses and costs of such action.
Limitation on Resignation and Assignment by Company.
The Purchaser has entered into this Agreement with the Company and subsequent Purchasers will purchase the Mortgage
Loans in reliance upon the independent status of the Company, and the representations as to the adequacy of its servicing facilities,
plant, personnel, records and procedures, its integrity, reputation and financial standing, and the continuance thereof. Therefore,
the Company shall neither assign this Agreement or the servicing hereunder or delegate its rights or duties hereunder or any portion
hereof (to other than a Subservicer) or sell or otherwise dispose of all or substantially all of its property or assets without the
prior written consent of the Purchaser, which consent shall be granted or withheld in the sole discretion of the Purchaser; provided,
however, that the Company may assign its right and obligations hereunder to any entity that is directly or indirectly owned or
controlled by the Company and the Company guarantees the performance by such entity of all obligations hereunder.
The Company shall not resign from the obligations and duties hereby imposed on it except by mutual consent of the
Company and the Purchaser or upon the determination that its duties hereunder are no longer permissible under applicable law and such
incapacity cannot be cured by the Company. Any such determination permitting the resignation of the Company shall be evidenced by an
Opinion of Counsel to such effect delivered to the Purchaser which Opinion of Counsel shall be in form and substance acceptable to
the Purchaser. No such resignation shall become effective until a successor shall have assumed the Company's responsibilities and
obligations hereunder in the manner provided in Section 12.01.
Without in any way limiting the generality of this Section 9.04, in the event that the Company either shall assign
this Agreement or the servicing responsibilities hereunder or delegate its duties hereunder or any portion thereof (to other than a
Subservicer) or sell or otherwise dispose of all or substantially all of its property or assets, without the prior written consent of
the Purchaser, then the Purchaser shall have the right to terminate this Agreement upon notice given as set forth in Section 10.01,
without any payment of any penalty or damages and without any liability whatsoever to the Company or any third party.
DEFAULT
Events of Default.
Each of the following shall constitute an Event of Default on the part of the Company:
any failure by the Company to remit to the Purchaser any payment required to be made under the terms of this
Agreement which continues unremedied for a period of three days after the date upon which written notice of such failure,
requiring the same to be remedied, shall have been given to the Company by the Purchaser; or
failure by the Company duly to observe or perform in any material respect any other of the covenants or
agreements on the part of the Company set forth in this Agreement which continues unremedied for a period of 30 days after
the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Company by
the Purchaser; or
failure by the Company to maintain its license to do business in any jurisdiction where the Mortgage Property is
located if such license is necessary for the Company to legally service the related Mortgage Loan; or
a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a
conservator or receiver or liquidator in any insolvency, readjustment of debt, including bankruptcy, marshaling of assets
and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against
the Company and such decree or order shall have remained in force undischarged or unstayed for a period of 60 days; or
the Company shall consent to the appointment of a conservator or receiver or liquidator in any insolvency,
readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Company or of or
relating to all or substantially all of its property; or
the Company shall admit in writing its inability to pay its debts generally as they become due, file a petition
to take advantage of any applicable insolvency, bankruptcy or reorganization statute, make an assignment for the benefit of
its creditors, voluntarily suspend payment of its obligations or cease its normal business operations for three Business
Days; or
the Company ceases to meet the qualifications of a Fannie Mae lender or servicer; or
the Company fails to maintain a minimum net worth of $25,000,000; or
the Company attempts to assign its right to servicing compensation hereunder or the Company attempts, without
the consent of the Purchaser, to sell or otherwise dispose of all or substantially all of its property or assets or to
assign this Agreement or the servicing responsibilities hereunder or to delegate its duties hereunder or any portion thereof
(to other than a Subservicer) in violation of Section 9.04.
In each and every such case, so long as an Event of Default shall not have been remedied, in addition to whatsoever
rights the Purchaser may have at law or equity to damages, including injunctive relief and specific performance, the Purchaser, by
notice in writing to the Company, may terminate all the rights and obligations of the Company under this Agreement and in and to the
Mortgage Loans and the proceeds thereof.
Upon receipt by the Company of such written notice, all authority and power of the Company under this Agreement,
whether with respect to the Mortgage Loans or otherwise, shall pass to and be vested in the successor appointed pursuant to Section
12.01. Upon written request from any Purchaser, the Company shall prepare, execute and deliver to the successor entity designated by
the Purchaser any and all documents and other instruments, place in such successor's possession all Mortgage Files, and do or cause
to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, including but not
limited to the transfer and endorsement or assignment of the Mortgage Loans and related documents, at the Company's sole expense. The
Company shall cooperate with the Purchaser and such successor in effecting the termination of the Company's responsibilities and
rights hereunder, including without limitation, the transfer to such successor for administration by it of all cash amounts which
shall at the time be credited by the Company to the Custodial Account or Escrow Account or thereafter received with respect to the
Mortgage Loans.
Waiver of Defaults.
By a written notice, the Purchaser may waive any default by the Company in the performance of its obligations
hereunder and its consequences. Upon any waiver of a past default, such default shall cease to exist, and any Event of Default
arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any
subsequent or other default or impair any right consequent thereon except to the extent expressly so waived.
TERMINATIONTermination.
This Agreement shall terminate upon either: (i) the later of the final payment or other liquidation (or any advance
with respect thereto) of the last Mortgage Loan or the disposition of any REO Property with respect to the last Mortgage Loan and the
remittance of all funds due hereunder; or (ii) mutual consent of the Company and the Purchaser in writing.
Termination Without Cause.
The Purchaser may terminate, at its sole option, any rights the Company may have hereunder, without cause, as
provided in this Section 11.02. Any such notice of termination shall be in writing and delivered to the Company by registered mail as
provided in Section 12.05.
In the event the Purchaser terminates the Company without cause with respect to some or all of the Mortgage Loans,
the Purchaser shall be required to pay to the Company a Termination Fee in an amount equal to 2.0% of the outstanding principal
balance of the terminated Mortgage Loans as of the date of such termination.
MISCELLANEOUS PROVISIONS
Successor to Company.
Prior to termination of the Company's responsibilities and duties under this Agreement pursuant to Sections 9.04,
10.01, 11.01 (ii) or pursuant to Section 11.02 after the 90 day period has expired, the Purchaser shall, (i) succeed to and assume
all of the Company's responsibilities, rights, duties and obligations under this Agreement, or (ii) appoint a successor having the
characteristics set forth in clauses (i) through (iii) of Section 9.02 and which shall succeed to all rights and assume all of the
responsibilities, duties and liabilities of the Company under this Agreement prior to the termination of Company's responsibilities,
duties and liabilities under this Agreement. In connection with such appointment and assumption, the Purchaser may make such
arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree. In the
event that the Company's duties, responsibilities and liabilities under this Agreement should be terminated pursuant to the
aforementioned sections, the Company shall discharge such duties and responsibilities during the period from the date it acquires
knowledge of such termination until the effective date thereof with the same degree of diligence and prudence which it is obligated
to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial
condition of its successor. The resignation or removal of the Company pursuant to the aforementioned sections shall not become
effective until a successor shall be appointed pursuant to this Section 12.01 and shall in no event relieve the Company of the
representations and warranties made pursuant to Sections 3.01 and 3.02 and the remedies available to the Purchaser under Sections
3.03, 3.04, 3.05 and 3.07, it being understood and agreed that the provisions of such Sections 3.01, 3.02, 3.03, 3.04, 3.05 and 3.07
shall be applicable to the Company notwithstanding any such sale, assignment, resignation or termination of the Company, or the
termination of this Agreement.
Any successor appointed as provided herein shall execute, acknowledge and deliver to the Company and to the
Purchaser an instrument accepting such appointment, wherein the successor shall make the representations and warranties set forth in
Section 3.01, except for subsections (f), (h), (i) and (k) thereof, whereupon such successor shall become fully vested with all the
rights, powers, duties, responsibilities, obligations and liabilities of the Company, with like effect as if originally named as a
party to this Agreement. Any termination or resignation of the Company or termination of this Agreement pursuant to Section 9.04,
10.01, 11.01 or 11.02 shall not affect any claims that any Purchaser may have against the Company arising out of the Company's
actions or failure to act prior to any such termination or resignation.
The Company shall deliver promptly to the successor servicer the Funds in the Custodial Account and Escrow Account
and all Mortgage Files and related documents and statements held by it hereunder and the Company shall account for all funds and
shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and definitively vest
in the successor all such rights, powers, duties, responsibilities, obligations and liabilities of the Company.
Upon a successor's acceptance of appointment as such, the Company shall notify by mail the Purchaser of such
appointment in accordance with the procedures set forth in Section 12.05.
Amendment.
This Agreement may be amended from time to time by the Company and the Purchaser by written agreement signed by the
Company and the Purchaser.
Governing Law.
This Agreement shall be construed in accordance with the laws of the State of New York and the obligations, rights
and remedies of the parties hereunder shall be determined in accordance with such laws.
Duration of Agreement.
This Agreement shall continue in existence and effect until terminated as herein provided. This Agreement shall
continue notwithstanding transfers of the Mortgage Loans by the Purchaser.
Notices.
All demands, notices and communications hereunder shall be in writing and shall be deemed to have been duly given if
personally delivered at or mailed by registered mail, postage prepaid, addressed as follows:
if to the Company:
Countrywide Home Loans, Inc.,
4500 Park Grenada
Calabasas, CA91302
Attention: David Spector
or such other address as may hereafter be furnished to the Purchaser in writing by the Company;
if to Purchaser:
EMC Mortgage Corporation
Mac Arthur Ridge II
909 Hidden Ridge Drive, Suite 200
Irving, Texas75014-1358
Attention: Ralene Ruyle
Severability of Provisions.
If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be held invalid for any
reason whatsoever, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants,
agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions
of this Agreement.
Relationship of Parties.
Nothing herein contained shall be deemed or construed to create a partnership or joint venture between the parties
hereto and the services of the Company shall be rendered as an independent contractor and not as agent for the Purchaser.
Execution; Successors and Assigns.
This Agreement may be executed in one or more counterparts and by the different parties hereto on separate
counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one
and the same agreement. Subject to Section 8.04, this Agreement shall inure to the benefit of and be binding upon the Company and the
Purchaser and their respective successors and assigns.
Recordation of Assignments of Mortgage.
To the extent permitted by applicable law, each of the Assignments of Mortgage is subject to recordation in all
appropriate public offices for real property records in all the counties or other comparable jurisdictions in which any or all of the
Mortgaged Properties are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected
at the Company's expense in the event recordation is either necessary under applicable law or requested by the Purchaser at its sole
option accordance with Section 14 of the Purchase Agreement.
Assignment by Purchaser.
The Purchaser shall have the right, without the consent of the Company but subject to the limit set forth in Section
2.02 hereof, to assign, in whole or in part, its interest under this Agreement with respect to some or all of the Mortgage Loans, and
designate any person to exercise any rights of the Purchaser hereunder, by executing an Assignment and Assumption Agreement
substantially in the form of Exhibit G hereto. Upon such assignment of rights and assumption of obligations, the assignee or designee
shall accede to the rights and obligations hereunder of the Purchaser with respect to such Mortgage Loans and the Purchaser as
assignor shall be released from all obligations hereunder with respect to such Mortgage Loans from and after the date of such
assignment and assumption. All references to the Purchaser in this Agreement shall be deemed to include its assignee or designee.
No Personal Solicitation.
From and after the related Closing Date, the Company hereby agrees that it will not take any action or permit or
cause any action to be taken by any of its agents or affiliates, or by any independent contractors or independent mortgage brokerage
companies on the Company's behalf, to personally, by telephone or mail, solicit the Mortgagor under any Mortgage Loan for the purpose
of refinancing such Mortgage Loan; provided, that the Company may solicit any Mortgagor for whom the Company has received a request
for verification of mortgage, a request for demand for payoff, a mortgagor initiated written or verbal communication indicating a
desire to prepay the related Mortgage Loan, or the mortgagor initiates a title search, provided further, it is understood and agreed
that promotions undertaken by the Company or any of its affiliates which (i) concern optional insurance products or other additional
projects, (ii) are directed to the general public at large, including, without limitation, mass mailings based on commercially
acquired mailing lists, newspaper, radio and television advertisements, (iii) are directed to mortgagors who have a specific type of
mortgage (i.e., balloon Mortgage Loans, LIBOR Mortgage Loans, etc.) or (iv) directed to those mortgagors whose mortgages fall within
specific interest rate ranges shall not constitute solicitation under this Section 12.11 nor is the Company prohibited from
responding to unsolicited requests or inquiries made by a Mortgagor or an agent of a Mortgagor. Notwithstanding the foregoing, the
following solicitations, if undertaken by the Company or any affiliate of the Company, shall not be prohibited under this Section
12.11: (i) solicitations that are directed to the general public at large, including, without limitation, mass mailings based on
commercially acquired mailing lists and newspaper, radio, television and other mass media advertisements; (ii) borrower messages
included on, and statement inserts provided with, the monthly statements sent to Mortgagors; provided, however, that similar messages
and inserts are sent to the borrowers of other mortgage loans serviced by the Company.
IN WITNESS WHEREOF, the Company and the Purchaser have caused their names to be signed hereto by their respective
officers thereunto duly authorized as of the day and year first above written.
EMC MORTGAGE CORPORATION
By: _______________________________
Name: Ralene Ruyle
Title: President
COUNTRYWIDE HOME LOANS, INC.
By: ________________________________
Name: ______________________________
Title: _______________________________
STATE OF NEW YORK )
) ss.:
COUNTY OF___________ )
On the __ day of ________, 200_ before me, a Notary Public in and for said State, personally appeared ________,
known to me to be Vice President of EMC Mortgage Corporation, the federal savings association that executed the within instrument and
also known to me to be the person who executed it on behalf of said corporation, and acknowledged to me that such corporation
executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand affixed my office seal the day and year in this certificate first
above written.
______________________________________
Notary Public
My Commission expires __________________
STATE OF )
) ss.:
COUNTY OF____________ )
On the __ day of _______, 200_ before me, a Notary Public in and for said State, personally appeared __________,
known to me to be ______________ of Countrywide Home Loans, Inc. the corporation that executed the within instrument and also known
to me to be the person who executed it on behalf of said corporation, and acknowledged to me that such corporation executed the
within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand affixed my office seal the day and year in this certificate first
above written.
______________________________________
Notary Public
My Commission expires___________________
EXHIBIT B
CONTENTS OF EACH MORTGAGE FILE
With respect to each Mortgage Loan, the Mortgage File shall include each of the following items, which shall be
available for inspection by the Purchaser and any prospective Purchaser, and which shall be retained by the Company in the Servicing
File or delivered to the Custodian pursuant to Section 2.01 and 2.03 of the Seller's Warranties and Servicing Agreement to which this
Exhibit is attached (the "Agreement"):
The original Mortgage Note bearing all intervening endorsements, endorsed "Pay to the order of _________ without recourse"
and signed in the name of the Company by an authorized officer (in the event that the Mortgage Loan was acquired by
the Company in a merger, the signature must be in the following form: "Countrywide Home Loans, Inc., successor by
merger to [name of predecessor]"; and in the event that the Mortgage Loan was acquired or originated by the Company
while doing business under another name, the signature must be in the following form: "Countrywide Home Loans, Inc.,
formerly known as [previous name]").
The original of any guarantee executed in connection with the Mortgage Note (if any).
The original Mortgage, with evidence of recording thereon. If in connection with any Mortgage Loan, the Company cannot
deliver or cause to be delivered the original Mortgage with evidence of recording thereon on or prior to the related
Closing Date because of a delay caused by the public recording office where such Mortgage has been delivered for
recordation or because such Mortgage has been lost or because such public recording office retains the original
recorded Mortgage, the Company shall deliver or cause to be delivered to the Custodian, a photocopy of such
Mortgage, together with (i) in the case of a delay caused by the public recording office, an Officer's Certificate
of the Company stating that such Mortgage has been dispatched to the appropriate public recording office for
recordation and that the original recorded Mortgage or a copy of such Mortgage certified by such public recording
office to be a true and complete copy of the original recorded Mortgage will be promptly delivered to the Custodian
upon receipt thereof by the Company; or (ii) in the case of a Mortgage where a public recording office retains the
original recorded Mortgage or in the case where a Mortgage is lost after recordation in a public recording office, a
copy of such Mortgage certified by such public recording office or by the title insurance company that issued the
title policy to be a true and complete copy of the original recorded Mortgage.
The originals of all assumption, modification, consolidation or extension agreements, with evidence of recording thereon.
The original Assignment of Mortgage for each Mortgage Loan, in form and substance acceptable for recording, delivered in
blank. If the Mortgage Loan was acquired by the Company in a merger, the Assignment of Mortgage must be made by
"Countrywide Home Loans, Inc., successor by merger to [name of predecessor]." If the Mortgage Loan was acquired or
originated by the Company while doing business under another name, the Assignment of Mortgage must be by
"Countrywide Home Loans, Inc., formerly known as [previous name]."
Originals of all intervening assignments of the Mortgage with evidence of recording thereon, or if any such intervening
assignment has not been returned from the applicable recording office or has been lost or if such public recording
office retains the original recorded assignments of mortgage, the Company shall deliver or cause to be delivered to
the Custodian, a photocopy of such intervening assignment, together with (i) in the case of a delay caused by the
public recording office, an Officer's Certificate of the Company stating that such intervening assignment of
mortgage has been dispatched to the appropriate public recording office for recordation and that such original
recorded intervening assignment of mortgage or a copy of such intervening assignment of mortgage certified by the
appropriate public recording office or by the title insurance company that issued the title policy to be a true and
complete copy of the original recorded intervening assignment of mortgage will be promptly delivered to the
Custodian upon receipt thereof by the Company; or (ii) in the case of an intervening assignment where a public
recording office retains the original recorded intervening assignment or in the case where an intervening assignment
is lost after recordation in a public recording office, a copy of such intervening assignment certified by such
public recording office to be a true and complete copy of the original recorded intervening assignment.
The original mortgagee policy of title insurance or attorney's opinion of title and abstract of title.
Any security agreement, chattel mortgage or equivalent executed in connection with the Mortgage.
The original hazard insurance policy and, if required by law, flood insurance policy, in accordance with Section 4.10 of the
Agreement.
Residential loan application.
Mortgage Loan closing statement.
Verification of employment and income.
Verification of acceptable evidence of source and amount of downpayment.
Credit report on the Mortgagor.
Residential appraisal report.
Photograph of the Mortgaged Property.
Survey of the Mortgaged Property.
Copy of each instrument necessary to complete identification of any exception set forth in the exception schedule in the
title policy, i.e., map or plat, restrictions, easements, sewer agreements, home association declarations, etc.
All required disclosure statements.
If available, termite report, structural engineer's report, water potability and septic certification.
Sales contract.
Tax receipts, insurance premium receipts, ledger sheets, payment history from date of origination, insurance claim files,
correspondence, current and historical computerized data files, and all other processing, underwriting and closing
papers and records which are customarily contained in a mortgage loan file and which are required to document the
Mortgage Loan or to service the Mortgage Loan.
In the event an Officer's Certificate of the Company is delivered to the Custodian because of a delay caused by the
public recording office in returning any recorded document, the Company shall deliver to the Custodian, within 180 days of the
related Closing Date, an Officer's Certificate which shall (i) identify the recorded document, (ii) state that the recorded document
has not been delivered to the Custodian due solely to a delay caused by the public recording office, (iii) state the amount of time
generally required by the applicable recording office to record and return a document submitted for recordation, and (iv) specify the
date the applicable recorded document will be delivered to the Custodian. The Company shall be required to deliver to the Custodian
the applicable recorded document by the date specified in (iv) above. An extension of the date specified in (iv) above may be
requested from the Purchaser, which consent shall not be unreasonably withheld.
EXHIBIT C
MORTGAGE LOAN DOCUMENTS
The Mortgage Loan Documents for each Mortgage Loan shall include each of the following items, which shall be
delivered to the Custodian pursuant to Section 2.01 of the Seller's Warranties and Servicing Agreement to which this Exhibit is
annexed (the "Agreement"):
the original Mortgage Note bearing all intervening endorsements, endorsed "Pay to the order of ___________, without
recourse" and signed in the name of the Company by an authorized officer. To the extent that there is no room on the face of the
Mortgage Note for endorsements, the endorsement may be contained on an allonge, if state law so allows. If the Mortgage Loan was
acquired by the Company in a merger, the endorsement must be by "Countrywide Home Loans, Inc., successor by merger to [name of
predecessor]." If the Mortgage Loan was acquired or originated by the Company while doing business under another name, the
endorsement must be by "Countrywide Home Loans, Inc., formerly known as [previous name]";
the original of any guarantee executed in connection with the Mortgage Note;
the original Mortgage with evidence of recording thereon, and the original recorded power of attorney, if the
Mortgage was executed pursuant to a power of attorney, with evidence of recording thereon;
the originals of all assumption, modification, consolidation or extension agreements, with evidence of recording
thereon;
the original Assignment of Mortgage for each Mortgage Loan, in form and substance acceptable for recording,
delivered in blank, or the original Assignment of Mortgage in recordable form into MERS. If the Mortgage Loan was acquired by the
Company in a merger, the Assignment of Mortgage must be made by "Countrywide Home Loans, Inc., successor by merger to [name of
predecessor]." If the Mortgage Loan was acquired or originated by the Company while doing business under another name, the
Assignment of Mortgage must be by "Countrywide Home Loans, Inc., formerly known as [previous name];"
the originals of all intervening assignments of mortgage with evidence of recording thereon, including warehousing
assignments, if any;
the original mortgagee title insurance policy;
such other documents as the Purchaser may require.
EXHIBIT D-1
CUSTODIAL ACCOUNT CERTIFICATION
_____________________, 200_
Countrywide Home Loans, Inc. hereby certifies that it has established the account described below as a Custodial
Account pursuant to Section 4.04 of the Seller's Warranties and Servicing Agreement, dated as of September 1, 2002, Residential
Adjustable Rate Mortgage Loans.
Title of Account:_Countrywide Home Loans, Inc. in trust for the Purchaser
Account Number:__________________
Address of office or branch
of the Company at
which Account is maintained: ________________________________________
Re:
Re:
Re:
Countrywide Home Loans, Inc.
Company
By: ___________________________________
Name: ________________________________
Title: _________________________________
EXHIBIT D-2
CUSTODIAL ACCOUNT LETTER AGREEMENT
_________________, 200_
To: _________________________________
_________________________________
_________________________________
(the "Depository")
As Company under the Seller's Warranties and Servicing Agreement, dated as of September 1, 2002, Residential
Adjustable Rate Mortgage Loans (the "Agreement"), we hereby authorize and request you to establish an account, as a Custodial Account
pursuant to Section 4.04 of the Agreement, to be designated as "[Servicer] in trust for the Purchaser - Residential Adjustable RateMortgage Loans." All deposits in the account shall be subject to withdrawal therefrom by order signed by the Company. You may refuse
any deposit which would result in violation of the requirement that the account be fully insured as described below. This letter is
submitted to you in duplicate. Please execute and return one original to us.
[COUNTRYWIDE HOME LOANS, INC.]
By: __________________________________
Name: ________________________________
Title: _______________________________
Date:_________________________________
The undersigned, as Depository, hereby certifies that the above described account has been established under Account
Number __________, at the office of the Depository indicated above, and agrees to honor withdrawals on such account as provided
above. The full amount deposited at any time in the account will be insured by the Federal Deposit Insurance Corporation through the
Bank Insurance Fund ("BIF") or the Savings Association Insurance Fund ("SAIF").
_______________________________________
Depository
By: ___________________________________
Name: _________________________________
Title: ________________________________
Date:__________________________________
EXHIBIT E-1
ESCROW ACCOUNT CERTIFICATION
__________________, 200_
Countrywide Home Loans, Inc. hereby certifies that it has established the account described below as an Escrow
Account pursuant to Section 4.06 of the Seller's Warranties and Servicing Agreement, dated as of September 1, 2002, Residential
Adjustable Rate Mortgage Loans.
Title of Account: "Countrywide Home Loans, Inc. in trust for the Purchaser and various Mortgagors."
Account Number: ______________
Address of office or branch
of the Company at
which Account is maintained: _______________________________________
Re:
[COUNTRYWIDE HOME LOANS, INC.]
By: __________________________________
Name: ________________________________
Title: _______________________________
EXHIBIT E-2
ESCROW ACCOUNT LETTER AGREEMENT
___________________, 200_
To: _________________________________
_________________________________
_________________________________
(the "Depository")
As Company under the Seller's Warranties and Servicing Agreement, dated as of September 1, 2002 Residential
Adjustable Rate Mortgage Loans (the "Agreement"), we hereby authorize and request you to establish an account, as an Escrow Account
pursuant to Section 4.07 of the Agreement, to be designated as "[Servicer], in trust for the Purchaser - Residential Adjustable RateMortgage Loans." All deposits in the account shall be subject to withdrawal therefrom by order signed by the Company. You may refuse
any deposit which would result in violation of the requirement that the account be fully insured as described below. This letter is
submitted to you in duplicate. Please execute and return one original to us.
[COUNTRYWIDE HOME LOANS, INC.]
By: __________________________________
Name: ________________________________
Title: _______________________________
Date:_________________________________
The undersigned, as Depository, hereby certifies that the above described account has been established under Account
Number ______, at the office of the Depository indicated above, and agrees to honor withdrawals on such account as provided above.
The full amount deposited at any time in the account will be insured by the Federal Deposit Insurance Corporation through the Bank
Insurance Fund ("BIF") or the Savings Association Insurance Fund ("SAIF").
______________________________________
Depository
By: __________________________________
Name: ________________________________
Title: _______________________________
Date:_________________________________
EXHIBIT F
MONTHLY REMITTANCE ADVICE
EXHIBIT G
ASSIGNMENT AND ASSUMPTION
_________________, 200_
ASSIGNMENT AND ASSUMPTION, dated __________, between __________________________________, a ___________________
corporation having an office at __________________ ("Assignor") and _________________________________, a __________________
corporation having an office at __________________ ("Assignee"):
For and in consideration of the sum of TEN DOLLARS ($10.00) and other valuable consideration the receipt and
sufficiency of which hereby are acknowledged, and of the mutual covenants herein contained, the parties hereto hereby agree as
follows:
(vii) The Assignor hereby grants, transfers and assigns to Assignee all of the right, title and interest of
Assignor, as purchaser, in, to and under that certain Seller's Warranties and Servicing Agreement, Residential Adjustable Rate
Mortgage Loans (the "Seller's Warranties and Servicing Agreement"), dated as of September 1, 2002, by and between EMC Mortgage
Corporation (the "Purchaser"), and Countrywide Home Loans, Inc. (the "Company"), and the Mortgage Loans delivered thereunder by the
Company to the Assignor.
(viii) The Assignor warrants and represents to, and covenants with, the Assignee that:
a. The Assignor is the lawful owner of the Mortgage Loans with the full right to transfer the Mortgage Loans free
from any and all claims and encumbrances whatsoever;
b. The Assignor has not received notice of, and has no knowledge of, any offsets, counterclaims or other defenses
available to the Company with respect to the Seller's Warranties and Servicing Agreement or the Mortgage Loans;
c. The Assignor has not waived or agreed to any waiver under, or agreed to any amendment or other modification of,
the Seller's Warranties and Servicing Agreement, the Custodial Agreement or the Mortgage Loans, including without limitation the
transfer of the servicing obligations under the Seller's Warranties and Servicing Agreement. The Assignor has no knowledge of, and
has not received notice of, any waivers under or amendments or other modifications of, or assignments of rights or obligations under,
the Seller's Warranties and Servicing Agreement or the Mortgage Loans; and
d. Neither the Assignor nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise
disposed of the Mortgage Loans, any interest in the Mortgage Loans or any other similar security to, or solicited any offer to buy or
accept a transfer, pledge or other disposition of the Mortgage Loans, any interest in the Mortgage Loans or any other similar
security from, or otherwise approached or negotiated with respect to the Mortgage Loans, any interest in the Mortgage Loans or any
other similar security with, any person in any manner, or made any general solicitation by means of general advertising or in any
other manner, or taken any other action which would constitute a distribution of the Mortgage Loans under the Securities Act of 1933
(the "33 Act") or which would render the disposition of the Mortgage Loans a violation of Section 5 of the 33 Act or require
registration pursuant thereto.
(ix) The Assignee warrants and represents to, and covenants with, the Assignor and the Company that:
e. The Assignee agrees to be bound, as Purchaser, by all of the terms, covenants and conditions of the Seller's
Warranties and Servicing Agreement, the Mortgage Loans and the Custodial Agreement, and from and after the date hereof, the Assignee
assumes for the benefit of each of the Company and the Assignor all of the Assignor's obligations as Purchaser thereunder;
f. The Assignee understands that the Mortgage Loans have not been registered under the 33 Act or the securities
laws of any state;
g. The purchase price being paid by the Assignee for the Mortgage Loans are in excess of $250,000 and will be paid
by cash remittance of the full purchase price within 60 days of the sale;
h. The Assignee is acquiring the Mortgage Loans for investment for its own account only and not for any other
person. In this connection, neither the Assignee nor any Person authorized to act therefor has offered the Mortgage Loans by means of
any general advertising or general solicitation within the meaning of Rule 502(c) of U.S. Securities and Exchange Commission
Regulation D, promulgated under the 1933 Act;
i. The Assignee considers itself a substantial, sophisticated institutional investor having such knowledge and
experience in financial and business matters that it is capable of evaluating the merits and risks of investment in the Mortgage
Loans;
j. The Assignee has been furnished with all information regarding the Mortgage Loans that it has requested from the
Assignor or the Company;
k. Neither the Assignee nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise
disposed of the Mortgage Loans, any interest in the Mortgage Loans or any other similar security to, or solicited any offer to buy or
accept a transfer, pledge or other disposition of the Mortgage Loans, any interest in the Mortgage Loans or any other similar
security from, or otherwise approached or negotiated with respect to the Mortgage Loans, any interest in the Mortgage Loans or any
other similar security with, any person in any manner which would constitute a distribution of the Mortgage Loans under the 33 Act or
which would render the disposition of the Mortgage Loans a violation of Section 5 of the 33 Act or require registration pursuant
thereto, nor will it act, nor has it authorized or will it authorize any person to act, in such manner with respect to the Mortgage
Loans; and
l. Either: (1) the Assignee is not an employee benefit plan ("Plan") within the meaning of section 3(3) of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA") or a plan (also "Plan") within the meaning of section
4975(e)(1) of the Internal Revenue Code of 1986 ("Code"), and the Assignee is not directly or indirectly purchasing the Mortgage
Loans on behalf of, investment manager of, as named fiduciary of, as Trustee of, or with assets of, a Plan; or (2) the Assignee's
purchase of the Mortgage Loans will not result in a prohibited transaction under section 406 of ERISA or section 4975 of the Code.
m. The Assignee's address for purposes of all notices and correspondence related to the Mortgage Loans and the
Seller's Warranties and Servicing Agreement is:
________________________
________________________
Attention: _____________
The Assignee's wire transfer instructions for purposes of all remittances and payments related to the Mortgage Loans
and the Seller's Warranties and Servicing Agreement are:
________________________
________________________
________________________
IN WITNESS WHEREOF, the parties have caused this Assignment and Assumption to be executed by their duly authorized
officers as of the date first above written.
_____________________________________________________ _____________________________________________________
Assignor Assignee
By:__________________________________________________ By: _________________________________________________
Its:_________________________________________________ Its: ________________________________________________
EXHIBIT H
UNDERWRITING GUIDELINES
EXHIBIT I
ACKNOWLEDGMENT AGREEMENT
On this ____ day of ____________, 200_, EMC Mortgage Corporation, (the "Purchaser") as the Purchaser under that
certain Seller's Warranties and Servicing Agreement dated as of September 1, 2002, (the "Agreement"), does hereby contract with
Countrywide Home Loans Inc. (the "Company") as Company under the Agreement, for the servicing responsibilities related to the
Mortgage Loans listed on the related Mortgage Loan Schedule attached hereto. The Company hereby accepts the servicing
responsibilities transferred hereby and on the date hereof assumes all servicing responsibilities related to the Mortgage Loans
identified on the related Mortgage Loan Schedule all in accordance with the Agreement. The contents of each Servicing File required
to be delivered to service the Mortgage Loans pursuant to the Agreement have been or shall be delivered to the Company by the
Purchaser in accordance with the terms of the Agreement.
With respect to the Mortgage Loans made subject to the Agreement hereby, the related Closing Date shall be
___________________.
All other terms and conditions of this transaction shall be governed by the Agreement.
Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement.
This Acknowledgment Agreement may be executed simultaneously in any number of counterparts. Each counterpart shall
be deemed to be an original, and all such counterparts shall constitute one and the same instrument.
IN WITNESS WHEREOF, the Purchaser and the Company have caused their names to be signed hereto by their respective
officers thereunto duly authorized as of the day and year first above written.
PURCHASER:
EMC MORTGAGE CORPORATION
By: ___________________________
Name: ________________________
Title: _________________________
SELLER:
COUNTRYWIDE HOME LOANS, INC.
By: _________________________
Name: _______________________
Title: ________________________
AMENDMENT NUMBER ONE
to the
SELLER'S WARRANTIES AND SERVICING AGREEMENT
dated as of September 1, 2002
by and between
COUNTRYWIDE HOME LOANS, INC.
Company,
and
EMC MORTGAGE CORPORATION
Purchaser
THIS AMENDMENT NUMBER ONE IS MADE THIS 1ST DAY OF JANUARY, 2003, BY AND BETWEEN COUNTRYWIDE HOME LOANS, INC., HAVING AN
ADDRESS AT 4500 PARK GRANADA, CALABASAS, CALIFORNIA91302 (THE "COMPANY") AND EMC MORTGAGE CORPORATION, HAVING AN ADDRESS AT MAC
ARTHUR RIDGE II, 909 HIDDEN RIDGE DRIVE, SUITE 200, IRVING, TEXAS75014-1358 (THE "PURCHASER"), TO THE SELLER'S WARRANTIES AND
SERVICING AGREEMENT, DATED AS OF SEPTEMBER 1, 2002, BY AND BETWEEN THE COMPANY AND THE PURCHASER (THE "AGREEMENT").
RECITALS
WHEREAS, the Company and the Purchaser have agreed to amend the Agreement as set forth herein.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
and for the mutual covenants herein contained, the parties hereto hereby agree as follows:
SECTION 1. Amendments. Effective as of January 1, 2003, the Agreement is hereby modified by making the
following additions, deletions or modifications:
A) All references to "Residential Adjustable Rate Mortgage Loans" are hereby deleted in their entirety and replaced with
"Residential Fixed and Adjustable Rate Mortgage Loans" in the following sections: (i) the cover page, (ii) Section
4.04, (iii) Section 4.06, (iv) Exhibit D-1, (v) Exhibit D-2, (vi) Exhibit E-1, (vii) Exhibit E-2, and (viii) Exhibit G.
B) The references to "adjustable rate" are hereby deleted and replaced with "fixed and adjustable rate" in the following
sections: (i) the introductory sentence of the Agreement, and (ii) Section 3.01(i).
C) The definition of "Convertible Mortgage Loan" is hereby deleted in its entirety.
D) The definition of "5/1 ARM Mortgage Loan" is hereby deleted in its entirety.
E) The definition of "Gross Margin" is hereby modified by deleting it in its entirety and replacing it with the following:
Gross Margin: With respect to each adjustable rate Mortgage Loan, the fixed percentage amount set forth on the related
Mortgage Note, which amount is added to the Index in accordance with the terms of the related Mortgage Note to determine
on each Interest Rate Adjustment Date, the Mortgage Interest Rate for such Mortgage Loan.
F) The definition of "Index" is hereby modified by deleting it in its entirety and replacing it with the following:
Index: With respect to any adjustable rate Mortgage Loan, the index identified on the related Mortgage Loan
Schedule and set forth in the related Mortgage Note for the purpose of calculating the Mortgage Interest Rate thereon.
G) The definition of "Initial Rate Cap" is hereby modified by deleting it in its entirety and replacing it with the
following:
Initial Rate Cap: With respect to each adjustable rate Mortgage Loan and the initial Interest Rate Adjustment Date
therefor, a number of percentage points per annum that is set forth in the related Mortgage Loan Schedule and in the
related Mortgage Note, which is the maximum amount by which the Mortgage Interest Rate for such adjustable rate Mortgage
Loan may increase or decrease from the Mortgage Interest Rate in effect immediately prior to such Interest Rate
Adjustment Date.
H) The definition of "LIBOR Mortgage Loan" is hereby deleted in its entirety.
I) The definition of "Lifetime Mortgage Interest Rate Cap" is hereby modified by deleting it in its entirety and replacing
it with the following:
Lifetime Mortgage Interest Rate Cap: With respect to each adjustable rate Mortgage Loan, the absolute maximum Mortgage
Interest Rate payable, above which the Mortgage Interest Rate cannot be adjusted.
J) The definition of "Mortgage Interest Rate" is hereby modified by deleting it in its entirety and replacing it with the
following:
Mortgage Interest Rate: The annual rate at which Interest accrues on any Mortgage Loan, and with respect to adjustable
rate Mortgage Loans, the annual rate at which Interest accrues as adjusted from time to time in accordance with the
provisions of the related Mortgage Note and in compliance with the related Initial Rate Cap, Lifetime Mortgage Interest
Rate Cap and Periodic Rate Cap, if any, of the related Mortgage Note.
K) The definition of "Mortgage Loan" is hereby modified by deleting it in its entirety and replacing it with the following:
Mortgage Loan: An individual fixed or adjustable rate Mortgage Loan which is the subject of this Agreement, each
Mortgage Loan originally sold and subject to this Agreement being identified on the Mortgage Loan Schedule, which
Mortgage Loan includes without limitation the Mortgage File, the Monthly Payments, Principal Prepayments, Liquidation
Proceeds, condemnation proceeds, Insurance Proceeds, REO disposition proceeds, and all other rights, benefits, proceeds
and obligations arising from or in connection with such Mortgage Loan.
L) The definition of "Non-Convertible Mortgage Loan" is hereby deleted in its entirety.
M) The definition of "Servicing Fee Rate" is hereby modified by deleting it in its entirety and replacing it with the
following:
Servicing Fee Rate: (i) 0.25% per annum with respect to fixed rate Mortgage Loans and certain adjustable rate Mortgage
Loans as specified on the Mortgage Loan Schedule, (ii) 0.375% per annum with respect to certain adjustable rate Mortgage
Loans as specified on the Mortgage Loan Schedule, and (iii) 0.25% with respect to certain adjustable rate Mortgage Loans
for the period prior to the initial Interest Rate Adjustment Date and 0.375% for the period following the initial
Interest Rate Adjustment Date as specified in the Mortgage Loan Schedule.
N) The definition of "7/1 ARM Mortgage Loan" is hereby deleted in its entirety.
O) The definition of "10/1 ARM Mortgage Loan" is hereby deleted in its entirety.
P) The definition of "3/1 ARM Mortgage Loan" is hereby deleted in its entirety.
Q) The definition of "Treasury Rate Mortgage Loan" is hereby deleted in its entirety.
R) Section 3.01(c) is hereby modified by deleting the subpart in its entirety and replacing it with the following:
(c) No Conflicts; No Default. Neither the execution and delivery of this Agreement, the acquisition of the
Mortgage Loans by the Company, the sale of the Mortgage Loans to the Purchaser or the transactions contemplated
hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement, will conflict
with or result in a breach of any of the terms, conditions or provisions of the Company's charter or by-laws or
any legal restriction or any agreement or instrument to which the Company is now a party or by which it is
bound, or constitute a default or result in an acceleration under any of the foregoing, or result in the
violation of any law, rule, regulation, order, judgment or decree to which the Company or its property is
subject, or impair the ability of the Purchaser to realize on the Mortgage Loans, or impair the value of the
Mortgage Loans. The Company is not in default, and has received no notice of default, under this Agreement;
S) Section 3.01(d) is hereby modified by deleting the subpart in its entirety and replacing it with the following:
(d) Ability to Service. The Company is an approved seller/servicer of conventional residential mortgage loans for
the United States Department of Housing and Urban Development ("HUD"), Fannie Mae, Freddie Mac, or any
successor thereto, with the facilities, procedures, and experienced personnel necessary for the sound servicing
of mortgage loans of the same type as the Mortgage Loans. The Company is in good standing to sell mortgage
loans to and service mortgage loans for HUD, Fannie Mae or Freddie Mac, and no event has occurred, including
but not limited to a change in insurance coverage, which would make the Company unable to comply with HUD,
Fannie Mae or Freddie Mac eligibility requirements or which would require notification to either HUD, Fannie
Mae or Freddie Mac;
T) The following shall be inserted as the last sentence of Section 3.02(f):
"To the best of Company's knowledge, the Mortgaged Property is free of material damage;"
U) The first sentence of Section 3.02(k) is hereby modified by deleting the sentence in its entirety and replacing it with
the following:
(k) Validity of Mortgage Documents. The Mortgage Note and the Mortgage are genuine, on forms generally acceptable
to Fannie Mae and Freddie Mac, and each is the legal, valid and binding obligation of the maker thereof
enforceable in accordance with its terms.
V) The following shall be inserted as the last sentence of Section 3.02(m):
"Upon recordation of the Mortgage Note, Purchaser or its designee will be the owner of record of the Mortgage and
the indebtedness evidenced by the Mortgage Note. Upon the sale of the Mortgage Loans, Purchaser will own such
Mortgage Loans free and clear of any encumbrance, equity, participation interest, pledge, change, claim or security
interest."
W) Section 3.02(t) is hereby modified by deleting the subpart in its entirety and replacing it with the following:
(t) Origination; Payment Terms. The Mortgage Loan was originated by either i) the Company, which is a
FNMA-approved, FHLMC-approved and HUD-approved mortgage banker, or ii) an entity that is a FNMA-approved,
FHLMC-approved and HUD-approved mortgage banker, or a savings and loan association, a savings bank, a
commercial bank or similar banking institution which is supervised and examined by a Federal or state
authority. The Mortgage Interest Rate for an adjustable rate Mortgage Loan is adjusted as set forth in the
related Mortgage Note. The Mortgage Note is payable each month in monthly installments of principal and
interest, with interest in arrears, and requires Monthly Payments sufficient to amortize the original principal
balance of the Mortgage Loan over a term of no more than 30 years. Each convertible Mortgage Loan contains a
provision whereby the Mortgagor is permitted to convert the Mortgage Loan to a fixed-rate mortgage loan. No
Mortgage Loan has a provision for negative amortization;
X) Section 3.05 is hereby modified by deleting the section in its entirety and replacing it with the following:
Section 3.05 Repurchase Upon Conversion.
In the event the Mortgagor under any convertible Mortgage Loan elects to convert said Mortgage Loan to a fixed rate mortgage
loan, as provided in the related Mortgage Note, then the Company shall repurchase the related Mortgage Loan in the month the
conversion takes place and in the manner prescribed in Section 3.04 at the Repurchase Price.
Y) The following shall be inserted as the last sentence of Section 9.01:
"All indemnification provisions of this Agreement, including but not limited to those set forth in this Section
9.01, shall survive the termination of this Agreement."
SECTION 2. Defined Terms. Any terms capitalized but not otherwise defined herein shall have the respective
meanings set forth in the Agreement.
SECTION 3. Governing Law. THIS AMENDMENT NUMBER ONE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW) AND THE OBLIGATIONS, RIGHTS, AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS WITHOUT REGARD TO CONFLICT OF LAWS DOCTRINE APPLIED IN SUCH STATE
(OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).
SECTION 4. Counterparts. This Amendment Number One may be executed by each of the parties hereto on any
number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same
instrument.
SECTION 5. Limited Effect. Except as amended hereby, the Agreement shall continue in full force and effect
in accordance with its terms. Reference to this Amendment Number One need not be made in the Agreement or any other instrument or
document executed in connection therewith, or in any certificate, letter or communication issued or made pursuant to, or with respect
to, the Agreement, any reference in any of such items to the Agreement being sufficient to refer to the Agreement as amended hereby.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Company and the Purchaser have caused this Amendment Number One to be executed and delivered
by their duly authorized officers as of the day and year first above written.
COUNTRYWIDE HOME LOANS, INC.
(Company)
By: ________________________________
Name:
Title:
EMC MORTGAGE CORPORATION
(Purchaser)
By: __________________________
Name:
Title:
AMENDMENT REG AB
TO THE MASTER MORTGAGE LOAN PURCHASEAND SERVICING AGREEMENT
This is Amendment Reg AB ("Amendment Reg AB"), dated as of January 1, 2006, by and between EMC Mortgage Corporation
(the "Purchaser"), and Countrywide Home Loans, Inc. (the "Company") to that certain Seller's Warranties and Servicing Agreement]
dated as of September 1, 2002 by and between the Company and the Purchaser (as amended, modified or supplemented, the "Existing
Agreement").
W I T N E S S E T H
WHEREAS, the Company and the Purchaser have agreed, subject to the terms and conditions of this Amendment Reg AB
that the Existing Agreement be amended to reflect agreed upon revisions to the terms of the Existing Agreement.
Accordingly, the Company and the Purchaser hereby agree, in consideration of the mutual premises and mutual
obligations set forth herein, that the Existing Agreement is hereby amended as follows:
1. Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Existing Agreement. The
Existing Agreement is hereby amended by adding the following definitions in their proper alphabetical order:
Commission: The United States Securities and Exchange Commission.
Company Information: As defined in Section 2(g)(i)(A)(1).
Depositor: The depositor, as such term is defined in Regulation AB, with respect to any Securitization Transaction.
Exchange Act: The Securities Exchange Act of 1934, as amended.
Master Servicer: With respect to any Securitization Transaction, the "master servicer," if any, identified in the related
transaction documents.
Qualified Correspondent: Any Person from which the Company purchased Mortgage Loans, provided that the following conditions
are satisfied: (i) such Mortgage Loans were either (x) originated pursuant to an agreement between the Company and such Person that
contemplated that such Person would underwrite mortgage loans from time to time, for sale to the Company, in accordance with
underwriting guidelines designated by the Company ("Designated Guidelines") or guidelines that do not vary materially from such
Designated Guidelines or (y) individually re-underwritten by the Company to the Designated Guidelines at the time such Mortgage Loans
were acquired by the Company; (ii) either (x) the Designated Guidelines were, at the time such Mortgage Loans were originated, used
by the Company in origination of mortgage loans of the same type as the Mortgage Loans for the Company's own account or (y) the
Designated Guidelines were, at the time such Mortgage Loans were underwritten, designated by the Company on a consistent basis for
use by lenders in originating mortgage loans to be purchased by the Company; and (iii) the Company employed, at the time such
Mortgage Loans were acquired by the Company, pre-purchase or post-purchase quality assurance procedures (which may involve, among
other things, review of a sample of mortgage loans purchased during a particular time period or through particular channels) designed
to ensure that either Persons from which it purchased mortgage loans properly applied the underwriting criteria designated by the
Company or the Mortgage Loans purchased by the Company substantially comply with the Designated Guidelines.
Reconstitution: Any Securitization Transaction or Whole Loan Transfer.
Reconstitution Agreement: An agreement or agreements entered into by the Company and the Purchaser and/or certain third
parties in connection with a Reconstitution with respect to any or all of the Mortgage Loans serviced under the Agreement.
Regulation AB: Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123, as such may be
amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission in the
adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the
staff of the Commission, or as may be provided by the Commission or its staff from time to time.
Securities Act: The Securities Act of 1933, as amended.
Securitization Transaction: Any transaction subject to Regulation AB involving either (1) a sale or other transfer of some
or all of the Mortgage Loans directly or indirectly to an issuing entity in connection with an issuance of publicly offered, rated or
unrated mortgage-backed securities or (2) an issuance of publicly offered, rated or unrated securities, the payments on which are
determined primarily by reference to one or more portfolios of residential mortgage loans consisting, in whole or in part, of some or
all of the Mortgage Loans.
Servicer: As defined in Section 2(c)(iii).
Servicing Criteria: The "servicing criteria" set forth in Item 1122(d) of Regulation AB, as such may be amended from time
to time.
Static Pool Information: Static pool information as described in Item 1105 of Regulation AB.
Subcontractor: Any vendor, subcontractor or other Person that is not responsible for the overall servicing (as "servicing"
is commonly understood by participants in the mortgage-backed securities market) of Mortgage Loans but performs one or more discrete
functions identified in Item 1122(d) of Regulation AB with respect to Mortgage Loans under the direction or authority of the Company
or a Subservicer.
Subservicer: Any Person that services Mortgage Loans on behalf of the Company or any Subservicer and is responsible for the
performance (whether directly or through Subservicers or Subcontractors) of a substantial portion of the material servicing functions
required to be performed by the Company under this Agreement or any Reconstitution Agreement that are identified in Item 1122(d) of
Regulation AB; provided, however, that the term "Subservicer" shall not include any master servicer other than the Company, or any
special servicer engaged at the request of a Depositor, Purchaser or investor in a Securitization Transaction, nor any "back-up
servicer" or trustee performing servicing functions on behalf of a Securitization Transaction engaged at the request of a Depositor,
Purchaser, or investor in a Securitization Transaction.
Third-Party Originator: Each Person, other than a Qualified Correspondent, that originated Mortgage Loans acquired by the
Company.
Whole Loan Transfer: Any sale or transfer of some or all of the Mortgage Loans, other than a Securitization Transaction.
2. The Purchaser and the Company agree that the Existing Agreement is hereby amended by adding the following provisions:
(a) Intent of the Parties; Reasonableness.
The Purchaser and the Company acknowledge and agree that the purpose of Article 2 of this Agreement is to facilitate
compliance by the Purchaser and any Depositor with the provisions of Regulation AB and related rules and regulations of the
Commission. Neither the Purchaser nor any Depositor shall exercise its right to request delivery of information or other performance
under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and
the rules and regulations of the Commission thereunder. Although Regulation AB is applicable by its terms only to offerings of
asset-backed securities that are registered under the Securities Act, the parties acknowledges that investors in privately offered
securities may require that the Purchaser or any Depositor provide comparable disclosure in unregistered offerings. The parties
agree over time to negotiate in good faith with respect to the provision of comparable disclosure in private offerings. The Company
acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance
provided by the Commission or its staff. The Company agrees to negotiate in good faith with the Purchaser or any Depositor with
regard to any reasonable requests for delivery of information under these provisions on the basis of evolving interpretations of
Regulation AB. In connection with any Securitization Transaction, the Company shall cooperate fully with the Purchaser to deliver to
the Purchaser (including any of its assignees or designees) and any Depositor, any and all statements, reports, certifications,
records and any other information necessary to permit the Purchaser or such Depositor to comply with the provisions of Regulation AB,
together with such disclosures relating to the Company, and any parties or items identified in writing by the Purchaser, including,
any Subservicer, any Third-Party Originator and the Mortgage Loans, or the servicing of the Mortgage Loans necessary in order to
effect such compliance, in the Purchaser's or Depositor's reasonable determination.
The Purchaser agrees that it will cooperate with the Company and provide sufficient and timely notice of any information
requirements pertaining to a Securitization Transaction. The Purchaser will make all reasonable efforts to limit requests for
information, reports or any other materials to items the Purchaser reasonably believes is required for compliance with Regulation AB,
and shall not request information which is not required for such compliance.
(b) Additional Representations and Warranties of the Company.
(i) The Company shall be deemed to represent to the Purchaser and to any Depositor, as of the date on which
information is first provided to the Purchaser or any Depositor under Section 2(c) that, except as disclosed in writing to
the Purchaser or such Depositor prior to such date: (i) the Company is not aware and has not received notice that any
default, early amortization or other performance triggering event has occurred as to any other securitization due to any act
or failure to act of the Company; (ii) the Company has not been terminated as servicer in a residential mortgage loan
securitization, either due to a servicing default or to application of a servicing performance test or trigger; (iii) no
material noncompliance with the applicable servicing criteria with respect to other securitizations of residential mortgage
loans involving the Company as servicer has been disclosed or reported by the Company; (iv) no material changes to the
Company's policies or procedures with respect to the servicing function it will perform under this Agreement and any
Reconstitution Agreement for mortgage loans of a type similar to the Mortgage Loans have occurred during the three-year
period immediately preceding the related Securitization Transaction; (v) there are no aspects of the Company's financial
condition that could have a material adverse effect on the performance by the Company of its servicing obligations under
this Agreement or any Reconstitution Agreement; (vi) there are no material legal or governmental proceedings pending (or
known to be contemplated) against the Company, any Subservicer or any Third-Party Originator; and (vii) there are no
affiliations, relationships or transactions relating to the Company, any Subservicer or any Third-Party Originator with
respect to any Securitization Transaction and any party thereto identified by the related Depositor of a type described in
Item 1119 of Regulation AB.
(ii) If so requested by the Purchaser or any Depositor on any date following the date on which information is first
provided to the Purchaser or any Depositor under Section 2(c), the Company shall, within five Business Days following such
request, confirm in writing the accuracy of the representations and warranties set forth in paragraph (i) of this Section
or, if any such representation and warranty is not accurate as of the date of such request, provide reasonably adequate
disclosure of the pertinent facts, in writing, to the requesting party.
(c) Information to Be Provided by the Company.
In connection with any Securitization Transaction the Company shall (1) within five Business Days following request by the
Purchaser or any Depositor, provide to the Purchaser and such Depositor (or, as applicable, cause each Third-Party Originator and
each Subservicer to provide), in writing reasonably required for compliance with Regulation AB, the information and materials
specified in paragraphs (i), (ii), (iii) and (vi) of this Section 2(c), and (2) as promptly as practicable following notice to or
discovery by the Company, provide to the Purchaser and any Depositor (as required by Regulation AB) the information specified in
paragraph (iv) of this Section.
(i) If so requested by the Purchaser or any Depositor, the Company shall provide such information regarding (x) the
Company, as originator of the Mortgage Loans (including as an acquirer of Mortgage Loans from a Qualified Correspondent, if
applicable), or (y) as applicable, each Third-Party Originator, and (z) as applicable, each Subservicer, as is requested for
the purpose of compliance with Items 1103(a)(1), 1105 (subject to paragraph (b) below), 1110, 1117 and 1119 of Regulation
AB. Such information shall include, at a minimum:
(A) the originator's form of organization;
(B) to the extent material, a description of the originator's origination program and how long the
originator has been engaged in originating residential mortgage loans, which description shall include a discussion
of the originator's experience in originating mortgage loans of a similar type as the Mortgage Loans; if material,
information regarding the size and composition of the originator's origination portfolio; and information that may
be material to an analysis of the performance of the Mortgage Loans, including the originators' credit-granting or
underwriting criteria for mortgage loans of similar type(s) as the Mortgage Loans and such other information as the
Purchaser or any Depositor may reasonably request for the purpose of compliance with Item 1110(b)(2) of Regulation
AB;
(C) a brief description of any material legal or governmental proceedings pending (or known to be
contemplated by a governmental authority) against the Company, each Third-Party Originator, if applicable, and each
Subservicer; and
(D) a description of any affiliation or relationship between the Company, each Third-Party Originator,
if applicable, each Subservicer and any of the following parties to a Securitization Transaction, as such parties
are identified to the Company by the Purchaser or any Depositor in writing or in the related Reconstitution
Agreement within five Business Days in advance of such Securitization Transaction:
(1) the sponsor;
(2) the depositor;
(3) the issuing entity;
(4) any servicer;
(5) any trustee;
(6) any originator;
(7) any significant obligor;
(8) any enhancement or support provider; and
(9) any other material transaction party.
(ii) If so requested by the Purchaser or any Depositor, and required by Regulation AB or as otherwise agreed
upon by the Company, the Purchaser and/or the Depositor, the Company shall provide (or, as applicable, cause each
Third-Party Originator to provide) Static Pool Information with respect to the mortgage loans (of a similar type as the
Mortgage Loans, as reasonably identified by the Purchaser as provided below) originated by (a) the Company, if the Company
is an originator of Mortgage Loans (including as an acquirer of Mortgage Loans from a Qualified Correspondent, if
applicable), and/or (b) as applicable, each Third-Party Originator. Such Static Pool Information shall be prepared by the
Company (or, if applicable, the Third-Party Originator) on the basis of its reasonable, good faith interpretation of the
requirements of Item 1105(a)(1)-(3) of Regulation AB. To the extent that there is reasonably available to the Company (or
Third-Party Originator, as applicable) Static Pool Information with respect to more than one mortgage loan type, the
Purchaser or any Depositor shall be entitled to specify whether some or all of such information shall be provided pursuant
to this paragraph. The content of such Static Pool Information may be in the form customarily provided by the Company, and
need not be customized for the Purchaser or any Depositor. Such Static Pool Information for each vintage origination year
or prior securitized pool, as applicable, shall be presented in increments no less frequently than quarterly over the life
of the mortgage loans included in the vintage origination year or prior securitized pool. The most recent periodic
increment must be as of a date no later than 135 days prior to the date of the prospectus or other offering document in
which the Static Pool Information is to be included or incorporated by reference. The Static Pool Information shall be
provided in an electronic format that provides a permanent record of the information provided, such as a portable document
format (pdf) file, or other such electronic format.
Promptly following notice or discovery of a material error (as determined in Company's sole discretion), in Static
Pool Information provided pursuant to the immediately preceding paragraph (including an omission to include therein
information required to be provided pursuant to such paragraph), the Company shall provide corrected Static Pool Information
to the Purchaser or any Depositor, as applicable, in the same format in which Static Pool Information was previously
provided to such party by the Company.
If so requested by the Purchaser or any Depositor, the Company shall provide (or, as applicable, cause each
Third-Party Originator to provide), at the expense of the requesting party (to the extent of any additional incremental
expense associated with delivery pursuant to this Agreement), agreed-upon procedures letters of certified public accountants
pertaining to Static Pool Information relating to prior securitized pools for securitizations closed on or after January 1,2006 or, in the case of Static Pool Information with respect to the Company's or, if applicable, Third-Party Originator's
originations or purchases, to calendar months commencing January 1, 2006, as the Purchaser or such Depositor shall
reasonably request. Such statements and letters shall be addressed to and be for the benefit of such parties as the
Purchaser or such Depositor shall designate, which shall be limited to any Sponsor, any Depositor, any broker dealer acting
as underwriter, placement agent or initial purchaser with respect to a Securitization Transaction or any other party that is
reasonably and customarily entitled to receive such statements and letters in a Securitization Transaction. Any such
statement or letter may take the form of a standard, generally applicable document accompanied by a reliance letter
authorizing reliance by the addressees designated by the Purchaser or such Depositor.
(iii) If reasonably requested by the Purchaser or any Depositor, the Company shall provide such information
regarding the Company, as servicer of the Mortgage Loans, and each Subservicer (each of the Company and each Subservicer,
for purposes of this paragraph, a "Servicer"), as is reasonably requested for the purpose of compliance with Item 1108 of
Regulation AB. Such information shall include, at a minimum:
(A) the Servicer's form of organization;
(B) a description of how long the Servicer has been servicing residential mortgage loans; a general
discussion of the Servicer's experience in servicing assets of any type as well as a more detailed discussion of the
Servicer's experience in, and procedures for, the servicing function it will perform under this Agreement and any
Reconstitution Agreements; information regarding the size, composition and growth of the Servicer's portfolio of
residential mortgage loans of a type similar to the Mortgage Loans and information on factors related to the
Servicer that may be material, in the reasonable determination of the Purchaser or any Depositor, to any analysis of
the servicing of the Mortgage Loans or the related asset-backed securities, as applicable, including, without
limitation:
(1) whether any prior securitizations of mortgage loans of a type similar to the Mortgage
Loans involving the Servicer have defaulted or experienced an early amortization or other performance
triggering event because of servicing during the three-year period immediately preceding the related
Securitization Transaction;
(2) the extent of outsourcing the Servicer utilizes;
(3) whether there has been previous disclosure of material noncompliance with the applicable
servicing criteria with respect to other securitizations of residential mortgage loans involving the
Servicer as a servicer during the three-year period immediately preceding the related Securitization
Transaction;
(4) whether the Servicer has been terminated as servicer in a residential mortgage loan
securitization, either due to a servicing default or to application of a servicing performance test or
trigger; and
(5) such other information as the Purchaser or any Depositor may reasonably request for the
purpose of compliance with Item 1108(b)(2) of Regulation AB;
(C) a description of any material changes during the three-year period immediately preceding the
related Securitization Transaction to the Servicer's policies or procedures with respect to the servicing function
it will perform under this Agreement and any Reconstitution Agreements for mortgage loans of a type similar to the
Mortgage Loans;
(D) information regarding the Servicer's financial condition, to the extent that there is a material
risk that an adverse financial event or circumstance involving the Servicer could have a material adverse effect on
the performance by the Company of its servicing obligations under this Agreement or any Reconstitution Agreement;
(E) information regarding advances made by the Servicer on the Mortgage Loans and the Servicer's
overall servicing portfolio of residential mortgage loans for the three-year period immediately preceding the
related Securitization Transaction, which may be limited to a statement by an authorized officer of the Servicer to
the effect that the Servicer has made all advances required to be made on residential mortgage loans serviced by it
during such period, or, if such statement would not be accurate, information regarding the percentage and type of
advances not made as required, and the reasons for such failure to advance;
(F) a description of the Servicer's processes and procedures designed to address any special or unique
factors involved in servicing loans of a similar type as the Mortgage Loans;
(G) a description of the Servicer's processes for handling delinquencies, losses, bankruptcies and
recoveries, such as through liquidation of mortgaged properties, sale of defaulted mortgage loans or workouts; and
(H) information as to how the Servicer defines or determines delinquencies and charge-offs, including
the effect of any grace period, re-aging, restructuring, partial payments considered current or other practices with
respect to delinquency and loss experience.
(iv) For the purpose of satisfying its reporting obligation under the Exchange Act with respect to any class of
asset-backed securities, the Company shall (or shall cause each Subservicer and, if applicable, any Third-Party Originator
to) (a) provide notice within two (2) Business Days to the Purchaser, any Master Servicer and any Depositor in writing of
(1) any merger, consolidation or sale of substantially all of the assets of the Company, (2) the Company's entry into an
agreement with a Subservicer to perform or assist in the performance of any of the Company's obligations under the Agreement
or any Reconstitution Agreement that qualifies as an "entry into a material definitive agreement" under Item 1.01 of the
form 8-K, and (b) provide prompt notice to the Purchaser, the Master Servicer and the Depositor of (1) any Event of Default
under the terms of the Agreement or any Reconstitution Agreement to the extent not known by such Purchaser, Master Servicer
or Depositor, and (2) any material litigation or governmental proceedings involving the Company, any Subservicer or any
Third Party Originator.
(v) To the extent the Purchaser or any Depositor does not itself have an affiliation or relationship required
to be disclosed under Item 1119 of Regulation AB that develops following the closing date of a Securitization Transaction,
the Company shall provide to the Purchaser and any Depositor a description of any such affiliation or relationship involving
the Company, any Subservicer or any Third-Party Originator no later than 15 calendar days prior to the date the Depositor is
required to file its Form 10-K disclosing such affiliation or relationship. For purposes of the foregoing, the Company (1)
shall be entitled to assume that the parties to the Securitization Transaction with whom affiliations or relations must be
disclosed are the same as on the closing date if it provides a written request (which may be by e-mail) to the Depositor or
Master Servicer, as applicable, requesting such confirmation and either obtains such confirmation or receives no response
within three (3) Business Days, (2) shall not be obligated to disclose any affiliations or relationships that may develop
after the closing date for the Securitization Transaction with any parties not identified to the Company pursuant to clause
(D) of paragraph (i) of this Section 2(c), and (3) shall be entitled to rely upon any written identification of parties
provided by the Depositor, the Purchaser or any master servicer.
(v) As a condition to the succession to the Company or any Subservicer as servicer or subservicer under this
Agreement or any applicable Reconstitution Agreement related thereto by any Person (i) into which the Company or such
Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to the Company or any Subservicer,
the Company shall provide to the Purchaser, any Master Servicer, and any Depositor, at least 15 calendar days prior to the
effective date of such succession or appointment, (x) written notice to the Purchaser and any Depositor of such succession
or appointment and (y) in writing, all information reasonably requested by the Purchaser or any Depositor in order to comply
with its reporting obligation under Item 6.02 of Form 8-K with respect to any class of asset-backed securities.
(vi) Not later than ten days prior to the deadline for the filing of any distribution report on Form 10-D in
respect of any Securitization Transaction that includes any of the Mortgage Loans serviced by the Company, the Company
shall, to the extent the Company has knowledge, provide to the party responsible for filing such report (including, if
applicable, the Master Servicer) notice of the occurrence of any of the following events along with all information, data,
and materials related thereto as may be required to be included in the related distribution report on Form 10-D (as
specified in the provisions of Regulation AB referenced below):
(a) any material modifications, extensions or waivers of Mortgage Loan terms, fees, penalties or
payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of
Regulation AB);
(b) material breaches of Mortgage Loan representations or warranties or transaction covenants under
the Existing Agreement, as amended herein (Item 1121(a)(12) of Regulation AB): and
(c) information regarding any Mortgage Loan changes (such as, additions, substitutions or repurchases)
and any material changes in origination, underwriting, or other criteria for acquisition or selection of pool assets
(Item 1121(a)(14) of Regulation AB).
(vii) In addition to such information as the Company, as servicer, is obligated to provide pursuant to other
provisions of this Agreement, if reasonably requested by the Purchaser or any Depositor, the Company shall provide such
information which is available to the Company, regarding the servicing of the Mortgage Loans as is reasonably required to
facilitate preparation of distribution reports in accordance with Item 1121 of Regulation AB.
(d) Servicer Compliance Statement.
On or before March 5 of each calendar year, commencing in 2007, the Company shall deliver to the Purchaser and any Depositor
a statement of compliance addressed to the Purchaser and such Depositor and signed by an authorized officer of the Company, to the
effect that (i) a review of the Company's servicing activities during the immediately preceding calendar year (or applicable portion
thereof) and of its performance under the servicing provisions of this Agreement and any applicable Reconstitution Agreement during
such period has been made under such officer's supervision, and (ii) to the best of such officers' knowledge, based on such review,
the Company has fulfilled all of its servicing obligations under this Agreement and any applicable Reconstitution Agreement in all
material respects throughout such calendar year (or applicable portion thereof) or, if there has been a failure to fulfill any such
obligation in any material respect, specifically identifying each such failure known to such officer and the nature and the status
thereof.
(e) Report on Assessment of Compliance and Attestation.
(i) On or before March 5 of each calendar year, commencing in 2007, the Company shall:
(A) deliver to the Purchaser and any Depositor a report regarding the Company's assessment of
compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules
13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the
Purchaser and such Depositor and signed by an authorized officer of the Company, and shall address each of the
applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A hereto (wherein
"investor" shall mean the Master Servicer) delivered to the Purchaser concurrently with the execution of this
Agreement;
(B) deliver to the Purchaser and any Depositor a report of a registered public accounting firm that
attests to, and reports on, the assessment of compliance made by the Company and delivered pursuant to the preceding
paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the
Securities Act and the Exchange Act;
(C) if required by Regulation AB, cause each Subservicer and each Subcontractor determined by the
Company pursuant to Section 2(f)(ii) to be "participating in the servicing function" within the meaning of Item 1122
of Regulation AB (each, a "Participating Entity"), to deliver to the Purchaser and any Depositor an assessment of
compliance and accountants' attestation as and when provided in paragraphs (A) and (B) of this Section 2(e)(i); and
(D) deliver or, if required by Regulation AB, cause each Subservicer and Subcontractor described in
Section 2(e)(i)(C) above to deliver to the Purchaser, Depositor or any other Person that will be responsible for
signing the certification (a "Sarbanes Certification") required by Rules 13a-14(d) and 15d-14(d) under the Exchange
Act (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002) on behalf of an asset-backed issuer with respect to
a Securitization Transaction a certification, signed by the appropriate officer of the Company, in the form attached
hereto as Exhibit B; provided that such certification delivered by the Company may not be filed as an exhibit to, or
included in, any filing with the Commission.
The Company acknowledges that the party identified in clause (i)(D) above may rely on the certification provided by the
Company pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. Neither the Purchaser nor
any Depositor will request deliver of a certification under clause (D) above unless the Purchaser, Depositor or any other Person is
required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes
Mortgage Loans.
(ii) Each assessment of compliance provided by a Subservicer pursuant to Section 2(e)(i)(A) shall address each
of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A hereto delivered to
the Purchaser concurrently with the execution of this Agreement or, in the case of a Subservicer subsequently appointed as
such, on or prior to the date of such appointment. An assessment of compliance provided by a Participating Entity pursuant
to Section 2(e)(i)(C) need not address any elements of the Servicing Criteria other than those specified by the Company
pursuant to Section 2(f).
(iii) If reasonably requested by the Purchaser or any Depositor, the Company shall provide to the Purchaser, any
Master Servicer or any Depositor, evidence of the authorization of the person signing any certification or statement
pursuant to Section 2(d) or 2(e) of this Agreement.
(f) Use of Subservicers and Subcontractors.
The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the
Company as servicer under this Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of
paragraph (i) of this Subsection (f). The Company shall not hire or otherwise utilize the services of any Subcontractor, and shall
not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the
Company as servicer under this Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of
paragraph (ii) of this Subsection (f).
(i) It shall not be necessary for the Company to seek the consent of the Purchaser or any Depositor to the
utilization of any Subservicer. If required by Regulation AB, the Company shall cause any Subservicer used by the Company
(or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and
with Sections 2(b), 2(c)(iii), 2(c)(v), 2(d), and 2(e) of this Agreement , and to provide the information required with
respect to such Subservicer under Section 2(c)(iv) of this Agreement. The Company shall be responsible for obtaining from
each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be
delivered by such Subservicer under Section 2(d), any assessment of compliance and attestation required to be delivered by
such Subservicer under Section 2(e) and any certification required to be delivered to the Person that will be responsible
for signing the Sarbanes Certification under Section 2(e) as and when required to be delivered.
(ii) It shall not be necessary for the Company to seek the consent of the Purchaser or any Depositor to the
utilization of any Subcontractor. If required by Regulation AB, the Company shall promptly upon request provide to the
Purchaser and any Depositor (or any designee of the Depositor, such as a master servicer or administrator) a written
description of the role and function of each Subcontractor utilized by the Company or any Subservicer, specifying (A) the
identity of each such Subcontractor, (B) which (if any) of such Subcontractors are Participating Entities, and (C) which
elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity
identified pursuant to clause (B) of this paragraph.
The Company shall cause any such Participating Entity used by the Company (or by any Subservicer) for the benefit of the
Purchaser and any Depositor to comply with the provisions of Section 2(e) of this Agreement. The Company shall be responsible for
obtaining from each Participating Entity and delivering to the Purchaser and any Depositor any assessment of compliance and
attestation and certificate required to be delivered by such Participating Entity under Section 2(e), in each case as and when
required to be delivered.
(g) Indemnification; Remedies.
(i) The Company shall indemnify the Purchaser and each of the following parties participating in a
Securitization Transaction: each sponsor and issuing entity; each Person responsible for the execution or filing of any
report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a
certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization
Transaction; each Person who controls any of such parties (within the meaning of Section 15 of the Securities Act and
Section 20 of the Exchange Act); and the respective present and former directors, officers and employees of each of the
foregoing and of the Depositor, and shall hold each of them harmless from and against any losses, damages, penalties, fines,
forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them
may sustain arising out of or based upon:
(A)(1) any untrue statement of a material fact contained or alleged to be contained in any written
information, written report, certification or other material provided under this Amendment Reg AB by or on behalf of
the Company, or provided under this Amendment Reg AB by or on behalf of any Subservicer, Participating Entity or, if
applicable, Third-Party Originator (collectively, the "Company Information"), or (2) the omission or alleged
omission to state in the Company Information a material fact required to be stated in the Company Information or
necessary in order to make the statements therein, in the light of the circumstances under which they were made, not
misleading; provided, by way of clarification, that clause (2) of this paragraph shall be construed solely by
reference to the Company Information and not to any other information communicated in connection with a sale or
purchase of securities, without regard to whether the Company Information or any portion thereof is presented
together with or separately from such other information;
(B) any failure by the Company, any Subservicer, any Participating Entity or any Third-Party
Originator to deliver any information, report, certification, accountants' letter or other material when and as
required under this Amendment Reg AB, including any failure by the Company to identify pursuant to Section 2(f)(ii)
any Participating Entity; or
(C) any breach by the Company of a representation or warranty set forth in Section 2(b)(i) or in a
writing furnished pursuant to Section 2(b)(ii) and made as of a date prior to the closing date of the related
Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach by the
Company of a representation or warranty in a writing furnished pursuant to Section 2(b)(ii) to the extent made as of
a date subsequent to such closing date.
In the case of any failure of performance described in clause (i)(B) of this Section, the Company shall promptly reimburse
the Purchaser, any Depositor, as applicable, and each Person responsible for the execution or filing of any report required to be
filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule
13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction, for all costs reasonably incurred
by each such party in order to obtain the information, report, certification, accountants' letter or other material not delivered as
required by the Company, any Subservicer, any Participating Entity or any Third-Party Originator.
(ii) (A) Any failure by the Company, any Subservicer, any Participating Entity or any Third-Party
Originator to deliver any information, report, certification, accountants' letter or other material when and as required
under this Amendment Reg AB , which continues unremedied for three Business Days after receipt by the Company and the
applicable Subservicer, Subcontractor, or Third-Party Originator of written notice of such failure from the Purchaser or
Depositor shall, except as provided in clause (B) of this paragraph, constitute an Event of Default with respect to the
Company under this Agreement and any applicable Reconstitution Agreement, and shall entitle the Purchaser or Depositor, as
applicable, in its sole discretion to terminate the rights and obligations of the Company as servicer under this Agreement
and/or any applicable Reconstitution Agreement related thereto without payment (notwithstanding anything in this Agreement
or any applicable Reconstitution Agreement related thereto to the contrary) of any compensation to the Company (and if the
Company is servicing any of the Mortgage Loans in a Securitization Transaction, appoint a successor servicer reasonably
acceptable to any Master Servicer for such Securitization Transaction); provided, however it is understood that the Company
shall retain any rights pursuant to which it may be entitled to receive reimbursement for unreimbursed Monthly Advances and
Servicing Advances made by the Company under this Agreement and/or any applicable Reconstitution Agreement. Notwithstanding
anything to the contrary set forth herein, to the extent that any provision of this Agreement and/or any applicable
Reconstitution Agreement expressly provides for the survival of certain rights or obligations following termination of the
Company as servicer, such provision shall be given effect.
(B) Any failure by the Company, any Subservicer or any Participating Entity to deliver any
information, report, certification or accountants' letter required under Regulation AB when and as required under
Section 2(d) or 2(e), including any failure by the Company to identify a Participating Entity, which continues
unremedied for ten calendar days after the date on which such information, report, certification or accountants'
letter was required to be delivered shall constitute an Event of Default with respect to the Company under this
Agreement and any applicable Reconstitution Agreement, and shall entitle the Purchaser or Depositor, as applicable,
in its sole discretion to terminate the rights and obligations of the Company as servicer under this Agreement
and/or any applicable Reconstitution Agreement without payment (notwithstanding anything in this Agreement to the
contrary) of any compensation to the Company; provided, however it is understood that the Company shall retain any
rights pursuant to which it may be entitled to receive reimbursement for unreimbursed Monthly Advances and Servicing
Advances made by the Company under this Agreement and/or any applicable Reconstitution Agreement. Notwithstanding
anything to the contrary set forth herein, to the extent that any provision of this Agreement and/or any applicable
Reconstitution Agreement expressly provides for the survival of certain rights or obligations following termination
of the Company as servicer, such provision shall be given effect.
(C) The Company shall promptly reimburse the Purchaser (or any affected designee of the Purchaser,
such as a master servicer) and any Depositor, as applicable, for all reasonable expenses incurred by the Purchaser
(or such designee) or such Depositor as such are incurred, in connection with the termination of the Company as
servicer and the transfer of servicing of the Mortgage Loans to a successor servicer. The provisions of this
paragraph shall not limit whatever rights the Company, the Purchaser or any Depositor may have under other
provisions of this Agreement and/or any applicable Reconstitution Agreement or otherwise, whether in equity or at
law, such as an action for damages, specific performance or injunctive relief.
(iii) The Purchaser agrees to indemnify and hold harmless the Company, any Subservicer, any Participating Entity,
and, if applicable, any Third-Party Originator, each Person who controls any of such parties (within the meaning of Section
15 of the Securities Act and Section 20 of the Exchange Act), and the respective present and former directors, officers and
employees of each of the foregoing from and against any losses, damages, penalties, fines, forfeitures, legal fees and
expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or
based upon any untrue statement or alleged untrue statement of any material fact contained in any filing with the Commission
with respect to a Securitization Transaction or the omission or alleged omission to state in any filing with the Commission
with respect to a Securitization Transaction a material fact required to be stated or necessary to be stated in order to
make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to
the extent, but only to the extent, that such untrue statement, alleged untrue statement, omission, or alleged omission
relates to any filing with the Commission with respect to a Securitization Transaction other than the Company Information.
(iv) If the indemnification provided for herein is unavailable or insufficient to hold harmless the indemnified
party, then the indemnifying party agrees that it shall contribute to the amount paid or payable by such indemnified party
as a result of any claims, losses, damages or liabilities uncured by such indemnified party in such proportion as is
appropriate to reflect the relative fault of such indemnified party on the one hand and the indemnifying party on the other.
(v) This indemnification shall survive the termination of this Amendment Reg AB or the termination of any party
to this Amendment Reg AB.
3. Notwithstanding any other provision of this Amendment Reg AB, the Company shall seek the consent of the Purchaser for the
utilization of all Subservicers and Participating Entities, when required by and in accordance with the terms of the Existing
Agreement.
4. The Existing Agreement is hereby amended by adding the Exhibits attached hereto as Exhibit A and Exhibit B to the end
thereto. References in this Amendment Reg AB to "this Agreement" or words of similar import (including indirect references to the
Agreement) shall be deemed to be references to the Existing Agreement as amended by this Amendment Reg AB. Except as expressly
amended and modified by this Amendment Reg AB, the Agreement shall continue to be, and shall remain, in full force and effect in
accordance with its terms. In the event of a conflict between this Amendment Reg AB and any other document or agreement, including
without limitation the Existing Agreement, this Amendment Reg AB shall control.
5. All notification pursuant to Section 2(c)(iv) should be sent to:
EMC Mortgage Corporation
2780 Lake Vista Drive
Lewisville, TX75067-3884
Attention: Conduit Seller Approval Dept.
Facsimile: (214) 626-3751
Email: sellerapproval@bear.com
With a copy to:
Bear, Stearns & Co. Inc.
383 Madison Avenue, 3rd Floor
New, York, NY10179
Attention: Global Credit Administration
Facsimile: (212) 272-6564
All notification pursuant to Section 2(c)(iv)(4) should be sent to:
EMC Mortgage Corporation
Two Mac Arthur Ridge
909 Hidden Ridge Drive, Suite 200
Irving, TX75038
Attention: Associate General Counsel for Loan Administration
Facsimile: (972) 831-2555
With copies to:
Bear, Stearns & Co. Inc.
383 Madison Avenue, 3rd Floor
New, York, NY10179
Attention: Global Credit Administration
Facsimile: (212) 272-6564
EMC Mortgage Corporation
2780 Lake Vista Drive
Lewisville, TX75067-3884
Attention: Conduit Seller Approval Dept.
Facsimile: (214) 626-3751
Email: sellerapproval@bear.com
All notifications to any Master Servicer, to the extent such "Master Servicer" is Wells Fargo, should be sent to:
UPS/FedEx Delivery:
9062 Old Annapolis Road
Columbia, MD21045
Attention: Corporate Trust Group, [Insert Deal Name]
USPS Delivery:
P.O. Box 98
Columbia, MD21046
Attention: Corporate Trust Group, [Insert Deal Name]
6. This Amendment Reg AB shall be governed by and construed in accordance with the laws of the State of New York without
reference to its conflict of laws provisions (other than Section 5-1401 of the General Obligation Law), and the obligations, rights
and remedies of the parties hereunder shall be determined accordance with such laws.
7. This Amendment Reg AB may be executed in one or more counterparts and by different
parties hereto on separate counterparts, each of which, when so executed, shall constitute one and the same agreement. This
Amendment Reg AB will become effective as of the date first mentioned above. This Amendment Reg AB shall bind and inure to the
benefit of and be enforceable by the Company and the Purchaser and the respective permitted successors and assigns of the Company and
the successors and assigns of the Purchaser.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties have caused their names to be signed hereto by their respective officers thereunto duly authorized as
of the day and year first above written.
EMC MORTGAGE CORPORATION
Purchaser
By:_________________________________
Name:_______________________________
Title:______________________________
COUNTRYWIDE HOME LOANS, INC.
Company
By:_____________________________
Name:___________________________
Title:__________________________
EXHIBIT A
SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
The assessment of compliance to be delivered by [the Company] [Name of Subservicer] shall address, at a minimum, the
applicable criteria identified below as "Applicable Servicing Criteria":
_________________________________________________________________________________________________________________
Applicable Servicing
Servicing Criteria Criteria
-------------------- --------------------------------------------------------------------- ----------------------
Reference Criteria
-------------------- --------------------------------------------------------------------- ----------------------
General Servicing Considerations
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(1)(i) Policies and procedures are instituted to monitor any performance X
or other triggers and events of default in accordance with the
transaction agreements.
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(1)(ii) If any material servicing activities are outsourced to third X
parties, policies and procedures are instituted to monitor the
third party's performance and compliance with such servicing
activities.
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(1)(iii) Any requirements in the transaction agreements to maintain a
back-up servicer for the mortgage loans are maintained.
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(1)(iv) A fidelity bond and errors and omissions policy is in effect on the X
party participating in the servicing function throughout the
reporting period in the amount of coverage required by and
otherwise in accordance with the terms of the transaction
agreements.
-------------------- --------------------------------------------------------------------- ----------------------
Cash Collection and Administration
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(2)(i) Payments on mortgage loans are deposited into the appropriate X
custodial bank accounts and related bank clearing accounts no more
than two business days following receipt, or such other number of
days specified in the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an obligor or to X
an investor are made only by authorized personnel.
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(2)(iii) Advances of funds or guarantees regarding collections, cash flows X
or distributions, and any interest or other fees charged for such
advances, are made, reviewed and approved as specified in the
transaction agreements.
-------------------- --------------------------------------------------------------------- ----------------------
The related accounts for the transaction, such as cash reserve
accounts or accounts established as a form of
overcollateralization, are separately maintained (e.g., with X
respect to commingling of cash) as set forth in the transaction
1122(d)(2)(iv) agreements.
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(2)(v) Each custodial account is maintained at a federally insured X
depository institution as set forth in the transaction agreements.
For purposes of this criterion, "federally insured depository
institution" with respect to a foreign financial institution means
a foreign financial institution that meets the requirements of Rule
13k-1(b)(1) of the Securities Exchange Act.
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent unauthorized X
access.
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(2)(vii) Reconciliations are prepared on a monthly basis for all X
asset-backed securities related bank accounts, including custodial
accounts and related bank clearing accounts. These reconciliations
are (A) mathematically accurate; (B) prepared within 30 calendar
days after the bank statement cutoff date, or such other number of
days specified in the transaction agreements; (C) reviewed and
approved by someone other than the person who prepared the
reconciliation; and (D) contain explanations for reconciling items.
These reconciling items are resolved within 90 calendar days of
their original identification, or such other number of days
specified in the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------------------
Investor Remittances and Reporting
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(3)(i) Reports to investors, including those to be filed with the X
Commission, are maintained in accordance with the transaction
agreements and applicable Commission requirements. Specifically,
such reports (A) are prepared in accordance with timeframes and
other terms set forth in the transaction agreements; (B) provide
information calculated in accordance with the terms specified in
the transaction agreements; (C) are filed with the Commission as
required by its rules and regulations; and (D) agree with
investors' or the trustee's records as to the total unpaid
principal balance and number of mortgage loans serviced by the
Servicer.
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(3)(ii) Amounts due to investors are allocated and remitted in accordance X
with timeframes, distribution priority and other terms set forth in
the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------------------
Disbursements made to an investor are posted within two business
days to the Servicer's investor records, or such other number of X
1122(d)(3)(iii) days specified in the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------------------
Amounts remitted to investors per the investor reports agree with
cancelled checks, or other form of payment, or custodial bank X
1122(d)(3)(iv) statements.
-------------------- --------------------------------------------------------------------- ----------------------
Pool Asset Administration
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(4)(i) Collateral or security on mortgage loans is maintained as required X
by the transaction agreements or related mortgage loan documents.
-------------------- --------------------------------------------------------------------- ----------------------
Mortgage loan and related documents are safeguarded as required by X
1122(d)(4)(ii) the transaction agreements
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(4)(iii) Any additions, removals or substitutions to the asset pool are X
made, reviewed and approved in accordance with any conditions or
requirements in the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(4)(iv) Payments on mortgage loans, including any payoffs, made in X
accordance with the related mortgage loan documents are posted to
the Servicer's obligor records maintained no more than two business
days after receipt, or such other number of days specified in the
transaction agreements, and allocated to principal, interest or
other items (e.g., escrow) in accordance with the related mortgage
loan documents.
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(4)(v) The Servicer's records regarding the mortgage loans agree with the X
Servicer's records with respect to an obligor's unpaid principal
balance.
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(4)(vi) Changes with respect to the terms or status of an obligor's X
mortgage loans (e.g., loan modifications or re-agings) are made,
reviewed and approved by authorized personnel in accordance with
the transaction agreements and related pool asset documents.
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(4)(vii) Loss mitigation or recovery actions (e.g., forbearance plans, X
modifications and deeds in lieu of foreclosure, foreclosures and
repossessions, as applicable) are initiated, conducted and
concluded in accordance with the timeframes or other requirements
established by the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(4)(viii) Records documenting collection efforts are maintained during the X
period a mortgage loan is delinquent in accordance with the
transaction agreements. Such records are maintained on at least a
monthly basis, or such other period specified in the transaction
agreements, and describe the entity's activities in monitoring
delinquent mortgage loans including, for example, phone calls,
letters and payment rescheduling plans in cases where delinquency
is deemed temporary (e.g., illness or unemployment).
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(4)(ix) Adjustments to interest rates or rates of return for mortgage loans X
with variable rates are computed based on the related mortgage loan
documents.
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(4)(x) Regarding any funds held in trust for an obligor (such as escrow X
accounts): (A) such funds are analyzed, in accordance with the
obligor's mortgage loan documents, on at least an annual basis, or
such other period specified in the transaction agreements; (B
interest on such funds is paid, or credited, to obligors in
accordance with applicable mortgage loan documents and state laws;
and (C) such funds are returned to the obligor within 30 calendar
days of full repayment of the related mortgage loans, or such other
number of days specified in the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(4)(xi) Payments made on behalf of an obligor (such as tax or insurance X
payments) are made on or before the related penalty or expiration
dates, as indicated on the appropriate bills or notices for such
payments, provided that such support has been received by the
servicer at least 30 calendar days prior to these dates, or such
other number of days specified in the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(4)(xii) Any late payment penalties in connection with any payment to be X
made on behalf of an obligor are paid from the servicer's funds and
not charged to the obligor, unless the late payment was due to the
obligor's error or omission.
-------------------- --------------------------------------------------------------------- ----------------------
Disbursements made on behalf of an obligor are posted within two
business days to the obligor's records maintained by the servicer,
or such other number of days specified in the transaction X
1122(d)(4)(xiii) agreements.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(4)(xiv) Delinquencies, charge-offs and uncollectible accounts are X
recognized and recorded in accordance with the transaction
agreements.
-------------------- --------------------------------------------------------------------- ----------------------
Any external enhancement or other support, identified in Item
1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained
1122(d)(4)(xv) as set forth in the transaction agreements.
_________________________________________________________________________________________________________________
[NAME OF COMPANY] [NAME OF SUBSERVICER]
Date:__________________________________
By:____________________________________
Name:__________________________________
Title:_________________________________
EXHIBIT B
FORM OF ANNUAL CERTIFICATION
I. The [ ] agreement dated as of [ ], 200[ ] (the "Agreement"), among [IDENTIFY PARTIES]
I, ________________________________, the _______________________ of Countrywide Home Loans, Inc., certify to [the
Purchaser], [the Depositor], [Master Servicer], [Securities Administrator] or [Trustee], and its officers, with the knowledge and
intent that they will rely upon this certification, that:
(1) I have reviewed the servicer compliance statement of the Company provided in accordance with Item 1123 of
Regulation AB (the "Compliance Statement"), the report on assessment of the Company's compliance with the servicing criteria
set forth in Item 1122(d) of Regulation AB (the "Servicing Criteria"), provided in accordance with Rules 13a-18 and 15d-18
under Securities Exchange Act of 1934, as amended (the "Exchange Act") and Item 1122 of Regulation AB (the "Servicing
Assessment"), the registered public accounting firm's attestation report provided in accordance with Rules 13a-18 and 15d-18
under the Exchange Act and Section 1122(b) of Regulation AB (the "Attestation Report"), and all servicing reports, officer's
certificates and other information relating to the servicing of the Mortgage Loans by the Company during 200[ ] that were
delivered by the Company to the [Depositor] [Master Servicer] [Securities Administrator] or [Trustee] pursuant to the
Agreement (collectively, the "Company Servicing Information");
(2) Based on my knowledge, the Company Servicing Information, taken as a whole, does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make the statements made, in the light of the
circumstances under which such statements were made, not misleading with respect to the period of time covered by the
Company Servicing Information;
(3) Based on my knowledge, all of the Company Servicing Information required to be provided by the Company
under the Agreement has been provided to the [Depositor] [Master Servicer] [Securities Administrator] or [Trustee];
(4) I am responsible for reviewing the activities performed by the Company as servicer under the Agreement, and
based on my knowledge and the compliance review conducted in preparing the Compliance Statement and except as disclosed in
the Compliance Statement, the Servicing Assessment or the Attestation Report, the Company has fulfilled its obligations
under the Agreement; and
[Intentionally Left Blank]
(5) The Compliance Statement required to be delivered by the Company pursuant to this Agreement, and the
Servicing Assessment and Attestation Report required to be provided by the Company and by each Subservicer and Participating
Entity pursuant to the Agreement, have been provided to the [Depositor] [Master Servicer]. Any material instances of
noncompliance described in such reports have been disclosed to the [Depositor] [Master Servicer]. Any material instance of
noncompliance with the Servicing Criteria has been disclosed in such reports.
Date:___________________________________
By:_____________________________________
Name:___________________________________
Title:__________________________________
EXHIBIT H-2
______________________________________________________________________________
STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
Owner
and
EMC MORTGAGE CORPORATION
Servicer
SERVICING AGREEMENT
Dated as of January 1, 2007
_________________________________________________________________
EXHIBITS
Exhibit A Mortgage Loan Schedule
Exhibit B Custodial Account Letter Agreement
Exhibit C Escrow Account Letter Agreement
Exhibit D Form of Request for Release
Exhibit E Reporting Data for Monthly Report
Exhibit F Reporting Data for Defaulted Loans
Exhibit G Form of Owner Certification
Exhibit H Summary of Regulation AB Servicing Criteria
Exhibit I Summary of Applicable Regulation AB Requirements
Exhibit J Servicing Criteria to be Addressed in Assessment of Compliance
Exhibit K Reporting Data for Realized Losses and Gains
THIS IS A SERVICING AGREEMENT, dated as of January 1, 2007, and is executed between Structured Asset Mortgage Investments II
Inc. (the "Owner") and EMC Mortgage Corporation (the "Servicer").
W I T N E S S E T H :
WHEREAS, the Owner is the owner of the Mortgage Loans;
WHEREAS, the Owner and the Servicer wish to prescribe the permanent management, servicing and control of the Mortgage Loans;
NOW, THEREFORE, in consideration of the mutual agreements hereinafter set forth, and for other good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged, the Owner and the Servicer agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01. Defined Terms.
Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the
following meaning specified in this Article:
Accepted Servicing Practices: The procedures, including prudent collection and loan administration procedures, and the
standard of care (i) employed by prudent mortgage servicers which service mortgage loans of the same type as the Mortgage Loans in
the jurisdictions in which the related Mortgage Properties are located or (ii) in accordance with the Fannie Mae Guide or Freddie Mac
Guide, subject to any variances negotiated with Fannie Mae or Freddie Mac and subject to the express provisions of this Agreement.
Such standard of care shall not be lower than that the Servicer customarily employs and exercises in servicing and administering
similar mortgage loans for its own account and shall be in full compliance with all federal, state, and local laws, ordinances, rules
and regulations.
Adjustment Date: As to each ARM Loan, the date on which the Mortgage Interest Rate is adjusted in accordance with the terms
of the related Mortgage Note.
Agreement: This Servicing Agreement including all exhibits hereto, amendments hereof and supplements hereto.
ARM Loans: First lien, conventional, 1-4 family residential Mortgage Loans with interest rates which adjust from time to
time in accordance with the related Index and are subject to Periodic Rate Caps and Lifetime Rate Caps and which may permit
conversion to fixed interest rates.
Business Day: Any day other than (i) a Saturday or Sunday, or (ii) a legal holiday in the States of Maryland, Minnesota,
New York or the jurisdiction in which the Servicer conducts its servicing activities, or (iii) a day on which banks in the States of
Maryland, Minnesota, New York or the jurisdiction in which the Servicer conducts its servicing activities are authorized or obligated
by law or executive order to be closed.
Code: The Internal Revenue Code of 1986, as it may be amended from time to time, or any successor statute thereto, and
applicable U.S. Department of the Treasury regulations issued pursuant thereto.
Commission or SEC: The Securities and Exchange Commission.
Condemnation Proceeds: All awards or settlements in respect of a Mortgaged Property, whether permanent or temporary,
partial or entire, by exercise of the power of eminent domain or condemnation, to the extent not required to be released to a
Mortgagor in accordance with the terms of the related Mortgage Loan Documents.
Custodial Account: One or more demand account or accounts created and maintained pursuant to Section 4.04 which shall be
entitled "EMC Custodial Account in trust for SAMI II, Owner of Whole Loan Mortgages and various Mortgagors" established at a
Qualified Depository, each of which accounts shall be held by such Qualified Depository in a fiduciary capacity, separate and apart
from its funds and general assets.
Custodian: Wells Fargo Bank, National Association, or such other custodian as Owner shall designate.
Cut-off Date: The open of business on January 1, 2007.
Delinquent: As defined in the related pooling and servicing agreement.
Depositor: The depositor, as such term is defined in Regulation AB, with respect to any Pass-Through Transfer.
Determination Date: The 15th day (or if such 15th day is not a Business Day, the Business Day immediately preceding such
15th day) of the month of the Remittance Date.
Due Date: Each day on which payments of principal and interest are required to be paid in accordance with the terms of the
related Mortgage Note, exclusive of any days of grace.
Due Period: With respect to each Remittance Date, the period commencing on the second day of the month preceding the month
of such Remittance Date and ending on the first day of the month of the Remittance Date.
Escrow Account: The separate trust account or accounts created and maintained pursuant to Section 4.06 which shall be
entitled "EMC Escrow Account, in trust for SAMI II, Owner of Whole Loan Mortgages and various Mortgagors" and shall be established at
a Qualified Depository, each of which accounts shall in no event contain funds in excess of the FDIC insurance limits.
Escrow Payments: With respect to any Mortgage Loan, the amounts constituting ground rents, taxes, assessments, water
rates, sewer rents, municipal charges, mortgage insurance premiums, fire and hazard insurance premiums, condominium charges, and any
other payments required to be escrowed by the Mortgagor with the mortgagee pursuant to the Mortgage or any other document.
Event of Default: Any one of the conditions or circumstances enumerated in Section 9.01.
Exchange Act: The Securities Exchange Act of 1934, as amended.
Fannie Mae: Fannie Mae, or any successor thereto.
Fannie Mae Guide: The Fannie Mae Selling Guide and the Fannie Mae Servicing Guide and all amendments or additions thereto.
Fidelity Bond: A fidelity bond to be maintained by the Servicer pursuant to Section 4.12.
FIRREA: The Financial Institutions Reform, Recovery, and Enforcement Act of 1989, as amended from time to time.
Freddie Mac: Freddie Mac, or any successor thereto.
Freddie Mac Guide: The Freddie Mac Selling Guide and the Freddie Mac Servicing Guide and all amendments or additions
thereto.
Full Principal Prepayment: A Principal Prepayment made by a Mortgagor of the entire principal balance of a Mortgage Loan.
GAAP: Generally accepted accounting procedures, consistently applied.
HUD: The United States Department of Housing and Urban Development or any successor.
Index: With respect to each ARM Loan, on the related Adjustment Date, the index used to determine the Mortgage Interest
Rate on each such ARM Loan.
Insurance Proceeds: With respect to each Mortgage Loan, proceeds of insurance policies insuring the Mortgage Loan or the
related Mortgaged Property.
Lifetime Rate Cap: With respect to each ARM Loan, the maximum Mortgage Interest Rate over the term of such Mortgage Loan,
as specified in the related Mortgage Note.
Liquidation Proceeds: Amounts, other than Insurance Proceeds and Condemnation Proceeds, received in connection with the
liquidation of a defaulted Mortgage Loan, whether through the sale or assignment of such Mortgage Loan, trustee's sale, foreclosure
sale or otherwise, other than amounts received following the acquisition of an REO Property pursuant to Section 4.13.
Margin: With respect to each ARM Loan, the fixed percentage amount set forth in each related Mortgage Note which is added
to the Index in order to determine the related Mortgage Interest Rate.
Master Servicer: Wells Fargo Bank, National Association, its successors in interest and assigns, or any successor thereto
designated by the Owner.
Monthly Advance: The aggregate of the advances made by the Servicer on any Remittance Date pursuant to Section 5.03.
Monthly Payment: With respect to each Mortgage Loan, the scheduled monthly payment of principal and interest thereon which
is payable by the related Mortgagor under the related Mortgage Note.
Mortgage: The mortgage, deed of trust or other instrument securing a Mortgage Note which creates a first lien on an
unsubordinated estate in fee simple in real property securing the Mortgage Note.
Mortgage Interest Rate: The annual rate at which interest accrues on any Mortgage Loan in accordance with the provisions
of the related Mortgage Note, and in the case of an ARM Loan, as adjusted from time to time on each Adjustment Date for such Mortgage
Loan to equal the Index for such Mortgage Loan plus the Margin for such Mortgage Loan, and subject to the limitations on such
interest rate imposed by the Periodic Rate Cap and the Lifetime Rate Cap.
Mortgage Loan: An individual Mortgage Loan described herein and as further identified on the Mortgage Loan Schedule, which
Mortgage Loan includes without limitation the Mortgage Loan Documents, the Monthly Payments, Principal Prepayments, Liquidation
Proceeds, Condemnation Proceeds, Insurance Proceeds, REO Disposition Proceeds, and all other rights, benefits, proceeds and
obligations arising from or in connection with such Mortgage Loan.
Mortgage Loan Documents: The original mortgage loan legal documents held by the Custodian.
Mortgage Loan Remittance Rate: With respect to each Mortgage Loan, the annual rate of interest remitted to the Owner,
which shall be equal to the related Mortgage Interest Rate minus the Servicing Fee Rate.
Mortgage Loan Schedule: The schedule of Mortgage Loans attached hereto as Exhibit A, such schedule being acceptable to the
Owner and the Servicer.
Mortgage Note: The note or other evidence of the indebtedness of a Mortgagor secured by a Mortgage.
Mortgaged Property: The underlying real property securing repayment of a Mortgage Note.
Mortgagor: The obligor on a Mortgage Note.
Net Liquidation Proceeds: As to any Mortgage Loan, Liquidation Proceeds net of unreimbursed Servicing Advances, Servicing
Fees and Monthly Advances and expenses incurred by the Servicer in connection with the liquidation of the Mortgage Loan and the
related Mortgaged Property.
Nonrecoverable Advance: Any advance previously made by the Servicer pursuant to Section 5.03 or any Servicing Advance
proposed to be made by the Servicer in respect of a Mortgage Loan or REO Property which, in the good faith judgment of the Servicer,
may not be ultimately recoverable by the Servicer from Liquidation Proceeds or Insurance Proceeds on such Mortgage Loan or REO
Property as provided herein. The determination by the Servicer that it has made a Nonrecoverable Advance, or that a proposed advance
may constitute a Nonrecoverable Advance, shall be evidenced by an Officer's Certificate of the Servicer delivered to the Owner and
detailing the reasons for such determination.
Officer's Certificate: A certificate signed by the Chairman of the Board, the Vice Chairman of the Board, the President, a
Senior Vice President or a Vice President or by the Treasurer or the Secretary or one of the Assistant Treasurers or Assistant
Secretaries of the Servicer, and delivered to the Owner as required by this Agreement.
Opinion of Counsel: A written opinion of counsel, who may be an employee of the party on behalf of whom the opinion is
being given, reasonably acceptable to the Owner.
Owner: Structured Asset Mortgage Investments II Inc. ("SAMI II"), its successors in interest and assigns (including the
Trustee in connection with a Pass-Through Transfer).
Partial Principal Prepayment: A Principal Prepayment by a Mortgagor of a partial principal balance of a Mortgage Loan.
Pass-Through Transfer: Any transaction involving either (1) a sale or other transfer of some or all of the Mortgage Loans
directly or indirectly to an issuing entity in connection with an issuance of publicly offered or privately placed, rated or unrated
mortgage-backed securities or (2) an issuance of publicly offered or privately placed, rated or unrated securities, the payments on
which are determined primarily by reference to one or more portfolios of residential mortgage loans consisting, in whole or in part,
of some or all of the Mortgage Loans.
Periodic Rate Cap: With respect to each ARM Loan, the maximum increase or decrease in the Mortgage Interest Rate on any
Adjustment Date.
Permitted Investments: Any one or more of the following obligations or securities:
(i) direct obligations of, and obligations the timely payment of which are fully guaranteed by the United
States of America or any agency or instrumentality of the United States of America the obligations of which are
backed by the full faith and credit of the United States of America;
(ii) (a) demand or time deposits, federal funds or bankers' acceptances issued by any depository institution or
trust company incorporated under the laws of the United States of America or any state thereof (including any
Trustee or the Master Servicer) and subject to supervision and examination by federal and/or state banking
authorities, provided that the commercial paper and/or the short-term deposit rating and/or the long-term unsecured
debt obligations or deposits of such depository institution or trust company at the time of such investment or
contractual commitment providing for such investment are rated in one of the two highest rating categories by each
Rating Agency and (b) any other demand or time deposit or certificate of deposit that is fully insured by the
Federal Deposit Insurance Corporation;
(iii) repurchase obligations with respect to (a) any security described in clause (i) above or (b) any other
security issued or guaranteed by an agency or instrumentality of the United States of America, the obligations of
which are backed by the full faith and credit of the United States of America, in either case entered into with a
depository institution or trust company (acting as principal) described in clause (ii)(a) above;
(iv) securities bearing interest or sold at a discount issued by any corporation (including any Trustee or the
Master Servicer) incorporated under the laws of the United States of America or any state thereof that are rated in
one of the two highest rating categories by each Rating Agency at the time of such investment or contractual
commitment providing for such investment; provided, however, that securities issued by any particular corporation
will not be Permitted Investments to the extent that investments therein will cause the then outstanding principal
amount of securities issued by such corporation and held as Permitted Investments to exceed 10% of the aggregate
outstanding principal balances and amounts of all the Permitted Investments;
(v) commercial paper (including both non-interest-bearing discount obligations and interest-bearing obligations
payable on demand or on a specified date not more than one year after the date of issuance thereof) which are rated
in one of the two highest rating categories by each Rating Agency at the time of such investment;
(vi) any other demand, money market or time deposit, obligation, security or investment as may be acceptable to
each Rating Agency; and
(vii) any money market funds the collateral of which consists of obligations fully guaranteed by the United
States of America or any agency or instrumentality of the United States of America the obligations of which are
backed by the full faith and credit of the United States of America (which may include repurchase obligations
secured by collateral described in clause (i)) and other securities (including money market or common trust funds
for which any Trustee or the Master Servicer or any affiliate thereof acts as a manager or an advisor) and which
money market funds are rated in one of the two highest rating categories by each Rating Agency;
provided, however, that no instrument or security shall be a Permitted Investment if such instrument or security evidences a right to
receive only interest payments with respect to the obligations underlying such instrument or if such security provides for payment of
both principal and interest with a yield to maturity in excess of 120% of the yield to maturity at par.
Person: Any individual, corporation, partnership, joint venture, association, joint-stock company, limited liability
company, trust, unincorporated organization or government or any agency or political subdivision thereof.
Prepayment Charge: Any prepayment premium, penalty or charge payable by a Mortgagor in connection with any Principal
Prepayment on a Mortgage Loan pursuant to the terms of the related Mortgage Note.
Prepayment Interest Excess: With respect to any Remittance Date, for each Mortgage Loan that was the subject of a Principal
Prepayment in full or in part during the portion of the related Prepayment Period occurring between the first day of the calendar
month in which such Remittance Date occurs and the Determination Date of the calendar month in which such Remittance Date occurs, an
amount equal to interest (to the extent received) at the applicable Mortgage Loan Remittance Rate on the amount of such Principal
Prepayment for the number of days commencing on the first day of the calendar month in which such Remittance Date occurs and ending
on the last date through which interest is collected from the related Mortgagor.
Prepayment Interest Shortfall: With respect to any Remittance Date, for each such Mortgage Loan that was the subject of a
Principal Prepayment during the portion of the related Prepayment Period occurring between the first day of the related Prepayment
Period and the last day of the calendar month preceding the month in which such Remittance Date occurs, an amount equal to interest
(to be paid by the Servicer out of its own funds without reimbursement therefor) at the applicable Mortgage Loan Remittance Rate on
the amount of such Principal Prepayment for the number of days commencing on the date on which the prepayment is applied and ending
on the last day of the calendar month preceding such Remittance Date.
Prepayment Period: As to any Remittance Date, (a) in the case of Full Principal Prepayments, the period commencing on the
16th day of the month prior to the month in which the related Remittance Date occurs and ending on the 15th day of the month in which
such Remittance Date occurs, and (b) in the case of Partial Principal Prepayments or other recoveries, the preceding calendar month.
Primary Mortgage Insurance Policy: Each primary policy of mortgage insurance, or any replacement policy therefor obtained
by the Servicer pursuant to Section 4.08.
Prime Rate: The prime rate of U.S. money center banks as published from time to time in The Wall Street Journal.
Principal Prepayment: Any payment or other recovery of principal on a Mortgage Loan full or partial which is received in
advance of its scheduled Due Date, including any Prepayment Charge and which is not accompanied by an amount of interest representing
scheduled interest due on any date or dates in any month or months subsequent to the month of prepayment.
Qualified Appraiser: An appraiser, duly appointed by the Servicer, who had no interest, direct or indirect in the
Mortgaged Property or in any loan made on the security thereof, and whose compensation is not affected by the approval or disapproval
of the Mortgage Loan, which appraiser and the appraisal made by such appraiser both satisfy the requirements of Title XI of FIRREA
and the regulations promulgated thereunder, all as in effect on the date the Mortgage Loan was originated.
Qualified Depository: (a) The Custodian, (b) a depository, the accounts of which are insured by the FDIC and the short
term debt ratings and the long term deposit ratings of which are rated in one of the two highest rating categories by either of
Moody's Investors Service, Inc. or Fitch, Inc., or (c) a depository, the short-term debt obligations, or other short-term deposits of
which are rated at least 'A-2' and the long-term unsecured debt obligations of which are rated at least 'AA-' by Standard & Poor's
Ratings Service, a division of The McGraw Hill Companies Inc.
Qualified Insurer: An insurance company duly qualified as such under the laws of the states in which the Mortgaged
Properties are located, duly authorized and licensed in such states to transact the applicable insurance business and to write the
insurance provided, approved as an insurer by Fannie Mae and Freddie Mac.
Rating Agency: Standard & Poor's Ratings Service, a division of The McGraw Hill Companies Inc., and Moody's Investors
Service, Inc.
Reconstitution Agreement: Any agreement involving any Pass-Through Transfer or Whole Loan Transfer.
Regulation AB: Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123, as amended from
time to time, and subject to such clarification and interpretation as have been provided by the Commission in the adopting release
(Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the
Commission, or as may be provided by the Commission or its staff from time to time.
REMIC: A "real estate mortgage investment conduit" within the meaning of Section 860D of the Code.
REMIC Provisions: The provisions of the Federal income tax law relating to a REMIC, which appear at Section 860A through
860G of the Code, and related provisions, and regulations, rulings or pronouncements promulgated thereunder, as the foregoing may be
in effect from time to time.
Remittance Date: The Remittance Date shall be the 20th day of any month, or if such 20th day is not a Business Day, the
first Business Day immediately preceding such 20th day.
REO Disposition: The final sale by the Servicer of any REO Property.
REO Disposition Proceeds: Amounts received by the Servicer in connection with a related REO Disposition.
REO Property: A Mortgaged Property acquired by the Servicer on behalf of the Owner as described in Section 4.13.
SAMI II: Structured Asset Mortgage Investments II Inc.
Sarbanes Certification: A certification required pursuant to The Sarbanes-Oxley Act of 2002 and the rules and regulations of
the Commission promulgated thereunder (including any interpretations or amendments thereof by the Commission's staff).
Securities Act: The Securities Act of 1933, as amended.
Securities Administrator: The securities administrator with respect to any Pass-Through Transfer.
Servicer: EMC Mortgage Corporation, or any of its successors in interest or any successor under this Agreement appointed as
herein provided.
Servicing Advances: All customary, reasonable and necessary "out of pocket" costs and expenses (including reasonable
attorneys' fees and disbursements) incurred in the performance by the Servicer of its servicing obligations relating to each Mortgage
Loan, including, but not limited to, the cost of (a) the preservation, restoration and protection of the Mortgaged Property, (b) any
enforcement, administrative or judicial proceedings, or any legal work or advice specifically related to servicing the Mortgage
Loans, including but not limited to, foreclosures, bankruptcies, condemnations, drug seizures, elections, foreclosures by subordinate
or superior lienholders, and other legal actions incidental to the servicing of the Mortgage Loans (provided that such expenses are
reasonable and that the Servicer specifies the Mortgage Loan(s) to which such expenses relate), (c) the management and liquidation of
the Mortgaged Property if the Mortgaged Property is acquired in full or partial satisfaction of the Mortgage, (d) taxes, assessments,
water rates, sewer rates and other charges which are or may become a lien upon the Mortgaged Property, and Primary Mortgage Insurance
Policy premiums and fire and hazard insurance coverage and (e) compliance with the obligations under Section 4.08.
Servicing Criteria: As of any date of determination, the "servicing criteria" set forth in Item 1122(d) of Regulation AB,
or any amendments thereto, a summary of the requirements of which as of the date hereof is attached hereto as Exhibit H for
convenience of reference only. In the event of a conflict or inconsistency between the terms of Exhibit H and the text of Item
1122(d) of Regulation AB, the text of Item 1122(d) of Regulation AB shall control (or those Servicing Criteria otherwise mutually
agreed to by the Owner, the Servicer and any Person that will be responsible for signing any Sarbanes Certification with respect to a
Pass-Through Transfer in response to evolving interpretations of Regulation AB and incorporated into a revised Exhibit H).
Servicing Fee: With respect to each Mortgage Loan, the amount of the annual servicing fee the Owner shall pay to the
Servicer, which shall, for a period of one full month, be equal to one-twelfth of the product of (a) the applicable Servicing Fee
Rate and (b) the outstanding principal balance of the Mortgage Loan. Such fee shall be payable monthly, computed on the basis of the
same principal amount and period respecting which any related interest payment on a Mortgage Loan is computed. The obligation of the
Owner to pay the Servicing Fee is limited to, and the Servicing Fee is payable from the interest portion of such Monthly Payment
collected by the Servicer or as otherwise provided under Section 4.05.
Servicing Fee Rate: The Servicing Fee Rate shall be a rate per annum equal to 0.20% or 0.375%, as indicated on the Mortgage
Loan Schedule.
Servicing File: The documents, records and other items pertaining to a particular Mortgage Loan and any additional
documents relating to such Mortgage Loan as are in, or as may from time to time come into, the Servicer's possession.
Servicing Officer: Any officer of the Servicer involved in, or responsible for, the administration and servicing of the
Mortgage Loans whose name appears on a list of servicing officers furnished by the Servicer to the Owner upon request, as such list
may from time to time be amended.
Stated Principal Balance: As to each Mortgage Loan as of any date of determination, (i) the principal balance of such
Mortgage Loan after giving effect to payments of principal due and received or for which a Monthly Advance has been made, minus (ii)
all amounts previously distributed to the Owner with respect to the Mortgage Loan representing Principal Prepayments.
Subcontractor: Any vendor, subcontractor or other Person that is not responsible for the overall servicing (as "servicing"
is commonly understood by participants in the mortgage-backed securities market) of Mortgage Loans but performs one or more discrete
functions identified in Item 1122(d) of Regulation AB with respect to Mortgage Loans under the direction or authority of the Servicer
or a Subservicer.
Subservicer: Any Person that services Mortgage Loans on behalf of the Servicer or any Subservicer and is responsible for the
performance (whether directly or through Subservicers or Subcontractors) of a substantial portion of the material servicing functions
required to be performed by the Servicer under this Agreement or any Reconstitution Agreement that are identified in Item 1122(d) of
Regulation AB.
Trustee: The Person appointed as trustee in connection with any Pass-Through Transfer.
Whole Loan Transfer: The sale or transfer of some or all of the ownership interest in the Mortgage Loans by the Owner to
one or more third parties in whole loan or participation format, which third party may be Fannie Mae or Freddie Mac.
ARTICLE II
SERVICING OF MORTGAGE LOANS; POSSESSION OF SERVICING FILES; BOOKS AND RECORDS; DELIVERY OF MORTGAGE LOAN DOCUMENTS
Section 2.01. Servicing of Mortgage Loans.
The Servicer does hereby agree to service the Mortgage Loans in accordance with the terms of this Agreement. The rights of
the Owner to receive payments with respect to the Mortgage Loans shall be as set forth in this Agreement.
Section 2.02. Maintenance of Servicing Files.
The Servicer shall maintain a Servicing File consisting of all documents necessary to service the Mortgage Loans. The
possession of each Servicing File by the Servicer is for the sole purpose of servicing the Mortgage Loan, and such retention and
possession by the Servicer is in a custodial capacity only. The Servicer acknowledges that the ownership of each Mortgage Loan,
including the Note, the Mortgage, all other Mortgage Loan Documents and all rights, benefits, proceeds and obligations arising
therefrom or in connection therewith, has been vested in the Owner. All rights arising out of the Mortgage Loans including, but not
limited to, all funds received on or in connection with the Mortgage Loans and all records or documents with respect to the Mortgage
Loans prepared by or which come into the possession of the Servicer shall be received and held by the Servicer in trust for the
exclusive benefit of the Owner as the owner of the related Mortgage Loans. Any portion of the related Servicing Files retained by
the Servicer shall be appropriately identified in the Servicer's computer system to clearly reflect the ownership of the related
Mortgage Loans by the Owner. The Servicer shall release its custody of the contents of the related Servicing Files only in
accordance with written instructions of the Owner, except when such release is required as incidental to the Servicer's servicing of
the Mortgage Loans, such written instructions shall not be required.
Section 2.03. Books and Records.
The Servicer shall be responsible for maintaining, and shall maintain, a complete set of books and records for the Mortgage
Loans which shall be appropriately identified in the Servicer's computer system to clearly reflect the ownership of the Mortgage Loan
by the Owner. In particular, the Servicer shall maintain in its possession, available for inspection by the Owner, or its designee
and shall deliver to the Owner upon demand, evidence of compliance with all federal, state and local laws, rules and regulations, and
requirements of Fannie Mae or Freddie Mac, as applicable, including but not limited to documentation as to the method used in
determining the applicability of the provisions of the Flood Disaster Protection Act of 1973, as amended, to the Mortgaged Property,
documentation evidencing insurance coverage and eligibility of any condominium project for approval by Fannie Mae and periodic
inspection reports as required by Section 4.13. To the extent that original documents are not required for purposes of realization of
Liquidation Proceeds or Insurance Proceeds, documents maintained by the Servicer may be in the form of microfilm or microfiche or
such other reliable means of recreating original documents, including but not limited to, optical imagery techniques so long as the
Servicer complies with the requirements of the Fannie Mae Guide.
The Servicer shall maintain with respect to each Mortgage Loan and shall make available for inspection by any Owner or its
designee the related Servicing File (or copies thereof) during the time the Owner retains ownership of a Mortgage Loan and thereafter
in accordance with applicable laws and regulations.
Section 2.04. Transfer of Mortgage Loans.
No transfer of a Mortgage Loan may be made unless such transfer is in compliance with the terms hereof. For the purposes of
this Agreement, the Servicer shall be under no obligation to deal with any person with respect to this Agreement or any Mortgage Loan
unless a notice of the transfer of such Mortgage Loan has been delivered to the Servicer in accordance with this Section 2.04. The
Owner may, subject to the terms of this Agreement, sell and transfer one or more of the Mortgage Loans in accordance with Sections
10.02 and 11.12, provided, however, that the transferee will not be deemed to be an Owner hereunder binding upon the Servicer unless
such transferee shall agree in writing to be bound by the terms of this Agreement and an assignment and assumption of this Agreement
reasonably acceptable to the Servicer. The Owner shall advise the Servicer in writing of the transfer. Upon receipt of notice of
the permitted transfer, the Servicer shall mark its books and records to reflect the ownership of the Mortgage Loans of such
assignee, and shall release the previous Owner from its obligations hereunder with respect to the Mortgage Loans sold or transferred.
Section 2.05. Delivery of Mortgage Loan Documents.
The Servicer shall forward to the Custodian on behalf of the Owner original documents evidencing an assumption,
modification, consolidation or extension of any Mortgage Loan entered into in accordance with Section 4.01 or 6.01 within 4 week(s)
of their execution; provided, however, that the Servicer shall provide the Custodian on behalf of the Owner with a certified true
copy of any such document submitted for recordation within 4 week(s) after its execution, and shall provide the original of any
document submitted for recordation or a copy of such document certified by the appropriate public recording office to be a true and
complete copy of the original within 180 days of its execution. If delivery is not completed within 180 days solely due to delays in
making such delivery by reason of the fact that such documents shall not have been returned by the appropriate recording office, the
Servicer shall continue to use its best efforts to effect delivery as soon as possible thereafter.
From time to time the Servicer may have a need for Mortgage Loan Documents to be released by the Custodian. If the Servicer
shall require any of the Mortgage Loan Documents, the Servicer shall notify the Custodian in writing of such request in the form of
the request for release attached hereto as Exhibit D. The Custodian shall deliver to the Servicer within five (5) Business Days, any
requested Mortgage Loan Document previously delivered to the Custodian, provided that such documentation is promptly returned to the
Custodian when the Servicer no longer requires possession of the document, and provided that during the time that any such
documentation is held by the Servicer, such possession is in trust for the benefit of the Owner.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE SERVICER
The Servicer represents, warrants and covenants to the Owner that as of the date hereof or as of such date specifically
provided herein:
(a) The Servicer is a validly existing corporation in good standing under the laws of the State of its organization and is qualified
to transact business in, is in good standing under the laws of, and possesses all licenses necessary for the conduct of its business
in, each state in which any Mortgaged Property is located or is otherwise exempt or not required under applicable law to effect such
qualification or license and no demand for such qualification or license has been made upon the Servicer by any such state, and in
any event the Servicer is in compliance with the laws of each such State to the extent necessary to ensure the enforceability of each
Mortgage Loan and the servicing of the Mortgage Loans in accordance with the terms of this Agreement;
(b) The Servicer has full power and authority to execute, deliver and perform, and to enter into and consummate all transactions
contemplated by this Agreement and to conduct its business as presently conducted, has duly authorized the execution, delivery and
performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement constitutes a legal, valid and
binding obligation of the Servicer, enforceable against it in accordance with its terms subject to bankruptcy laws and other similar
laws of general application affecting rights of creditors and subject to the application of the rules of equity, including those
respecting the availability of specific performance;
(c) None of the execution and delivery of this Agreement, the consummation of the transactions contemplated thereby and hereby, or
the fulfillment of or compliance with the terms and conditions of this Agreement will conflict with any of the terms, conditions or
provisions of the Servicer's articles of incorporation or by-laws or materially conflict with or result in a breach of any of the
terms, conditions or provisions of any legal restriction or any agreement or instrument to which the Servicer is now a party or by
which it is bound, or constitute a default or result in an acceleration under any of the foregoing, or result in the material
violation of any law, rule, regulation, order, judgment or decree to which the Servicer or its property is subject;
(d) There is no litigation pending or, to the Servicer's knowledge, threatened with respect to the Servicer which is reasonably
likely to have a material adverse effect on the execution, delivery or enforceability of this Agreement, or which is reasonably
likely to have a material adverse effect on the financial condition of the Servicer;
(e) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery
and performance by the Servicer of or compliance by the Servicer with this Agreement or the consummation of the transactions
contemplated by this Agreement except for consents, approvals, authorizations and orders which have been obtained;
(f) The Servicer is an approved seller/servicer of residential mortgage loans for Fannie Mae and Freddie Mac. The Servicer is in
good standing to service mortgage loans for Fannie Mae and Freddie Mac and no event has occurred which would make the Servicer unable
to comply with eligibility requirements or which would require notification to either Fannie Mae or Freddie Mac;
(g) As of the date of each Pass-Through Transfer, and except as has been otherwise disclosed to the Owner, the Master Servicer and
any Depositor, or disclosed in any public filing: (1) no default or servicing related performance trigger has occurred as to any
other Pass-Through Transfer due to any act or failure to act of the Servicer; (2) no material noncompliance with applicable servicing
criteria as to any other Pass-Through Transfer has occurred, been disclosed or reported by the Servicer; (3) the Servicer has not
been terminated as servicer in a residential mortgage loan Pass-Through Transfer, either due to a servicing default or to application
of a servicing performance test or trigger; (4) no material changes to the Servicer's servicing policies and procedures for similar
loans have occurred in the preceding three years; (5) there are no aspects of the Servicer's financial condition that could have a
material adverse impact on the performance by the Servicer of its obligations hereunder; (6) there are no legal proceedings pending,
or known to be contemplated by governmental authorities, against the Servicer that could be material to investors in the securities
issued in such Pass-Through Transfer; and (7) there are no affiliations, relationships or transactions relating to the Servicer of a
type that are described under Item 1119 of Regulation AB;
(h) If so requested by the Owner, the Master Servicer or any Depositor on any date, the Servicer shall, within five Business Days
following such request, confirm in writing the accuracy of the representations and warranties set forth in clause (g) of this Article
or, if any such representation and warranty is not accurate as of the date of such request, provide reasonably adequate disclosure of
the pertinent facts, in writing, to the requesting party;
(i) Notwithstanding anything to the contrary in the Agreement, the Servicer shall (or shall cause each Subservicer) (i) immediately
notify the Owner, the Master Servicer and any Depositor in writing of (A) any material litigation or governmental proceedings pending
against the Servicer or any Subservicer, (B) any affiliations or relationships that develop following the closing date of a
Pass-Through Transfer between the Servicer or any Subservicer and any of the parties specified in clause (7) of paragraph (g) of this
Article (and any other parties identified in writing by the requesting party) with respect to such Pass-Through Transfer, (C) any
Event of Default under the terms of this Agreement or any Reconstitution Agreement, (D) any merger, consolidation or sale of
substantially all of the assets of the Company, and (E) the Company's entry into an agreement with a Subservicer to perform or assist
in the performance of any of the Company's obligations under this Agreement or any Reconstitution Agreement and (ii) provide to the
Owner and any Depositor a description of such proceedings, affiliations or relationships;
(j) As a condition to the succession to the Servicer or any Subservicer as servicer or subservicer under this Agreement or any
Reconstitution Agreement by any Person (i) into which the Servicer or such Subservicer may be merged or consolidated, or (ii) which
may be appointed as a successor to the Servicer or any Subservicer, the Servicer shall provide to the Owner, the Master Servicer and
any Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the
Owner, the Master Servicer and any Depositor of such succession or appointment and (y) in writing and in form and substance
reasonably satisfactory to the Owner, the Master Servicer and such Depositor, all information reasonably requested by the Owner, the
Master Servicer or any Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to any
class of asset-backed securities; and
(k) Servicer has delivered to the Owner and the Master Servicer financial statements of its parent, for its last two complete
fiscal years. All such financial information fairly presents the pertinent results of operations and financial position for the
period identified and has been prepared in accordance with GAAP consistently applied throughout the periods involved, except as set
forth in the notes thereto. There has been no change in the servicing policies and procedures, business, operations, financial
condition, properties or assets of the Servicer since the date of the Servicer's financial information that would have a material
adverse effect on its ability to perform its obligations under this Agreement.
ARTICLE IV
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 4.01. Servicer to Act as Servicer.
The Servicer, as independent contract servicer, shall service and administer the Mortgage Loans in accordance with this
Agreement and with Accepted Servicing Practices (giving due consideration to the Owner's reliance on the Servicer), and shall have
full power and authority, acting alone, to do or cause to be done any and all things in connection with such servicing and
administration which the Servicer may deem necessary or desirable and consistent with the terms of this Agreement and with Accepted
Servicing Practices and shall exercise the same care that it customarily employs for its own account. In addition, the Servicer
shall furnish information regarding the borrower credit files related to such Mortgage Loan to credit reporting agencies in
compliance with the provisions of the Fair Credit Reporting Act and the applicable implementing regulations. Except as set forth in
this Agreement, the Servicer shall service the Mortgage Loans in accordance with Accepted Servicing Practices in compliance with the
servicing provisions of the Fannie Mae Guide, which include, but are not limited to, provisions regarding the liquidation of Mortgage
Loans, the collection of Mortgage Loan payments, the payment of taxes, insurance and other charges, the maintenance of hazard
insurance with a Qualified Insurer, the maintenance of fidelity bond and errors and omissions insurance, inspections, the restoration
of Mortgaged Property, the maintenance of Primary Mortgage Insurance Policies, insurance claims, and title insurance, management of
REO Property, permitted withdrawals with respect to REO Property, liquidation reports, and reports of foreclosures and abandonments
of Mortgaged Property, the transfer of Mortgaged Property, the release of Mortgage Loan Documents, annual statements, and examination
of records and facilities. In the event of any conflict, inconsistency or discrepancy between any of the servicing provisions of
this Agreement and any of the servicing provisions of the Fannie Mae Guide, the provisions of this Agreement shall control and be
binding upon the Owner and the Servicer. The Owner may, at its option, deliver powers-of-attorney to the Servicer sufficient to
allow the Servicer as servicer to execute all documentation requiring execution on behalf of Owner with respect to the servicing of
the Mortgage Loans, including satisfactions, partial releases, modifications and foreclosure documentation or, in the alternative,
shall as promptly as reasonably possible, execute and return such documentation to the Servicer.
Consistent with the terms of this Agreement, the Servicer may waive, modify or vary any term of any Mortgage Loan or consent
to the postponement of any such term or in any manner grant indulgence to any Mortgagor if in the Servicer's reasonable and prudent
determination such waiver, modification, postponement or indulgence is not materially adverse to the Owner, provided, however, that
with respect to any Mortgage Loan that is not in default or if default is not reasonably forseeable, unless the Servicer has provided
to the Owner a certification addressed to the Owner, based on the advice of counsel or certified public accountants that have a
national reputation with respect to taxation of REMICs that a modification of such Mortgage Loan will not result in the imposition of
taxes on or disqualify from REMIC status any of the REMICs and has obtained the prior written consent of the Owner, the Servicer
shall not permit any modification with respect to any Mortgage Loan that would change the Mortgage Interest Rate, forgive the payment
of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal), change the
final maturity date on such Mortgage Loan or waive a prepayment penalty or charge. In the event of any such modification which has
been agreed to in writing by the Owner and which permits the deferral of interest or principal payments on any Mortgage Loan, the
Servicer shall, on the Business Day immediately preceding the related Remittance Date in any month in which any such principal or
interest payment has been deferred, deposit in the Custodial Account from its own funds, in accordance with Section 4.04 and Section
5.03, the difference between (a) such month's principal and one month's interest at the related Mortgage Loan Remittance Rate on the
unpaid principal balance of such Mortgage Loan and (b) the amount paid by the Mortgagor. The Servicer shall be entitled to
reimbursement for such advances to the same extent as for all other advances pursuant to Section 4.05. Without limiting the
generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered, to prepare, execute and deliver,
all instruments of satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments, with
respect to the Mortgage Loans and with respect to the Mortgaged Properties.
The Servicer shall perform all of its servicing responsibilities hereunder or may cause a subservicer to perform any such
servicing responsibilities on its behalf, but the use by the Servicer of a subservicer shall not release the Servicer from any of its
obligations hereunder and the Servicer shall remain responsible hereunder for all acts and omissions of each subservicer as fully as
if such acts and omissions were those of the Servicer. Any such subservicer must be a Fannie Mae approved seller/servicer or a
Freddie Mac seller/servicer in good standing and no event shall have occurred, including but not limited to, a change in insurance
coverage, which would make it unable to comply with the eligibility requirements for lenders imposed by Fannie Mae or for
seller/servicers by Freddie Mac, or which would require notification to Fannie Mae or Freddie Mac. The Servicer shall pay all fees
and expenses of each subservicer from its own funds, and a subservicer's fee shall not exceed the Servicing Fee.
At the cost and expense of the Servicer, without any right of reimbursement from the Custodial Account, the Servicer shall
be entitled to terminate the rights and responsibilities of a subservicer and arrange for any servicing responsibilities to be
performed by a successor subservicer meeting the requirements in the preceding paragraph, provided, however, that nothing contained
herein shall be deemed to prevent or prohibit the Servicer, at the Servicer's option, from electing to service the related Mortgage
Loans itself. In the event that the Servicer's responsibilities and duties under this Agreement are terminated pursuant to Section
8.04, 9.01 or 10.01, and if requested to do so by the Owner, the Servicer shall at its own cost and expense terminate the rights and
responsibilities of each subservicer effective as of the date of termination of the Servicer. The Servicer shall pay all fees,
expenses or penalties necessary in order to terminate the rights and responsibilities of each subservicer from the Servicer's own
funds without reimbursement from the Owner.
Notwithstanding any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and a
subservicer or any reference herein to actions taken through a subservicer or otherwise, the Servicer shall not be relieved of its
obligations to the Owner and shall be obligated to the same extent and under the same terms and conditions as if it alone were
servicing and administering the Mortgage Loans. The Servicer shall be entitled to enter into an agreement with a subservicer for
indemnification of the Servicer by the subservicer and nothing contained in this Agreement shall be deemed to limit or modify such
indemnification.
Any subservicing agreement and any other transactions or services relating to the Mortgage Loans involving a subservicer
shall be deemed to be between such subservicer and Servicer alone, and the Owner shall have no obligations, duties or liabilities
with respect to such Subservicer including no obligation, duty or liability of Owner to pay such subservicer's fees and expenses.
For purposes of distributions and advances by the Servicer pursuant to this Agreement, the Servicer shall be deemed to have received
a payment on a Mortgage Loan when a subservicer has received such payment.
Section 4.02. Collection of Mortgage Loan Payments.
Continuously from the date hereof until the date each Mortgage Loan ceases to be subject to this Agreement, the Servicer
will proceed with diligence to collect all payments due under each Mortgage Loan when the same shall become due and payable and
shall, to the extent such procedures shall be consistent with this Agreement and the terms and provisions of related Primary Mortgage
Insurance Policy, follow such collection procedures as it follows with respect to mortgage loans comparable to the Mortgage Loans and
held for its own account. Further, the Servicer will take reasonable care in ascertaining and estimating annual ground rents, taxes,
assessments, water rates, fire and hazard insurance premiums, mortgage insurance premiums, and all other charges that, as provided in
the Mortgage, will become due and payable to the end that the installments payable by the Mortgagors will be sufficient to pay such
charges as and when they become due and payable.
The Servicer shall not waive any Prepayment Charge unless: (i) the enforceability thereof shall 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 penalty 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 Servicer, maximize recovery of total proceeds taking into account the value of such Prepayment Charge and
the related Mortgage Loan. If a Prepayment Charge (exclusive of any Prepayment Charges with regards to the Group II Mortgage Loans,
but inclusive of any Prepayment Charges with regards to the Group I Mortgage Loans) is waived, but does not meet the standards
described above, then the Servicer is required to pay the amount of such waived Prepayment Charge by remitting such amount to the
Owner by the Remittance Date.
Section 4.03. Realization Upon Defaulted Mortgage Loans.
The Servicer shall use its reasonable efforts, consistent with the procedures that the Servicer would use in servicing loans
for its own account and the requirements of the Fannie Mae Guide, to foreclose upon or otherwise comparably convert the ownership of
properties securing such of the Mortgage Loans as come into and continue in default and as to which no satisfactory arrangements can
be made for collection of delinquent payments pursuant to Section 4.01. In determining the delinquency status of any Mortgage Loan,
the Servicer will apply the definition of Delinquent as such term is defined under the related pooling and servicing agreement. The
Servicer shall use its reasonable efforts to realize upon defaulted Mortgage Loans in such manner as will maximize the receipt of
principal and interest by the Owner, taking into account, among other things, the timing of foreclosure proceedings. The foregoing
is subject to the provisions that, in any case in which Mortgaged Property shall have suffered damage, the Servicer shall not be
required to expend its own funds toward the restoration of such property unless it shall determine in its discretion (i) that such
restoration will increase the proceeds of liquidation of the related Mortgage Loan to the Owner after reimbursement to itself for
such expenses, and (ii) that such expenses will be recoverable by the Servicer through Insurance Proceeds or Liquidation Proceeds
from the related Mortgaged Property, as contemplated in Section 4.05. The Servicer shall be responsible for all costs and expenses
incurred by it in any such proceedings or functions as Servicing Advances; provided, however, that it shall be entitled to
reimbursement therefor as provided in Section 4.05. Notwithstanding anything to the contrary contained herein, in connection with a
foreclosure or acceptance of a deed in lieu of foreclosure, in the event the Servicer has reasonable cause to believe that a
Mortgaged Property is contaminated by hazardous or toxic substances or wastes, or if the Owner otherwise requests an environmental
inspection or review of such Mortgaged Property, such an inspection or review is to be conducted by a qualified inspector. Upon
completion of the inspection, the Servicer shall promptly provide the Owner with a written report of the environmental inspection.
After reviewing the environmental inspection report, the Owner shall determine how the Servicer shall proceed with respect to the
Mortgaged Property.
Section 4.04. Establishment of Custodial Accounts; Deposits in Custodial Accounts.
The Servicer shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart
from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts. Each Custodial Account
shall be established with a Qualified Depository. To the extent such funds are not deposited in a Custodial Account, such funds may
be invested in Permitted Investments for the benefit of the Owner (with any income earned thereon for the benefit of the Servicer).
Custodial Accounts will be reconciled within 45 days after bank statement cutoff date. Funds deposited in the Custodial Account may
be drawn on by the Servicer in accordance with Section 4.05. The creation of any Custodial Account shall be evidenced by a letter
agreement in the form shown in Exhibit B hereto. The original of such letter agreement shall be furnished to the Owner upon request.
The Servicer acknowledges and agrees that the Servicer shall bear any losses incurred with respect to Permitted Investments. The
amount of any such losses shall be immediately deposited by the Servicer in the Custodial Account, out of the Servicer's own funds,
with no right to reimbursement therefor.
The Servicer shall deposit in a mortgage clearing account on a daily basis, and in the Custodial Account or Accounts no
later than two (2) Business Days after receipt and identification of funds and retain therein the following payments and collections:
(i) all payments on account of principal, including Principal Prepayments (exclusive of any Prepayment
Charges with regards to the Group II Mortgage Loans, but inclusive of any Prepayment Charges with regards to the Group I
Mortgage Loans), on the Mortgage Loans received after the Cut-off Date;
(ii) all payments on account of interest on the Mortgage Loans adjusted to the related Mortgage Loan
Remittance Rate received after the Cut-off Date;
(iii) all Net Liquidation Proceeds received after the Cut-off Date;
(iv) any net amounts received by the Servicer after the Cut-off Date in connection with any REO Property
pursuant to Section 4.13;
(v) all Insurance Proceeds received after the Cut-off Date including amounts required to be deposited
pursuant to Sections 4.08 and 4.10, other than proceeds to be held in the Escrow Account and applied to the restoration or
repair of the Mortgaged Property or released to the Mortgagor in accordance with the Servicer's normal servicing procedures,
the loan documents or applicable law;
(vi) all Condemnation Proceeds affecting any Mortgaged Property received after the Cut-off Date other than
proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to
the Mortgagor in accordance with the Servicer's normal servicing procedures, the loan documents or applicable law;
(vii) any Monthly Advances as provided in Section 5.03;
(viii) any amounts received after the Cut-off Date and required to be deposited in the Custodial Account
pursuant to Section 6.02; and
(ix) with respect to each full or partial Principal Prepayment received after the Cut-off Date, any Prepayment
Interest Shortfalls, to the extent of the Servicer's aggregate Servicing Fee received with respect to the related Due Period.
The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that,
without limiting the generality of the foregoing, payments in the nature of late payment charges and assumption fees, to the extent
permitted by Section 6.01, and all Prepayment Interest Excess need not be deposited by the Servicer in the Custodial Account.
Section 4.05. Permitted Withdrawals From the Custodial Account.
The Servicer may, from time to time, make withdrawals from the Custodial Account for the following purposes:
(i) to make payments to the Owner in the amounts and in the manner provided for in Section 5.01;
(ii) to reimburse itself for Monthly Advances, the Servicer's right to reimburse itself pursuant to this subclause (ii)
being limited to amounts received on the related Mortgage Loan which represent late collections (net of the related Servicing Fees)
of principal and/or interest respecting which any such advance was made;
(iii) to reimburse itself for unreimbursed Servicing Advances and Monthly Advances, the Servicer's right to reimburse
itself pursuant to this subclause (iii) with respect to any Mortgage Loan being limited to Liquidation Proceeds, Condemnation
Proceeds and Insurance Proceeds received after the Cut-off Date related to such Mortgage Loan;
(iv) to pay to itself as servicing compensation (a) any interest earned on funds in the Custodial Account (all such
interest to be withdrawn monthly not later than each Remittance Date) and (b) the Servicing Fee from that portion of any payment
recovery attributable to interest on a particular Mortgage Loan;
(v) to reimburse itself for any Nonrecoverable Advances;
(vi) to transfer funds to another Qualified Depository in accordance with Section 4.09 hereof;
(vii) to reimburse itself as provided in Section 8.03 hereof;
(viii) to remove funds inadvertently placed in the Custodial Account in error by the Servicer; and
(ix) to clear and terminate the Custodial Account upon the termination of this Agreement.
Section 4.06. Establishment of Escrow Accounts; Deposits in Escrow Accounts.
The Servicer shall segregate and hold all funds collected and received pursuant to each Mortgage Loan which constitute
Escrow Payments separate and apart from any of its own funds and general assets and shall establish and maintain one or more Escrow
Accounts. Each Escrow Account shall be established with a Qualified Depository. To the extent such funds are not deposited in an
Escrow Account, such funds may be invested in Permitted Investments. Funds deposited in an Escrow Account may be drawn on by the
Servicer in accordance with Section 4.07. The creation of any Escrow Account shall be evidenced by a letter agreement in the form
shown in Exhibit C. The original of such letter agreement shall be furnished to the Owner upon request. The Servicer acknowledges
and agrees that the Servicer shall bear any losses incurred with respect to Permitted Investments. The amount of any such losses
shall be immediately deposited by the Servicer in the Escrow Account, as appropriate, out of the Servicer's own funds, with no right
to reimbursement therefor.
The Servicer shall deposit in a mortgage clearing account on a daily basis, and in the Escrow Account or Accounts no later
than two (2) Business Days after receipt of funds and retain therein:
(i) all Escrow Payments collected on account of the Mortgage Loans, for the purpose of effecting timely payment of any
items as are required under the terms of this Agreement;
(ii) all Insurance Proceeds which are to be applied to the restoration or repair of any Mortgaged Property; and
(iii) all Servicing Advances for Mortgagors whose Escrow Payments are insufficient to cover escrow disbursements.
The Servicer shall make withdrawals from an Escrow Account only to effect such payments as are required under this
Agreement, and for such other purposes as shall be as set forth in and in accordance with Section 4.07. Except as provided in
Section 4.07, the Servicer shall be entitled to retain any interest paid on funds deposited in an Escrow Account by the Qualified
Depository.
Section 4.07. Permitted Withdrawals From Escrow Account.
Withdrawals from the Escrow Account may be made by the Servicer only:
(i) to effect timely payments of ground rents, taxes, assessments, water rates, fire and hazard insurance premiums,
Primary Mortgage Insurance Policy premiums, if applicable, and comparable items;
(ii) to reimburse Servicer for any Servicing Advance made by Servicer with respect to a related Mortgage Loan but only
from amounts received on the related Mortgage Loan which represent late payments or collections of Escrow Payments thereunder;
(iii) to refund to the Mortgagor any funds as may be determined to be overages;
(iv) for transfer to the Custodial Account in connection with an acquisition of REO Property;
(v) for application to restoration or repair of the Mortgaged Property;
(vi) to pay to the Servicer, or to the Mortgagor to the extent required by law, any interest paid on the funds deposited
in the Escrow Account;
(vii) to pay to the Mortgagors or other parties Insurance Proceeds deposited in accordance with Section 4.06;
(viii) to remove funds inadvertently placed in an Escrow Account in error by the Servicer; and
(ix) to clear and terminate the Escrow Account on the termination of this Agreement.
As part of its servicing duties, the Servicer shall pay to the Mortgagors interest on funds in an Escrow Account, to the
extent required by law, and to the extent that interest earned on funds in the Escrow Account is insufficient, shall pay such
interest from its own funds, without any reimbursement therefor.
Section 4.08. Payment of Taxes, Insurance and Other Charges, Maintenance of Primary Mortgage Insurance Policies,
Collections Thereunder.
With respect to each Mortgage Loan, the Servicer shall maintain accurate records reflecting the status of ground rents,
taxes, assessments, water rates and other charges which are or may become a lien upon the Mortgaged Property and the status of
Primary Mortgage Insurance Policy premiums and fire and hazard insurance coverage and shall obtain, from time to time, all bills for
the payment of such charges, including renewal premiums and shall effect payment thereof prior to the applicable penalty or
termination date and at a time appropriate for securing maximum discounts allowable, employing for such purpose deposits of the
Mortgagor in the Escrow Account which shall have been estimated and accumulated by the Servicer in amounts sufficient for such
purposes, as allowed under the terms of the Mortgage or applicable law. To the extent that the Mortgage does not provide for Escrow
Payments, the Servicer shall determine that any such payments are made by the Mortgagor when due. The Servicer assumes full
responsibility for the timely payment of all such bills and shall effect timely payments of all such bills irrespective of the
Mortgagor's faithful performance in the payment of same or the making of the Escrow Payments and shall make advances from its own
funds to effect such payments.
The Servicer will maintain in full force and effect Primary Mortgage Insurance Policies issued by a Qualified Insurer with
respect to each Mortgage Loan for which such coverage is herein required. Such coverage will be maintained until the ratio of the
current outstanding principal balance of the related Mortgage Loan to the appraised value of the related Mortgaged Property, based on
the most recent appraisal of the Mortgaged Property performed by a Qualified Appraiser, such appraisal to be included in the
Servicing File, is reduced to an amount for which Fannie Mae no longer requires such insurance to be maintained. The Servicer will
not cancel or refuse to renew any Primary Mortgage Insurance Policy that is required to be kept in force under this Agreement unless
a replacement Primary Mortgage Insurance Policy for such canceled or nonrenewed policy is obtained from and maintained with a
Qualified Insurer. The Servicer shall not take any action which would result in noncoverage under any applicable Primary Mortgage
Insurance Policy of any loss which, but for the actions of the Servicer would have been covered thereunder. In connection with any
assumption or substitution agreement entered into or to be entered into pursuant to Section 6.01, the Servicer shall promptly notify
the insurer under the related Primary Mortgage Insurance Policy, if any, of such assumption or substitution of liability in
accordance with the terms of such policy and shall take all actions which may be required by such insurer as a condition to the
continuation of coverage under the Primary Mortgage Insurance Policy. If such Primary Mortgage Insurance Policy is terminated as a
result of such assumption or substitution of liability, the Servicer shall obtain a replacement Primary Mortgage Insurance Policy as
provided above.
In connection with its activities as servicer, the Servicer agrees to prepare and present, on behalf of itself and the
Owner, claims to the insurer under any Private Mortgage Insurance Policy in a timely fashion in accordance with the terms of such
Primary Mortgage Insurance Policy and, in this regard, to take such action as shall be necessary to permit recovery under any Primary
Mortgage Insurance Policy respecting a defaulted Mortgage Loan. Pursuant to Section 4.04, any amounts collected by the Servicer
under any Primary Mortgage Insurance Policy shall be deposited in the Custodial Account, subject to withdrawal pursuant to Section
4.05.
Section 4.09. Transfer of Accounts.
The Servicer may transfer the Custodial Account or the Escrow Account to a different Qualified Depository from time to
time. The Servicer shall notify the Owner of any such transfer within 15 Business Days of transfer. If any one of the investment
ratings of a Qualified Depository holding funds or Eligible Investments in the Custodial Account or Escrow Account is downgraded by
the issuing rating agency, the Servicer shall, within three (3) Business Days of receipt of notice of the downgrading, transfer all
such accounts, funds and Permitted Investments to a different Qualified Depository in accordance with this Agreement.
Section 4.10. Maintenance of Hazard Insurance.
The Servicer shall cause to be maintained for each Mortgage Loan fire and hazard insurance with extended coverage as is
customary in the area where the Mortgaged Property is located in an amount which is equal to the lesser of (i) the maximum insurable
value of the improvements securing such Mortgage Loan or (ii) the greater of (a) the outstanding principal balance of the Mortgage
Loan, and (b) the percentage such that the proceeds thereof shall be sufficient to prevent the Mortgagor and/or the Mortgagee from
becoming a co-insurer. If the Mortgaged Property is in an area identified in the Federal Register by the Federal Emergency
Management Agency as being a special flood hazard area that has federally-mandated flood insurance requirements, the Servicer will
cause to be maintained a flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance
Administration with a generally acceptable insurance carrier, in an amount representing coverage not less than the least of (i) the
outstanding principal balance of the Mortgage Loan, (ii) the maximum insurable value of the improvements securing such Mortgage Loan
or (iii) the maximum amount of insurance which is available under the Flood Disaster Protection Act of 1973, as amended. The
Servicer shall also maintain on the REO Property, fire and hazard insurance with extended coverage in an amount which is at least
equal to the maximum insurable value of the improvements which are a part of such property, liability insurance and, to the extent
required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in an amount as provided above.
Any amounts collected by the Servicer under any such policies other than amounts to be deposited in the Escrow Account and applied to
the restoration or repair of the Mortgaged Property or REO Property, or released to the Mortgagor in accordance with the Servicer's
normal servicing procedures, shall be deposited in the Custodial Account, subject to withdrawal pursuant to Section 4.05. It is
understood and agreed that no other additional insurance need be required by the Servicer or the Mortgagor or maintained on property
acquired in respect of the Mortgage Loans, other than pursuant to the Fannie Mae Guide or such applicable state or federal laws and
regulations as shall at any time be in force and as shall require such additional insurance. All such policies shall be endorsed
with standard mortgagee clauses with loss payable to the Servicer and its successors and/or assigns and shall provide for at least
thirty days prior written notice of any cancellation, reduction in the amount or material change in coverage to the Servicer. The
Servicer shall not interfere with the Mortgagor's freedom of choice in selecting either his insurance carrier or agent, provided,
however, that the Servicer shall not accept any such insurance policies from insurance companies unless such companies currently
reflect a General Policy Rating in Best's Key Rating Guide currently acceptable to Fannie Mae and are licensed to do business in the
state wherein the property subject to the policy is located.
Section 4.11 Maintenance of Mortgage Impairment Insurance Policy.
In the event that the Servicer shall obtain and maintain a mortgage impairment or blanket policy issued by an issuer that
has a Best rating of A:VI insuring against hazard losses on all of Mortgaged Properties securing the Mortgage Loans, then, to the
extent such policy provides coverage in an amount equal to the amount required pursuant to Section 4.10 and otherwise complies with
all other requirements of Section 4.10, the Servicer shall conclusively be deemed to have satisfied its obligations as set forth in
Section 4.10, it being understood and agreed that such policy may contain a deductible clause, in which case the Servicer shall, in
the event that there shall not have been maintained on the related Mortgaged Property or REO Property a policy complying with Section
4.10, and there shall have been one or more losses which would have been covered by such policy, deposit in the Custodial Account the
amount not otherwise payable under the blanket policy because of such deductible clause. In connection with its activities as
Servicer of the Mortgage Loans, the Servicer agrees to prepare and present, on behalf of the Owner, claims under any such blanket
policy in a timely fashion in accordance with the terms of such policy. Upon request of the Owner, the Servicer shall cause to be
delivered to the Owner a certified true copy of such policy and a statement from the insurer thereunder that such policy shall in no
event be terminated or materially modified without thirty (30) days prior written notice to the Owner.
Section 4.12. Fidelity Bond, Errors and Omissions Insurance.
The Servicer shall maintain, at its own expense, a blanket fidelity bond and an errors and omissions insurance policy, with
broad coverage with responsible companies that would meet the requirements of Fannie Mae or Freddie Mac on all officers, employees or
other persons acting in any capacity with regard to the Mortgage Loans and who handle funds, money, documents and papers relating to
the Mortgage Loans. The Fidelity Bond and errors and omissions insurance shall be in the form of the Mortgage Banker's Blanket Bond
and shall protect and insure the Servicer against losses, including forgery, theft, embezzlement, fraud, errors and omissions and
negligent acts of such persons. Such Fidelity Bond and errors and omissions insurance shall also protect and insure the Servicer
against losses in connection with the failure to maintain any insurance policies required pursuant to this Agreement and the release
or satisfaction of a Mortgage Loan without having obtained payment in full of the indebtedness secured thereby. No provision of this
Section 4.12 requiring the Fidelity Bond and errors and omissions insurance shall diminish or relieve the Servicer from its duties
and obligations as set forth in this Agreement. The minimum coverage under any such Fidelity Bond and insurance policy shall be at
least equal to the corresponding amounts required by Fannie Mae in the Fannie Mae Guide or by Freddie Mac in the Freddie Mac Guide.
The Servicer shall, upon request of Owner, deliver to the Owner a certificate from the surety and the insurer as to the existence of
the Fidelity Bond and errors and omissions insurance policy and shall obtain a statement from the surety and the insurer that such
Fidelity Bond or insurance policy shall in no event be terminated or materially modified without thirty days prior written notice to
the Owner. The Servicer shall notify the Owner within five Business Days of receipt of notice that such Fidelity Bond or insurance
policy will be, or has been, materially modified or terminated. The Owner and its successors or assigns as their interests may
appear must be named as loss payees on the Fidelity Bond and as additional insured on the errors and omissions policy.
Section 4.13. Title, Management and Disposition of REO Property.
In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or
certificate of sale shall be taken in the name of the Owner or its designee. Any such Person or Persons holding such title other
than the Owner shall acknowledge in writing that such title is being held as nominee for the benefit of the Owner.
The Servicer shall assume the responsibility for marketing each REO Property in accordance with Accepted Servicing
Practices. Thereafter, the Servicer shall continue to provide certain administrative services to the Owner relating to such REO
Property as set forth in this Section 4.13. The REO Property must be sold within three years following the end of the calendar year
of the date of acquisition, unless a REMIC election has been made with respect to the arrangement under which the Mortgage Loans and
REO Property are held and (i) the Owner shall have been supplied with an Opinion of Counsel (at the Servicer's expense) to the effect
that the holding by the related trust of such Mortgaged Property subsequent to such three-year period (and specifying the period
beyond such three-year period for which the Mortgaged Property may be held) will not result in the imposition of taxes on "prohibited
transactions" of the related trust as defined in Section 860F of the Code, or cause the related REMIC to fail to qualify as a REMIC,
in which case the related trust may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of
Counsel), or (ii) the Owner (at the Servicer's expense) or the Servicer shall have applied for, prior to the expiration of such
three-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case
the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the
foregoing sentence and is necessary to sell any REO Property, the Servicer shall report monthly to the Owner as to progress being
made in selling such REO Property.
Notwithstanding any other provision of this Agreement, if a REMIC election has been made, no Mortgaged Property held by a
REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the
related trust or sold or managed in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to
qualify at any time as "foreclosure property" within a meaning of Section 860G(a)(8) of the Code, (ii) subject the related trust to
the imposition of any federal or state income taxes on "net income from foreclosure property" with respect to such Mortgaged Property
within the meaning of Section 860G(c) of the Code, or (iii) cause the sale of such Mortgaged Property to result in the receipt by the
related trust or any income from non-permitted assets as described in Section 860F(a) (2)(B) of the Code, unless the Servicer has
agreed to indemnify and hold harmless the related trust with respect to the imposition of any such taxes.
The Servicer shall deposit or cause to be deposited, on a daily basis in each Custodial Account all revenues received with
respect to the related REO Property and shall withdraw therefrom funds necessary for the proper operation, management and maintenance
of the REO Property, including the cost of maintaining any hazard insurance pursuant to Section 4.10 hereof. The Servicer shall
maintain separate records with respect to each REO Property identifying all deposits and withdrawals from the Custodial Account for
each REO Property.
The Servicer shall furnish to the Owner on each Remittance Date, an operating statement for each REO Property covering the
operation of each REO Property for the previous month. Such operating statement shall be accompanied by such other information as
the Owner shall reasonably request.
The Servicer shall, either itself or through an agent selected by the Servicer, and in accordance with the Fannie Mae Guide,
manage, conserve, protect and operate each REO Property in the same manner that it manages, conserves, protects and operates other
foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is
managed. Each REO Disposition shall be carried out by the Servicer at such price and upon such terms and conditions as the Servicer
deems to be in the best interest of the Owner. The REO Disposition Proceeds from the sale of the REO Property shall be promptly
deposited in the Custodial Account. As soon as practical thereafter, the expenses of such sale shall be paid and the Servicer shall
reimburse itself for any related Servicing Advances, or Monthly Advances made pursuant to Section 5.03.
The Servicer shall cause each REO Property to be inspected promptly upon the acquisition of title thereto and shall cause
each REO Property to be inspected at least monthly thereafter or more frequently as may be required by the circumstances. The
Servicer shall make or cause the inspector to make a written report of each such inspection. Such reports shall be retained in the
Servicing File and copies thereof shall be forwarded by the Servicer to the Owner.
Section 4.14. Notification of Adjustments.
With respect to each Mortgage Loan, the Servicer shall adjust the Mortgage Interest Rate on the related Interest Rate
Adjustment Date in compliance with requirements of applicable law and the related Mortgage and Mortgage Note. The Servicer shall
execute and deliver any and all necessary notices required under applicable law and the terms of the related Mortgage Note and
Mortgage regarding the Mortgage Interest Rate adjustments. The Servicer shall promptly, upon written request therefor, deliver to
the Owner such notifications and any additional applicable data regarding such adjustments and the methods used to calculate and
implement such adjustments. Upon the discovery by the Servicer or the receipt of notice from the Owner that the Servicer has failed
to adjust a Mortgage Interest Rate in accordance with the terms of the related Mortgage Note and Mortgage, the Servicer shall
immediately deposit in the Custodial Account from its own funds the amount of any interest loss or deferral caused to the Owner
thereby.
ARTICLE V
PAYMENTS TO THE OWNER
Section 5.01. Remittances.
On each Remittance Date, the Servicer shall remit to the Owner (i) all amounts credited to the Custodial Account as of the
close of business on the last day of the calendar month preceding the Determination Date, net of charges against or withdrawals from
the Custodial Account pursuant to Section 4.05, except (a) Full Principal Prepayments received on or before the 15th day of the month
in which a Remittance Date occurs shall be remitted to the Owner on the Remittance Date of such month, and (b) Full Principal
Prepayments received after the 15th day of the month in which a Remittance Date occurs shall be remitted to the Owner on the next
following Remittance Date, plus, to the extent not already deposited in the Custodial Account, the sum of (ii) all Monthly Advances,
if any, which the Servicer is obligated to distribute pursuant to Section 5.03 and (iii) all Prepayment Interest Shortfalls the
Servicer is required to make up pursuant to Section 4.04, minus (iv) any amounts attributable to Monthly Payments collected after the
Cut-off Date but due on a Due Date or Dates subsequent to the last day of the related Due Period, which amounts shall be remitted on
the related Remittance Date next succeeding the Due Period for such amounts.
With respect to any remittance received by the Owner after the Business Day on which such payment was due, the Servicer
shall pay to the Owner interest on any such late payment at an annual rate equal to the Prime Rate, adjusted as of the date of each
change, plus two percentage points, but in no event greater than the maximum amount permitted by applicable law. Such interest shall
be remitted to the Owner by the Servicer on the date such late payment is made and shall cover the period commencing with the day
following such Business Day and ending with the Business Day on which such payment is made, both inclusive. The payment by the
Servicer of any such interest shall not be deemed an extension of time for payment or a waiver of any Event of Default by the
Servicer.
Section 5.02 Statements to the Owner and the Master Servicer.
The Servicer shall furnish to the Master Servicer an individual Mortgage Loan accounting report (a "Report"), as of the last
Business Day of each month and the end of the related Prepayment Period, as applicable, in the Servicer's assigned loan number order
to document Mortgage Loan payment activity on an individual Mortgage Loan basis. With respect to each month, such Report shall be
received by the Owner and the Master Servicer no later than the tenth Business Day of the month of the related Remittance Date (or,
with respect to information as to Full Principal Prepayments and prepayment penalties no later than one (1) Business Day after the
end of each Prepayment Period), a report in an Excel (or compatible) electronic format, in such format as may be mutually agreed upon
by both the Owner and the Servicer, and which shall provide the information required to be contained in the monthly statements to
certificateholders as specified in the related pooling and servicing Agreement, to the extent applicable to the Servicer.
In addition, the Servicer shall provide to the Master Servicer and the Owner such other information known or available to
the Servicer that is necessary in order to provide the distribution and pool performance information as required under Regulation AB,
as amended from time to time, as determined by the Owner in its sole discretion. The Servicer shall also provide a monthly report,
in the form of Exhibit E hereto, or such other form as is mutually acceptable to the Servicer, the Owner and the Master Servicer,
Exhibit F with respect to defaulted mortgage loans and Exhibit K, with respect to realized losses and gains, with each such report.
The Servicer shall prepare and file any and all information statements or other filings required to be delivered to any
governmental taxing authority or to Owner or the Master Servicer pursuant to any applicable law with respect to the Mortgage Loans
and the transactions contemplated hereby. In addition, the Servicer shall provide the Owner and the Master Servicer with such
information concerning the Mortgage Loans as is necessary for the Owner and the Master Servicer to prepare its federal income tax
return as Owner and the Master Servicer may reasonably request from time to time.
In addition, not more than 60 days after the end of each calendar year, the Servicer shall furnish to each Person who was an
Owner and the Master Servicer at any time during such calendar year an annual statement in accordance with the requirements of
applicable federal income tax law as to the aggregate of remittances of principal and interest for the applicable portion of such
year.
Section 5.03. Monthly Advances by the Servicer.
Not later than the close of business on the Business Day preceding each Remittance Date, the Servicer shall deposit in the
Custodial Account an amount equal to all payments not previously advanced by the Servicer, whether or not deferred pursuant to
Section 4.01, of Monthly Payments, adjusted to the related Mortgage Loan Remittance Rate, which are delinquent at the close of
business on the related Determination Date; provided, however, that the amount of any such deposit may be reduced by the Amount Held
for Future Distribution (as defined below) then on deposit in the Custodial Account. Any portion of the Amount Held for Future
Distribution used to pay Monthly Advances shall be replaced by the Servicer by deposit into the Custodial Account on any future
Remittance Date to the extent that the funds that are available in the Custodial Account for remittance to the Owner on such
Remittance Date are less than the amount of payments required to be made to the Owner on such Remittance Date.
The "Amount Held for Future Distribution" as to any Remittance Date shall be the total of the amounts held in the Custodial
Account at the close of business on the preceding Determination Date which were received after the Cut-off Date on account of (i)
Liquidation Proceeds, Insurance Proceeds, and Principal Prepayments received or made in the month of such Remittance Date, and (ii)
payments which represent early receipt of scheduled payments of principal and interest due on a date or dates subsequent to the
related Due Date.
The Servicer's obligation to make such Monthly Advances as to any Mortgage Loan will continue through the final disposition
or liquidation of the Mortgaged Property, unless the Servicer deems such advance to be nonrecoverable from Liquidation Proceeds, REO
Disposition Proceeds or Insurance Proceeds with respect to the applicable Mortgage Loan. In such latter event, the Servicer shall
deliver to the Owner an Officer's Certificate of the Servicer to the effect that an officer of the Servicer has reviewed the related
Servicing File and has obtained a recent appraisal and has made the reasonable determination that any additional advances are
nonrecoverable from Liquidation or Insurance Proceeds with respect to the applicable Mortgage Loan.
Section 5.04. Liquidation Reports.
Upon the foreclosure sale of any Mortgaged Property or the acquisition thereof by the Owner pursuant to a deed-in-lieu of
foreclosure, the Servicer shall submit to the Owner a liquidation report with respect to such Mortgaged Property in such form as the
Servicer and the Owner shall agree. The Servicer shall also provide reports on the status of REO Property containing such
information as Owner may reasonably require.
ARTICLE VI
GENERAL SERVICING PROCEDURES
Section 6.01. Assumption Agreements.
The Servicer will, to the extent it has knowledge of any conveyance or prospective conveyance by any Mortgagor of a
Mortgaged Property (whether by absolute conveyance or by contract of, sale, and whether or not the Mortgagor remains or is to remain
liable under the Mortgage Note and/or the Mortgage), exercise its rights to accelerate the maturity of such Mortgage Loan under any
"due-on-sale" clause to the extent permitted by law; provided, however, that the Servicer shall not exercise any such rights if
prohibited by law or the terms of the Mortgage Note from doing so or if the exercise of such rights would impair or threaten to
impair any recovery under the related Primary Mortgage Insurance Policy, if any. If the Servicer reasonably believes it is unable
under applicable law to enforce such "due-on-sale" clause, the Servicer, will enter into an assumption agreement with the person to
whom the Mortgaged Property has been conveyed or is proposed to be conveyed, pursuant to which such person becomes liable under the
Mortgage Note and, to the extent permitted by applicable state law, the Mortgagor remains liable thereon. Where an assumption is
allowed pursuant to this Section 6.01, the Servicer, with the prior consent of the primary mortgage insurer, if any, is authorized to
enter into a substitution of liability agreement with the person to whom the Mortgaged Property has been conveyed or is proposed to
be conveyed pursuant to which the original mortgagor is released from liability and such Person is substituted as mortgagor and
becomes liable under the related Mortgage Note. Any such substitution of liability agreement shall be in lieu of an assumption
agreement.
In connection with any such assumption or substitution of liability, the Servicer shall follow the underwriting practices
and procedures of the Fannie Mae Guide. With respect to an assumption or substitution of liability, the Mortgage Interest Rate borne
by the related Mortgage Note and the amount of the Monthly Payment may not be changed. The Servicer shall notify the Owner that any
such substitution of liability or assumption agreement has been completed by forwarding to the Owner the original of any such
substitution of liability or assumption agreement, which document shall be added to the related Mortgage Loan Documents and shall,
for all purposes, be considered a part of such related mortgage file to the same extent as all other documents and instruments
constituting a part thereof. All fees collected by the Servicer for entering into an assumption or substitution of liability
agreement shall belong to the Servicer.
Notwithstanding the foregoing paragraphs of this section or any other provision of this Agreement, the Servicer shall not be
deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by
operation of law or any assumption which the Servicer may be restricted by law from preventing, for any reason whatsoever. For
purposes of this Section 6.01, the term "assumption" is deemed to also include a sale of the Mortgaged Property subject to the
Mortgage that is not accompanied by an assumption or substitution of liability agreement.
Section 6.02. Satisfaction of Mortgages and Release of Mortgage Loan Documents.
Upon the payment in full of any Mortgage Loan, the Servicer will immediately notify the Custodian with a certification and
request for release by a Servicing Officer, which certification shall include a statement to the effect that all amounts received in
connection with such payment which are required to be deposited in the Custodial Account pursuant to Section 4.04 have been so
deposited, and a request for delivery to the Servicer of the portion of the Mortgage Loan Documents held by the Custodian. Upon
receipt of such certification and request, the Owner shall promptly release or cause the Custodian to promptly release the related
Mortgage Loan Documents to the Servicer and the Servicer shall prepare and deliver for execution by the Owner or at the Owner's
option execute under the authority of a power of attorney delivered to the Servicer by the Owner any satisfaction or release. No
expense incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Custodial
Account.
In the event the Servicer satisfies or releases a Mortgage without having obtained payment in full of the indebtedness
secured by the Mortgage or should it otherwise prejudice any right the Owner may have under the mortgage instruments, the Servicer,
upon written demand, shall remit within one Business Day to the Owner the then outstanding principal balance of the related Mortgage
Loan by deposit thereof in the Custodial Account. The Servicer shall maintain the Fidelity Bond insuring the Servicer against any
loss it may sustain with respect to any Mortgage Loan not satisfied in accordance with the procedures set forth herein.
From time to time and as appropriate for the servicing or foreclosure of the Mortgage Loans, including for the purpose of
collection under any Primary Mortgage Insurance Policy, upon request of the Servicer and delivery to the Custodian of a servicing
receipt signed by a Servicing Officer, the Custodian shall release the portion of the Mortgage Loan Documents held by the Custodian
to the Servicer. Such servicing receipt shall obligate the Servicer to promptly return the related Mortgage Loan Documents to the
Custodian, when the need therefor by the Servicer no longer exists, unless the Mortgage Loan has been liquidated and the Liquidation
Proceeds relating to the Mortgage Loan have been deposited in the Custodial Account or such documents have been delivered to an
attorney, or to a public trustee or other public official as required by law, for purposes of initiating or pursuing legal action or
other proceedings for the foreclosure of the Mortgaged Property either judicially or non-judicially, and the Servicer has promptly
delivered to the Owner or the Custodian a certificate of a Servicing Officer certifying as to the name and address of the Person to
which such documents were delivered and the purpose or purposes of such delivery. Upon receipt of a certificate of a Servicing
Officer stating that such Mortgage Loan was liquidated, the servicing receipt shall be released by the Owner or the Custodian, as
applicable, to the Servicer.
Section 6.03. Servicing Compensation.
As compensation for its services hereunder, the Servicer shall be entitled to withdraw from the Custodial Account or to
retain from interest payments on the Mortgage Loans the amounts provided for as the Servicer's Servicing Fee. Additional servicing
compensation in the form of Prepayment Charges with regards to the Group II Mortgage Loans, assumption fees, as provided in Section
6.01, late payment charges and other ancillary fees shall be retained by the Servicer to the extent not required to be deposited in
the Custodial Account. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities
hereunder and shall not be entitled to reimbursement therefor except as specifically provided for.
Section 6.04. Annual Statement as to Compliance; Annual Certification.
(a) The Servicer will deliver to the Owner and the Master Servicer, not later than March 15th of each calendar year
beginning in 2007, an Officer's Certificate (an "Annual Statement of Compliance") stating, as to each signatory thereof, that (i) a
review of the activities of the Servicer during the preceding calendar year and of performance under this Agreement or other
applicable servicing agreement has been made under such officer's supervision and (ii) to the best of such officer's knowledge, based
on such review, the Servicer has fulfilled all of its obligations under this Agreement or other applicable servicing agreement in all
material respects throughout such year, or, if there has been a failure to fulfill any such obligation in any material respect,
specifying each such failure known to such officer and the nature and status of cure provisions thereof. Such Annual Statement of
Compliance shall contain no restrictions or limitations on its use. Copies of such statement shall be provided by the Servicer to
the Owner upon request and by the Owner to any Person identified as a prospective purchaser of the Mortgage Loans. In the event that
the Servicer has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer, the Servicer shall
deliver an Annual Statement of Compliance of the Subservicer as described above as to each Subservicer as and when required with
respect to the Servicer.
(b) With respect to the Mortgage Loans, by March 15th of each calendar year beginning in 2007, an officer of the
Servicer shall execute and deliver an Officer's Certificate (an "Annual Certification") to the Owner, the Master Servicer, the
Securities Administrator, and any related Depositor for the benefit of each such entity and such entity's affiliates and the
officers, directors and agents of any such entity and such entity's affiliates, in the form attached hereto as Exhibit G. In the
event that the Servicer has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer or a
Subcontractor, to the extent such Subcontractor is "participating in the servicing function" pursuant to Item 1122 of Regulation AB,
the Servicer shall deliver an Annual Certification as to each such Subservicer and Subcontractor, as and when required with respect
to the Servicer.
In the event the Servicer or any Subservicer or Subcontractor engaged by it is terminated, assigns its rights and
obligations under, or resigns pursuant to the terms of this Agreement, orany other applicable agreement in the case of a Subservicer
or Subcontractor, as the case may be, such party shall provide an Annual Statement of Compliance pursuant to this Section 6.04 or to
the related section of such other applicable agreement, as the case may be, as to the performance of its obligations with respect to
the period of time it was subject to this Agreement or any other applicable agreement, as the case may be, notwithstanding any such
termination, assignment or resignation.
The Servicer shall indemnify and hold harmless the Master Servicer and its officers, directors, agents and affiliates from
and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs
and expenses arising out of or based upon a breach by the Servicer or any of its officers, directors, agents or affiliates of its
obligations under this Section 6.04 or Section 6.09 or the negligence, bad faith or willful misconduct of the Servicer in connection
therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Master Servicer, then the
Servicer agrees that it shall contribute to the amount paid or payable by the Master Servicer as a result of the losses, claims,
damages or liabilities of the Master Servicer in such proportion as is appropriate to reflect the relative fault of the Master
Servicer on the one hand and the Servicer on the other in connection with a breach of the Servicer's obligations under this Section
6.04 or Section 6.09 or the Servicer's negligence, bad faith or willful misconduct in connection therewith.
Upon request by the Owner or the Master Servicer, the Servicer will deliver to such requesting party a copy of the audited
(if such financial statements are available, otherwise unaudited) financial statements of the Servicer for the most recent fiscal
year of the Servicer.
Section 6.05. [Reserved]
Section 6.06. Owner's Right to Examine Servicer Records.
The Owner shall have the right to examine and audit, at its expense, upon reasonable notice to the Servicer, during business
hours or at such other times as might be reasonable under applicable circumstances, any and all of the books, records, documentation
or other information of the Servicer, or held by another for the Servicer or on its behalf or otherwise, which relate to the
performance or observance by the Servicer of the terms, covenants or conditions of this Agreement.
The Servicer shall provide to the Owner and any supervisory agents or examiners representing a state or federal governmental
agency having jurisdiction over the Owner access to any documentation regarding the Mortgage Loans in the possession of the Servicer
which may be required by any applicable regulations. Such access shall be afforded without charge, upon reasonable request, during
normal business hours and at the offices of the Servicer, and in accordance with the applicable federal or state government
regulations.
Section 6.07. Compliance with REMIC Provisions.
If a REMIC election has been made with respect to the arrangement under which the Mortgage Loans and REO Property are held,
the Servicer shall not take any action, cause the REMIC to take any action or fail to take (or fail to cause to be taken) any action
that, under the REMIC Provisions, if taken or not taken, as the case may be could (i) endanger the status of the REMIC as a REMIC or
(ii) result in the imposition of a tax upon the REMIC (including but not limited to the tax on "prohibited transactions" as defined
in Section 860F(a)(2) of the Code and the tax on "contribution" to a REMIC set forth in Section 860G(d) of the Code unless the
Servicer has received an Opinion of Counsel (at the expense of the party seeking to take such actions) to the effect that the
contemplated action will not endanger such REMIC status or result in the imposition of any such tax.
Section 6.08. Non-solicitation.
The Servicer shall not knowingly conduct any solicitation exclusively targeted to the Mortgagors for the purpose of inducing
or encouraging the early prepayment or refinancing of the related Mortgage Loans. It is understood and agreed that promotions
undertaken by the Servicer or any agent or affiliate of the Servicer which are directed to the general public at large, including,
without limitation, mass mailings based on commercially acquired mailing lists, newspaper, radio and television advertisements shall
not constitute solicitation under this section. Nothing contained herein shall prohibit the Servicer from (i) distributing to
Mortgagors any general advertising including information brochures, coupon books, or other similar documentation which indicates
services the Servicer offers, including refinances or (ii) providing financing of home equity loans to Mortgagors at the Mortgagor's
request.
Section 6.09. Assessment of Compliance with Servicing Criteria.
On and after January 1, 2006, the Servicer shall service and administer, and shall cause each subservicer to service or
administer, the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria.
With respect to the Mortgage Loans, the Servicer shall deliver to the Owner or its designee, the Master Servicer, the
Securities Administrator, and any Depositor on or before March 15th of each calendar year beginning in 2007, a report (an "Assessmentof Compliance") regarding the Servicer's assessment of compliance with the Servicing Criteria during the preceding calendar year as
required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, or as otherwise required by the Master
Servicer, which as of the date hereof, require a report by an authorized officer of the Servicer that contains the following:
(a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to
the Servicer;
(b) A statement by such officer that such officer used the Servicing Criteria to assess compliance with the Servicing
Criteria applicable to the Servicer;
(c) An assessment by such officer of the Servicer's compliance with the applicable Servicing Criteria for the period
consisting of the preceding calendar year, including disclosure of any material instance of noncompliance with respect thereto during
such period, which assessment shall be based on the activities it performs with respect to asset-backed securities transactions taken
as a whole involving the Servicer, that are backed by the same asset type as the Mortgage Loans;
(d) A statement that a registered public accounting firm has issued an attestation report on the Servicer's Assessment
of Compliance for the period consisting of the preceding calendar year; and
(e) A statement as to which of the Servicing Criteria, if any, are not applicable to the Servicer, which statement shall
be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Servicer,
that are backed by the same asset type as the Mortgage Loans.
Such report at a minimum shall address each of the Servicing Criteria specified on Exhibit J hereto.
With respect to the Mortgage Loans, on or before March 15th of each calendar year beginning in 2007, the Servicer shall
furnish to the Owner or its designee, the Master Servicer, the Securities Administrator and any Depositor a report (an "AttestationReport") by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the Servicer,
as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, or as otherwise required by the Master
Servicer, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public
Company Accounting Oversight Board.
The Servicer shall cause each Subservicer, and each Subcontractor determined by the Servicer pursuant to Section 11.15 to be
"participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver to the Owner, the Master
Servicer, the Securities Administrator and any Depositor an assessment of compliance and accountants' attestation as and when
provided in Section 6.09.
In the event the Servicer or any Subservicer or Subcontractor engaged by it is terminated, assigns its rights and
obligations under, or resigns pursuant to the terms of this Agreement or any other applicable agreement in the case of a Subservicer
or Subcontractor, as the case may be, such party shall provide an Assessment of Compliance and cause to be provided an Attestation
Report pursuant to this Section 6.09 or to the related section of such other applicable agreement, as the case may be,
notwithstanding any such termination , assignment or resignation.
Section 6.10. Intent of the Parties; Reasonableness.
The Owner and the Servicer acknowledge and agree that a purpose of clause (g) of Article III, Sections 5.02, 6.04, 6.09 and
10.02 of this Agreement is to facilitate compliance by the Owner and any Depositor with the provisions of Regulation AB and related
rules and regulations of the Commission. None of the Owner, the Master Servicer or any Depositor shall exercise its right to request
delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance
with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder. The Servicer acknowledges that
interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the
Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and
agrees to comply with requests made by the Owner or any Depositor in good faith for delivery of information under these provisions on
the basis of evolving interpretations of Regulation AB. In connection with any Pass-Through Transfer, the Servicer shall cooperate
fully with the Owner to deliver to the Owner (including any of its assignees or designees) and any Depositor, any and all statements,
reports, certifications, records and any other information necessary in the good faith determination of the Owner or any Depositor to
permit the Owner or such Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the
Servicer, any Subservicer and the Mortgage Loans, or the servicing of the Mortgage Loans, reasonably believed by the Owner or any
Depositor to be necessary in order to effect such compliance.
ARTICLE VII
REPORTS TO BE PREPARED BY SERVICER
Section 7.01. Servicer Shall Provide Information as Reasonably Required.
The Servicer shall furnish to the Owner upon request, during the term of this Agreement, such periodic, special or other
reports or information, whether or not provided for herein, as shall be necessary, reasonable or appropriate with respect to the
purposes of this Agreement. The Servicer may negotiate with the Owner for a reasonable fee for providing such report or information,
unless (i) the Servicer is required to supply such report or information pursuant to any other section of this Agreement, or (ii) the
report or information has been requested in connection with Internal Revenue Service or other regulatory agency requirements. All
such reports or information shall be provided by and in accordance with all reasonable instructions and directions given by the
Owner. The Servicer agrees to execute and deliver all such instruments and take all such action as the Owner, from time to time, may
reasonably request in order to effectuate the purpose and to carry out the terms of this Agreement.
ARTICLE VIII
THE SERVICER
Section 8.01. Indemnification; Third Party Claims.
The Servicer agrees to indemnify the Owner, its successors and assigns, any agent of the Owner, and the Master Servicer, and
hold each of such Persons harmless from and against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees
and related costs, judgments, and any other costs, fees and expenses that such Person may sustain in any way related to the failure
of the Servicer to perform in any way its duties and service the Mortgage Loans in strict compliance with the terms of this Agreement
and for breach of any representation or warranty of the Servicer contained herein. The Servicer shall immediately notify the Owner
or other indemnified Person if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with
the consent of the Owner and such other Indemnified Person and with counsel reasonably satisfactory to the Owner and such Person) the
defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and
satisfy any judgment or decree which may be entered against it or such other indemnified Person in respect of such claim but failure
to so notify the Owner and such other indemnified Person shall not limit its obligations hereunder. The Servicer agrees that it will
not enter into any settlement of any such claim without the consent of the Owner and such other indemnified Person unless such
settlement includes an unconditional release of the Owner and such other indemnified Person from all liability that is the subject
matter of such claim. The provisions of this Section 8.01 shall survive termination of this Agreement.
Section 8.02. Merger or Consolidation of the Servicer.
The Servicer will keep in full effect its existence, rights and franchises as a corporation under the laws of the state of
its incorporation except as permitted herein, and will obtain and preserve its qualification to do business as a foreign corporation
in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this
Agreement or any of the Mortgage Loans and to perform its duties under this Agreement.
Any Person into which the Servicer may be merged or consolidated, or any corporation resulting from any merger, conversion
or consolidation to which the Servicer shall be a party, or any Person succeeding to the business of the Servicer whether or not
related to loan servicing, shall be the successor of the Servicer hereunder, without the execution or filing of any paper or any
further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that the
successor or surviving Person shall be an institution (i) having a GAAP net worth of not less than $25,000,000, (ii) the deposits of
which are insured by the FDIC, or which is a HUD-approved mortgagee whose primary business is in origination and servicing of first
lien mortgage loans, and (iii) which is a Fannie Mae or Freddie Mac approved seller/servicer in good standing.
Section 8.03. Limitation on Liability of the Servicer and Others.
Neither the Servicer nor any of the officers, employees or agents of the Servicer shall be under any liability to the Owner
for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in
judgment made in good faith; provided, however, that this provision shall not protect the Servicer or any such person against any
breach of warranties or representations made herein, or failure to perform in any way its obligations in compliance with any standard
of care set forth in this Agreement, or any liability which would otherwise be imposed by reason of gross negligence or any breach of
the terms and conditions of this Agreement. The Servicer and any officer, employee or agent of the Servicer may rely in good faith
on any document of any kind prima facie properly executed and submitted by the Owner respecting any matters arising hereunder. The
Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties
to service the Mortgage Loans in accordance with this Agreement and which in its opinion may involve it in any expenses or liability;
provided, however, that the Servicer may, with the consent of the Owner, which consent shall not be unreasonably withheld, undertake
any such action which it may deem necessary or desirable with respect to this Agreement and the rights and duties of the parties
hereto. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be
expenses, costs and liabilities for which the Owner will be liable, and the Servicer shall be entitled to be reimbursed therefor from
the Custodial Account pursuant to Section 4.05.
Section 8.04. Servicer Not to Resign.
The Servicer shall not resign from the obligations and duties hereby imposed on it except by mutual consent of the Servicer
and the Owner or upon the determination that its duties hereunder are no longer permissible under applicable law and such incapacity
cannot be cured by the Servicer. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion
of Counsel to such effect delivered to the Owner which Opinion of Counsel shall be in form and substance acceptable to the Owner. No
such resignation shall become effective until a successor shall have assumed the Servicer's responsibilities and obligations
hereunder in the manner provided in Section 11.01.
Section 8.05. No Transfer of Servicing.
With respect to the retention of the Servicer to service the Mortgage Loans hereunder, the Servicer acknowledges that the
Owner has acted in reliance upon the Servicer's independent status, the adequacy of its servicing facilities, plan, personnel,
records and procedures, its integrity, reputation and financial standing and the continuance thereof. Without in any way limiting
the generality of this section, the Servicer shall not either assign this Agreement or the servicing hereunder or delegate its rights
or duties hereunder or any portion thereof, or sell or otherwise dispose of all or substantially all of its property or assets,
without the prior written approval of the Owner, which approval shall not be unreasonably withheld; provided that the Servicer may
assign the Agreement and the servicing hereunder without the consent of Owner to an affiliate of the Servicer to which all servicing
of the Servicer is assigned so long as (i) such affiliate is a Fannie Mae and Freddie Mac approved servicer and (ii) if it is
intended that such affiliate be spun off to the shareholders of the Servicer, such affiliate have a GAAP net worth of at least
$25,000,000 and (iii) such affiliate shall deliver to the Owner a certification pursuant to which such affiliate shall agree to be
bound by the terms and conditions of this Agreement and shall certify that such affiliate is a Fannie Mae and Freddie Mac approved
servicer in good standing.
ARTICLE IX
DEFAULT
Section 9.01. Events of Default.
In case one or more of the following Events of Default by the Servicer shall occur and be continuing, that is to say:
(i) any failure by the Servicer to remit to the Owner any payment required to be made under the terms of this Agreement
which continues unremedied for one (1) Business Day after written notice thereof (it being understood that this subparagraph shall
not affect Servicer's obligation pursuant to Section 5.01 to pay default interest on any remittance received by the Owner after the
Business Day on which such payment was due); or
(ii) any failure on the part of the Servicer duly to observe or perform in any material respect any other of the
covenants or agreements on the part of the Servicer set forth in this Agreement (other than those described in clause (ix) hereof),
the breach of which has a material adverse effect and which continue unremedied for a period of thirty days (except that such number
of days shall be fifteen in the case of a failure to pay any premium for any insurance policy required to be maintained under this
Agreement and such failure shall be deemed to have a material adverse effect) after the date on which written notice of such failure,
requiring the same to be remedied, shall have been given to the Servicer by the Owner; or
(iii) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a
conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or
similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Servicer and such
decree or order shall have remained in force undischarged or unstayed for a period of sixty days; or
(iv) the Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency,
bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Servicer or of or
relating to all or substantially all of its property; or
(v) the Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to
take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or
voluntarily suspend payment of its obligations; or
(vi) the Servicer ceases to be approved by either Fannie Mae or Freddie Mac (to the extent such entities are then
operating in a capacity similar to that in which they operate on the date hereof) as a mortgage loan servicer for more than thirty
days to the extent such entities perform similar functions; or
(vii) the Servicer attempts to assign its right to servicing compensation hereunder or the Servicer attempts, without the
consent of the Owner, to sell or otherwise dispose of all or substantially all of its property or assets or to assign this Agreement
or the servicing responsibilities hereunder or to delegate its duties hereunder or any portion thereof except as otherwise permitted
herein; or
(viii) the Servicer ceases to be qualified to transact business in any jurisdiction where it is currently so qualified, but
only to the extent such non-qualification materially and adversely affects the Servicer's ability to perform its obligations
hereunder; or
(ix) failure by the Servicer to duly perform, within the required time period, its obligations under Section 6.04, 6.09
or any of clauses (v) through (viii) of Section 10.02;
then, and in each and every such case, so long as an Event of Default shall not have been remedied, the Owner, by notice in writing
to the Servicer may, in addition to whatever rights the Owner may have under Section 8.01 and at law or equity to damages, including
injunctive relief and specific performance, terminate all the rights and obligations of the Servicer (and if the Servicer is
servicing any of the Mortgage Loans in a Pass-Through Transfer, appoint a successor servicer reasonably acceptable to the Master
Servicer for such Pass-Through Transfer) under this Agreement and in and to the Mortgage Loans and the proceeds thereof without
compensating the Servicer for the same. On or after the receipt by the Servicer of such written notice, all authority and power of
the Servicer under this Agreement, whether with respect to the Mortgage Loans or otherwise, shall pass to and be vested in the
successor appointed pursuant to Section 11.01. Upon written request from the Owner, the Servicer shall prepare, execute and deliver,
any and all documents and other instruments, place in such successor's possession all Servicing Files, and do or accomplish all other
acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and
endorsement or assignment of the Mortgage Loans and related documents, or otherwise, at the Servicer's sole expense. The Servicer
agrees to cooperate with the Owner and such successor in effecting the termination of the Servicer's responsibilities and rights
hereunder, including, without limitation, the transfer to such successor for administration by it of all cash amounts which shall at
the time be credited by the Servicer to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage
Loans or any REO Property.
The Servicer shall promptly reimburse the Owner (or any designee of the Owner, such as a master servicer) and any Depositor,
as applicable, for all reasonable expenses incurred by the Owner (or such designee) or such Depositor, as such are incurred, in
connection with the termination of the Servicer as servicer and the transfer of servicing of the Mortgage Loans to a successor
servicer, if the termination and/or transfer of servicing is for cause related to a servicer default. The provisions of this
paragraph shall not limit whatever rights the Owner or any Depositor may have under other provisions of this Agreement and/or any
applicable Reconstitution Agreement or otherwise, whether in equity or at law, such as an action for damages, specific performance or
injunctive relief.
Section 9.02. Waiver of Defaults.
The Owner may waive only by written notice any default by the Servicer in the performance of its obligations hereunder and
its consequences. Upon any such waiver of a past default, such default shall cease to exist, and any Event of Default arising
therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent
or other default or impair any right consequent thereon except to the extent expressly so waived in writing.
ARTICLE X
TERMINATION
Section 10.01. Termination.
The respective obligations and responsibilities of the Servicer shall terminate upon: (i) the later of the final payment or
other liquidation (or any advance with respect thereto) of the last Mortgage Loan or the disposition of all REO Property and the
remittance of all funds due hereunder; or (ii) by mutual consent of the Servicer and the Owner in writing; or (iii) termination by
the Owner pursuant to Section 9.01. Simultaneously with any such termination and the transfer of servicing hereunder, the Servicer
shall be entitled to be reimbursed for any outstanding Servicing Advances and Monthly Advances.
Section 10.02. Cooperation of Servicer with a Reconstitution.
The Servicer and the Owner agree that with respect to some or all of the Mortgage Loans, on or after the related closing
date, on one or more dates (each a "Reconstitution Date") at the Owner's sole option, the Owner may effect a sale (each, a
"Reconstitution") of some or all of the Mortgage Loans then subject to this Agreement, without recourse, to:
(a) one or more third party purchasers in one or more in whole loan transfers (each, a "Whole Loan Transfer"); or
(b) one or more trusts or other entities to be formed as part of one or more Pass-Through Transfers.
The Servicer agrees to execute in connection with any agreements among the Owner, the Servicer, and any servicer in
connection with a Whole Loan Transfer, an assignment, assumption and recognition agreement, or, at Owner's request, a seller's
warranties and servicing agreement or a participation and servicing agreement or similar agreement in form and substance reasonably
acceptable to the parties, and in connection with a Pass-Through Transfer, a pooling and servicing agreement in form and substance
reasonably acceptable to the parties. It is understood that any such Reconstitution Agreements will not contain any greater
obligations on the part of Servicer than are contained in this Agreement.
With respect to each Whole Loan Transfer and each Pass-Through Transfer entered into by the Owner, the Servicer agrees (1)
to cooperate fully with the Owner and any prospective purchaser with respect to all reasonable requests and due diligence procedures;
(2) to execute, deliver and perform all Reconstitution Agreements required by the Owner; (3) to restate the representations and
warranties set forth in this Agreement as of the settlement or closing date in connection with such Reconstitution (each, a
"Reconstitution Date").
In addition, the Servicer shall provide to such servicer or issuer, as the case may be, and any other participants in such
Reconstitution:
(i) any and all information and appropriate verification of information which may be reasonably available to the
Servicer, whether through letters of its auditors and counsel or otherwise, as the Owner or any such other participant shall request
upon reasonable demand;
(ii) such additional representations, warranties, covenants, opinions of counsel, letters from auditors, and certificates
of public officials or officers of the Servicer as are reasonably agreed upon by the Servicer and the Owner or any such other
participant;
(iii) within 5 Business Days after request by the Owner, the information with respect to the Servicer (as servicer) as
required by Item 1108(b) and (c) of Regulation AB, a summary of the requirements of which as of the date hereof is attached hereto as
Exhibit I for convenience of reference only, as determined by Owner in its sole discretion. In the event that the Servicer has
delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer, the Servicer shall provide the
information required pursuant to this clause with respect to the Subservicer;
(iv) within 5 Business Days after request by the Owner,
(a) information regarding any legal proceedings pending (or known to be contemplated) against the Servicer (as
servicer) and each Subservicer as required by Item 1117 of Regulation AB, a summary of the requirements of which as of the date
hereof is attached hereto as Exhibit I for convenience of reference only, as determined by Owner in its sole discretion,
(b) information regarding affiliations with respect to the Servicer (as servicer) and each Subservicer as required
by Item 1119(a) of Regulation AB, a summary of the requirements of which as of the date hereof is attached hereto as Exhibit I for
convenience of reference only, as determined by Owner in its sole discretion, and
(c) information regarding relationships and transactions with respect to the Servicer (as servicer) and each
Subservicer as required by Item 1119(b) and (c) of Regulation AB, a summary of the requirements of which as of the date hereof is
attached hereto as Exhibit I for convenience of reference only, as determined by Owner in its sole discretion;
(v) for the purpose of satisfying the reporting obligation under the Exchange Act with respect to any class of
asset-backed securities, the Servicer shall (or shall cause each Subservicer to) (i) provide prompt notice to the Owner, the Master
Servicer and any Depositor in writing of (A) any material litigation or governmental proceedings involving the Servicer or any
Subservicer, (B) any affiliations or relationships that develop following the closing date of a Pass-Through Transfer between the
Servicer or any Subservicer and any of the parties specified in clause (D) of paragraph (a) of this Section (and any other parties
identified in writing by the requesting party) with respect to such Pass-Through Transfer, (C) any Event of Default under the terms
of this Agreement or any Reconstitution Agreement, (D) any merger, consolidation or sale of substantially all of the assets of the
Servicer, and (E) the Servicer's entry into an agreement with a Subservicer to perform or assist in the performance of any of the
Servicer's obligations under this Agreement or any Reconstitution Agreement and (ii) provide to the Owner and any Depositor a
description of such proceedings, affiliations or relationships;
(vi) as a condition to the succession to the Servicer or any Subservicer as servicer or subservicer under this Agreement
or any Reconstitution Agreement by any Person (i) into which the Servicer or such Subservicer may be merged or consolidated, or (ii)
which may be appointed as a successor to the Servicer or any Subservicer, the Servicer shall provide to the Owner, the Master
Servicer, and any Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written
notice to the Owner and any Depositor of such succession or appointment and (y) in writing and in form and substance reasonably
satisfactory to the Owner and such Depositor, all information reasonably requested by the Owner or any Depositor in order to comply
with its reporting obligation under Item 6.02 of Form 8-K with respect to any class of asset-backed securities;
(vii) in addition to such information as the Servicer, as servicer, is obligated to provide pursuant to other provisions
of this Agreement, not later than ten days prior to the deadline for the filing of any distribution report on Form 10-D in respect of
any Pass-Through Transfer that includes any of the Mortgage Loans serviced by the Servicer or any Subservicer, the Servicer or such
Subservicer, as applicable, shall, to the extent the Servicer or such Subservicer has knowledge, provide to the party responsible for
filing such report (including, if applicable, the Master Servicer) notice of the occurrence of any of the following events along with
all information, data, and materials related thereto as may be required to be included in the related distribution report on Form
10-D (as specified in the provisions of Regulation AB referenced below):
(A) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during
the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB);
(B) material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of
Regulation AB); and
(C) information regarding new asset-backed securities issuances backed by the same pool assets, any pool asset
changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other criteria
for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB); and
(viii) the Servicer shall provide to the Owner, the Master Servicer and any Depositor, evidence of the authorization of the
person signing any certification or statement, copies or other evidence of Fidelity Bond Insurance and Errors and Omission Insurance
policy, financial information and reports, and such other information related to the Servicer or any Subservicer or the Servicer or
such Subservicer's performance hereunder.
In the event of a conflict or inconsistency between the terms of Exhibit I and the text of the applicable Item of Regulation
AB as cited above, the text of Regulation AB, its adopting release and other public statements of the SEC shall control.
The Servicer shall indemnify the Owner, each affiliate of the Owner, and each of the following parties participating in a
Pass-Through Transfer: each issuing entity; each Person (including, but not limited to, the Master Servicer, if applicable)
responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such
Pass-Through Transfer, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with
respect to such Pass-Through Transfer; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person
who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the
Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates of each of the foregoing
and of the Depositor (each, an "Indemnified Party"), and shall hold each of them harmless from and against any claims, losses,
damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses
that any of them may sustain arising out of or based upon:
(i)(A) any untrue statement of a material fact contained or alleged to be contained in any information, report,
certification, data, accountants' letter or other material provided under this Section 10.02 by or on behalf of the Servicer, or
provided under this Section 10.02, Sections 6.04 and 6.09 and by or on behalf of any Subservicer or Subcontractor (collectively, the
"Servicer Information"), or (B) the omission or alleged omission to state in the Servicer Information a material fact required to be
stated in the Servicer Information or necessary in order to make the statements therein, in the light of the circumstances under
which they were made, not misleading; provided, by way of clarification, that clause (B) of this paragraph shall be construed solely
by reference to the Servicer Information and not to any other information communicated in connection with a sale or purchase of
securities, without regard to whether the Servicer Information or any portion thereof is presented together with or separately from
such other information;
(ii) any breach by the Servicer of its obligations under this Section 10.02, including particularly any failure by the
Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification, accountants' letter or other
material when and as required under this Section 10.02, including any failure by the Servicer to identify pursuant to Section 11.15
any Subcontractor "participating in the servicing function" within the meaning of Item 1122 of Regulation AB;
(iii) any breach by the Servicer of a representation or warranty set forth in Section Article III or in a writing furnished
pursuant to clause (h) of Article III and made as of a date prior to the closing date of the related Pass-Through Transfer, to the
extent that such breach is not cured by such closing date, or any breach by the Servicer of a representation or warranty in a writing
furnished pursuant to clause (h) of Article III to the extent made as of a date subsequent to such closing date; or
(iv) the negligence bad faith or willful misconduct of the Servicer in connection with its performance under this Section
10.02.
If the indemnification provided for herein is unavailable or insufficient to hold harmless an Indemnified Party, then the
Servicer agrees that it shall contribute to the amount paid or payable by such Indemnified Party as a result of any claims, losses,
damages or liabilities incurred by such Indemnified Party in such proportion as is appropriate to reflect the relative fault of such
Indemnified Party on the one hand and the Servicer on the other.
In the case of any failure of performance described above, the Servicer shall promptly reimburse the Owner, any Depositor,
as applicable, and each Person responsible for the preparation, execution or filing of any report required to be filed with the
Commission with respect to such Pass-Through Transfer, or for execution of a certification pursuant to Rule 13a-14(d) or Rule
15d-14(d) under the Exchange Act with respect to such Pass-Through Transfer, for all costs reasonably incurred by each such party in
order to obtain the information, report, certification, accountants' letter or other material not delivered pursuant to this Section
or Section 6.04 or Section 6.09 as required by the Servicer, any Subservicer or any Subcontractor.
This indemnification shall survive the termination of this Agreement or the termination of any party to this Agreement.
All Mortgage Loans not sold or transferred pursuant to a Whole Loan Transfer or Pass Through Transfer shall be subject to
this Agreement and shall continue to be serviced in accordance with the terms of this Agreement and with respect thereto this
Agreement shall remain in full force and effect.
Section 10.03. Master Servicer.
The Servicer, including any successor servicer hereunder, shall be subject to the supervision of the Master Servicer, which
Master Servicer shall be obligated to ensure that the Servicer services the Mortgage Loans in accordance with the provisions of this
Agreement. The Master Servicer, acting on behalf of the Owner, shall have the same rights as the Owner to enforce the obligations of
the Servicer under this Agreement. The Master Servicer shall be entitled to terminate the rights and obligations of the Servicer
under this Agreement upon the failure of the Servicer to perform any of its obligations under this Agreement if such failure
constitutes an Event of Default as provided in Article IX of this Agreement. Notwithstanding anything to the contrary, in no event
shall the Master Servicer assume any of the obligations of the Owner under this Agreement.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01. Successor to the Servicer.
Prior to termination of the Servicer's responsibilities and duties under this Agreement pursuant to Sections 8.04, 9.01 or
10.01(ii), the Owner shall (i) succeed to and assume all of the Servicer's responsibilities, rights, duties and obligations under
this Agreement, or (ii) appoint a successor having the characteristics set forth in Section 8.02 hereof and which shall succeed to
all rights and assume all of the responsibilities, duties and liabilities of the Servicer under this Agreement prior to the
termination of the Servicer's responsibilities, duties and liabilities under this Agreement. In connection with such appointment and
assumption, the Owner may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as the
Owner and such successor shall agree. In the event that the Servicer's duties, responsibilities and liabilities under this Agreement
should be terminated pursuant to the aforementioned sections, the Servicer shall discharge such duties and responsibilities during
the period from the date it acquires knowledge of such termination until the effective date thereof with the same degree of diligence
and prudence which it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or
prejudice the rights or financial condition of its successor. The resignation or removal of the Servicer pursuant to the
aforementioned sections shall not become effective until a successor shall be appointed pursuant to this section and shall in no
event relieve the Servicer of the representations and warranties made pursuant to Article III and the remedies available to the Owner
under Section 8.01, it being understood and agreed that the provisions of such Article III and Section 8.01 shall be applicable to
the Servicer notwithstanding any such resignation or termination of the Servicer, or the termination of this Agreement.
Any successor appointed as provided herein shall execute, acknowledge and deliver to the Servicer and to the Owner an
instrument accepting such appointment, whereupon such successor shall become fully vested with all the rights, powers, duties,
responsibilities, obligations and liabilities of the Servicer, with like effect as if originally named as a party to this Agreement.
Any termination or resignation of the Servicer or this Agreement pursuant to Section 8.04, 9.01 or 10.01 shall not affect any claims
that the Owner may have against the Servicer arising prior to any such termination or resignation.
The Servicer shall promptly deliver to the successor the funds in the Custodial Account and the Escrow Account and the
Servicing Files and related documents and statements held by it hereunder and the Servicer shall account for all funds. The Servicer
shall execute and deliver such instruments and do such other things all as may reasonably be required to more fully and definitely
vest and confirm in the successor all such rights, powers, duties, responsibilities, obligations and liabilities of the Servicer.
The successor shall make such arrangements as it may deem appropriate to reimburse the Servicer for unrecovered Monthly Advances and
Servicing Advances which the successor retains hereunder and which would otherwise have been recovered by the Servicer pursuant to
this Agreement but for the appointment of the successor servicer.
Upon a successor's acceptance of appointment as such, the Servicer shall notify the Owner of such appointment.
All reasonable costs and expenses incurred in connection with replacing the Servicer upon its resignation or the termination
of the Servicer in accordance with the terms of this Agreement, including, without limitation, (i) all legal costs and expenses and
all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of an
Event of Default and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files
and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor
servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor service to service the
Mortgage Loans in accordance with this Agreement, shall be payable on demand by the resigning or terminated Servicer without any
right of reimbursement therefor.
Section 11.02. Amendment.
This Agreement may be amended from time to time by the Servicer and the Owner by written agreement signed by the Servicer
and the Owner.
Section 11.03. Recordation of Agreement.
To the extent permitted by applicable law, this Agreement is subject to recordation in all appropriate public offices for
real property records in all the counties or other comparable jurisdictions in which any of all the properties subject to the
Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the
Servicer at the Owner's expense on direction of the Owner accompanied by an opinion of counsel to the effect that such recordation
materially and beneficially affects the interest of the Owner or is necessary for the administration or servicing the Mortgage Loans.
Section 11.04. Governing Law.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT
GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAWS. THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED
IN ACCORDANCE WITH SUCH LAWS.
Section 11.05. Notices.
Any demands, notices or other communications permitted or required hereunder shall be in writing and shall be deemed
conclusively to have been given if personally delivered at or mailed by registered mail, postage prepaid, and return receipt
requested or transmitted by telecopier and confirmed by a similar mailed writing, as follows:
(i) if to the Servicer:
EMC Mortgage Corporation
2780 Lake Vista Drive
Lewisville, TX75067
Attention: General Counsel
Facsimile: (214) 626-4889
(ii) if to the Owner:
Bear, Stearns & Co. Inc.
383 Madison Ave.
New York, New York10179
Attention: Global Credit Administration
Telecopier No.: (212) 272-5591
(iii) if to the Master Servicer:
Wells Fargo Bank, National Association
P.O. Box 98
Columbia, Maryland21046
Attention: Master Servicing - Bear Stearns ALT-A Trust 2007-1
And for overnight delivery to:
Wells Fargo Bank, National Association
9062 Old Annapolis Road
Columbia, Maryland21045
Attention: Master Servicing - Bear Stearns ALT-A Trust 2007-1
Telecopier No.: (410) 715-2380
or such other address as may hereafter be furnished to the other party by like notice. Any such demand, notice, or communication
hereunder shall be deemed to have been received on the date delivered to or received at the premises of the address (as evidenced, in
the case of registered or certified mail, by the date noted on the return receipt).
Section 11.06. Severability of Provisions.
Any part, provision, representation or warranty of this Agreement which is prohibited or which is held to be void or
unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining
provisions hereof. Any part, provision, representation or warranty of this Agreement which is prohibited or unenforceable or is held
to be void or unenforceable in any jurisdiction shall be ineffective, as to such jurisdiction, to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction as to any Mortgage Loan shall not invalidate or render unenforceable such provision in any other jurisdiction. To the
extent permitted by applicable law, the parties hereto waive any provision of law which prohibits or renders void or unenforceable
any provision hereof. If the invalidity of any part, provision, representation or warranty of this Agreement shall deprive any party
of the economic benefit intended to be conferred by this Agreement, the parties shall negotiate, in good faith, to develop a
structure the economic effect of which is nearly as possible the same as the economic effect of this Agreement without regard to such
invalidity.
Section 11.07. Exhibits
The exhibits to this Agreement are hereby incorporated and made a part hereof and are an integral part of this Agreement.
Section 11.08. General Interpretive Principles.
For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:
(i) the terms defined in this Agreement have the meanings assigned to them in this Agreement and include the plural as
well as the singular, and the use of any gender herein shall be deemed to include the other gender;
(ii) accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally
accepted accounting principles;
(iii) references herein to "Articles,""Sections,""Subsections,""Paragraphs," and other subdivisions without reference
to a document are to designated Articles, Sections, Subsections, Paragraphs and other subdivisions of this Agreement;
(iv) a reference to a Subsection without further reference to a Section is a reference to such Subsection as contained in
the same Section in which the reference appears, and this rule shall also apply to Paragraphs and other subdivisions;
(v) the words "herein,""hereof,""hereunder" and other words of similar import refer to this Agreement as a whole and
not to any particular provision; and
(vi) the term "include" or "including" shall mean without limitation by reason of enumeration.
Section 11.09. Reproduction of Documents.
This Agreement and all documents relating hereto, including, without limitation, (i) consents, waivers and modifications
which may hereafter be executed, (ii) documents received by any party at the closing, and (iii) financial statements, certificates
and other information previously or hereafter furnished, may be reproduced by any photographic, photostatic, microfilm, micro-card,
miniature photographic or other similar process. The parties agree that any such reproduction shall be admissible in evidence as the
original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such
reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or further reproduction of
such reproduction shall likewise be admissible in evidence.
Section 11.10. Confidentiality of Information.
Each party recognizes that, in connection with this Agreement, it may become privy to non-public information regarding the
financial condition, operations and prospects of the other party. Except as required to be disclosed by law, each party agrees to
keep all non-public information regarding the other party strictly confidential, and to use all such information solely in order to
effectuate the purpose of this Agreement.
Section 11.11. Assignment by the Owner.
The Owner shall have the right, without the consent of the Servicer hereof, to assign, in whole or in part, its interest
under this Agreement with respect to some or all of the Mortgage Loans, and designate any person to exercise any rights of the Owner
hereunder, by executing an assignment and assumption agreement reasonably acceptable to the Servicer and the assignee or designee
shall accede to the rights and obligations hereunder of the Owner with respect to such Mortgage Loans. In no event shall Owner sell
a partial interest in any Mortgage Loan. All references to the Owner in this Agreement shall be deemed to include its assignees or
designees. It is understood and agreed between the Owners and the Servicer that no more than five (5) Persons shall have the right
of owner under this Agreement at any one time.
Section 11.12. No Partnership.
Nothing herein contained shall be deemed or construed to create a co-partnership or joint venture between the parties hereto
and the services of the Servicer shall be rendered as an independent contractor and not as agent for Owner.
Section 11.13. Execution, Successors and Assigns.
This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts,
each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same
agreement. Subject to Section 8.05, this Agreement shall inure to the benefit of and be binding upon the Servicer and the Owner and
their respective successors and assigns.
Section 11.14. Entire Agreement.
Each of the Servicer and the Owner acknowledge that no representations, agreements or promises were made to it by the other
party or any of its employees other than those representations, agreements or promises specifically contained herein. This Agreement
sets forth the entire understanding between the parties hereto and shall be binding upon all successors of both parties.
Section 11.15. Use of Subservicers and Subcontractors.
(a) The Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations
of the Servicer as servicer under this Agreement or any Reconstitution Agreement unless the Servicer complies with the provisions of
paragraph (b) of this Section. The Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not
permit any Subservicer to hire or otherwise utilize the servicers of any Subcontractor, to fulfill any of the obligations of the
Servicer as servicer under this Agreement or any Reconstitution Agreement unless the Servicer complies with the provisions of
paragraph (d) of this Section. The Servicer must notify the Owner, the Master Servicer and any Depositor in writing of any
affiliations or relationships that develop following the closing date between the Servicer or any Subservicer.
(b) The Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) for the benefit of the Owner
and any Depositor to comply with the provisions of this Section and with clauses (g) and (j) of Article III, Sections 6.04, 6.09 and
10.02 of this Agreement to the same extent as if such Subservicer were the Owner, and to provide the information required with
respect to such Subservicer under Section 3.01(i) of this Agreement. The Servicer shall be responsible for obtaining from each
Subservicer and delivering to the Owner, the Master Servicer and any Depositor any Annual Statement of Compliance required to be
delivered by such Subservicer under Section 6.04(a), any Assessment of Compliance and Attestation Report required to be delivered by
such Subservicer under Section 6.09, any Annual Certification required under Section 6.04(b), any Additional Form 10-D Disclosure and
any Form 8-K Disclosure Information, as and when required to be delivered.
(c) The Servicer shall promptly upon request provide to the Owner, the Master Servicer and any Depositor (or any
designee of the Depositor, such as an administrator) a written description (in form and substance satisfactory to the Owner, the
Master Servicer and such Depositor) of the role and function of each Subcontractor utilized by the Servicer or any Subservicer,
specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the
servicing function" within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be
addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph.
(d) As a condition to the utilization of any Subcontractor determined to be "participating in the servicing function"
within the meaning of Item 1122 of Regulation AB, the Servicer shall cause any such Subcontractor used by the Servicer (or by any
Subservicer) for the benefit of the Owner and any Depositor to comply with the provisions of Sections 6.07 and 10.02 of this
Agreement to the same extent as if such Subcontractor were the Servicer. The Servicer shall be responsible for obtaining from each
Subcontractor and delivering to the Owner and any Depositor any Assessment of Compliance and Attestation Report and other
certificates required to be delivered by such Subservicer and such Subcontractor under Section 6.09 (and any Annual Certification
required under Section 6.09(b)), in each case as and when required to be delivered.
11.16. Third Party Beneficiary
For purposes of this Agreement, each Master Servicer shall be considered a third party beneficiary to this Agreement,
entitled to all the rights and benefits hereof as if it were a direct party to this Agreement.
IN WITNESS WHEREOF, the Servicer and the Owner have caused their names to be signed hereto by their respective officers
thereunto duly authorized as of the date and year first above written.
EMC MORTGAGE CORPORATION
Servicer
By:______________________________________
Name:____________________________________
Title:___________________________________
STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
Owner
By:______________________________________
Name:____________________________________
Title:___________________________________
EXHIBIT B
CUSTODIAL ACCOUNT LETTER AGREEMENT
(date)
To:______________________
_________________________
_________________________
(the "Depository")
As "Servicer" under the Servicing Agreement, dated as of January 1, 2007, (the "Agreement"), we hereby authorize and request
you to establish an account, as a Custodial Account pursuant to Section 4.04 of the Agreement, to be designated as "BSALTA 2007-1
Custodial Account, in trust for SAMI II, Owner of Whole Loan Mortgages, and various Mortgagors." All deposits in the account shall
be subject to withdrawal therefrom by order signed by the Servicer. You may refuse any deposit which would result in violation of
the requirement that the account be fully insured as described below. This letter is submitted to you in duplicate. Please execute
and return one original to us.
By:____________________
Name:__________________
Title:_________________
The undersigned, as "Depository", hereby certifies that the above described account has been established under Account
Number __________, at the office of the depository indicated above, and agrees to honor withdrawals on such account as provided
above. The full amount deposited at any time in the account will be insured up to applicable limits by the Federal Deposit Insurance
Corporation through the Bank Insurance Fund or the Savings Association Insurance Fund or will be invested in Permitted Investments as
defined in the Agreement.
[ ]
(name of Depository)
By:____________________
Name:__________________
Title:_________________
EXHIBIT C
ESCROW ACCOUNT LETTER AGREEMENT
(date)
To:___________________________
______________________________
______________________________
(the "Depository")
As "Servicer" under the Servicing Agreement, dated as of January 1, 2007 (the "Agreement"), we hereby authorize and request
you to establish an account, as an Escrow Account pursuant to Section 4.06 of the Agreement, to be designated as "BSALTA 2007-1
Escrow Account, in trust for SAMI II, Owner of Whole Loan Mortgages, and various Mortgagors." All deposits in the account shall be
subject to withdrawal therefrom by order signed by the Servicer. You may refuse any deposit which would result in violation of the
requirement that the account be fully insured as described below. This letter is submitted to you in duplicate. Please execute and
return one original to us.
By:____________________
Name:__________________
Title:_________________
The undersigned, as "Depository", hereby certifies that the above described account has been established under Account
Number __________, at the office of the depository indicated above, and agrees to honor withdrawals on such account as provided
above. The full amount deposited at any time in the account will be insured up to applicable limits by the Federal Deposit Insurance
Corporation through the Bank Insurance Fund or the Savings Association Insurance Fund or will be invested in Permitted Investments as
defined in the Agreement.
[ ]
(name of Depository)
By:____________________
Name:__________________
Title:_________________
EXHIBIT D
REQUEST FOR RELEASE OF DOCUMENTS
To: Wells Fargo Bank, National Association
1015 10th Avenue S.E.
Mpls., MN55414
Attn: ________________
Re: Custodial Agreement dated as of November 30, 1999, between EMC Mortgage Corporation and Wells Fargo Bank, National
Association, as Custodian
In connection with the administration of the Mortgage Loans held by you as Custodian for the Owner pursuant to the
above-captioned Custody Agreement, we request the release, and hereby acknowledge receipt, of the Custodian's Mortgage File for the
Mortgage Loan described below, for the reason indicated.
Mortgage Loan Number:
Mortgagor Name, Address & Zip Code:
Reason for Requesting Documents (check one):
_______ 1. Mortgage Paid in Full
_______ 2. Foreclosure
_______ 3. Substitution
_______ 4. Other Liquidation (Repurchases, etc.)
_______ 5. Nonliquidation [Reason:_______________________________]
Address to which Custodian should
Deliver the Custodian's Mortgage File: __________________________________________
__________________________________________
__________________________________________
By:_______________________________________
(authorized signer)
Issuer:_____________________________________
Address:___________________________________
___________________________________
Date:______________________________________
Custodian
Wells Fargo Bank, National Association
Please acknowledge the execution of the above request by your signature and date below:
____________________________________ _________________
Signature Date
Documents returned to Custodian:
____________________________________ _________________
Custodian Date
EXHIBIT E
REPORTING DATA FOR MONTHLY REPORT
Standard File Layout – Master Servicing
___________________________________________________________________________________________________________________________________
Column Name Description Decimal Format Comment Max
Size
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SER_INVESTOR_NBR A value assigned by the Servicer to define a Text up to 10 digits 20
group of loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
LOAN_NBR A unique identifier assigned to each loan by Text up to 10 digits 10
the investor.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERVICER_LOAN_NBR A unique number assigned to a loan by the Text up to 10 digits 10
Servicer. This may be different than the
LOAN_NBR.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
BORROWER_NAME The borrower name as received in the file. Maximum length of 30 (Last, 30
It is not separated by first and last name. First)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_PAY_AMT Scheduled monthly principal and scheduled 2 No commas(,) or dollar signs 11
interest payment that a borrower is expected ($)
to pay, P&I constant.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NOTE_INT_RATE The loan interest rate as reported by the 4 Max length of 6 6
Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NET_INT_RATE The loan gross interest rate less the service 4 Max length of 6 6
fee rate as reported by the Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_FEE_RATE The servicer's fee rate for a loan as 4 Max length of 6 6
reported by the Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_FEE_AMT The servicer's fee amount for a loan as 2 No commas(,) or dollar signs 11
reported by the Servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NEW_PAY_AMT The new loan payment amount as reported by 2 No commas(,) or dollar signs 11
the Servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NEW_LOAN_RATE The new loan rate as reported by the Servicer. 4 Max length of 6 6
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ARM_INDEX_RATE The index the Servicer is using to calculate 4 Max length of 6 6
a forecasted rate.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ACTL_BEG_PRIN_BAL The borrower's actual principal balance at 2 No commas(,) or dollar signs 11
the beginning of the processing cycle. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ACTL_END_PRIN_BAL The borrower's actual principal balance at 2 No commas(,) or dollar signs 11
the end of the processing cycle. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
BORR_NEXT_PAY_DUE_DATE The date at the end of processing cycle that MM/DD/YYYY 10
the borrower's next payment is due to the
Servicer, as reported by Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_AMT_1 The first curtailment amount to be applied. 2 No commas(,) or dollar signs 11
($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_DATE_1 The curtailment date associated with the MM/DD/YYYY 10
first curtailment amount.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
CURT_ADJ_ AMT_1 The curtailment interest on the first 2 No commas(,) or dollar signs 11
curtailment amount, if applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_AMT_2 The second curtailment amount to be applied. 2 No commas(,) or dollar signs 11
($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_DATE_2 The curtailment date associated with the MM/DD/YYYY 10
second curtailment amount.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
CURT_ADJ_ AMT_2 The curtailment interest on the second 2 No commas(,) or dollar signs 11
curtailment amount, if applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_AMT_3 The third curtailment amount to be applied. 2 No commas(,) or dollar signs 11
($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_DATE_3 The curtailment date associated with the MM/DD/YYYY 10
third curtailment amount.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
CURT_ADJ_AMT_3 The curtailment interest on the third 2 No commas(,) or dollar signs 11
curtailment amount, if applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
PIF_AMT The loan "paid in full" amount as reported by 2 No commas(,) or dollar signs 11
the Servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
PIF_DATE The paid in full date as reported by the MM/DD/YYYY 10
Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
Action Code Key: 15=Bankruptcy,
ACTION_CODE The standard FNMA numeric code used to 30=Foreclosure,, 60=PIF,
indicate the default/delinquent status of a 63 Substitution,
particular loan. 65=Repurchase, 70=REO
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
INT_ADJ_AMT The amount of the interest adjustment as 2 No commas(,) or dollar signs 11
reported by the Servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SOLDIER_SAILOR_ADJ_AMT The Soldier and Sailor Adjustment amount, if 2 No commas(,) or dollar signs 11
applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NON_ADV_LOAN_AMT The Non Recoverable Loan Amount, if 2 No commas(,) or dollar signs 11
applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
LOAN_LOSS_AMT The amount the Servicer is passing as a loss, 2 No commas(,) or dollar signs 11
if applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_BEG_PRIN_BAL The scheduled outstanding principal amount 2 No commas(,) or dollar signs 11
due at the beginning of the cycle date to be ($)
passed through to investors.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_END_PRIN_BAL The scheduled principal balance due to 2 No commas(,) or dollar signs 11
investors at the end of a processing cycle. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_PRIN_AMT The scheduled principal amount as reported by 2 No commas(,) or dollar signs 11
the Servicer for the current cycle -- only ($)
applicable for Scheduled/Scheduled Loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_NET_INT The scheduled gross interest amount less the 2 No commas(,) or dollar signs 11
service fee amount for the current cycle as
reported by the Servicer -- only applicable
for Scheduled/Scheduled Loans. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ACTL_PRIN_AMT The actual principal amount collected by the 2 No commas(,) or dollar signs 11
Servicer for the current reporting cycle -- ($)
only applicable for Actual/Actual Loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
The actual gross interest amount less the
service fee amount for the current reporting No commas(,) or dollar signs
ACTL_NET_INT cycle as reported by the Servicer -- only 2 ($) 11
applicable for Actual/Actual Loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
PREPAY_PENALTY_ AMT The penalty amount received when a borrower 2 No commas(,) or dollar signs 11
prepays on his loan as reported by the ($)
Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
PREPAY_PENALTY_ WAIVED The prepayment penalty amount for the loan 2 No commas(,) or dollar signs 11
waived by the servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
MOD_DATE The Effective Payment Date of the MM/DD/YYYY 10
Modification for the loan.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
MOD_TYPE The Modification Type. Varchar - value can be alpha 30
or numeric
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
DELINQ_P&I_ADVANCE_AMT The current outstanding principal and 2 No commas(,) or dollar signs 11
interest advances made by Servicer. ($)
___________________________________________________________________________________________________________________________________
EXHIBIT F
REPORTING DATA FOR DEFAULTED LOANS
Standard File Layout – Delinquency Reporting
(a) Column/Header Name (b) Description (c) Decimal (d) Format Comment
(e) SERVICER_LOAN_NBR (f) A unique number (g) (h)
assigned to a loan by
the Servicer. This
may be different than
the LOAN_NBR
(i) LOAN_NBR (j) A unique identifier (k) (l)
assigned to each loan
by the originator.
(m) CLIENT_NBR (n) Servicer Client Number (o) (p)
(q) SERV_INVESTOR_NBR (r) Contains a unique (s) (t)
number as assigned by
an external servicer
to identify a group
of loans in their
system.
(u) BORROWER_FIRST_NAME (v) First Name of the (w) (x)
Borrower.
(y) BORROWER_LAST_NAME (z) Last name of the (aa) (bb)
borrower.
(cc) PROP_ADDRESS (dd) Street Name and (ee) (ff)
Number of Property
(gg) PROP_STATE (hh) The state where the (ii) (jj)
property located.
(kk) PROP_ZIP (ll) Zip code where the (mm) (nn)
property is located.
(oo) BORR_NEXT_PAY_DUE_DATE (pp) The date that the (qq) (rr) MM/DD/YYYY
borrower's next
payment is due to the
servicer at the end
of processing cycle,
as reported by
Servicer.
(ss) LOAN_TYPE (tt) Loan Type (i.e. FHA, (uu) (vv)
VA, Conv)
(ww) BANKRUPTCY_FILED_DATE (xx) The date a particular (yy) (zz) MM/DD/YYYY
bankruptcy claim was
filed.
(aaa) BANKRUPTCY_CHAPTER_CODE (bbb) The chapter under (ccc) (ddd)
which the bankruptcy
was filed.
(eee) BANKRUPTCY_CASE_NBR (fff) The case number (ggg) (hhh)
assigned by the court
to the bankruptcy
filing.
(iii) POST_PETITION_DUE_DATE (jjj) The payment due date (kkk) (lll) MM/DD/YYYY
once the bankruptcy
has been approved by
the courts
(mmm)BANKRUPTCY_DCHRG_DISM_DATE (nnn) The Date The Loan Is (ooo) (ppp) MM/DD/YYYY
Removed From
Bankruptcy. Either by
Dismissal, Discharged
and/or a Motion For
Relief Was Granted.
(qqq) LOSS_MIT_APPR_DATE (rrr) The Date The Loss (sss) (ttt) MM/DD/YYYY
Mitigation Was
Approved By The
Servicer
(uuu) LOSS_MIT_TYPE (vvv) The Type Of Loss (www) (xxx)
Mitigation Approved
For A Loan Such As;
(yyy) LOSS_MIT_EST_COMP_DATE (zzz) The Date The Loss (aaaa) (bbbb) MM/DD/YYYY
Mitigation /Plan Is
Scheduled To End/Close
(cccc) LOSS_MIT_ACT_COMP_DATE (dddd) The Date The Loss (eeee) (ffff) MM/DD/YYYY
Mitigation Is
Actually Completed
(gggg) FRCLSR_APPROVED_DATE (hhhh) The date DA Admin (iiii) (jjjj) MM/DD/YYYY
sends a letter to the
servicer with
instructions to begin
foreclosure
proceedings.
(kkkk) ATTORNEY_REFERRAL_DATE (llll) Date File Was (mmmm) (nnnn) MM/DD/YYYY
Referred To Attorney
to Pursue Foreclosure
(oooo) FIRST_LEGAL_DATE (pppp) Notice of 1st legal (qqqq) (rrrr) MM/DD/YYYY
filed by an Attorney
in a Foreclosure
Action
(ssss) FRCLSR_SALE_EXPECTED_DATE (tttt) The date by which a (uuuu) (vvvv) MM/DD/YYYY
foreclosure sale is
expected to occur.
(wwww) FRCLSR_SALE_DATE (xxxx) The actual date of (yyyy) (zzzz) MM/DD/YYYY
the foreclosure sale.
(aaaaa) FRCLSR_SALE_AMT (bbbbb) The amount (ccccc) (ddddd) No
a property sold for 2 commas(,) or dollar signs
at the foreclosure ($)
sale.
(eeeee) EVICTION_START_DATE (fffff) The date (ggggg) (hhhhh) MM/DD/YYYY
the servicer
initiates eviction of
the borrower.
(iiiii) EVICTION_COMPLETED_DATE (jjjjj) The date (kkkkk) (lllll) MM/DD/YYYY
the court revokes
legal possession of
the property from the
borrower.
(mmmmm) LIST_PRICE (nnnnn) The price (ooooo) (ppppp) No
at which an REO 2 commas(,) or dollar signs
property is marketed. ($)
(qqqqq) LIST_DATE (rrrrr) The date an (sssss) (ttttt) MM/DD/YYYY
REO property is
listed at a
particular price.
(uuuuu) OFFER_AMT (vvvvv) The dollar (wwwww) (xxxxx) No
value of an offer for 2 commas(,) or dollar signs
an REO property. ($)
(yyyyy) OFFER_DATE_TIME (zzzzz) The date an (aaaaaa) (bbbbbb) MM/DD/YYYY
offer is received by
DA Admin or by the
Servicer.
(cccccc) REO_CLOSING_DATE (dddddd) The date (eeeeee) (ffffff) MM/DD/YYYY
the REO sale of the
property is scheduled
to close.
(gggggg) REO_ACTUAL_CLOSING_DATE (hhhhhh) Actual Date (iiiiii) (jjjjjj) MM/DD/YYYY
Of REO Sale
(kkkkkk) OCCUPANT_CODE (llllll) (mmmmmm) (nnnnnn)
Classification of how
the property is
occupied.
(oooooo) PROP_CONDITION_CODE (pppppp) A code that (qqqqqq) (rrrrrr)
indicates the
condition of the
property.
(ssssss) PROP_INSPECTION_DATE (tttttt) The date a (uuuuuu) (vvvvvv) MM/DD/YYYY
property inspection
is performed.
(wwwwww) APPRAISAL_DATE (xxxxxx) The date (yyyyyy) (zzzzzz) MM/DD/YYYY
the appraisal was
done.
(aaaaaaa) CURR_PROP_VAL (bbbbbbb) The (ccccccc) (ddddddd)
current "as is" value 2
of the property based
on brokers price
opinion or appraisal.
(eeeeeee) REPAIRED_PROP_VAL (fffffff) The amount (ggggggg) (hhhhhhh)
the property would be 2
worth if repairs are
completed pursuant to
a broker's price
opinion or appraisal.
(iiiiiii) If applicable: (jjjjjjj) (kkkkkkk) (lllllll)
(mmmmmmm) DELINQ_STATUS_CODE (nnnnnnn) FNMA Code (ooooooo) (ppppppp)
Describing Status of
Loan
(qqqqqqq) DELINQ_REASON_CODE (rrrrrrr) The (sssssss) (ttttttt)
circumstances which
caused a borrower to
stop paying on a
loan. Code
indicates the reason
why the loan is in
default for this
cycle.
(uuuuuuu) MI_CLAIM_FILED_DATE (vvvvvvv) Date (wwwwwww) (xxxxxxx) MM/DD/YYYY
Mortgage Insurance
Claim Was Filed With
Mortgage Insurance
Company.
(yyyyyyy) MI_CLAIM_AMT (zzzzzzz) Amount of (aaaaaaaa) (bbbbbbbb) No
Mortgage Insurance commas(,) or dollar signs
Claim Filed ($)
(cccccccc) MI_CLAIM_PAID_DATE (dddddddd) Date (eeeeeeee) (ffffffff) MM/DD/YYYY
Mortgage Insurance
Company Disbursed
Claim Payment
(gggggggg) MI_CLAIM_AMT_PAID (hhhhhhhh) Amount (iiiiiiii) (jjjjjjjj) No
Mortgage Insurance 2 commas(,) or dollar signs
Company Paid On Claim ($)
(kkkkkkkk) (llllllll) Date Claim (mmmmmmmm) (nnnnnnnn) MM/DD/YYYY
POOL_CLAIM_FILED_DATE Was Filed With Pool
Insurance Company
(oooooooo) POOL_CLAIM_AMT (pppppppp) Amount of (qqqqqqqq) (rrrrrrrr) No
Claim Filed With Pool 2 commas(,) or dollar signs
Insurance Company ($)
(ssssssss) (tttttttt) Date Claim (uuuuuuuu) (vvvvvvvv) MM/DD/YYYY
POOL_CLAIM_PAID_DATE Was Settled and The
Check Was Issued By
The Pool Insurer
(wwwwwwww) POOL_CLAIM_AMT_PAID (xxxxxxxx) Amount Paid (yyyyyyyy) (zzzzzzzz) No
On Claim By Pool 2 commas(,) or dollar signs
Insurance Company ($)
(aaaaaaaaa) (bbbbbbbbb) Date FHA (ccccccccc) (ddddddddd) MM/DD/YYYY
FHA_PART_A_CLAIM_FILED_DATE Part A Claim Was
Filed With HUD
(eeeeeeeee) (fffffffff) Amount of (ggggggggg) (hhhhhhhhh) No
FHA_PART_A_CLAIM_AMT FHA Part A Claim Filed 2 commas(,) or dollar signs
($)
(iiiiiiiii) (jjjjjjjjj) Date HUD (kkkkkkkkk) (lllllllll) MM/DD/YYYY
FHA_PART_A_CLAIM_PAID_DATE Disbursed Part A
Claim Payment
(mmmmmmmmm) (nnnnnnnnn) Amount HUD (ooooooooo) (ppppppppp) No
FHA_PART_A_CLAIM_PAID_AMT Paid on Part A Claim 2 commas(,) or dollar signs
($)
(qqqqqqqqq) (rrrrrrrrr) Date FHA (sssssssss) (ttttttttt) MM/DD/YYYY
FHA_PART_B_CLAIM_FILED_DATE Part B Claim Was
Filed With HUD
(uuuuuuuuu) (vvvvvvvvv) Amount of (wwwwwwwww) (xxxxxxxxx) No
FHA_PART_B_CLAIM_AMT FHA Part B Claim Filed 2 commas(,) or dollar signs
($)
(yyyyyyyyy) (zzzzzzzzz) Date HUD (aaaaaaaaaa) (bbbbbbbbbb) MM/DD/YYYY
FHA_PART_B_CLAIM_PAID_DATE Disbursed Part B
Claim Payment
(cccccccccc) (dddddddddd) Amount HUD (eeeeeeeeee) (ffffffffff) No
FHA_PART_B_CLAIM_PAID_AMT Paid on Part B Claim 2 commas(,) or dollar signs
($)
(gggggggggg) VA_CLAIM_FILED_DATE (hhhhhhhhhh) Date VA (iiiiiiiiii) (jjjjjjjjjj) MM/DD/YYYY
Claim Was Filed With
the Veterans Admin
(kkkkkkkkkk) VA_CLAIM_PAID_DATE (llllllllll) Date (mmmmmmmmmm) (nnnnnnnnnn) MM/DD/YYYY
Veterans Admin.
Disbursed VA Claim
Payment
(oooooooooo) VA_CLAIM_PAID_AMT (pppppppppp) Amount (qqqqqqqqqq) (rrrrrrrrrr) No
Veterans Admin. Paid 2 commas(,) or dollar signs
on VA Claim ($)
Exhibit 2: Standard File Codes – Delinquency Reporting
The Loss Mit Type field should show the approved Loss Mitigation Code as follows:
o ASUM- Approved Assumption
o BAP- Borrower Assistance Program
o CO- Charge Off
o DIL- Deed-in-Lieu
o FFA- Formal Forbearance Agreement
o MOD- Loan Modification
o PRE- Pre-Sale
o SS- Short Sale
o MISC- Anything else approved by the PMI or Pool Insurer
NOTE: Wells Fargo Bank will accept alternative Loss Mitigation Types to those above, provided that they are consistent with industry
standards. If Loss Mitigation Types other than those above are used, the Servicer must supply Wells Fargo Bank with a description of
each of the Loss Mitigation Types prior to sending the file.
The Occupant Code field should show the current status of the property code as follows:
o Mortgagor
o Tenant
o Unknown
o Vacant
The Property Condition field should show the last reported condition of the property as follows:
o Damaged
o Excellent
o Fair
o Gone
o Good
o Poor
o Special Hazard
o Unknown
Exhibit 2: Standard File Codes – Delinquency Reporting, Continued
The FNMA Delinquent Reason Code field should show the Reason for Delinquency as follows:
------------------------ ---------------------------------------------------------
Delinquency Code Delinquency Description
------------------------ ---------------------------------------------------------
001 FNMA-Death of principal mortgagor
------------------------ ---------------------------------------------------------
002 FNMA-Illness of principal mortgagor
------------------------ ---------------------------------------------------------
003 FNMA-Illness of mortgagor's family member
------------------------ ---------------------------------------------------------
004 FNMA-Death of mortgagor's family member
------------------------ ---------------------------------------------------------
005 FNMA-Marital difficulties
------------------------ ---------------------------------------------------------
006 FNMA-Curtailment of income
------------------------ ---------------------------------------------------------
007 FNMA-Excessive Obligation
------------------------ ---------------------------------------------------------
008 FNMA-Abandonment of property
------------------------ ---------------------------------------------------------
009 FNMA-Distant employee transfer
------------------------ ---------------------------------------------------------
011 FNMA-Property problem
------------------------ ---------------------------------------------------------
012 FNMA-Inability to sell property
------------------------ ---------------------------------------------------------
013 FNMA-Inability to rent property
------------------------ ---------------------------------------------------------
014 FNMA-Military Service
------------------------ ---------------------------------------------------------
015 FNMA-Other
------------------------ ---------------------------------------------------------
016 FNMA-Unemployment
------------------------ ---------------------------------------------------------
017 FNMA-Business failure
------------------------ ---------------------------------------------------------
019 FNMA-Casualty loss
------------------------ ---------------------------------------------------------
022 FNMA-Energy environment costs
------------------------ ---------------------------------------------------------
023 FNMA-Servicing problems
------------------------ ---------------------------------------------------------
026 FNMA-Payment adjustment
------------------------ ---------------------------------------------------------
027 FNMA-Payment dispute
------------------------ ---------------------------------------------------------
029 FNMA-Transfer of ownership pending
------------------------ ---------------------------------------------------------
030 FNMA-Fraud
------------------------ ---------------------------------------------------------
031 FNMA-Unable to contact borrower
------------------------ ---------------------------------------------------------
INC FNMA-Incarceration
------------------------ ---------------------------------------------------------
Exhibit 2: Standard File Codes – Delinquency Reporting, Continued
The FNMA Delinquent Status Code field should show the Status of Default as follows:
------------------------ -------------------------------------------------------
Status Code Status Description
------------------------ -------------------------------------------------------
09 Forbearance
------------------------ -------------------------------------------------------
17 Pre-foreclosure Sale Closing Plan Accepted
------------------------ -------------------------------------------------------
24 Government Seizure
------------------------ -------------------------------------------------------
26 Refinance
------------------------ -------------------------------------------------------
27 Assumption
------------------------ -------------------------------------------------------
28 Modification
------------------------ -------------------------------------------------------
29 Charge-Off
------------------------ -------------------------------------------------------
30 Third Party Sale
------------------------ -------------------------------------------------------
31 Probate
------------------------ -------------------------------------------------------
32 Military Indulgence
------------------------ -------------------------------------------------------
43 Foreclosure Started
------------------------ -------------------------------------------------------
44 Deed-in-Lieu Started
------------------------ -------------------------------------------------------
49 Assignment Completed
------------------------ -------------------------------------------------------
61 Second Lien Considerations
------------------------ -------------------------------------------------------
62 Veteran's Affairs-No Bid
------------------------ -------------------------------------------------------
63 Veteran's Affairs-Refund
------------------------ -------------------------------------------------------
64 Veteran's Affairs-Buydown
------------------------ -------------------------------------------------------
65 Chapter 7 Bankruptcy
------------------------ -------------------------------------------------------
66 Chapter 11 Bankruptcy
------------------------ -------------------------------------------------------
67 Chapter 13 Bankruptcy
------------------------ -------------------------------------------------------
EXHIBIT G
FORM OF SERVICER CERTIFICATION
Re: The [ ] agreement dated as of [ l, 200[ ] (the "Agreement"), among [IDENTIFY PARTIES]
I, ____________________________, the _______________________ of [NAME OF COMPANY] (the "Company"), certify to [the
Purchaser], [the Depositor], and the [Master Servicer] [Securities Administrator] [Trustee], and their officers, with the knowledge
and intent that they will rely upon this certification, that:
I have reviewed the servicer compliance statement of the Company provided in accordance with Item 1123 of Regulation AB (the
"Compliance Statement"), the report on assessment of the Company's compliance with the servicing criteria set forth in Item 1122(d)
of Regulation AB (the "Servicing Criteria"), provided in accordance with Rules 13a-18 and 15d-18 under Securities Exchange Act of
1934, as amended (the "Exchange Act") and Item 1122 of Regulation AB (the "Servicing Assessment"), the registered public accounting
firm's attestation report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act and Section 1122(b) of
Regulation AB (the "Attestation Report"), and all servicing reports, Officer's Certificates and other information relating to the
servicing of the Mortgage Loans by the Company during 200[ ] that were delivered by the Company to the [Depositor] [Master Servicer]
[Securities Administrator] [Trustee] pursuant to the Agreement (collectively, the "Company Servicing Information");
Based on my knowledge, the Company Servicing Information, taken as a whole, does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements made, in the light of the circumstances under which
such statements were made, not misleading with respect to the period of time covered by the Company Servicing Information;
Based on my knowledge, all of the Company Servicing Information required to be provided by the Company under the Agreement
has been provided to the [Depositor] [Master Servicer] [Securities Administrator] [Trustee];
I am responsible for reviewing the activities performed by the Company as servicer under the Agreement, and based on my
knowledge and the compliance review conducted in preparing the Compliance Statement and except as disclosed in the Compliance
Statement, the Servicing Assessment or the Attestation Report, the Company has fulfilled its obligations under the Agreement in all
material respects; and
The Compliance Statement required to be delivered by the Company pursuant to this Agreement, and the Servicing Assessment
and Attestation Report required to be provided by the Company and by any Subservicer and Subcontractor pursuant to the Agreement,
have been provided to the [Depositor] [Master Servicer]. Any material instances of noncompliance described in such reports have been
disclosed to the [Depositor] [Master Servicer]. Any material instance of noncompliance with the Servicing Criteria has been disclosed
in such reports.
EXHIBIT H
SUMMARY OF REGULATION AB
SERVICING CRITERIA
NOTE: This Exhibit H is provided for convenience of reference only. In the event of a conflict or inconsistency between the
terms of this Exhibit H and the text of Regulation AB, the text of Regulation AB, its adopting release and other public statements of
the SEC shall control.
Item 1122(d)
(b) General servicing considerations.
(1) Policies and procedures are instituted to monitor any performance or other triggers and events of default
in accordance with the transaction agreements.
(2) If any material servicing activities are outsourced to third parties, policies and procedures are
instituted to monitor the third party's performance and compliance with such servicing activities.
(3) Any requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are
maintained.
(4) A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing
function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the
transaction agreements.
(c) Cash collection and administration.
(1) Payments on mortgage loans are deposited into the appropriate custodial bank accounts and related bank
clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction
agreements.
(2) Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized
personnel.
(3) Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or
other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.
(4) The related accounts for the transaction, such as cash reserve accounts or accounts established as a form
of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction
agreements.
(5) Each custodial account is maintained at a federally insured depository institution as set forth in the
transaction agreements. For purposes of this criterion, "federally insured depository institution" with respect to a foreign
financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities
Exchange Act.
(6) Unissued checks are safeguarded so as to prevent unauthorized access.
(7) Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts,
including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared
within 45 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements;
(C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for
reconciling items.
(d) Investor remittances and reporting.
(1) Reports to investors, including those to be filed with the Commission, are maintained in accordance with
the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with
timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms
specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree
with investors' or the trustee's records as to the total unpaid principal balance and number of mortgage loans serviced by the
Servicer.
(2) Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority
and other terms set forth in the transaction agreements.
(3) Disbursements made to an investor are posted within two business days to the Servicer's investor records,
or such other number of days specified in the transaction agreements.
(4) Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of
payment, or custodial bank statements.
(e) Mortgage Loan administration.
(1) Collateral or security on mortgage loans is maintained as required by the transaction agreements or related
mortgage loan documents.
(2) Mortgage loan and related documents are safeguarded as required by the transaction agreements.
(3) Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance
with any conditions or requirements in the transaction agreements.
(4) Payments on mortgage loans, including any payoffs, made in accordance with the related mortgage loan
documents are posted to the Servicer's obligor records maintained no more than two business days after receipt, or such other number
of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance
with the related mortgage loan documents.
(5) The Servicer's records regarding the mortgage loans agree with the Servicer's records with respect to an
obligor's unpaid principal balance.
(6) Changes with respect to the terms or status of an obligor's mortgage loans (e.g., loan modifications or
re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related mortgage
loan documents.
(7) Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of
foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes
or other requirements established by the transaction agreements.
(8) Records documenting collection efforts are maintained during the period a mortgage loan is delinquent in
accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified
in the transaction agreements, and describe the entity's activities in monitoring delinquent mortgage loans including, for example,
phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).
(9) Adjustments to interest rates or rates of return for mortgage loans with variable rates are computed based
on the related mortgage loan documents.
(10) Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed,
in accordance with the obligor's mortgage loan documents, on at least an annual basis, or such other period specified in the
transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan
documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related
mortgage loans, or such other number of days specified in the transaction agreements.
(11) Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related
penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been
received by the Servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction
agreements.
(12) Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from
the Servicer's funds and not charged to the obligor, unless the late payment was due to the obligor's error or omission.
(13) Disbursements made on behalf of an obligor are posted within two business days to the obligor's records
maintained by the Servicer, or such other number of days specified in the transaction agreements.
(14) Delinquencies, charge-offs and uncollectable accounts are recognized and recorded in accordance with the
transaction agreements.
(15) Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of
Regulation AB, is maintained as set forth in the transaction agreements.
EXHIBIT I
SUMMARY OF APPLICABLE REGULATION AB REQUIREMENTS
NOTE: This Exhibit I is provided for convenience of reference only. In the event of a conflict or inconsistency between the
terms of this Exhibit I and the text of Regulation AB, the text of Regulation AB, its adopting release and other public statements of
the SEC shall control.
Item 1108(b) and (c)
Provide the following information with respect to each servicer that will service, including interim service, 20% or more of
the mortgage loans in any loan group in the securitization issued in the Pass-Through Transfer:
-a description of the Owner's form of organization;
-a description of how long the Servicer has been servicing residential mortgage loans; a general discussion of the
Servicer's experience in servicing assets of any type as well as a more detailed discussion of the Servicer's experience in, and
procedures for the servicing function it will perform under this Agreement and any Reconstitution Agreements; information regarding
the size, composition and growth of the Servicer's portfolio of mortgage loans of the type similar to the Mortgage Loans and
information on factors related to the Servicer that may be material to any analysis of the servicing of the Mortgage Loans or the
related asset-backed securities, as applicable, including whether any default or servicing related performance trigger has occurred
as to any other securitization due to any act or failure to act of the Servicer, whether any material noncompliance with applicable
servicing criteria as to any other securitization has been disclosed or reported by the Servicer, and the extent of outsourcing the
Servicer uses;
-a description of any material changes to the Servicer's policies or procedures in the servicing function it will perform
under this Agreement and any Reconstitution Agreements for mortgage loans of the type similar to the Mortgage Loans during the past
three years;
-information regarding the Servicer's financial condition to the extent that there is a material risk that the effect on one
or more aspects of servicing resulting from such financial condition could have a material impact on the performance of the
securities issued in the Pass-Through Transfer, or on servicing of mortgage loans of the same asset type as the Mortgage Loans;
-any special or unique factors involved in servicing loans of the same type as the Mortgage Loans, and the Servicer's
processes and procedures designed to address such factors;
-statistical information regarding principal and interest advances made by the Servicer on the Mortgage Loans and the
Servicer's overall servicing portfolio for the past three years; and
-the Owner's process for handling delinquencies, losses, bankruptcies and recoveries, such as through liquidation of REO
Properties, foreclosure, sale of the Mortgage Loans or workouts.
Item 1117
-describe any legal proceedings pending against the Servicer or against any of its property, including any proceedings known
to be contemplated by governmental authorities, that may be material to the holders of the securities issued in the Pass-Through
Transfer.
Item 1119(a)
-describe any affiliations of the Servicer, each other originator of the Mortgage Loans and each Subservicer with the
sponsor, depositor, issuing entity, trustee, any originator, any other servicer, any significant obligor, enhancement or support
provider or any other material parties related to the Pass-Through Transfer.
Item 1119(b)
-describe any business relationship, agreement, arrangement, transaction or understanding entered into outside of the
ordinary course of business or on terms other than those obtained in an arm's length transaction with an unrelated third party, apart
from the Pass-Through Transfer, between the Servicer, each other originator of the Mortgage Loans and each Subservicer, or their
respective affiliates, and the sponsor, depositor or issuing entity or their respective affiliates, that exists currently or has
existed during the past two years, that may be material to the understanding of an investor in the securities issued in the
Pass-Through Transfer.
Item 1119(c)
-describe any business relationship, agreement, arrangement, transaction or understanding involving or relating to the
Mortgage Loans or the Pass-Through Transfer, including the material terms and approximate dollar amount involved, between the
Servicer, each other originator of the Mortgage Loans and each Subservicer, or their respective affiliates and the sponsor, depositor
or issuing entity or their respective affiliates, that exists currently or has existed during the past two years.
EXHIBIT J
SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
SERVICING CRITERIA TO BE ADDRESSED
IN ASSESSMENT OF COMPLIANCE
(RMBS unless otherwise noted)
Key:
X - obligation
Where there are multiple checks for criteria the attesting party will identify in their management assertion that they are
attesting only to the portion of the distribution chain they are responsible for in the related transaction agreements.
____________________________________________________________________________________________________________________________________
RegAB Reference Servicing Criteria Servicers
General Servicing Considerations
--------------------- --------------------------------------------------------------------------------------------- -----------------
1122(d)(1)(i) Policies and procedures are instituted to monitor any performance or other triggers and X
events of default in accordance with the transaction agreements.
--------------------- --------------------------------------------------------------------------------------------- -----------------
1122(d)(1)(ii) If any material servicing activities are outsourced to third parties, policies and X
procedures are instituted to monitor the third party's performance and compliance with such
servicing activities.
--------------------- --------------------------------------------------------------------------------------------- -----------------
Any requirements in the transaction agreements to maintain a back-up servicer for the Pool
1122(d)(1)(iii) Assets are maintained.
--------------------- --------------------------------------------------------------------------------------------- -----------------
1122(d)(1)(iv) A fidelity bond and errors and omissions policy is in effect on the party participating in X
the servicing function throughout the reporting period in the amount of coverage required
by and otherwise in accordance with the terms of the transaction agreements.
--------------------- --------------------------------------------------------------------------------------------- -----------------
Cash Collection and Administration
--------------------- --------------------------------------------------------------------------------------------- -----------------
1122(d)(2)(i) Payments on pool assets are deposited into the appropriate custodial bank accounts and X
related bank clearing accounts no more than two business days following receipt, or such
other number of days specified in the transaction agreements.
--------------------- --------------------------------------------------------------------------------------------- -----------------
Disbursements made via wire transfer on behalf of an obligor or to an investor are made X
1122(d)(2)(ii) only by authorized personnel.
--------------------- --------------------------------------------------------------------------------------------- -----------------
Advances of funds or guarantees regarding collections, cash flows or distributions, and any X
interest or other fees charged for such advances, are made, reviewed and approved as
1122(d)(2)(iii) specified in the transaction agreements.
--------------------- --------------------------------------------------------------------------------------------- -----------------
The related accounts for the transaction, such as cash reserve accounts or accounts X
established as a form of over collateralization, are separately maintained (e.g., with
1122(d)(2)(iv) respect to commingling of cash) as set forth in the transaction agreements.
--------------------- --------------------------------------------------------------------------------------------- -----------------
Each custodial account is maintained at a federally insured depository institution as set X
forth in the transaction agreements. For purposes of this criterion, "federally insured
depository institution" with respect to a foreign financial institution means a foreign
financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities
1122(d)(2)(v) Exchange Act.
--------------------- --------------------------------------------------------------------------------------------- -----------------
1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent unauthorized access. X
--------------------- --------------------------------------------------------------------------------------------- -----------------
1122(d)(2)(vii) Reconciliations are prepared on a monthly basis for all asset-backed securities related X
bank accounts, including custodial accounts and related bank clearing accounts. These
reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after
the bank statement cutoff date, or such other number of days specified in the transaction
agreements; (C) reviewed and approved by someone other than the person who prepared the
reconciliation; and (D) contain explanations for reconciling items. These reconciling items
are resolved within 90 calendar days of their original identification, or such other number
of days specified in the transaction agreements.
--------------------- --------------------------------------------------------------------------------------------- -----------------
Investor Remittances and Reporting
--------------------- --------------------------------------------------------------------------------------------- -----------------
1122(d)(3)(i) Reports to investors, including those to be filed with the Commission, are maintained in X
accordance with the transaction agreements and applicable Commission requirements.
Specifically, such reports (A) are prepared in accordance with timeframes and other terms
set forth in the transaction agreements; (B) provide information calculated in accordance
with the terms specified in the transaction agreements; (C) are filed with the Commission
as required by its rules and regulations; and (D) agree with investors' or the trustee's
records as to the total unpaid principal balance and number of Pool Assets serviced by the
Servicer.
--------------------- --------------------------------------------------------------------------------------------- -----------------
Amounts due to investors are allocated and remitted in accordance with timeframes, X
1122(d)(3)(ii) distribution priority and other terms set forth in the transaction agreements.
--------------------- --------------------------------------------------------------------------------------------- -----------------
Disbursements made to an investor are posted within two business days to the Servicer's X
1122(d)(3)(iii) investor records, or such other number of days specified in the transaction agreements.
--------------------- --------------------------------------------------------------------------------------------- -----------------
Amounts remitted to investors per the investor reports agree with cancelled checks, or X
1122(d)(3)(iv) other form of payment, or custodial bank statements.
--------------------- --------------------------------------------------------------------------------------------- -----------------
Pool Asset Administration
--------------------- --------------------------------------------------------------------------------------------- -----------------
1122(d)(4)(i) Collateral or security on pool assets is maintained as required by the transaction X
agreements or related pool asset documents.
--------------------- --------------------------------------------------------------------------------------------- -----------------
1122(d)(4)(ii) Pool assets and related documents are safeguarded as required by the transaction agreements X
--------------------- --------------------------------------------------------------------------------------------- -----------------
1122(d)(4)(iii) Any additions, removals or substitutions to the asset pool are made, reviewed and approved X
in accordance with any conditions or requirements in the transaction agreements.
--------------------- --------------------------------------------------------------------------------------------- -----------------
1122(d)(4)(iv) Payments on pool assets, including any payoffs, made in accordance with the related pool X
asset documents are posted to the Servicer's obligor records maintained no more than two
business days after receipt, or such other number of days specified in the transaction
agreements, and allocated to principal, interest or other items (e.g., escrow) in
accordance with the related pool asset documents.
--------------------- --------------------------------------------------------------------------------------------- -----------------
The Servicer's records regarding the pool assets agree with the Servicer's records with X
1122(d)(4)(v) respect to an obligor's unpaid principal balance.
--------------------- --------------------------------------------------------------------------------------------- -----------------
Changes with respect to the terms or status of an obligor's pool assets (e.g., loan X
modifications or re-agings) are made, reviewed and approved by authorized personnel in
1122(d)(4)(vi) accordance with the transaction agreements and related pool asset documents.
--------------------- --------------------------------------------------------------------------------------------- -----------------
Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in X
lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated,
conducted and concluded in accordance with the timeframes or other requirements established
1122(d)(4)(vii) by the transaction agreements.
--------------------- --------------------------------------------------------------------------------------------- -----------------
1122(d)(4)(viii) Records documenting collection efforts are maintained during the period a pool asset is X
delinquent in accordance with the transaction agreements. Such records are maintained on at
least a monthly basis, or such other period specified in the transaction agreements, and
describe the entity's activities in monitoring delinquent pool assets including, for
example, phone calls, letters and payment rescheduling plans in cases where delinquency is
deemed temporary (e.g., illness or unemployment).
--------------------- --------------------------------------------------------------------------------------------- -----------------
1122(d)(4)(ix) Adjustments to interest rates or rates of return for pool assets with variable rates are X
computed based on the related pool asset documents.
--------------------- --------------------------------------------------------------------------------------------- -----------------
1122(d)(4)(x) Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds X
are analyzed, in accordance with the obligor's pool asset documents, on at least an annual
basis, or such other period specified in the transaction agreements; (B) interest on such
funds is paid, or credited, to obligors in accordance with applicable pool asset documents
and state laws; and (C) such funds are returned to the obligor within 30 calendar days of
full repayment of the related pool assets, or such other number of days specified in the
transaction agreements.
--------------------- --------------------------------------------------------------------------------------------- -----------------
Payments made on behalf of an obligor (such as tax or insurance payments) are made on or X
before the related penalty or expiration dates, as indicated on the appropriate bills or
notices for such payments, provided that such support has been received by the servicer at
least 30 calendar days prior to these dates, or such other number of days specified in the
1122(d)(4)(xi) transaction agreements.
--------------------- --------------------------------------------------------------------------------------------- -----------------
Any late payment penalties in connection with any payment to be made on behalf of an X
obligor are paid from the Servicer's funds and not charged to the obligor, unless the late
1122(d)(4)(xii) payment was due to the obligor's error or omission.
--------------------- --------------------------------------------------------------------------------------------- -----------------
Disbursements made on behalf of an obligor are posted within two business days to the X
obligor's records maintained by the servicer, or such other number of days specified in the
1122(d)(4)(xiii) transaction agreements.
--------------------- --------------------------------------------------------------------------------------------- -----------------
Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in X
1122(d)(4)(xiv) accordance with the transaction agreements.
--------------------- --------------------------------------------------------------------------------------------- -----------------
Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or
1122(d)(4)(xv) Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.
--------------------- --------------------------------------------------------------------------------------------- -----------------
[NAME OF OWNER] [NAME OF SUBSERVICER]
Date: _________________________
By: _________________________
Name:
Title:
EXHIBIT K
REPORTING DATA FOR REALIZED LOSSES AND GAINS
Calculation of Realized Loss/Gain Form 332– Instruction Sheet
NOTE: Do not net or combine items. Show all expenses individually and all credits as separate line items. Claim packages
are due within 90 days of liquidation. Late submissions may result in claims not being passed until the following month.
The Servicer is responsible to remit all funds pending loss approval and /or resolution of any disputed items.
The numbers on the 332 form correspond with the numbers listed below.
Liquidation and Acquisition Expenses:
1. The Actual Unpaid Principal Balance of the Mortgage Loan. For documentation, an Amortization Schedule from date of
default through liquidation breaking out the net interest and servicing fees advanced is required.
2. The Total Interest Due less the aggregate amount of servicing fee that would have been earned if all delinquent
payments had been made as agreed. For documentation, an Amortization Schedule from date of default through
liquidation breaking out the net interest and servicing fees advanced is required.
3. Accrued Servicing Fees based upon the Scheduled Principal Balance of the Mortgage Loan as calculated on a monthly
basis. For documentation, an Amortization Schedule from date of default through liquidation breaking out the net
interest and servicing fees advanced is required.
4-12. Complete as applicable. Required documentation:
* For taxes and insurance advances – see page 2 of 332 form - breakdown required showing period
of coverage, base tax, interest, penalty. Advances prior to default require evidence of servicer
efforts to recover advances.
* For escrow advances - complete payment history
(to calculate advances from last positive escrow balance forward)
* Other expenses - copies of corporate advance history showing all payments
* REO repairs > $1500 require explanation
* REO repairs >$3000 require evidence of at least 2 bids.
* Short Sale or Charge Off require P &L supporting the decision and WFB's approved Officer Certificate
* Unusual or extraordinary items may require further documentation.
13. The total of lines 1 through 12.
Credits:
14-21. Complete as applicable. Required documentation:
* Copy of the HUD 1 from the REO sale. If a 3rd Party Sale, bid instructions and Escrow Agent / Attorney
Letter of Proceeds Breakdown.
* Copy of EOB for any MI or gov't guarantee
* All other credits need to be clearly defined on the 332 form
22. The total of lines 14 through 21.
Please Note: For HUD/VA loans, use line (18a) for Part A/Initial proceeds and line (18b) for Part B/Supplemental
proceeds.
Total Realized Loss (or Amount of Any Gain)
23. The total derived from subtracting line 22 from 13. If the amount represents a realized gain, show the amount in
parenthesis ( ).
Calculation of Realized Loss/Gain Form 332
Prepared by: __________________ Date: _______________
Phone: ______________________ Email Address:_____________________
---------------------------------- -------------------------------------- --------------------------------------------
Servicer Loan No. Servicer Name Servicer Address
---------------------------------- -------------------------------------- --------------------------------------------
WELLS FARGO BANK, N.A. Loan No._____________________________
Borrower's Name: _________________________________________________________
Property Address: _________________________________________________________
Liquidation Type: REO Sale 3rd Party Sale Short Sale Charge Off
Was this loan granted a Bankruptcy deficiency or cramdown Yes No
If "Yes", provide deficiency or cramdown amount _______________________________
Liquidation and Acquisition Expenses:
(1) Actual Unpaid Principal Balance of Mortgage Loan _______________ (1)
(2) Interest accrued at Net Rate ________________(2)
(3) Accrued Servicing Fees ________________(3)
(4) Attorney's Fees ________________(4)
(5) Taxes (see page 2) ________________(5)
(6) Property Maintenance ________________(6)
(7) MI/Hazard Insurance Premiums (see page 2) ________________(7)
(8) Utility Expenses ________________(8)
(9) Appraisal/BPO ________________(9)
(10) Property Inspections ________________(10)
(11) FC Costs/Other Legal Expenses ________________(11)
(12) Other (itemize) ________________(12)
Cash for Keys__________________________ ________________(12)
HOA/Condo Fees_______________________ ________________(12)
______________________________________ ________________(12)
Total Expenses $________________ (13)
Credits:
(14) Escrow Balance $________________ (14)
(15) HIP Refund ________________ (15)
(16) Rental Receipts ________________ (16)
(17) Hazard Loss Proceeds ________________ (17)
(18) Primary Mortgage Insurance / Gov't Insurance ________________ (18a)
HUD Part A
________________ (18b)
HUD Part B ________________ (19)
(19) Pool Insurance Proceeds ________________ (20)
(20) Proceeds from Sale of Acquired Property ________________ (21)
(21) Other (itemize) ________________ (21)
_________________________________________ ________________ (21)
Total Credits $________________ (22)
Total Realized Loss (or Amount of Gain) $________________ (23)
Escrow Disbursement Detail
------------------ --------------- ---------------- ---------------- --------------- ---------------- ----------------
Type Date Paid Period of Total Paid Base Amount Penalties Interest
Coverage
(Tax /Ins.)
------------------ --------------- ---------------- ---------------- --------------- ---------------- ----------------
EXHIBIT H-3
EMC MORTGAGE CORPORATION
Purchaser,
HOMEBANC MORTGAGE CORPORATION
Company,
PURCHASE, WARRANTIES AND SERVICING AGREEMENT
Dated as of January 1, 2004
(Fixed and Adjustable Rate Mortgage Loans)
This is a Purchase, Warranties and Servicing Agreement, dated as of January 1, 2004 and is executed between EMC MORTGAGE
CORPORATION, as Purchaser, with offices located at Mac Arthur Ridge II, 909 Hidden Ridge Drive, Suite 200, Irving, Texas75038 (the
"Purchaser"), and HomeBanc Mortgage Corporation, with its executive offices located at 2002 Summit Boulevard, Suite 100, Atlanta, GA30319 (the "Company").
W I T N E S S E T H :
WHEREAS, the Purchaser has heretofore agreed to purchase from the Company and the Company has heretofore agreed to sell to
the Purchaser, from time to time, certain Mortgage Loans on a servicing retained basis;
WHEREAS, each of the Mortgage Loans is secured by a mortgage, deed of trust or other security instrument creating a first
lien on a residential dwelling located in the jurisdiction indicated on the Mortgage Loan Schedule, which is annexed to the related
Term Sheet; and
WHEREAS, the Purchaser and the Company wish to prescribe the representations and warranties of the Company with respect to
itself and the Mortgage Loans and the management, servicing and control of the Mortgage Loans;
NOW, THEREFORE, in consideration of the mutual agreements hereinafter set forth, and for other good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged, the Purchaser and the Company agree as follows:
ARTICLE I
DEFINITIONSSection 1.01 Defined Terms.
Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the
following meaning specified in this Article:
Accepted Servicing Practices: With respect to any Mortgage Loan, those mortgage servicing practices (including collection
procedures) of prudent mortgage banking institutions which service mortgage loans of the same type as such Mortgage Loan in the
jurisdiction where the related Mortgaged Property is located, and which are in accordance with Fannie Mae servicing practices and
procedures, for MBS pool mortgages, as defined in the Fannie Mae Guides including future updates.
Adjustment Date: As to each adjustable rate Mortgage Loan, the date on which the Mortgage Interest Rate is adjusted in
accordance with the terms of the related Mortgage Note.
Agreement: This Purchase, Warranties and Servicing Agreement including all exhibits hereto, amendments hereof and
supplements hereto.
Appraised Value: With respect to any Mortgaged Property, the value thereof as determined by an appraisal made for the
originator of the Mortgage Loan at the time of origination of the Mortgage Loan by an appraiser who met the requirements of the
Company and Fannie Mae, or as determined by use of an AVM, provided, however, that the use of an AVM shall be permitted only upon the
presentation by the Company to the Purchaser of an approval letter acceptable to the Purchaser from each of the Rating Agencies,
which letters shall state that use of an AVM shall have no adverse effect in any material respect on the interests of any
certificateholder of the related securitization.
Assignment: An individual assignment of the Mortgage, notice of transfer or equivalent instrument, in recordable form,
sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale or
transfer of the Mortgage Loan.
BIF: The Bank Insurance Fund, or any successor thereto.
Business Day: Any day other than: (i) a Saturday or Sunday, or (ii) a legal holiday in the State of New York or Georgia, or
(iii) a day on which banks in the State of New York or Georgia are authorized or obligated by law or executive order to be closed.
Closing Date: With respect to any Mortgage Loan, the date stated on the related Term Sheet.
Code: The Internal Revenue Code of 1986, or any successor statute thereto.
Company: HomeBanc Mortgage Corporation their successors in interest and assigns, as permitted by this Agreement.
Company's Officer's Certificate: A certificate signed by the Chairman of the Board, President, any Vice President or
Treasurer of Company stating the date by which Company expects to receive any missing documents sent for recording from the
applicable recording office.
Condemnation Proceeds: All awards or settlements in respect of a Mortgaged Property, whether permanent or temporary,
partial or entire, by exercise of the power of eminent domain or condemnation, to the extent not required to be released to a
Mortgagor in accordance with the terms of the related Mortgage Loan Documents.
Confirmation: The trade confirmation letter between the Purchaser and the Company which relates to the Mortgage Loans.
Co-op Lease: With respect to a Co-op Loan, the lease with respect to a dwelling unit occupied by the Mortgagor and relating
to the stock allocated to the related dwelling unit.
Co-op Loan: A Mortgage Loan secured by the pledge of stock allocated to a dwelling unit in a residential cooperative
housing corporation and a collateral assignment of the related Co-op Lease.
Current Appraised Value: With respect to any Mortgaged Property, the value thereof as determined by an appraisal made for
the Company (by an appraiser who met the requirements of the Company and Fannie Mae), or through the use of an AVM, at the request of
a Mortgagor for the purpose of canceling a Primary Mortgage Insurance Policy in accordance with federal, state and local laws and
regulations or otherwise made at the request of the Company or Mortgagor.
Current LTV: The ratio of the Stated Principal Balance of a Mortgage Loan to the Current Appraised Value of the
Mortgaged Property.
Custodial Account: Each separate demand account or accounts created and maintained pursuant to Section 4.04 which shall be
entitled "HBMC Custodial Account, in trust for the Purchaser, Owner of Adjustable Rate Mortgage Loans" and shall be established in an
Eligible Account, in the name of the Person that is the "Purchaser" with respect to the related Mortgage Loans.
Custodian: With respect to any Mortgage Loan, the entity stated on the related Term Sheet, and its successors and assigns,
as custodian for the Purchaser.
Cut-off Date: With respect to any Mortgage Loan, the date stated on the related Term Sheet.
Determination Date: The 15th day (or if such 15th day is not a Business Day, the Business Day immediately preceding such
15th day) of the month of the related Remittance Date.
Due Date: The day of the month on which the Monthly Payment is due on a Mortgage Loan, exclusive of any days of grace, which
is the first day of the month.
Due Period: With respect to any Remittance Date, the period commencing on the second day of the month preceding the month
of such Remittance Date and ending on the first day of the month of the Remittance Date.
Eligible Account: An account established and maintained: (i) within FDIC insured accounts created, maintained and monitored
by the Company so that all funds deposited therein are fully insured, or (ii) as a trust account with the corporate trust department
of a depository institution or trust company organized under the laws of the United States of America or any one of the states
thereof or the District of Columbia which is not affiliated with the Company (or any sub-servicer) or (iii) with an entity which is
an institution whose deposits are insured by the FDIC, the unsecured and uncollateralized long-term debt obligations of which shall
be rated "A2" or higher by Standard & Poor's and "A" or higher by Fitch, Inc. or one of the two highest short-term ratings by any
applicable Rating Agency, and which is either (a) a federal savings association duly organized, validly existing and in good standing
under the federal banking laws, (b) an institution duly organized, validly existing and in good standing under the applicable banking
laws of any state, (c) a national banking association under the federal banking laws, or (d) a principal subsidiary of a bank holding
company, or (iv) if ownership of the Mortgage Loans is evidenced by mortgaged-backed securities, the equivalent required ratings of
each Rating Agency, and held such that the rights of the Purchaser and the owner of the Mortgage Loans shall be fully protected
against the claims of any creditors of the Company (or any sub-servicer) and of any creditors or depositors of the institution in
which such account is maintained or (v) in a separate non-trust account without FDIC or other insurance in an Eligible Institution.
In the event that a Custodial Account is established pursuant to clause (iii), (iv) or (v) of the preceding sentence, the Company
shall provide the Purchaser with written notice on the Business Day following the date on which the applicable institution fails to
meet the applicable ratings requirements.
Eligible Institution: An institution having (i) the highest short-term debt rating, and one of the two highest long-term
debt ratings of each Rating Agency; or (ii) with respect to any Custodial Account, an unsecured long-term debt rating of at least one
of the two highest unsecured long-term debt ratings of each Rating Agency.
Equity Take-Out Refinanced Mortgage Loan: A Refinanced Mortgage Loan the proceeds of which were in excess of the
outstanding principal balance of the existing mortgage loan as defined in the Fannie Mae Guide(s).
Escrow Account: Each separate trust account or accounts created and maintained pursuant to Section 4.06 which shall be
entitled "HBMC Escrow Account, in trust for the Purchaser, Owner of Adjustable Rate Mortgage Loans, and various Mortgagors" and shall
be established in an Eligible Account, in the name of the Person that is the "Purchaser" with respect to the related Mortgage Loans.
Escrow Payments: With respect to any Mortgage Loan, the amounts constituting ground rents, taxes, assessments, water rates,
sewer rents, municipal charges, mortgage insurance premiums, fire and hazard insurance premiums, condominium charges, and any other
payments required to be escrowed by the Mortgagor with the mortgagee pursuant to the Mortgage or any other document.
Event of Default: Any one of the conditions or circumstances enumerated in Section 9.01.
Fannie Mae: The Federal National Mortgage Association, or any successor thereto.
Fannie Mae Guide(s): The Fannie Mae Selling Guide and the Fannie Mae Servicing Guide and all amendments or additions
thereto.
FDIC: The Federal Deposit Insurance Corporation, or any successor thereto.
FHLMC: The Federal Home Loan Mortgage Corporation, or any successor thereto.
FHLMC Guide: The FHLMC Single Family Seller/Servicer Guide and all amendments or additions thereto.
Fidelity Bond: A fidelity bond to be maintained by the Company pursuant to Section 4.12.
FIRREA: The Financial Institutions Reform, Recovery, and Enforcement Act of 1989.
GAAP: Generally accepted accounting principles, consistently applied.
HUD: The United States Department of Housing and Urban Development or any successor thereto.
Index: With respect to any adjustable rate Mortgage Loan, the index identified on the Mortgage Loan Schedule and set forth
in the related Mortgage Note for the purpose of calculating the interest rate thereon.
Initial Rate Cap: As to each adjustable rate Mortgage Loan, where applicable, the maximum increase or decrease in the
Mortgage Interest Rate on the first Adjustment Date.
Insurance Proceeds: With respect to each Mortgage Loan, proceeds of insurance policies insuring the Mortgage Loan or the
related Mortgaged Property.
Interest Only Mortgage Loan: A Mortgage Loan for which an interest-only payment feature is allowed during the period prior
to the first Adjustment Date.
Lender Paid Mortgage Insurance Rate: The Lender Paid Mortgage Insurance Rate shall be a rate per annum equal to the
percentage shown on the Mortgage Loan Schedule.
Lender Primary Mortgage Insurance Policy: Any Primary Mortgage Insurance Policy for which premiums are paid by the
Company.
Lifetime Rate Cap: As to each adjustable rate Mortgage Loan, the maximum Mortgage Interest Rate over the term of such
Mortgage Loan.
Liquidation Proceeds: Cash received in connection with the liquidation of a defaulted Mortgage Loan, whether through the
sale or assignment of such Mortgage Loan, trustee's sale, foreclosure sale or otherwise.
Loan-to-Value Ratio or LTV: With respect to any Mortgage Loan, the ratio of the original outstanding principal amount of
the Mortgage Loan, to (i) the Appraised Value of the Mortgaged Property as of the Origination Date with respect to a Refinanced
Mortgage Loan, and (ii) the lesser of the Appraised Value of the Mortgaged Property as of the Origination Date or the purchase price
of the Mortgaged Property with respect to all other Mortgage Loans.
Margin: With respect to each adjustable rate Mortgage Loan, the fixed percentage amount set forth in each related Mortgage
Note which is added to the Index in order to determine the related Mortgage Interest Rate, as set forth in the Mortgage Loan Schedule.
Master Servicer: Wells Fargo Bank Minnesota, National Association, its successors in interest and assigns, or any successor
thereto designated by the Purchaser.
MERS: Mortgage Electronic Registration Systems, Inc., a corporation organized and existing under the laws of the State of
Delaware, or any successor thereto.
MERS Mortgage Loan: Any Mortgage Loan registered with MERS on the MERS® System.
MERS® System: The system of recording transfers of mortgages electronically maintained by MERS.
MIN: The Mortgage Identification Number for any MERS Mortgage Loan.
MOM Loan: Any Mortgage Loan as to which MERS is acting as mortgagee, solely as nominee for the originator of such Mortgage
Loan and its successors and assigns.
Monthly Advance: The aggregate of the advances made by the Company on any Remittance Date pursuant to Section 5.03.
Monthly Payment: The scheduled monthly payment of principal and interest on a Mortgage Loan, or in the case of an Interest
Only Mortgage Loan, payments of (i) interest, or (ii) principal and interest, if applicable, on a Mortgage Loan which is payable by a
Mortgagor under the related Mortgage Note.
Mortgage: The mortgage, deed of trust or other instrument securing a Mortgage Note which creates a first lien on an
unsubordinated estate in fee simple in real property securing the Mortgage Note.
Mortgage File: The mortgage documents pertaining to a particular Mortgage Loan which are specified in Exhibit A hereto and
any additional documents required to be added to the Mortgage File pursuant to this Agreement.
Mortgage Impairment Insurance Policy: A mortgage impairment or blanket hazard insurance policy as required by Section 4.11.
Mortgage Interest Rate: The annual rate at which interest accrues on any Mortgage Loan, which may be adjusted from time to
time for an adjustable rate Mortgage Loan, in accordance with the provisions of the related Mortgage Note.
Mortgage Loan: An individual mortgage loan which is the subject of this Agreement, each Mortgage Loan originally sold and
subject to this Agreement being identified on the Mortgage Loan Schedule attached to the related Term Sheet, which Mortgage Loan
includes without limitation the Mortgage File, the Monthly Payments, Principal Prepayments, Liquidation Proceeds, Condemnation
Proceeds, Insurance Proceeds, REO Disposition Proceeds, and all other rights, benefits, proceeds and obligations arising from or in
connection with such Mortgage Loan, excluding replaced or repurchased mortgage loans.
Mortgage Loan Documents: The documents listed in Exhibit A.
Mortgage Loan Remittance Rate: With respect to each Mortgage Loan, the annual rate of interest remitted to the Purchaser,
which shall be equal to the Mortgage Interest Rate minus the Servicing Fee Rate minus the Lender Paid Mortgage Insurance Rate.
Mortgage Loan Schedule: The schedule of Mortgage Loans annexed to the related Term Sheet, such schedule setting forth the
following information with respect to each Mortgage Loan in the related Mortgage Loan Package:
(1) the Company's Mortgage Loan identifying number;
(2) the Mortgagor's first and last name;
(3) the street address of the Mortgaged Property including the city, state and zip code;
(4) a code indicating whether the Mortgaged Property is owner-occupied, a second home or an investor property;
(5) the type of residential property constituting the Mortgaged Property;
(6) the original months to maturity of the Mortgage Loan;
(7) the remaining months to maturity from the related Cut-off Date, based on the original amortization schedule and, if
different, the maturity expressed in the same manner but based on the actual amortization schedule;
(8) the Sales Price, if applicable, Appraised Value and Loan-to-Value Ratio, at origination;
(9) the Mortgage Interest Rate as of origination and as of the related Cut-off Date; with respect to each adjustable
rate Mortgage Loan, the initial Adjustment Date, the next Adjustment Date immediately following the related Cut-off Date, the Index,
the Margin, the Initial Rate Cap, if any, Periodic Rate Cap, if any, minimum Mortgage Interest Rate under the terms of the Mortgage
Note and the Lifetime Rate Cap;
(10) the Origination Date of the Mortgage Loan;
(11) the stated maturity date;
(12) the amount of the Monthly Payment at origination;
(13) the amount of the Monthly Payment as of the related Cut-off Date;
(14) the original principal amount of the Mortgage Loan;
(15) the scheduled Stated Principal Balance of the Mortgage Loan as of the close of business on the related Cut-off Date,
after deduction of payments of principal due on or before the related Cut-off Date whether or not collected;
(16) a code indicating the purpose of the Mortgage Loan (i.e., purchase, rate and term refinance, equity take-out
refinance);
(17) a code indicating the documentation style (i.e. full, alternative, etc.);
(18) the number of times during the twelve (12) month period preceding the related Closing Date that any Monthly Payment
has been received after the month of its scheduled due date;
(19) the date on which the first payment is or was due;
(20) a code indicating whether or not the Mortgage Loan is the subject of a Primary Mortgage Insurance Policy and the
name of the related insurance carrier;
(21) a code indicating whether or not the Mortgage Loan is currently convertible and the conversion spread;
(22) the last Due Date on which a Monthly Payment was actually applied to the unpaid principal balance of the Mortgage
Loan.
(23) product type (i.e. fixed, adjustable, 3/1, 5/1, etc.);
(24) credit score and/or mortgage score, if applicable;
(25) a code indicating whether or not the Mortgage Loan has a prepayment penalty and if so, the amount and term thereof;
(26) the Current Appraised Value of the Mortgage Loan and Current LTV, if applicable;
(27) a code indicating whether the Mortgage Loan is a MERS Mortgage Loan and the MERS number, if applicable; and
(28) a code indicating whether or not the Mortgage Loan is the subject of a Lender Primary Mortgage Insurance Policy and
the name of the related insurance carrier and the Lender Paid Mortgage Insurance Rate;
With respect to the Mortgage Loans in the aggregate, the Mortgage Loan Schedule attached to the related Term Sheet shall set
forth the following information, as of the related Cut-off Date:
(1) the number of Mortgage Loans;
(2) the current aggregate outstanding principal balance of the Mortgage Loans;
(3) the weighted average Mortgage Interest Rate of the Mortgage Loans;
(4) the weighted average maturity of the Mortgage Loans; and
(5) the weighted average months to next Adjustment Date;
Mortgage Note: The note or other evidence of the indebtedness of a Mortgagor secured by a Mortgage.
Mortgaged Property: The underlying real property securing repayment of a Mortgage Note, consisting of a single parcel of
real estate or contiguous parcels of real estate bearing one legal description and tax assessment number and considered to be real
estate under the laws of the state in which such real property is located which may include condominium units and planned unit
developments, improved by a residential dwelling; except that with respect to real property located in jurisdictions in which the use
of leasehold estates for residential properties is a widely-accepted practice, a leasehold estate of the Mortgage, the term of which
is equal to or longer than the term of the Mortgage.
Mortgagor: The obligor on a Mortgage Note.
Net Liquidation Proceeds: As to any Mortgage Loan, Liquidation Proceeds net of unreimbursed Servicing Advances, Servicing
Fees and Monthly Advances and expenses incurred by the Company in connection with the liquidation of the Mortgage Loan and the
related Mortgaged Property.
Nonrecoverable Advance: Any advance previously made by the Company pursuant to Section 5.03 or any Servicing Advance which,
in the good faith judgment of the Company, may not be ultimately recoverable by the Company from Liquidation Proceeds or otherwise.
The determination by the Company that it has made a Nonrecoverable Advance, shall be evidenced by an Officer's Certificate of the
Company delivered to the Purchaser and the Master Servicer and detailing the reasons for such determination.
OCC: Office of the Comptroller of the Currency, its successors and assigns.
Officers' Certificate: A certificate signed by the Chairman of the Board, the Vice Chairman of the Board, the President, a
Senior Vice President or a Vice President or by the Treasurer or the Secretary or one of the Assistant Treasurers or Assistant
Secretaries of the Company, and delivered to the Purchaser as required by this Agreement.
Opinion of Counsel: A written opinion of counsel, who may be an employee of the party on behalf of whom the opinion is
being given, reasonably acceptable to the Purchaser.
Origination Date: The date on which a Mortgage Loan funded, which date shall not, in connection with a Refinanced Mortgage
Loan, be the date of the funding of the debt being refinanced, but rather the closing of the debt currently outstanding under the
terms of the Mortgage Loan Documents.
OTS: Office of Thrift Supervision, its successors and assigns.
Periodic Rate Cap: As to each adjustable rate Mortgage Loan, the maximum increase or decrease in the Mortgage Interest Rate
on any Adjustment Date, as set forth in the related Mortgage Note and the related Mortgage Loan Schedule.
Permitted Investments: Any one or more of the following obligations or securities:
(i) direct obligations of, and obligations fully guaranteed by the United States of America or any agency or
instrumentality of the United States of America the obligations of which are backed by the full faith and credit of
the United States of America;
(ii) (a) demand or time deposits, federal funds or bankers' acceptances issued by any depository institution or trust
company incorporated under the laws of the United States of America or any state thereof and subject to supervision and
examination by federal and/or state banking authorities, provided that the commercial paper and/or the short-term deposit rating
and/or the long-term unsecured debt obligations or deposits of such depository institution or trust company at the time of such
investment or contractual commitment providing for such investment are rated in one of the two highest rating categories by each
Rating Agency and (b) any other demand or time deposit or certificate of deposit that is fully insured by the FDIC;
(iii) repurchase obligations with a term not to exceed thirty (30) days and with respect to (a) any security
described in clause (i) above and entered into with a depository institution or trust company (acting as principal)
described in clause (ii)(a) above;
(iv) securities bearing interest or sold at a discount issued by any corporation incorporated under the laws of the
United States of America or any state thereof that are rated in one of the two highest rating categories by each
Rating Agency at the time of such investment or contractual commitment providing for such investment; provided,
however, that securities issued by any particular corporation will not be Permitted Investments to the extent that
investments therein will cause the then outstanding principal amount of securities issued by such corporation and
held as Permitted Investments to exceed 10% of the aggregate outstanding principal balances of all of the Mortgage
Loans and Permitted Investments;
(v) commercial paper (including both non-interest-bearing discount obligations and interest-bearing obligations
payable on demand or on a specified date not more than one year after the date of issuance thereof) which are rated
in one of the two highest rating categories by each Rating Agency at the time of such investment;
(vi) any other demand, money market or time deposit, obligation, security or investment as may be acceptable to
each Rating Agency as evidenced in writing by each Rating Agency; and
(vii) any money market funds the collateral of which consists of obligations fully guaranteed by the United States
of America or any agency or instrumentality of the United States of America the obligations of which are backed by
the full faith and credit of the United States of America (which may include repurchase obligations secured by
collateral described in clause (i)) and other securities and which money market funds are rated in one of the two
highest rating categories by each Rating Agency.
provided, however, that no instrument or security shall be a Permitted Investment if such instrument or security evidences a right to
receive only interest payments with respect to the obligations underlying such instrument or if such security provides for payment of
both principal and interest with a yield to maturity in excess of 120% of the yield to maturity at par or if such investment or
security is purchased at a price greater than par.
Person: Any individual, corporation, partnership, joint venture, association, joint-stock company, limited liability
company, trust, unincorporated organization or government or any agency or political subdivision thereof.
Prepayment Interest Shortfall: With respect to any Remittance Date, for each Mortgage Loan that was the subject of a
Principal Prepayment during the related Prepayment Period, an amount equal to the excess of one month's interest at the applicable
Mortgage Loan Remittance Rate on the amount of such Principal Prepayment over the amount of interest (adjusted to the Mortgage Loan
Remittance Rate) actually paid by the related Mortgagor with respect to such Prepayment Period.
Prepayment Period: With respect to any Remittance Date, the calendar month preceding the month in which such
Remittance Date occurs.
Primary Mortgage Insurance Policy: Each primary policy of mortgage insurance represented to be in effect pursuant to
Section 3.02(hh), or any replacement policy therefor obtained by the Company pursuant to Section 4.08.
Prime Rate: The prime rate announced to be in effect from time to time as published as the average rate in the Wall Street
Journal (Northeast Edition).
Principal Prepayment: Any payment or other recovery of principal on a Mortgage Loan full or partial which is received in
advance of its scheduled Due Date, including any prepayment penalty or premium thereon and which is not accompanied by an amount of
interest representing scheduled interest due on any date or dates in any month or months subsequent to the month of prepayment.
Purchase Price: As defined in Section 2.02.
Purchaser: EMC Mortgage Corporation, its successors in interest and assigns.
Qualified Appraiser: An appraiser, duly appointed by the Company, who had no interest, direct or indirect in the Mortgaged
Property or in any loan made on the security thereof, and whose compensation is not affected by the approval or disapproval of the
Mortgage Loan, and such appraiser and the appraisal made by such appraiser both satisfy the requirements of Title XI of FIRREA and
the regulations promulgated thereunder and the requirements of Fannie Mae, all as in effect on the date the Mortgage Loan was
originated.
Qualified Insurer: An insurance company duly qualified as such under the laws of the states in which the Mortgaged
Properties are located, duly authorized and licensed in such states to transact the applicable insurance business and to write the
insurance provided, approved as an insurer by Fannie Mae or FHLMC.
Rating Agency: Standard & Poor's, Fitch, Inc. or, in the event that some or all of the ownership of the Mortgage Loans is
evidenced by mortgage-backed securities, the nationally recognized rating agencies issuing ratings with respect to such securities,
if any.
Refinanced Mortgage Loan: A Mortgage Loan which was made to a Mortgagor who owned the Mortgaged Property prior to the
origination of such Mortgage Loan and the proceeds of which were used in whole or part to satisfy an existing mortgage.
REMIC: A "real estate mortgage investment conduit," as such term is defined in Section 860D of the Code.
REMIC Provisions: The provisions of the federal income tax law relating to REMICs, which appear at Sections 860A through
860G of the Code, and the related provisions and regulations promulgated thereunder, as the foregoing may be in effect from time to
time.
Remittance Date: The 18th day of any month, beginning with the First Remittance Date, or if such 18th day is not a Business
Day, the first Business Day immediately preceding such 18th day.
REO Disposition: The final sale by the Company of any REO Property.
REO Disposition Proceeds: Amounts received by the Company in connection with a related REO Disposition.
REO Property: A Mortgaged Property acquired by the Company on behalf of the Purchaser as described in Section 4.13.
Repurchase Price: With respect to any Mortgage Loan, a price equal to (i) the product of the greater of 100% or the
percentage of par as stated in the Confirmation multiplied by the Stated Principal Balance of such Mortgage Loan on the repurchase
date, plus (ii) interest on such outstanding principal balance at the Mortgage Loan Remittance Rate from the last date through which
interest has been paid and distributed to the Purchaser to the end of the month of repurchase, plus, (iii) third party expenses
incurred in connection with the transfer of the Mortgage Loan being repurchased; less amounts received or advanced in respect of such
repurchased Mortgage Loan which are being held in the Custodial Account for distribution in the month of repurchase.
SAIF: The Savings Association Insurance Fund, or any successor thereto.
Servicing Advances: All customary, reasonable and necessary "out of pocket" costs and expenses (including reasonable
attorneys' fees and disbursements) incurred in the performance by the Company of its servicing obligations, including, but not
limited to, the cost of (a) the preservation, restoration and protection of the Mortgaged Property, (b) any enforcement,
administrative or judicial proceedings, or any legal work or advice specifically related to servicing the Mortgage Loans, including
but not limited to, foreclosures, bankruptcies, condemnations, drug seizures, elections, foreclosures by subordinate or superior
lienholders, and other legal actions incidental to the servicing of the Mortgage Loans (provided that such expenses are reasonable
and that the Company specifies the Mortgage Loan(s) to which such expenses relate and, upon Purchaser's request, provides
documentation supporting such expense (which documentation would be acceptable to Fannie Mae), and provided further that any such
enforcement, administrative or judicial proceeding does not arise out of a breach of any representation, warranty or covenant of the
Company hereunder), (c) the management and liquidation of the Mortgaged Property if the Mortgaged Property is acquired in full or
partial satisfaction of the Mortgage, (d) taxes, assessments, water rates, sewer rates and other charges which are or may become a
lien upon the Mortgaged Property, and Primary Mortgage Insurance Policy premiums and fire and hazard insurance coverage, (e) any
expenses reasonably sustained by the Company with respect to the liquidation of the Mortgaged Property in accordance with the terms
of this Agreement and (f) compliance with the obligations under Section 4.08.
Servicing Fee: With respect to each Mortgage Loan, the amount of the annual fee the Purchaser shall pay to the Company,
which shall, for a period of one full month, be equal to one-twelfth of the product of (a) the Servicing Fee Rate and (b) the
outstanding principal balance of such Mortgage Loan. Such fee shall be payable monthly, computed on the basis of the same principal
amount and period respecting which any related interest payment on a Mortgage Loan is computed. The obligation of the Purchaser to
pay the Servicing Fee is limited to, and the Servicing Fee is payable solely from, the interest portion of such Monthly Payment
collected by the Company, or as otherwise provided under Section 4.05 and in accordance with the Fannie Mae Guide(s).
Servicing Fee Rate: As set forth in the Term Sheet.
Servicing File: With respect to each Mortgage Loan, the file retained by the Company, which may be in electronic media so
long as original documents are not required for purposes of realization of Liquidation Proceeds, REO Disposition Proceeds,
Condemnation Proceeds or Insurance Proceeds, consisting of all documents in the Mortgage File which are not delivered to the
Purchaser and the Mortgage Loan Documents listed in Exhibit A, the originals of such Mortgage Loan Documents which are delivered to
the Purchaser or its designee pursuant to Section 2.04.
Servicing Officer: Any officer of the Company involved in, or responsible for, the administration and servicing of the
Mortgage Loans whose name appears on a list of servicing officers furnished by the Company to the Purchaser upon request, as such
list may from time to time be amended.
Stated Principal Balance: As to each Mortgage Loan as of any date of determination, (i) the principal balance of such
Mortgage Loan at the Cut-off Date after giving effect to payments of principal due on or before such date, whether or not received,
minus (ii) all amounts previously distributed to the Purchaser with respect to the Mortgage Loan representing payments or recoveries
of principal or advances in lieu thereof.
Subservicer: Any subservicer which is subservicing the Mortgage Loans pursuant to a Subservicing Agreement. Any
subservicer shall meet the qualifications set forth in Section 4.01.
Subservicing Agreement: An agreement between the Company and a Subservicer, if any, for the servicing of the Mortgage Loans.
Term Sheet: A supplemental agreement in the form attached hereto as Exhibit I which shall be executed and delivered by the
Company and the Purchaser to provide for the sale and servicing pursuant to the terms of this Agreement of the Mortgage Loans listed
on Schedule I attached thereto, which supplemental agreement shall contain certain specific information relating to such sale of such
Mortgage Loans and may contain additional covenants relating to such sale of such Mortgage Loans.
ARTICLE II
PURCHASE OF MORTGAGE LOANS; SERVICING OF MORTGAGE LOANS;
RECORD TITLE AND POSSESSION OF MORTGAGE FILES;
BOOKS AND RECORDS; CUSTODIAL AGREEMENT;
DELIVERY OF MORTGAGE LOAN DOCUMENTS
Section 2.01 Agreement to Purchase.The Company agrees to sell and the Purchaser agrees to purchase the Mortgage Loans having an aggregate Stated Principal
Balance on the related Cut-off Date set forth in the related Term Sheet in an amount as set forth in the Confirmation, or in such
other amount as agreed by the Purchaser and the Company as evidenced by the actual aggregate Stated Principal Balance of the Mortgage
Loans accepted by the Purchaser on the related Closing Date, with servicing retained by the Company. The Company shall deliver the
related Mortgage Loan Schedule attached to the related Term Sheet for the Mortgage Loans to be purchased on the related Closing Date
to the Purchaser at least two (2) Business Days prior to the related Closing Date. The Mortgage Loans shall be sold pursuant to this
Agreement, and the related Term Sheet shall be executed and delivered on the related Closing Date.
Section 2.02 Purchase Price.
The Purchase Price for each Mortgage Loan shall be the percentage of par as stated in the Confirmation (subject to
adjustment as provided therein), multiplied by the Stated Principal Balance, as of the related Cut-off Date, of the Mortgage Loan
listed on the related Mortgage Loan Schedule attached to the related Term Sheet, after application of scheduled payments of principal
due on or before the related Cut-off Date whether or not collected.
In addition to the Purchase Price as described above, the Purchaser shall pay to the Company, at closing, accrued interest
on the Stated Principal Balance of each Mortgage Loan as of the related Cut-off Date at the Mortgage Loan Remittance Rate of each
Mortgage Loan from the related Cut-off Date through the day prior to the related Closing Date, inclusive.
The Purchase Price plus accrued interest as set forth in the preceding paragraph shall be paid on the related Closing Date
by wire transfer of immediately available funds.
Purchaser shall be entitled to (1) all scheduled principal due after the related Cut-off Date, (2) all other recoveries of
principal collected on or after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or
before the related Cut-off Date and collected by the Company or any successor servicer after the related Cut-off Date shall belong to
the Company), and (3) all payments of interest on the Mortgage Loans net of applicable Servicing Fees (minus that portion of any such
payment which is allocable to the period prior to the related Cut-off Date). The outstanding principal balance of each Mortgage Loan
as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date
whether or not collected, together with any unscheduled principal prepayments collected prior to the related Cut-off Date; provided,
however, that payments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be
applied to the principal balance as of the related Cut-off Date. Such prepaid amounts shall be the property of the Purchaser. The
Company shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the
Purchaser for subsequent remittance by the Company to the Purchaser.
Section 2.03 Servicing of Mortgage Loans.
Simultaneously with the execution and delivery of each Term Sheet, the Company does hereby agree to directly service the
Mortgage Loans listed on the related Mortgage Loan Schedule attached to the related Term Sheet subject to the terms of this Agreement
and the related Term Sheet. The rights of the Purchaser to receive payments with respect to the related Mortgage Loans shall be as
set forth in this Agreement.
Section 2.04 Record Title and Possession of Mortgage Files; Maintenance of Servicing Files.
As of the related Closing Date, the Company sold, transferred, assigned, set over and conveyed to the Purchaser, without
recourse, and the Company hereby acknowledges that the Purchaser has, but subject to the terms of this Agreement and the related Term
Sheet, all the right, title and interest of the Company in and to the Mortgage Loans. Company will deliver the Mortgage Files to the
Custodian designated by Purchaser, on or before the related Closing Date, at the expense of the Company. The Company shall maintain
a Servicing File, which shall contain all documents necessary to service the Mortgage Loans. The possession of each Servicing File
by the Company is at the will of the Purchaser, for the sole purpose of servicing the related Mortgage Loan, and such retention and
possession by the Company is in a custodial capacity only. From the related Closing Date, the ownership of each Mortgage Loan,
including the Mortgage Note, the Mortgage, the contents of the related Mortgage File and all rights, benefits, proceeds and
obligations arising therefrom or in connection therewith, has been vested in the Purchaser. All rights arising out of the Mortgage
Loans including, but not limited to, all funds received on or in connection with the Mortgage Loans and all records or documents with
respect to the Mortgage Loans prepared by or which come into the possession of the Company shall be received and held by the Company
in trust for the benefit of the Purchaser as the owner of the Mortgage Loans. Any portion of the Mortgage Files retained by the
Company shall be appropriately identified in the Company's computer system to clearly reflect the ownership of the Mortgage Loans by
the Purchaser. The Company shall release its custody of the contents of the Mortgage Files only in accordance with written
instructions of the Purchaser, except when such release is required as incidental to the Company's servicing of the Mortgage Loans or
is in connection with a repurchase of any Mortgage Loan or Loans with respect thereto pursuant to this Agreement and the related Term
Sheet, such written instructions shall not be required.
Section 2.05 Books and Records.
The sale of each Mortgage Loan has been reflected on the Company's balance sheet and other financial statements as a sale of
assets by the Company. The Company shall be responsible for maintaining, and shall maintain, a complete set of books and records for
the Mortgage Loans that shall be appropriately identified in the Company's computer system to clearly reflect the ownership of the
Mortgage Loan by the Purchaser. In particular, the Company shall maintain in its possession, available for inspection by the
Purchaser, or its designee and shall deliver to the Purchaser upon demand, evidence of compliance with all federal, state and local
laws, rules and regulations, and requirements of Fannie Mae or FHLMC, as applicable, including but not limited to documentation as to
the method used in determining the applicability of the provisions of the Flood Disaster Protection Act of 1973, as amended, to the
Mortgaged Property, documentation evidencing insurance coverage of any condominium project as required by Fannie Mae or FHLMC, and
periodic inspection reports as required by Section 4.13. To the extent that original documents are not required for purposes of
realization of Liquidation Proceeds or Insurance Proceeds, documents maintained by the Company may be in the form of microfilm or
microfiche.
The Company shall maintain with respect to each Mortgage Loan and shall make available for inspection by any Purchaser or
its designee the related Servicing File during the time the Purchaser retains ownership of a Mortgage Loan and thereafter in
accordance with applicable laws and regulations.
In addition to the foregoing, Company shall provide to any supervisory agents or examiners that regulate Purchaser,
including but not limited to, the OTS, the FDIC and other similar entities, access, during normal business hours, upon reasonable
advance notice to Company and without charge to Company or such supervisory agents or examiners, to any documentation regarding the
Mortgage Loans that may be required by any applicable regulator.
Section 2.06. Transfer of Mortgage Loans.
The Company shall keep at its servicing office books and records in which, subject to such reasonable regulations as it may
prescribe, the Company shall note transfers of Mortgage Loans. No transfer of a Mortgage Loan may be made unless such transfer is in
compliance with the terms hereof. For the purposes of this Agreement, the Company shall be under no obligation to deal with any
person with respect to this Agreement or any Mortgage Loan unless a notice of the transfer of such Mortgage Loan has been delivered
to the Company in accordance with this Section 2.06 and the books and records of the Company show such person as the owner of the
Mortgage Loan. The Purchaser may, subject to the terms of this Agreement, sell and transfer one or more of the Mortgage Loans,
provided, however, that the transferee will not be deemed to be a Purchaser hereunder binding upon the Company unless such transferee
shall agree in writing to be bound by the terms of this Agreement and an original counterpart of the instrument of transfer in an
Assignment and Assumption of this Agreement substantially in the form of Exhibit D hereto executed by the transferee shall have been
delivered to the Company. The Purchaser also shall advise the Company of the transfer. Upon receipt of notice of the transfer, the
Company shall mark its books and records to reflect the ownership of the Mortgage Loans of such assignee, and the previous Purchaser
shall be released from its obligations hereunder with respect to the Mortgage Loans sold or transferred.
Section 2.07 Delivery of Mortgage Loan Documents.The Company shall deliver and release to the Purchaser or its designee the Mortgage Loan Documents in accordance
with the terms of this Agreement and the related Term Sheet. The documents enumerated as items (1), (2), (3), (4), (5), (6), (7),
(8), (9) and (16) in Exhibit A hereto shall be delivered by the Company to the Purchaser or its designee no later than three (3)
Business Days prior to the related Closing Date pursuant to a bailee letter agreement. All other documents in Exhibit A hereto,
together with all other documents executed in connection with the Mortgage Loan that Company may have in its possession, shall be
retained by the Company in trust for the Purchaser. If the Company cannot deliver the original recorded Mortgage Loan Documents or
the original policy of title insurance, including riders and endorsements thereto, on the related Closing Date, the Company shall,
promptly upon receipt thereof and in any case not later than one hundred twenty (120) days from the related Closing Date, deliver
such original documents, including original recorded documents, to the Purchaser or its designee (unless the Company is delayed in
making such delivery by reason of the fact that such documents shall not have been returned by the appropriate recording office). If
delivery is not completed within one hundred twenty (120) days solely due to delays in making such delivery by reason of the fact
that such documents shall not have been returned by the appropriate recording office, Company shall deliver such document to
Purchaser, or its designee, within such time period as specified in a Company's Officer's Certificate. In the event that documents
have not been received by the date specified in the Company's Officer's Certificate, a subsequent Company's Officer's Certificate
shall be delivered by such date specified in the prior Company's Officer's Certificate, stating a revised date for receipt of
documentation. The procedure shall be repeated until the documents have been received and delivered. If delivery is not completed
within one hundred eighty (180) days solely due to delays in making such delivery by reason of the fact that such documents shall not
have been returned by the appropriate recording office, the Company shall continue to use its best efforts to effect delivery as soon
as possible thereafter, provided that if such documents are not delivered by the 270th day from the date of the related Closing Date,
the Company shall repurchase the related Mortgage Loans at the Repurchase Price in accordance with Section 3.03 hereof.
For each Mortgage Loan that is not a MERS Mortgage Loan, the Company shall pay all initial recording fees, if any, for the
assignments of mortgage and any other fees in connection with the transfer of all original documents to the Purchaser or its
designee. Company shall prepare, in recordable form, all assignments of mortgage necessary to assign the Mortgage Loans to
Purchaser, or its designee. Company shall be responsible for recording the assignments of mortgage.
In addition, in connection with the assignment of any MERS Mortgage Loan, the Company agrees that it will cause, at its own
expense, the MERS® System to indicate that such Mortgage Loans have been assigned by the Company to the Purchaser in accordance with
this Agreement by including (or deleting, in the case of Mortgage Loans which are repurchased in accordance with this Agreement) in
such computer files the information required by the MERS® System to identify the Purchaser of such Mortgage Loans. The Company
further agrees that it will not alter the information referenced in this paragraph with respect to any Mortgage Loan during the term
of this Agreement unless and until such Mortgage Loan is repurchased in accordance with the terms of this Agreement.
Company shall provide an original or duplicate original of the title insurance policy to Purchaser or its designee no later
than ninety (90) days of the receipt of the recorded documents from the applicable recording office.
Any review by the Purchaser, or its designee, of the Mortgage Files shall in no way alter or reduce the Company's
obligations hereunder.
If the Purchaser or its designee discovers any defect with respect to a Mortgage File, the Purchaser shall, or shall cause
its designee to, give written specification of such defect to the Company which may be given in the exception report or the
certification delivered pursuant to this Section 2.07, or otherwise in writing and the Company shall cure or repurchase such Mortgage
Loan in accordance with Section 3.03.
The Company shall forward to the Purchaser, or its designee, original documents evidencing an assumption, modification,
consolidation or extension of any Mortgage Loan entered into in accordance with Section 4.01 or 6.01 within one week of their
execution; provided, however, that the Company shall provide the Purchaser, or its designee, with a certified true copy of any such
document submitted for recordation within one week of its execution, and shall provide the original of any document submitted for
recordation or a copy of such document certified to be a true and complete copy of the original within sixty (60) days of its
submission for recordation.
From time to time the Company may have a need for Mortgage Loan Documents to be released from Purchaser, or its designee.
Purchaser shall, or shall cause its designee, upon the written request of the Company, within ten (10) Business Days, deliver to the
Company, any requested documentation previously delivered to Purchaser as part of the Mortgage File, provided that such documentation
is promptly returned to Purchaser, or its designee, when the Company no longer requires possession of the document, and provided that
during the time that any such documentation is held by the Company, such possession is in trust for the benefit of Purchaser.
Company shall indemnify Purchaser, and its designee, from and against any and all losses, claims, damages, penalties, fines,
forfeitures, costs and expenses (including court costs and reasonable attorney's fees) resulting from or related to the loss, damage,
or misplacement of any documentation delivered to Company pursuant to this paragraph.
Section 2.08 Quality Control Procedures.The Company must have an internal quality control program that verifies, on a regular basis, the existence and accuracy of
the legal documents, credit documents, property appraisals, and underwriting decisions. The program must be capable of evaluating
and monitoring the overall quality of its loan production and servicing activities. The program is to ensure that the Mortgage Loans
are originated and serviced in accordance with prudent mortgage banking practices and accounting principles; guard against dishonest,
fraudulent, or negligent acts; and guard against errors and omissions by officers, employees, or other authorized persons.
Section 2.09 Near-term Principal Prepayments; Near Term Payment Defaults
In the event any Principal Prepayment in full is made by a Mortgagor on or prior to three months after the related Closing
Date, the Company shall remit to the Purchaser an amount equal to the excess, if any, of the Purchase Price Percentage over par
multiplied by the amount of such Principal Prepayment. Such remittance shall be made by the Company to Purchaser no later than the
third Business Day following receipt of such Principal Prepayment by the Company.
In the event either of the first three (3) scheduled Monthly Payments which are due under any Mortgage Loan after the
related Cut-off Date are not made during the month in which such Monthly Payments are due, then not later than five (5) Business Days
after notice to the Company by Purchaser (and at Purchaser's sole option), the Company, shall repurchase such Mortgage Loan from the
Purchaser pursuant to the repurchase provisions contained in this Subsection 3.03.
Section 2.10 Modification of Obligations. Purchaser may, without any notice to Company, extend, compromise, renew,
release, change, modify, adjust or alter, by operation of law or otherwise, any of the obligations of the Mortgagors or other persons
obligated under a Mortgage Loan without releasing or otherwise affecting the obligations of Company under this Agreement, or with
respect to such Mortgage Loan, except to the extent Purchaser's extension, compromise, release, change, modification, adjustment, or
alteration affects Company's ability to collect the Mortgage Loan or realize on the security of the Mortgage, but then only to the
extent such action has such effect or reduces the Servicing Fee.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF
THE COMPANY; REPURCHASE; REVIEW OF MORTGAGE LOANS
Section 3.01 Representations and Warranties of the Company.The Company represents, warrants and covenants to the Purchaser that, as of the related Closing Date or as of such date
specifically provided herein:
(a) The Company is a corporation, duly organized, validly existing and in good standing under the laws of the State of
Delaware and has all licenses necessary to carry out its business as now being conducted, and is licensed and qualified to transact
business in and is in good standing under the laws of each state in which any Mortgaged Property is located or is otherwise exempt
under applicable law from such licensing or qualification or is otherwise not required under applicable law to effect such licensing
or qualification and no demand for such licensing or qualification has been made upon such Company by any such state, and in any
event such Company is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of each
Mortgage Loan and the servicing of the Mortgage Loans in accordance with the terms of this Agreement;
(b) The Company has the full power and authority and legal right to hold, transfer and convey each Mortgage Loan, to sell
each Mortgage Loan and to execute, deliver and perform, and to enter into and consummate all transactions contemplated by this
Agreement and the related Term Sheet and to conduct its business as presently conducted, has duly authorized the execution, delivery
and performance of this Agreement and the related Term Sheet and any agreements contemplated hereby, has duly executed and delivered
this Agreement and the related Term Sheet, and any agreements contemplated hereby, and this Agreement and the related Term Sheet and
each Assignment to the Purchaser and any agreements contemplated hereby, constitutes a legal, valid and binding obligation of the
Company, enforceable against it in accordance with its terms, and all requisite corporate action has been taken by the Company to
make this Agreement and the related Term Sheet and all agreements contemplated hereby valid and binding upon the Company in
accordance with their terms;
(c) Neither the execution and delivery of this Agreement and the related Term Sheet, nor the origination or purchase of the
Mortgage Loans by the Company, the sale of the Mortgage Loans to the Purchaser, the consummation of the transactions contemplated
hereby, or the fulfillment of or compliance with the terms and conditions of this Agreement and the related Term Sheet will conflict
with any of the terms, conditions or provisions of the Company's charter or by-laws or materially conflict with or result in a
material breach of any of the terms, conditions or provisions of any legal restriction or any agreement or instrument to which the
Company is now a party or by which it is bound, or constitute a default or result in an acceleration under any of the foregoing, or
result in the material violation of any law, rule, regulation, order, judgment or decree to which the Company or its properties are
subject, or impair the ability of the Purchaser to realize on the Mortgage Loans.
(d) There is no litigation, suit, proceeding or investigation pending or, to the best of Company's knowledge, threatened,
or any order or decree outstanding, with respect to the Company which, either in any one instance or in the aggregate, is reasonably
likely to have a material adverse effect on the sale of the Mortgage Loans, the execution, delivery, performance or enforceability of
this Agreement and the related Term Sheet, or which is reasonably likely to have a material adverse effect on the financial condition
of the Company.
(e) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution,
delivery and performance by the Company of or compliance by the Company with this Agreement or the related Term Sheet, or the sale of
the Mortgage Loans and delivery of the Mortgage Files to the Purchaser or the consummation of the transactions contemplated by this
Agreement or the related Term Sheet, except for consents, approvals, authorizations and orders which have been obtained;
(f) The consummation of the transactions contemplated by this Agreement or the related Term Sheet is in the ordinary course
of business of the Company and Company, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the
Company pursuant to this Agreement or the related Term Sheet are not subject to bulk transfer or any similar statutory provisions in
effect in any applicable jurisdiction;
(g) The origination and servicing practices used by the Company and any prior originator or servicer with respect to each
Mortgage Note and Mortgage have been legal and in accordance with applicable laws and regulations and the Mortgage Loan Documents,
and in all material respects proper and prudent in the mortgage origination and servicing business. Each Mortgage Loan has been
serviced in all material respects with Accepted Servicing Practices. With respect to escrow deposits and payments that the Company,
on behalf of an investor, is entitled to collect, all such payments are in the possession of, or under the control of, the Company,
and there exist no deficiencies in connection therewith for which customary arrangements for repayment thereof have not been made.
All escrow payments have been collected in full compliance with state and federal law and the provisions of the related Mortgage Note
and Mortgage. As to any Mortgage Loan that is the subject of an escrow, escrow of funds is not prohibited by applicable law and has
been established in an amount sufficient to pay for every escrowed item that remains unpaid and has been assessed but is not yet due
and payable. No escrow deposits or other charges or payments due under the Mortgage Note have been capitalized under any Mortgage or
the related Mortgage Note;
(h) The Company has no knowledge of any circumstances or condition with respect to the Mortgage, the Mortgaged Property,
the Mortgagor or the Mortgagor's credit standing that could reasonably be expected to cause investors to regard the Mortgage Loan as
an unacceptable investment, cause such Mortgage Loan to become delinquent or adversely affect the value or the marketability of the
Mortgage Loan. The Company did not select the Mortgage Loans sold to Purchaser based on any adverse selection of mortgage loans in
its portfolio that met Purchaser's purchase parameters for this transaction (as such parameters are set forth in the Confirmation),
including without limitation, the location or condition of the Mortgaged Property, payment pattern of the borrower or any other
factor that may adversely affect the expected cost of foreclosing, owning or holding the Mortgage Loans or related Mortgaged Property
or collecting the insurance or guarantee proceeds related thereto;
(i) The Company will treat the sale of the Mortgage Loans to the Purchaser as a sale for reporting and accounting
purposes and, to the extent appropriate, for federal income tax purposes;
(j) Company is an approved seller/servicer of residential mortgage loans for Fannie Mae, FHLMC and HUD, with such
facilities, procedures and personnel necessary for the sound servicing of such mortgage loans. The Company is duly qualified,
licensed, registered and otherwise authorized under all applicable federal, state and local laws, and regulations, if applicable, and
is in good standing to sell mortgage loans to and service mortgage loans for Fannie Mae and FHLMC and no event has occurred which
would make Company unable to comply with eligibility requirements or which would require notification to either Fannie Mae or FHLMC;
(k) The Company does not believe, nor does it have any cause or reason to believe, that it cannot perform each and every
covenant contained in this Agreement or the related Term Sheet. The Company is solvent and the sale of the Mortgage Loans will not
cause the Company to become insolvent. The sale of the Mortgage Loans is not undertaken with the intent to hinder, delay or defraud
any of the Company's creditors;
(l) No statement, tape, diskette, form, report or other document prepared by, or on behalf of, Company pursuant to this
Agreement or the related Term Sheet or in connection with the transactions contemplated hereby, contains or will, as of the date such
documentation is delivered by the Company, contain any statement that is or will be inaccurate or misleading in any material respect;
(m) The Company acknowledges and agrees that the Servicing Fee represents reasonable compensation for performing such
services and that the entire Servicing Fee shall be treated by the Company, for accounting and tax purposes, as compensation for the
servicing and administration of the Mortgage Loans pursuant to this Agreement. In the opinion of Company, the consideration received
by Company upon the sale of the Mortgage Loans to Purchaser under this Agreement and the related Term Sheet constitutes fair
consideration for the Mortgage Loans under current market conditions.
(n) Company has delivered to the Purchaser financial statements of its parent, for its last two complete fiscal years.
All such financial information fairly presents the pertinent results of operations and financial position for the period identified
and has been prepared in accordance with GAAP consistently applied throughout the periods involved, except as set forth in the notes
thereto. There has been no change in the business, operations, financial condition, properties or assets of the Company since the
date of the Company's financial information that would have a material adverse effect on its ability to perform its obligations under
this Agreement;
(o) The Company has not dealt with any broker, investment banker, agent or other person that may be entitled to any
commission or compensation in connection with the sale of the Mortgage Loans;
Section 3.02 Representations and Warranties as toIndividual Mortgage Loans.
References in this Section to percentages of Mortgage Loans refer in each case to the percentage of the aggregate Stated
Principal Balance of the Mortgage Loans as of the related Cut-off Date, based on the outstanding Stated Principal Balances of the
Mortgage Loans as of the related Cut-off Date, and giving effect to scheduled Monthly Payments due on or prior to the related Cut-off
Date, whether or not received. References to percentages of Mortgaged Properties refer, in each case, to the percentages of expected
aggregate Stated Principal Balances of the related Mortgage Loans (determined as described in the preceding sentence). The Company
hereby represents and warrants to the Purchaser, as to each Mortgage Loan, as of the related Closing Date as follows:
(a) The information set forth in the Mortgage Loan Schedule attached to the related Term Sheet is true, complete and
correct in all material respects as of the related Cut-Off Date;
(b) The Mortgage creates a valid, subsisting and enforceable first lien or a first priority ownership interest in an
estate in fee simple in real property securing the related Mortgage Note subject to principles of equity, bankruptcy, insolvency and
other laws of general application affecting the rights of creditors;
(c) All payments due prior to the related Cut-off Date for such Mortgage Loan have been made as of the related Closing
Date; the Mortgage Loan has not been dishonored; there are no material defaults under the terms of the Mortgage Loan; the Company has
not advanced its own funds, or induced, solicited or knowingly received any advance of funds from a party other than the owner of the
Mortgaged Property subject to the Mortgage, directly or indirectly, for the payment of any amount required by the Mortgage Loan. As
of the related Closing Date, all of the Mortgage Loans will have an actual Interest Paid to Date of their related Cut-off Date(or
later) and will be due for the scheduled monthly payment next succeeding the Cut-off Date (or later), as evidenced by a posting to
Company's servicing collection system. No payment under any Mortgage Loan is delinquent as of the related Closing Date nor has any
scheduled payment been delinquent at any time during the twelve (12) months prior to the month of the related Closing Date. For
purposes of this paragraph, a Mortgage Loan will be deemed delinquent if any payment due thereunder was not paid by the Mortgagor in
the month such payment was due;
(d) The origination and collection practices used by the Company with respect to each Mortgage Note and Mortgage have
been in all respects legal, proper, prudent and customary in the mortgage origination and servicing industry. The Mortgage Loan has
been serviced by the Company and any predecessor servicer in accordance with the terms of the Mortgage Note. With respect to escrow
deposits and Escrow Payments, if any, all such payments are in the possession of, or under the control of, the Company and there
exist no deficiencies in connection therewith for which customary arrangements for repayment thereof have not been made. No escrow
deposits or Escrow Payments or other charges or payments due the Company have been capitalized under any Mortgage or the related
Mortgage Note and no such escrow deposits or Escrow Payments are being held by the Company for any work on a Mortgaged Property which
has not been completed;
(e) The terms of the Mortgage Note and the Mortgage have not been impaired, waived, altered or modified in any respect,
except by written instruments which have been recorded to the extent any such recordation is required by law, or, necessary to
protect the interest of the Purchaser. No instrument of waiver, alteration or modification has been executed except in connection
with a modification agreement and which modification agreement is part of the Mortgage File and the terms of which are reflected in
the related Mortgage Loan Schedule, and no Mortgagor has been released, in whole or in part, from the terms thereof except in
connection with an assumption agreement and which assumption agreement is part of the Mortgage File and the terms of which are
reflected in the related Mortgage Loan Schedule; the substance of any such waiver, alteration or modification has been approved by
the issuer of any related Primary Mortgage Insurance Policy, Lender Primary Mortgage Insurance Policy and title insurance policy, to
the extent required by the related policies;
(f) The Mortgage Note and the Mortgage are not subject to any right of rescission, set-off, counterclaim or defense,
including, without limitation, the defense of usury, nor will the operation of any of the terms of the Mortgage Note or the Mortgage,
or the exercise of any right thereunder, render the Mortgage Note or Mortgage unenforceable, in whole or in part, or subject to any
right of rescission, set-off, counterclaim or defense, including the defense of usury, and no such right of rescission, set-off,
counterclaim or defense has been asserted with respect thereto; and as of the related Closing Date the Mortgagor was not a debtor in
any state or federal bankruptcy or insolvency proceeding;
(g) All buildings or other customarily insured improvements upon the Mortgaged Property are insured by an insurer
acceptable under the Fannie Mae or FHLMC Guides, against loss by fire, hazards of extended coverage and such other hazards as are
provided for in the Fannie Mae or FHLMC Guide, as well as all additional requirements set forth in Section 4.10 of this Agreement.
All such standard hazard policies are in full force and effect and contain a standard mortgagee clause naming the Company and its
successors in interest and assigns as loss payee and such clause is still in effect and all premiums due thereon have been paid. If
required by the Flood Disaster Protection Act of 1973, as amended, the Mortgage Loan is covered by a flood insurance policy meeting
the requirements of the current guidelines of the Federal Insurance Administration which policy conforms to Fannie Mae or FHLMC
requirements and was issued by an insurer acceptable to Fannie Mae or FHLMC, as well as all additional requirements set forth in
Section 4.10 of this Agreement. The Mortgage obligates the Mortgagor thereunder to maintain all such insurance at the Mortgagor's
cost and expense, and on the Mortgagor's failure to do so, authorizes the holder of the Mortgage to maintain such insurance at the
Mortgagor's cost and expense and to seek reimbursement therefor from the Mortgagor. Neither the Company (nor any prior originator or
servicer of any of the Mortgage Loans) nor any Mortgagor has engaged in any act or omission which has impaired or would impair the
coverage of any such policy, the benefits of the endorsement provided for herein, or the validity and binding effect of either;
(h) Any and all requirements of any federal, state or local law including, without limitation, usury, truth-in-lending,
real estate settlement procedures, consumer credit protection, equal credit opportunity or disclosure laws applicable to the Mortgage
Loan have been complied with in all material respects; none of the Mortgage Loans are classified as a (a) a "high cost" loan under
the Home Ownership and Equity Protection Act of 1994 or (b) a "high cost", "threshold", or "predatory" loan under any other
applicable state, federal or local law; the Company maintains, and shall maintain, evidence of such compliance as required by
applicable law or regulation and shall make such evidence available for inspection at the Company's office during normal business
hours upon reasonable advance notice;
(i) The Mortgage has not been satisfied, canceled or subordinated, in whole or in part, or rescinded, and the Mortgaged
Property has not been released from the lien of the Mortgage, in whole or in part nor has any instrument been executed that would
effect any such release, cancellation, subordination or rescission. The Company has not waived the performance by the Mortgagor of
any action, if the Mortgagor's failure to perform such action would cause the Mortgage Loan to be in default, nor has the Company
waived any default resulting from any action or inaction by the Mortgagor;
(j) The Mortgage is a valid, subsisting, enforceable and perfected first lien on the Mortgaged Property, including all
buildings on the Mortgaged Property and all installations and mechanical, electrical, plumbing, heating and air conditioning systems
affixed to such buildings, and all additions, alterations and replacements made at any time with respect to the foregoing securing
the Mortgage Note's original principal balance subject to principles of equity, bankruptcy, insolvency and other laws of general
application affecting the rights of creditors. The Mortgage and the Mortgage Note do not contain any evidence of any security
interest or other interest or right thereto. Such lien is free and clear of all adverse claims, liens and encumbrances having
priority over the first lien of the Mortgage subject only to (1) the lien of non-delinquent current real property taxes and
assessments not yet due and payable, (2) covenants, conditions and restrictions, rights of way, easements and other matters of the
public record as of the date of recording which are acceptable to mortgage lending institutions generally and either (A) which are
referred to in the lender's title insurance policy delivered to the originator or otherwise considered in the appraisal made for the
originator of the Mortgage Loan, or (B) which do not adversely affect the residential use or Appraised Value of the Mortgaged
Property as set forth in such appraisal, and (3) other matters to which like properties are commonly subject which do not
individually or in the aggregate materially interfere with the benefits of the security intended to be provided by the Mortgage or
the use, enjoyment, value or marketability of the related Mortgaged Property. Any security agreement, chattel mortgage or equivalent
document related to and delivered in connection with the Mortgage Loan establishes and creates a valid, subsisting, enforceable and
perfected first lien and first priority security interest on the property described therein, and the Company has the full right to
sell and assign the same to the Purchaser;
(k) The Mortgage Note and the related Mortgage are original and genuine and each is the legal, valid and binding obligation
of the maker thereof, enforceable in all respects in accordance with its terms subject to principles of equity, bankruptcy,
insolvency and other laws of general application affecting the rights of creditors, and the Company has taken all action necessary to
transfer such rights of enforceability to the Purchaser. All parties to the Mortgage Note and the Mortgage had the legal capacity to
enter into the Mortgage Loan and to execute and deliver the Mortgage Note and the Mortgage. The Mortgage Loan Documents are on forms
acceptable to Fannie Mae and FHLMC. The Mortgage Note and the Mortgage have been duly and properly executed by such parties. No
fraud, error, omission, misrepresentation, negligence or similar occurrence with respect to a Mortgage Loan has taken place on the
part of Company or the Mortgagor, or, to the best of Company's knowledge, information and belief, and after due inquiry, on the part
of any other party involved in the origination or servicing of the Mortgage Loan. The proceeds of the Mortgage Loan have been fully
disbursed and there is no requirement for future advances thereunder, and any and all requirements as to completion of any on-site or
off-site improvements and as to disbursements of any escrow funds therefor have been complied with. All costs, fees and expenses
incurred in making or closing the Mortgage Loan and the recording of the Mortgage were paid, and the Mortgagor is not entitled to any
refund of any amounts paid or due under the Mortgage Note or Mortgage;
(l) The Company is the sole owner and holder of the Mortgage Loan and the indebtedness evidenced by the Mortgage Note. Upon
the sale of the Mortgage Loan to the Purchaser, the Company will retain the Mortgage File or any part thereof with respect thereto
not delivered to the Purchaser or the Purchaser's designee in trust only for the purpose of servicing and supervising the servicing
of the Mortgage Loan. Immediately prior to the transfer and assignment to the Purchaser, the Mortgage Loan, including the Mortgage
Note and the Mortgage, were not subject to an assignment, sale or pledge to any person other than Purchaser, and the Company had good
and marketable title to and was the sole owner thereof and had full right to transfer and sell the Mortgage Loan to the Purchaser
free and clear of any encumbrance, equity, lien, pledge, charge, claim or security interest and has the full right and authority
subject to no interest or participation of, or agreement with, any other party, to sell and assign the Mortgage Loan pursuant to this
Agreement and following the sale of the Mortgage Loan, the Purchaser will own such Mortgage Loan free and clear of any encumbrance,
equity, participation interest, lien, pledge, charge, claim or security interest. The Company intends to relinquish all rights to
possess, control and monitor the Mortgage Loan, except for the purposes of servicing the Mortgage Loan as set forth in this
Agreement. After the related Closing Date, the Company will not have any right to modify or alter the terms of the sale of the
Mortgage Loan and the Company will not have any obligation or right to repurchase the Mortgage Loan or substitute another Mortgage
Loan, except as provided in this Agreement, or as otherwise agreed to by the Company and the Purchaser;
(m) Each Mortgage Loan is covered by an ALTA lender's title insurance policy or other generally acceptable form of policy
or insurance acceptable to Fannie Mae or FHLMC (including adjustable rate endorsements), issued by a title insurer acceptable to
Fannie Mae or FHLMC and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring (subject to
the exceptions contained in (j)(1), (2) and (3) above) the Company, its successors and assigns, as to the first priority lien of the
Mortgage in the original principal amount of the Mortgage Loan and against any loss by reason of the invalidity or unenforceability
of the lien resulting from the provisions of the Mortgage providing for adjustment in the Mortgage Interest Rate and Monthly
Payment. Where required by state law or regulation, the Mortgagor has been given the opportunity to choose the carrier of the
required mortgage title insurance. The Company, its successors and assigns, is the sole insured of such lender's title insurance
policy, such title insurance policy has been duly and validly endorsed to the Purchaser or the assignment to the Purchaser of the
Company's interest therein does not require the consent of or notification to the insurer and such lender's title insurance policy is
in full force and effect and will be in full force and effect upon the consummation of the transactions contemplated by this
Agreement. No claims have been made under such lender's title insurance policy, and no prior holder or servicer of the related
Mortgage, including the Company, nor any Mortgagor, has done, by act or omission, anything which would impair the coverage of such
lender's title insurance policy;
(n) There is no default, breach, violation or event of acceleration existing under the Mortgage or the related Mortgage
Note and no event which, with the passage of time or with notice and the expiration of any grace or cure period, and to the knowledge
of the Company, would constitute a default, breach, violation or event permitting acceleration; and neither the Company, nor any
prior mortgagee has waived any default, breach, violation or event permitting acceleration;
(o) There are no mechanics' or similar liens or claims which have been filed for work, labor or material (and no rights are
outstanding that under law could give rise to such liens) affecting the related Mortgaged Property which are or may be liens prior to
or equal to the lien of the related Mortgage;
(p) All improvements subject to the Mortgage which were considered in determining the Appraised Value of the Mortgaged
Property lie wholly within the boundaries and building restriction lines of the Mortgaged Property (and wholly within the project
with respect to a condominium unit) and no improvements on adjoining properties encroach upon the Mortgaged Property except those
which are insured against by the title insurance policy referred to in clause (m) above and all improvements on the property comply
with all applicable zoning and subdivision laws and ordinances;
(q) Each Mortgage Loan was originated by or for the Company pursuant to, and conforms with, the Company's underwriting
guidelines attached as Exhibit H hereto. The Mortgage Loan bears interest at an adjustable rate (if applicable) as set forth in the
related Mortgage Loan Schedule, and Monthly Payments under the Mortgage Note are due and payable on the first day of each month. The
Mortgage contains the usual and enforceable provisions of the Company at the time of origination for the acceleration of the payment
of the unpaid principal amount of the Mortgage Loan if the related Mortgaged Property is sold without the prior consent of the
mortgagee thereunder;
(r) The Mortgaged Property is not subject to any material damage. At origination of the Mortgage Loan there was not, since
origination of the Mortgage Loan there has not been, and there currently is no proceeding pending for the total or partial
condemnation of the Mortgaged Property. The Company has not received notification that any such proceedings are scheduled to
commence at a future date;
(s) The related Mortgage contains customary and enforceable provisions such as to render the rights and remedies of the
holder thereof adequate for the realization against the Mortgaged Property of the benefits of the security provided thereby,
including, (1) in the case of a Mortgage designated as a deed of trust, by trustee's sale, and (2) otherwise by judicial
foreclosure. There is no homestead or other exemption available to the Mortgagor which would interfere with the right to sell the
Mortgaged Property at a trustee's sale or the right to foreclose the Mortgage;
(t) If the Mortgage constitutes a deed of trust, a trustee, authorized and duly qualified if required under applicable law
to act as such, has been properly designated and currently so serves and is named in the Mortgage, and no fees or expenses, except as
may be required by local law, are or will become payable by the Purchaser to the trustee under the deed of trust, except in
connection with a trustee's sale or attempted sale after default by the Mortgagor;
(u) The Mortgage File contains an appraisal, if required, of the related Mortgaged Property signed prior to the final
approval of the mortgage loan application by a Qualified Appraiser, approved by the Company, who had no interest, direct or indirect,
in the Mortgaged Property or in any loan made on the security thereof, and whose compensation is not affected by the approval or
disapproval of the Mortgage Loan, and the appraisal and appraiser both satisfy the requirements of Fannie Mae or FHLMC and Title XI
of the Federal Institutions Reform, Recovery, and Enforcement Act of 1989 and the regulations promulgated thereunder, all as in
effect on the date the Mortgage Loan was originated. The appraisal is in a form acceptable to Fannie Mae or FHLMC;
(v) All parties which have had any interest in the Mortgage, whether as mortgagee, assignee, pledgee or otherwise, are (or,
during the period in which they held and disposed of such interest, were) (A) in compliance with any and all applicable licensing
requirements of the laws of the state wherein the Mortgaged Property is located, and (B) (1) organized under the laws of such state,
or (2) qualified to do business in such state, or (3) federal savings and loan associations or national banks or a Federal Home Loan
Bank or savings bank having principal offices in such state, or (4) not doing business in such state;
(w) The related Mortgage Note is not and has not been secured by any collateral except the lien of the corresponding
Mortgage and the security interest of any applicable security agreement or chattel mortgage referred to above and such collateral
does not serve as security for any other obligation;
(x) The Mortgagor has received and has executed, where applicable, all disclosure materials required by applicable law with
respect to the making of such mortgage loans;
(y) The Mortgage Loan does not contain balloon or "graduated payment" features; No Mortgage Loan is subject to a buydown
agreement or contains any buydown provision;
(z) The Mortgagor is not in bankruptcy and, the Mortgagor is not insolvent and the Company has no knowledge of any
circumstances or conditions with respect to the Mortgage, the Mortgaged Property, the Mortgagor or the Mortgagor's credit standing
that could reasonably be expected to cause investors to regard the Mortgage Loan as an unacceptable investment, cause the Mortgage
Loan to become delinquent, or materially adversely affect the value or marketability of the Mortgage Loan;
(aa) Each Mortgage Loan bears interest based upon a thirty (30) day month and a three hundred and sixty (360) day year. The
Mortgage Loans have an original term to maturity of not more than thirty (30) years, with interest payable in arrears on the first
day of each month. As to each adjustable rate Mortgage Loan, on each applicable Adjustment Date, the Mortgage Interest Rate will be
adjusted to equal the sum of the Index, plus the applicable Margin; provided, that the Mortgage Interest Rate, on each applicable
Adjustment Date, will not increase by more than the Initial Rate Cap or Periodic Rate Cap, as applicable. Over the term of each
adjustable rate Mortgage Loan, the Mortgage Interest Rate will not exceed such Mortgage Loan's Lifetime Rate Cap. Each Mortgage Note
requires a monthly payment which is sufficient, during the period prior to the first adjustment to the Mortgage Interest Rate, to
fully amortize the outstanding principal balance as of the first day of such period over the then remaining term of such Mortgage
Note and to pay interest at the related Mortgage Interest Rate; provided however, with respect to any Interest Only Mortgage Loans,
the Mortgage Note allows a Monthly Payment of interest only during the first 10 years from origination, and after the first 10 years
from origination, the Mortgage Note requires a Monthly Payment of principal and interest, sufficient to fully amortize the
outstanding principal balance over the then remaining term of such Mortgage Loan.. As to each Mortgage Loan, if the related Mortgage
Interest Rate changes on an adjustment date, the then outstanding principal balance will be reamortized over the remaining life of
such Mortgage Loan. No Mortgage Loan contains terms or provisions which would result in negative amortization. None of the Mortgage
Loans contain a conversion feature which would cause the Mortgage Loan interest rate to convert to a fixed interest rate. None of
the Mortgage Loans are considered agricultural loans;
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(hh) In the event the Mortgage Loan had an LTV at origination greater than 80.00%, the excess of the principal balance of
the Mortgage Loan over 75.0% of the Appraised Value of the Mortgaged Property with respect to a Refinanced Mortgage Loan, or the
lesser of the Appraised Value or the purchase price of the Mortgaged Property with respect to a purchase money Mortgage Loan was
insured as to payment defaults by a Primary Mortgage Insurance Policy issued by a Qualified Insurer. No Mortgage Loan has an LTV over
95%. All provisions of such Primary Mortgage Insurance Policy have been and are being complied with, such policy is in full force
and effect, and all premiums due thereunder have been paid. No Mortgage Loan requires payment of such premiums, in whole or in part,
by the Purchaser. No action, inaction, or event has occurred and no state of facts known to the Company exists that has, or will
result in the exclusion from, denial of, or defense to coverage. Any Mortgage Loan subject to a Primary Mortgage Insurance Policy
obligates the Mortgagor thereunder to maintain the Primary Mortgage Insurance Policy, subject to state and federal law, and to pay
all premiums and charges in connection therewith. No action has been taken or failed to be taken, on or prior to the Closing Date
which has resulted or will result in an exclusion from, denial of, or defense to coverage under any Primary Mortgage Insurance Policy
(including, without limitation, any exclusions, denials or defenses which would limit or reduce the availability of the timely
payment of the full amount of the loss otherwise due thereunder to the insured) whether arising out of actions, representations,
errors, omissions, negligence, or fraud of the Company or the Mortgagor, or for any other reason under such coverage. The mortgage
interest rate for the Mortgage Loan as set forth on the related Mortgage Loan Schedule is net of any such insurance premium. Any
Mortgage Loan subject to a Lender Primary Mortgage Insurance Policy obligates the Company to maintain the Lender Primary Insurance
Policy and to pay all premiums and charges in connection therewith;
(ii) The Assignment is in recordable form and is acceptable for recording under the laws of the jurisdiction in which the
Mortgaged Property is located;
(jj) Unless otherwise indicated on the Mortgage Loan Schedule, none of the Mortgage Loans are secured by an interest in a
leasehold estate. The Mortgaged Property is located in the state identified in the related Mortgage Loan Schedule and consists of a
single parcel of real property or contiguous parcels bearing one legal description and tax assessment number with a detached single
family residence erected thereon, or a townhouse, or a two-to-four family dwelling, or an individual condominium unit in a
condominium project, or an individual unit in a planned unit development or a de minimis planned unit development, provided, however,
that no residence or dwelling is a single parcel of real property with a manufactured home not affixed to a permanent foundation, or
a mobile home. Any condominium unit or planned unit development conforms with the Company's underwriting guidelines. As of the date
of origination, no portion of any Mortgaged Property is used for commercial purposes, and since the Origination Date to the best of
the Company's knowledge, no portion of any Mortgaged Property has been, or currently is, used for commercial purposes;
(kk) Monthly Payments on the Mortgage Loan commenced no more than sixty (60) days after the funds were disbursed in
connection with the Mortgage Loan. The Mortgage Note is payable on the first day of each month in monthly installments of principal,
if applicable, and interest, which installments are subject to change due to the adjustments to the Mortgage Interest Rate on each
Adjustment Date, with interest calculated and payable in arrears;
(ll) As of the Closing Date of the Mortgage Loan, the Mortgage Property was lawfully occupied under applicable law, and
all inspections, licenses and certificates required to be made or issued with respect to all occupied portions of the Mortgaged
Property and, with respect to the use and occupancy of the same, including but not limited to certificates of occupancy and fire
underwriting certificates, have been made or obtained from the appropriate authorities;
(mm) There is no pending action or proceeding directly involving the Mortgaged Property in which compliance with any
environmental law, rule or regulation is an issue; there is no violation of any environmental law, rule or regulation with respect to
the Mortgaged Property; and the Company has not received any notice of any environmental hazard on the Mortgaged Property and nothing
further remains to be done to satisfy in full all requirements of each such law, rule or regulation constituting a prerequisite to
use and enjoyment of said property;
(nn) The Mortgagor has not notified the Company, and the Company has no knowledge of any relief requested or allowed to
the Mortgagor under the Soldiers' and Sailors' Civil Relief Act of 1940;
(oo) No Mortgage Loan is a construction or rehabilitation Mortgage Loan or was made to facilitate the trade-in or
exchange of a Mortgaged Property;
(pp) The Mortgagor for each Mortgage Loan is a natural person or an Illinois land trust or an inter vivos revocable trust
acceptable to Fannie Mae and/or Freddie Mac;
(qq) None of the Mortgage Loans are Co-op Loans;
(rr) With respect to each Mortgage Loan that has a prepayment penalty feature, each such prepayment penalty is
enforceable and will be enforced by the Company and each prepayment penalty is permitted pursuant to federal, state and local law. No
Mortgage Loan will impose a prepayment penalty for a term in excess of five years from the date such Mortgage Loan was originated.
Except as otherwise set forth on the Mortgage Loan Schedule, with respect to each Mortgage Loan that contains a prepayment penalty,
such prepayment penalty is at least equal to the lesser of (A) the maximum amount permitted under applicable law and (B) six months
interest at the related Mortgage Interest Rate on the amount prepaid in excess of 20% of the original principal balance of such
Mortgage Loan;
(ss) With respect to each Mortgage Loan either (i) the fair market value of the Mortgaged Property securing such Mortgage
Loan was at least equal to 80 percent of the original principal balance of such Mortgage Loan at the time such Mortgage Loan was
originated or (ii) (a) the Mortgage Loan is only secured by the Mortgage Property and (b) substantially all of the proceeds of such
Mortgage Loan were used to acquire or to improve or protect the Mortgage Property. For the purposes of the preceding sentence, if the
Mortgage Loan has been significantly modified other than as a result of a default or a reasonable foreseeable default, the modified
Mortgage Loan will be viewed as having been originated on the date of the modification;
(tt) The Mortgage Loan was originated by a mortgagee approved by the Secretary of Housing and Urban Development pursuant to
sections 203 and 211 of the National Housing Act, a savings and loan association, a savings bank, a commercial bank, credit union,
insurance company or similar institution which is supervised and examined by a federal or state authority;
(uu) None of the Mortgage Loans are simple interest Mortgage Loans and none of the Mortgaged Properties are timeshares;
(vv) All of the terms of the Mortgage pertaining to interest rate adjustments, payment adjustments and adjustments of the
outstanding principal balance are enforceable, all such adjustments have been properly made, including the mailing of required
notices, and such adjustments do not and will not affect the priority of the Mortgage lien. With respect to each Mortgage Loan which
has passed its initial Adjustment Date, Company has performed an audit of the Mortgage Loan to determine whether all interest rate
adjustments have been made in accordance with the terms of the Mortgage Note and Mortgage; and
(ww) Each Mortgage Note, each Mortgage, each Assignment and any other documents required pursuant to this Agreement to be
delivered to the Purchaser or its designee, or its assignee for each Mortgage Loan, have been, on or before the related Closing Date,
delivered to the Purchaser or its designee, or its assignee.
Section 3.03 Repurchase; Substitution.
It is understood and agreed that the representations and warranties set forth in Sections 3.01 and 3.02 shall survive the
sale of the Mortgage Loans and delivery of the Mortgage Loan Documents to the Purchaser, or its designee, and shall inure to the
benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the
examination, or lack of examination, of any Mortgage File. Upon discovery by either the Company or the Purchaser of a breach of any
of the foregoing representations and warranties which materially and adversely affects the value of the Mortgage Loans or the
interest of the Purchaser in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other. The
Company shall have a period of sixty (60) days from the earlier of its discovery or its receipt of notice of any such breach within
which to correct or cure such breach. The Company hereby covenants and agrees that if any such breach is not corrected or cured
within such sixty day period, the Company shall, at the Purchaser's option and not later than ninety (90) days of its discovery or
its receipt of notice of such breach, repurchase such Mortgage Loan at the Repurchase Price or, with the Purchaser's prior consent
and at Purchaser's sole option, substitute a Mortgage Loan as provided below. In the event that any such breach shall involve any
representation or warranty set forth in Section 3.01, and such breach is not cured within sixty (60) days of the earlier of either
discovery by or notice to the Company of such breach, all Mortgage Loans shall, at the option of the Purchaser, be repurchased by the
Company at the Repurchase Price. Any such repurchase shall be accomplished by wire transfer of immediately available funds to
Purchaser in the amount of the Repurchase Price.
If the Company is required to repurchase any Mortgage Loan pursuant to this Section 3.03, the Company may, with the
Purchaser's prior consent and at Purchaser's sole option, within ninety (90) days from the related Closing Date, remove such
defective Mortgage Loan from the terms of this Agreement and substitute another mortgage loan for such defective Mortgage Loan, in
lieu of repurchasing such defective Mortgage Loan. Any substitute Mortgage Loan is subject to Purchaser acceptability. Any
substituted Loans will comply with the representations and warranties set forth in this Agreement as of the substitution date
The Company shall amend the related Mortgage Loan Schedule to reflect the withdrawal of the removed Mortgage Loan from this
Agreement and the substitution of such substitute Mortgage Loan therefor. Upon such amendment, the Purchaser shall review the
Mortgage File delivered to it relating to the substitute Mortgage Loan. In the event of such a substitution, accrued interest on the
substitute Mortgage Loan for the month in which the substitution occurs and any Principal Prepayments made thereon during such month
shall be the property of the Purchaser and accrued interest for such month on the Mortgage Loan for which the substitution is made
and any Principal Prepayments made thereon during such month shall be the property of the Company. The principal payment on a
substitute Mortgage Loan due on the Due Date in the month of substitution shall be the property of the Company and the principal
payment on the Mortgage Loan for which the substitution is made due on such date shall be the property of the Purchaser.
It is understood and agreed that the obligation of the Company set forth in this Section 3.03 to cure, repurchase or
substitute for a defective Mortgage Loan, and to indemnify Purchaser pursuant to Section 8.01, constitute the sole remedies of the
Purchaser respecting a breach of the foregoing representations and warranties. If the Company fails to repurchase or substitute for
a defective Mortgage Loan in accordance with this Section 3.03, or fails to cure a defective Mortgage Loan to Purchaser's reasonable
satisfaction in accordance with this Section 3.03, or to indemnify Purchaser pursuant to Section 8.01, that failure shall be an Event
of Default and the Purchaser shall be entitled to pursue all remedies available in this Agreement as a result thereof. No provision
of this paragraph shall affect the rights of the Purchaser to terminate this Agreement for cause, as set forth in Sections 10.01 and
11.01.
Any cause of action against the Company relating to or arising out of the breach of any representations and warranties made
in Sections 3.01 and 3.02 shall accrue as to any Mortgage Loan upon (i) the earlier of discovery of such breach by the Company or
notice thereof by the Purchaser to the Company, (ii) failure by the Company to cure such breach or repurchase such Mortgage Loan as
specified above, and (iii) demand upon the Company by the Purchaser for compliance with this Agreement.
In the event that any Mortgage Loan is held by a REMIC, notwithstanding any contrary provision of this Agreement, with
respect to any Mortgage Loan that is not in default or as to which no default is imminent, no substitution pursuant to Subsection
3.03 shall be made after the applicable REMIC's "start up day" (as defined in Section 860G(a) (9) of the Code), unless the Company
has obtained an Opinion of Counsel to the effect that such substitution will not (i) result in the imposition of taxes on "prohibited
transactions" of such REMIC (as defined in Section 860F of the Code) or otherwise subject the REMIC to tax, or (ii) cause the REMIC
to fail to qualify as a REMIC at any time.
Section 3.04 Representations and Warranties of the Purchaser.
The Purchaser represents, warrants and convenants to the Company that, as of the related Closing Date or as of such date
specifically provided herein:
(a) The Purchaser is a corporation, dully organized validly existing and in good standing under the laws of the State of
Delaware and is qualified to transact business in, is in good standing under the laws of, and possesses all licenses necessary for
the conduct of its business in, each state in which any Mortgaged Property is located or is otherwise except or not required under
applicable law to effect such qualification or license;
(b) The Purchaser has full power and authority to hold each Mortgage Loan, to purchase each Mortgage Loan pursuant to
this Agreement and the related Term Sheet and to execute, deliver and perform, and to enter into and consummate all transactions
contemplated by this Agreement and the related Term Sheet and to conduct its business as presently conducted, has duly authorized the
execution, delivery and performance of this Agreement and the related Term Sheet, has duly executed and delivered this Agreement and
the related Term Sheet;
(c) None of the execution and delivery of this Agreement and the related Term Sheet, the purchase of the Mortgage Loans,
the consummation of the transactions contemplated hereby, or the fulfillment of or compliance with the terms and conditions of this
Agreement and the related Term Sheet will conflict with any of the terms, conditions or provisions of the Purchaser's charter or
by-laws or materially conflict with or result in a material breach of any of the terms, conditions or provisions of any legal
restriction or any agreement or instrument to which the Purchaser is now a party or by which it is bound, or constitute a default or
result in an acceleration under any of the foregoing, or result in the material violation of any law, rule, regulation, order,
judgment or decree to which the Purchaser or its property is subject;
(d) There is no litigation pending or to the best of the Purchaser's knowledge, threatened with respect to the Purchaser
which is reasonably likely to have a material adverse effect on the purchase of the related Mortgage Loans, the execution, delivery
or enforceability of this Agreement and the related Term Sheet, or which is reasonably likely to have a material adverse effect on
the financial condition of the Purchaser;
(e) No consent, approval, authorization or order of any court or governmental agency or body is required for the
execution, delivery and performance by the Purchaser of or compliance by the Purchaser with this Agreement and the related Term
Sheet, the purchase of the Mortgage Loans or the consummation of the transactions contemplated by this Agreement and the related Term
Sheet except for consents, approvals, authorizations and orders which have been obtained;
(f) The consummation of the transactions contemplated by this Agreement and the related Term Sheet is in the ordinary
course of business of the Purchaser;
(h) The Purchaser will treat the purchase of the Mortgage Loans from the Company as a purchase for reporting, tax and
accounting purposes; and
(i) The Purchaser does not believe, nor does it have any cause or reason to believe, that it cannot perform each and
every of its covenants contained in this Agreement and the related Term Sheet.
The Purchaser shall indemnify the Company and hold it harmless against any claims, proceedings, losses, damages, penalties,
fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from a
breach by the Purchaser of the representations and warranties contained in this Section 3.04. It is understood and agreed that the
obligations of the Purchaser set forth in this Section 3.04 to indemnify the Seller as provided herein constitute the sole remedies
of the Seller respecting a breach of the foregoing representations and warranties.
ARTICLE IV
ADMINISTRATION AND SERVICING OF MORTGAGE LOANSSection 4.01 Company to Act as Servicer.The Company, as independent contract servicer, shall service and administer the Mortgage Loans in accordance with this
Agreement and with Accepted Servicing Practices, and shall have full power and authority, acting alone, to do or cause to be done any
and all things in connection with such servicing and administration which the Company may deem necessary or desirable and consistent
with the terms of this Agreement and with Accepted Servicing Practices and exercise the same care that it customarily employs for its
own account. Except as set forth in this Agreement, the Company shall service the Mortgage Loans in strict compliance with the
servicing provisions of the Fannie Mae Guides (special servicing option), which include, but are not limited to, provisions regarding
the liquidation of Mortgage Loans, the collection of Mortgage Loan payments, the payment of taxes, insurance and other charges, the
maintenance of hazard insurance with a Qualified Insurer, the maintenance of mortgage impairment insurance, the maintenance of
fidelity bond and errors and omissions insurance, inspections, the restoration of Mortgaged Property, the maintenance of Primary
Mortgage Insurance Policies and Lender Primary Mortgage Insurance Policies, insurance claims, the title, management and disposition
of REO Property, permitted withdrawals with respect to REO Property, liquidation reports, and reports of foreclosures and
abandonments of Mortgaged Property, the transfer of Mortgaged Property, the release of Mortgage Files, annual statements, and
examination of records and facilities. In the event of any conflict, inconsistency or discrepancy between any of the servicing
provisions of this Agreement and the related Term Sheet and any of the servicing provisions of the Fannie Mae Guides, the provisions
of this Agreement shall control and be binding upon the Purchaser and the Company.
Consistent with the terms of this Agreement, the Company may waive, modify or vary any term of any Mortgage Loan or consent
to the postponement of any such term or in any manner grant indulgence to any Mortgagor if in the Company's reasonable and prudent
determination such waiver, modification, postponement or indulgence is not materially adverse to the Purchaser, provided, however,
that unless the Company has obtained the prior written consent of the Purchaser, the Company shall not permit any modification with
respect to any Mortgage Loan that would change the Mortgage Interest Rate, defer for more than ninety (90) days or forgive any
payment of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal) or
change the final maturity date on such Mortgage Loan. In the event of any such modification which has been agreed to in writing by
the Purchaser and which permits the deferral of interest or principal payments on any Mortgage Loan, the Company shall, on the
Business Day immediately preceding the Remittance Date in any month in which any such principal or interest payment has been
deferred, deposit in the Custodial Account from its own funds, in accordance with Section 4.04, the difference between (a) such
month's principal and one month's interest at the Mortgage Loan Remittance Rate on the unpaid principal balance of such Mortgage Loan
and (b) the amount paid by the Mortgagor. The Company shall be entitled to reimbursement for such advances to the same extent as for
all other advances pursuant to Section 4.05. Without limiting the generality of the foregoing, the Company shall continue, and is
hereby authorized and empowered, to prepare, execute and deliver, all instruments of satisfaction or cancellation, or of partial or
full release, discharge and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged
Properties. Notwithstanding anything herein to the contrary, the Company may not enter into a forbearance agreement or similar
arrangement with respect to any Mortgage Loan which runs more than one hundred eighty (180) days after the first delinquent Due
Date. Any such agreement shall be approved by Purchaser and, if required, by the Primary Mortgage Insurance Policy insurer and
Lender Primary Mortgage Insurance Policy insurer, if required.
Notwithstanding anything in this Agreement to the contrary, if any Mortgage Loan becomes subject to a Pass-Through Transfer,
the Company (a) with respect to such Mortgage Loan, shall not permit any modification with respect to such Mortgage Loan that would
change the Mortgage Interest Rate and (b) shall not (unless the Mortgagor is in default with respect to such Mortgage Loan or such
default is, in the judgment of the Company, reasonably foreseeable) make or permit any modification, waiver or amendment of any term
of such Mortgage Loan that would both (i) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or
Treasury regulations promulgated thereunder) or (ii) cause any REMIC to fail to qualify as a REMIC under the Code or the imposition
of any tax on "prohibited transactions" or "contributions" after the startup date under the REMIC Provisions.
Prior to taking any action with respect to the Mortgage Loans subject to a Pass-Through Transfer, which is not contemplated
under the terms of this Agreement, the Company will obtain an Opinion of Counsel acceptable to the trustee in such Pass-Through
Transfer with respect to whether such action could result in the imposition of a tax upon any REMIC (including but not limited to the
tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in
Section 860G(d) of the Code)(either such event, an "Adverse REMIC Event"), and the Company shall not take any such actions as to
which it has been advised that an Adverse REMIC Event could occur.
The Company shall not permit the creation of any "interests" (within the meaning of Section 860G of the Code) in any REMIC.
The Company shall not enter into any arrangement by which a REMIC will receive a fee or other compensation for services nor permit a
REMIC to receive any income from assets other than "qualified mortgages" as defined in Section 860G(a)(3) of the Code or "permittedinvestments" as defined in Section 860G(a)(5) of the Code.
In servicing and administering the Mortgage Loans, the Company shall employ Accepted Servicing Practices, giving due
consideration to the Purchaser's reliance on the Company. Unless a different time period is stated in this Agreement or the related
Term Sheet, Purchaser shall be deemed to have given consent in connection with a particular matter if Purchaser does not
affirmatively grant or deny consent within five (5) Business Days from the date Purchaser receives a second written request for
consent for such matter from Company as servicer.
The Mortgage Loans may be subserviced by a Subservicer on behalf of the Company provided that the Subservicer is an entity
that engages in the business of servicing loans, and in either case shall be authorized to transact business, and licensed to service
mortgage loans, in the state or states where the related Mortgaged Properties it is to service are situated, if and to the extent
required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and
in either case shall be a FHLMC or Fannie Mae approved mortgage servicer in good standing, and no event has occurred, including but
not limited to a change in insurance coverage, which would make it unable to comply with the eligibility requirements for lenders
imposed by Fannie Mae or for seller/servicers imposed by Fannie Mae or FHLMC, or which would require notification to Fannie Mae or
FHLMC. In addition, each Subservicer will obtain and preserve its qualifications to do business as a foreign corporation and its
licenses to service mortgage loans, in each jurisdiction in which such qualifications and/or licenses are or shall be necessary to
protect the validity and enforceability of this Agreement, or any of the Mortgage Loans and to perform or cause to be performed its
duties under the related Subservicing Agreement. The Company may perform any of its servicing responsibilities hereunder or may
cause the Subservicer to perform any such servicing responsibilities on its behalf, but the use by the Company of the Subservicer
shall not release the Company from any of its obligations hereunder and the Company shall remain responsible hereunder for all acts
and omissions of the Subservicer as fully as if such acts and omissions were those of the Company. The Company shall pay all fees
and expenses of the Subservicer from its own funds, and the Subservicer's fee shall not exceed the Servicing Fee. Company shall
notify Purchaser promptly in writing upon the appointment of any Subservicer.
At the cost and expense of the Company, without any right of reimbursement from the Custodial Account, the Company shall be
entitled to terminate the rights and responsibilities of the Subservicer and arrange for any servicing responsibilities to be
performed by a successor subservicer meeting the requirements in the preceding paragraph, provided, however, that nothing contained
herein shall be deemed to prevent or prohibit the Company, at the Company's option, from electing to service the related Mortgage
Loans itself. In the event that the Company's responsibilities and duties under this Agreement are terminated pursuant to Section
4.13, 8.04, 9.01 or 10.01 and if requested to do so by the Purchaser, the Company shall at its own cost and expense terminate the
rights and responsibilities of the Subservicer effective as of the date of termination of the Company. The Company shall pay all
fees, expenses or penalties necessary in order to terminate the rights and responsibilities of the Subservicer from the Company's own
funds without reimbursement from the Purchaser.
Notwithstanding any of the provisions of this Agreement relating to agreements or arrangements between the Company and the
Subservicer or any reference herein to actions taken through the Subservicer or otherwise, the Company shall not be relieved of its
obligations to the Purchaser and shall be obligated to the same extent and under the same terms and conditions as if it alone were
servicing and administering the Mortgage Loans. The Company shall be entitled to enter into an agreement with the Subservicer for
indemnification of the Company by the Subservicer and nothing contained in this Agreement shall be deemed to limit or modify such
indemnification. The Company will indemnify and hold Purchaser harmless from any loss, liability or expense arising out of its use
of a Subservicer to perform any of its servicing duties, responsibilities and obligations hereunder.
Any Subservicing Agreement and any other transactions or services relating to the Mortgage Loans involving the Subservicer
shall be deemed to be between the Subservicer and Company alone, and the Purchaser shall have no obligations, duties or liabilities
with respect to the Subservicer including no obligation, duty or liability of Purchaser to pay the Subservicer's fees and expenses.
For purposes of distributions and advances by the Company pursuant to this Agreement, the Company shall be deemed to have received a
payment on a Mortgage Loan when the Subservicer has received such payment.
Section 4.02 Collection of Mortgage Loan Payments.
Continuously from the date hereof until the date each Mortgage Loan ceases to be subject to this Agreement, the Company will
proceed diligently to collect all payments due under each Mortgage Loan when the same shall become due and payable and shall, to the
extent such procedures shall be consistent with this Agreement, Accepted Servicing Practices, and the terms and provisions of any
related Primary Mortgage Insurance Policy and Lender Primary Mortgage Insurance Policy, follow such collection procedures as it
follows with respect to mortgage loans comparable to the Mortgage Loans and held for its own account. Further, the Company will take
special care in ascertaining and estimating annual escrow payments, and all other charges that, as provided in the Mortgage, will
become due and payable, so that the installments payable by the Mortgagors will be sufficient to pay such charges as and when they
become due and payable.
In no event will the Company waive its right to any prepayment penalty or premium without the prior written consent of
Purchaser and Company will use diligent efforts to collect same when due except as otherwise provided in the prepayment penalty rider
to the Mortgage.
Section 4.03 Realization Upon Defaulted MortgageThe Company shall use its best efforts, consistent with the procedures that the Company would use in servicing loans for its
own account, consistent with Accepted Servicing Practices, any Primary Mortgage Insurance Policies and Lender Primary Mortgage
Insurance Policies and the best interest of Purchaser, to foreclose upon or otherwise comparably convert the ownership of properties
securing such of the Mortgage Loans as come into and continue in default and as to which no satisfactory arrangements can be made for
collection of delinquent payments pursuant to Section 4.01. Foreclosure or comparable proceedings shall be initiated within ninety
(90) days of default for Mortgaged Properties for which no satisfactory arrangements can be made for collection of delinquent
payments, subject to state and federal law and regulation. The Company shall use its best efforts to realize upon defaulted Mortgage
Loans in such manner as will maximize the receipt of principal and interest by the Purchaser, taking into account, among other
things, the timing of foreclosure proceedings. The foregoing is subject to the provisions that, in any case in which a Mortgaged
Property shall have suffered damage, the Company shall not be required to expend its own funds toward the restoration of such
property unless it shall determine in its discretion (i) that such restoration will increase the proceeds of liquidation of the
related Mortgage Loan to the Purchaser after reimbursement to itself for such expenses, and (ii) that such expenses will be
recoverable by the Company through Insurance Proceeds, Condemnation Proceeds, REO Disposition Proceeds or Liquidation Proceeds from
the related Mortgaged Property, as contemplated in Section 4.05. Company shall obtain prior approval of Purchaser as to repair or
restoration expenses in excess of ten thousand dollars ($10,000). The Company shall notify the Purchaser in writing of the
commencement of foreclosure proceedings and not less than five (5) days prior to the acceptance or rejection of any offer of
reinstatement. The Company shall be responsible for all costs and expenses incurred by it in any such proceedings or functions;
provided, however, that it shall be entitled to reimbursement thereof from the related property, as contemplated in Section 4.05.
Notwithstanding anything to the contrary contained herein, in connection with a foreclosure or acceptance of a deed in lieu of
foreclosure, in the event the Company has reasonable cause to believe that a Mortgaged Property is contaminated by hazardous or toxic
substances or wastes, or if the Purchaser otherwise requests an environmental inspection or review of such Mortgaged Property, such
an inspection or review is to be conducted by a qualified inspector at the Purchaser's expense. Upon completion of the inspection,
the Company shall promptly provide the Purchaser with a written report of the environmental inspection. After reviewing the
environmental inspection report, the Purchaser shall determine how the Company shall proceed with respect to the Mortgaged Property.
Notwithstanding anything to the contrary contained herein, the Purchaser may, at the Purchaser's sole option, terminate the
Company as servicer of any Mortgage Loan which becomes ninety (90) days or greater delinquent in payment of a scheduled Monthly
Payment, without payment of any termination fee with respect thereto, provided that the Company shall on the date said termination
takes effect be reimbursed for any unreimbursed advances of the Company's funds made pursuant to Section 5.03 and any unreimbursed
Servicing Advances and Servicing Fees in each case relating to the Mortgage Loan underlying such delinquent Mortgage Loan
notwithstanding anything to the contrary set forth in Section 4.05. In the event of any such termination, the provisions of Section
11.01 hereof shall apply to said termination and the transfer of servicing responsibilities with respect to such delinquent Mortgage
Loan to the Purchaser or its designee.
In the event that a Mortgage Loan becomes part of a REMIC, and becomes REO Property, such property shall be disposed of by
the Company, with the consent of Purchaser as required pursuant to this Agreement, before the close of the third taxable year
following the taxable year in which the Mortgage Loan became an REO Property, unless the Company provides to the trustee under such
REMIC an opinion of counsel to the effect that the holding of such REO Property subsequent to the close of the third taxable year
following the taxable year in which the Mortgage Loan became an REO Property, will not result in the imposition of taxes on
"prohibited transactions" as defined in Section 860F of the Code, or cause the transaction to fail to qualify as a REMIC at any time
that certificates are outstanding. Company shall manage, conserve, protect and operate each such REO Property for the
certificateholders solely for the purpose of its prompt disposition and sale in a manner which does not cause such property to fail
to qualify as "foreclosure property" within the meaning of Section 860F(a)(2)(E) of the Code, or any "net income from foreclosure
property" which is subject to taxation under the REMIC provisions of the Code. Pursuant to its efforts to sell such property, the
Company shall either itself or through an agent selected by Company, protect and conserve such property in the same manner and to
such an extent as is customary in the locality where such property is located. Additionally, Company shall perform the tax
withholding and reporting related to Sections 1445 and 6050J of the Code
Section 4.04 Establishment of Custodial Accounts; Deposits inCustodial Accounts.The Company shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from
any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts. The Custodial Account shall
be an Eligible Account. Funds ,deposited in the Custodial Account shall at all times be insured by the FDIC up to the FDIC insurance
limits, or must be invested in Permitted Investments for the benefit of the Purchaser. Funds deposited in the Custodial Account may
be drawn on by the Company in accordance with Section 4.05. The creation of any Custodial Account shall be evidenced by a letter
agreement in the form shown in Exhibit B hereto. The original of such letter agreement shall be furnished to the Purchaser on the
Closing Date, and upon the request of any subsequent Purchaser.
The Company shall deposit in a mortgage clearing account on a daily basis, and in the Custodial Account or Accounts no later
than 48 hours after receipt of funds, and retain therein the following payments and collections received or made by it subsequent to
the Cut-off Date, or received by it prior to the Cut-off Date but allocable to a period subsequent thereto, other than in respect of
principal and interest on the Mortgage Loans due on or before the Cut-off Date:
(i) all payments on account of principal, including Principal Prepayments and related penalties, on the Mortgage Loans;
(ii) all payments on account of interest on the Mortgage Loans adjusted to the Mortgage Loan Remittance Rate;
(iii) all Net Liquidation Proceeds;
(iv) any amounts required to be deposited by the Company in connection with any REO Property pursuant to Section 4.13 and in
connection therewith, the Company shall provide the Purchaser with written detail itemizing all of such amounts;
(v) all Insurance Proceeds including amounts required to be deposited pursuant to Sections 4.08, 4.10 and 4.11, other than
proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the
Mortgagor in accordance with Accepted Servicing Practices, the Mortgage Loan Documents or applicable law;
(vi) all Condemnation Proceeds affecting any Mortgaged Property which are not released to the Mortgagor in accordance with
Accepted Servicing Practices, the loan documents or applicable law;
(vii) any Monthly Advances;
(viii) with respect to each full or partial Principal Prepayment, any Prepayment Interest Shortfalls, to the extent of the
Company's aggregate Servicing Fee received with respect to the related Prepayment Period;
(ix) any amounts required to be deposited by the Company pursuant to Section 4.10 in connection with the deductible clause
in any blanket hazard insurance policy, such deposit shall be made from the Company's own funds, without reimbursement therefor; and
(x) any amounts required to be deposited in the Custodial Account pursuant to Section 4.01, 4.13 or 6.02.
The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed
that, without limiting the generality of the foregoing, payments in the nature of late payment charges and assumption fees, to the
extent permitted by Section 6.01, need not be deposited by the Company in the Custodial Account. Any interest paid on funds
deposited in the Custodial Account by the depository institution shall accrue to the benefit of the Company and the Company shall be
entitled to retain and withdraw such interest from the Custodial Account pursuant to Section 4.05 (iv). The Purchaser shall not be
responsible for any losses suffered with respect to investment of funds in the Custodial Account.
Section 4.05 Permitted Withdrawals From the Custodial Account.The Company may, from time to time, withdraw from the Custodial Account for the following purposes:
(i) to make payments to the Purchaser in the amounts and in the manner provided for in Section 5.01;
(ii) to reimburse itself for Monthly Advances, the Company's right to reimburse itself pursuant to this subclause (ii) being
limited to amounts received on the related Mortgage Loan which represent late collections (net of the related Servicing Fees) of
principal and/or interest respecting which any such advance was made, it being understood that, in the case of such reimbursement,
the Company's right thereto shall be prior to the rights of the Purchaser, except that, where the Company is required to repurchase a
Mortgage Loan, pursuant to Section 3.03, the Company's right to such reimbursement shall be subsequent to the payment to the
Purchaser of the Repurchase Price pursuant to such Section and all other amounts required to be paid to the Purchaser with respect to
such Mortgage Loan;
(iii) to reimburse itself for unreimbursed Servicing Advances and any unpaid Servicing Fees(or REO administration fees
described in Section 4.13), the Company's right to reimburse itself pursuant to this subclause (iii) with respect to any Mortgage
Loan being limited to related proceeds from Liquidation Proceeds, Condemnation Proceeds and Insurance Proceeds in accordance with the
relevant provisions of the Fannie Mae Guides or as otherwise set forth in this Agreement; any recovery shall be made upon liquidation
of the REO Property;
(iv) to pay to itself as part of its servicing compensation (a) any interest earned on funds in the Custodial Account
(all such interest to be withdrawn monthly not later than each Remittance Date), (b) the Servicing Fee from that portion of any
payment or recovery as to interest with respect to a particular Mortgage Loan;
(v) to pay to itself with respect to each Mortgage Loan that has been repurchased pursuant to Section 3.03 all amounts
received thereon and not distributed as of the date on which the related repurchase price is determined,
(vi) to transfer funds to another Eligible Account in accordance with Section 4.09 hereof;
(vii)to remove funds inadvertently placed in the Custodial Account by the Company;
(vi) to clear and terminate the Custodial Account upon the termination of this Agreement; and
(vii) to reimburse itself for any Nonrecoverable Advances.
Section 4.06 Establishment of Escrow Accounts; Deposits in Escrow Accounts.The Company shall segregate and hold all funds collected and received pursuant to each Mortgage Loan which constitute Escrow
Payments separate and apart from any of its own funds and general assets and shall establish and maintain one or more Escrow
Accounts. The Escrow Account shall be an Eligible Account. Funds deposited in each Escrow Account shall at all times be insured in
a manner to provide maximum insurance under the insurance limitations of the FDIC, or must be invested in Permitted Investments.
Funds deposited in the Escrow Account may be drawn on by the Company in accordance with Section 4.07. The creation of any Escrow
Account shall be evidenced by a letter agreement in the form shown in Exhibit C. The original of such letter agreement shall be
furnished to the Purchaser on the Closing Date, and upon request to any subsequent purchaser.
The Company shall deposit in a mortgage clearing account on a daily basis, and in the Escrow Account or Accounts no later
than 48 hours after receipt of funds, and retain therein:
(i) all Escrow Payments collected on account of the Mortgage Loans, for the purpose of effecting timely payment of any
such items as required under the terms of this Agreement;
(ii) all Insurance Proceeds which are to be applied to the restoration or repair of any Mortgaged Property; and
(iii) all Servicing Advances for Mortgagors whose Escrow Payments are insufficient to cover escrow disbursements.
The Company shall make withdrawals from the Escrow Account only to effect such payments as are required under this
Agreement, and for such other purposes as shall be as set forth or in accordance with Section 4.07. The Company shall be entitled to
retain any interest paid on funds deposited in the Escrow Account by the depository institution to the extent permitted by law and,
to the extent required by law, the Company shall pay interest on escrowed funds to the Mortgagor in accordance with applicable law..
The Purchaser shall not be responsible for any losses suffered with respect to investment of funds in the Escrow Account.
Section 4.07 Permitted Withdrawals From Escrow Account.
Withdrawals from the Escrow Account may be made by Company only:
(i) to effect timely payments of ground rents, taxes, assessments, water rates, Primary Mortgage Insurance Policy
premiums, if applicable, fire and hazard insurance premiums, condominium assessments and comparable items;
(ii) to reimburse Company for any Servicing Advance made by Company with respect to a related Mortgage Loan but only from
amounts received on the related Mortgage Loan which represent late payments or collections of Escrow Payments thereunder;
(iii)to refund to the Mortgagor any funds as may be determined to be overages;
(iv) for transfer to the Custodial Account in accordance with the terms of this Agreement;
(v) for application to restoration or repair of the Mortgaged Property;
(vi) to pay to the Company, or to the Mortgagor to the extent required by law, any interest paid on the funds deposited
in the Escrow Account;
(vii) to clear and terminate the Escrow Account on the termination of this Agreement. As part of its servicing duties, the
Company shall pay to the Mortgagors interest on funds in Escrow Account, to the extent required by law, and to the extent that
interest earned on funds in the Escrow Account is insufficient, shall pay such interest from its own funds, without any reimbursement
therefor; and
(viii) to pay to the Mortgagors or other parties Insurance Proceeds deposited in accordance with Section 4.06.
Section 4.08 Payment of Taxes, Insurance and Other Charges; Maintenance of Primary Mortgage Insurance Policies;Collections Thereunder.
With respect to each Mortgage Loan, the Company shall maintain accurate records reflecting the status of ground rents,
taxes, assessments, water rates and other charges which are or may become a lien upon the Mortgaged Property and the status of
primary mortgage insurance premiums and fire and hazard insurance coverage and shall obtain, from time to time, all bills for the
payment of such charges, including renewal premiums and shall effect payment thereof prior to the applicable penalty or termination
date and at a time appropriate for securing maximum discounts allowable, employing for such purpose deposits of the Mortgagor in the
Escrow Account which shall have been estimated and accumulated by the Company in amounts sufficient for such purposes, as allowed
under the terms of the Mortgage or applicable law. To the extent that the Mortgage does not provide for Escrow Payments, the Company
shall determine that any such payments are made by the Mortgagor at the time they first become due. The Company assumes full
responsibility for the timely payment of all such bills and shall effect timely payments of all such bills irrespective of the
Mortgagor's faithful performance in the payment of same or the making of the Escrow Payments and shall make advances from its own
funds to effect such payments.
The Company will maintain in full force and effect Primary Mortgage Insurance Policies or Lender Primary Mortgage Insurance
Policies issued by a Qualified Insurer with respect to each Mortgage Loan for which such coverage is herein required. Such coverage
will be terminated only with the approval of Purchaser, or as required by applicable law or regulation. The Company will not cancel
or refuse to renew any Primary Mortgage Insurance Policy or Lender Primary Mortgage Insurance Policy in effect on the Closing Date
that is required to be kept in force under this Agreement unless a replacement Primary Mortgage Insurance Policy or Lender Primary
Mortgage Insurance Policy for such canceled or nonrenewed policy is obtained from and maintained with a Qualified Insurer. The
Company shall not take any action which would result in non-coverage under any applicable Primary Mortgage Insurance Policy or Lender
Primary Mortgage Insurance Policy of any loss which, but for the actions of the Company would have been covered thereunder. In
connection with any assumption or substitution agreement entered into or to be entered into pursuant to Section 6.01, the Company
shall promptly notify the insurer under the related Primary Mortgage Insurance Policy or Lender Primary Mortgage Insurance Policy, if
any, of such assumption or substitution of liability in accordance with the terms of such policy and shall take all actions which may
be required by such insurer as a condition to the continuation of coverage under the Primary Mortgage Insurance Policy or Lender
Primary Mortgage Insurance Policy. If such Primary Mortgage Insurance Policy or Lender Primary Mortgage Insurance Policy is
terminated as a result of such assumption or substitution of liability, the Company shall obtain a replacement Primary Mortgage
Insurance Policy or Lender Primary Mortgage Insurance Policy as provided above.
In connection with its activities as servicer, the Company agrees to prepare and present, on behalf of itself and the
Purchaser, claims to the insurer under any Private Mortgage Insurance Policy in a timely fashion in accordance with the terms of such
Primary Mortgage Insurance Policy or Lender Primary Mortgage Insurance Policy and, in this regard, to take such action as shall be
necessary to permit recovery under any Primary Mortgage Insurance Policy or Lender Primary Mortgage Insurance Policy respecting a
defaulted Mortgage Loan. Pursuant to Section 4.04, any amounts collected by the Company under any Primary Mortgage Insurance Policy
or Lender Primary Mortgage Insurance Policy shall be deposited in the Custodial Account, subject to withdrawal pursuant to Section
4.05.
Section 4.09 Transfer of Accounts.The Company may transfer the Custodial Account or the Escrow Account to a different Eligible Account from time to time.
Such transfer shall be made only upon obtaining the prior written consent of the Purchaser, which consent will not be unreasonably
withheld.
Section 4.10 Maintenance of Hazard Insurance.The Company shall cause to be maintained for each Mortgage Loan fire and hazard insurance with extended coverage as is
acceptable to Fannie Mae or FHLMC and customary in the area where the Mortgaged Property is located in an amount which is equal to
the lesser of (i) the maximum insurable value of the improvements securing such Mortgage Loan or (ii) the greater of (a) the
outstanding principal balance of the Mortgage Loan, and (b) an amount such that the proceeds thereof shall be sufficient to prevent
the Mortgagor and/or the mortgagee from becoming a co-insurer. If required by the Flood Disaster Protection Act of 1973, as amended,
each Mortgage Loan shall be covered by a flood insurance policy meeting the requirements of the current guidelines of the Federal
Insurance Administration in effect with an insurance carrier acceptable to Fannie Mae or FHLMC, in an amount representing coverage
not less than the least of (i) the outstanding principal balance of the Mortgage Loan, (ii) the maximum insurable value of the
improvements securing such Mortgage Loan or (iii) the maximum amount of insurance which is available under the Flood Disaster
Protection Act of 1973, as amended. If at any time during the term of the Mortgage Loan, the Company determines in accordance with
applicable law and pursuant to the Fannie Mae Guides that a Mortgaged Property is located in a special flood hazard area and is not
covered by flood insurance or is covered in an amount less than the amount required by the Flood Disaster Protection Act of 1973, as
amended, the Company shall notify the related Mortgagor that the Mortgagor must obtain such flood insurance coverage, and if said
Mortgagor fails to obtain the required flood insurance coverage within forty-five (45) days after such notification, the Company
shall immediately force place the required flood insurance on the Mortgagor's behalf. The Company shall also maintain on each REO
Property, fire and hazard insurance with extended coverage in an amount which is at least equal to the maximum insurable value of the
improvements which are a part of such property, and, to the extent required and available under the Flood Disaster Protection Act of
1973, as amended, flood insurance in an amount as provided above. Any amounts collected by the Company under any such policies other
than amounts to be deposited in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or REO
Property, or released to the Mortgagor in accordance with Accepted Servicing Practices, shall be deposited in the Custodial Account,
subject to withdrawal pursuant to Section 4.05. It is understood and agreed that no other additional insurance need be required by
the Company of the Mortgagor or maintained on property acquired in respect of the Mortgage Loan, other than pursuant to this
Agreement, the Fannie Mae Guides or such applicable state or federal laws and regulations as shall at any time be in force and as
shall require such additional insurance. All such policies shall be endorsed with standard mortgagee clauses with loss payable to
the Company and its successors and/or assigns and shall provide for at least thirty (30) days prior written notice of any
cancellation, reduction in the amount or material change in coverage to the Company. The Company shall not interfere with the
Mortgagor's freedom of choice in selecting either his insurance carrier or agent, provided, however, that the Company shall not
accept any such insurance policies from insurance companies unless such companies are Qualified Insurers.
Section 4.11 Maintenance of Mortgage ImpairmentInsurance Policy.
In the event that the Company shall obtain and maintain a blanket policy issued by an insurer acceptable to Fannie Mae or
FHLMC insuring against hazard losses on all of the Mortgage Loans, then, to the extent such policy provides coverage in an amount
equal to the amount required pursuant to Section 4.10 and otherwise complies with all other requirements of Section 4.10, it shall
conclusively be deemed to have satisfied its obligations as set forth in Section 4.10, it being understood and agreed that such
policy may contain a deductible clause, in which case the Company shall, in the event that there shall not have been maintained on
the related Mortgaged Property or REO Property a policy complying with Section 4.10, and there shall have been a loss which would
have been covered by such policy, deposit in the Custodial Account the amount not otherwise payable under the blanket policy because
of such deductible clause. In connection with its activities as servicer of the Mortgage Loans, the Company agrees to prepare and
present, on behalf of the Purchaser, claims under any such blanket policy in a timely fashion in accordance with the terms of such
policy. Upon request of the Purchaser, the Company shall cause to be delivered to the Purchaser a certified true copy of such policy
and shall use its best efforts to obtain a statement from the insurer thereunder that such policy shall in no event be terminated or
materially modified without thirty (30) days' prior written notice to the Purchaser.
Section 4.12 Fidelity Bond, Errors and OmissionsInsurance.The Company shall maintain, at its own expense, a blanket fidelity bond and an errors and omissions insurance policy, with
broad coverage with responsible companies on all officers, employees or other persons acting in any capacity with regard to the
Mortgage Loan to handle funds, money, documents and papers relating to the Mortgage Loan. The Fidelity Bond shall be in the form of
the Mortgage Banker's Blanket Bond and shall protect and insure the Company against losses, including forgery, theft, embezzlement
and fraud of such persons. The errors and omissions insurance shall protect and insure the Company against losses arising out of
errors and omissions and negligent acts of such persons. Such errors and omissions insurance shall also protect and insure the
Company against losses in connection with the failure to maintain any insurance policies required pursuant to this Agreement and the
release or satisfaction of a Mortgage Loan without having obtained payment in full of the indebtedness secured thereby. No provision
of this Section 4.12 requiring the Fidelity Bond or errors and omissions insurance shall diminish or relieve the Company from its
duties and obligations as set forth in this Agreement. The minimum coverage under any such bond and insurance policy shall be at
least equal to the corresponding amounts required by Fannie Mae in the Fannie Mae Guides. Upon request by the Purchaser, the Company
shall deliver to the Purchaser a certificate from the surety and the insurer as to the existence of the Fidelity Bond and errors and
omissions insurance policy and shall obtain a statement from the surety and the insurer that such Fidelity Bond or insurance policy
shall in no event be terminated or materially modified without thirty (30) days' prior written notice to the Purchaser. The Company
shall notify the Purchaser within five (5) business days of receipt of notice that such Fidelity Bond or insurance policy will be, or
has been, materially modified or terminated. The Purchaser (or any party having the status of Purchaser hereunder) and any
subsidiary thereof and their successors or assigns as their interests may appear must be named as loss payees on the Fidelity Bond
and as additional insured on the errors and omissions policy. Upon request by Purchaser, Company shall provide Purchaser with an
insurance certificate certifying coverage under this Section 4.12, and will provide an update to such certificate upon request, or
upon renewal or material modification of coverage.
Section 4.13 Title, Management and Disposition of REO Property.
In the event that title to the Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or
certificate of sale shall be taken in the name of the Purchaser or its designee, or in the event the Purchaser or its designee is not
authorized or permitted to hold title to real property in the state where the REO Property is located, or would be adversely affected
under the "doing business" or tax laws of such state by so holding title, the deed or certificate of sale shall be taken in the name
of such Person or Persons as shall be consistent with an opinion of counsel obtained by the Company from an attorney duly licensed to
practice law in the state where the REO Property is located. Any Person or Persons holding such title other than the Purchaser shall
acknowledge in writing that such title is being held as nominee for the benefit of the Purchaser.
The Company shall notify the Purchaser in accordance with the Fannie Mae Guides of each acquisition of REO Property upon
such acquisition (and, in any event, shall provide notice of the consummation of any foreclosure sale within three (3) Business Days
of the date Company receives notice of such consummation), together with a copy of the drive by appraisal or brokers price opinion of
the Mortgaged Property obtained in connection with such acquisition, and thereafter assume the responsibility for marketing such REO
property in accordance with Accepted Servicing Practices. Thereafter, the Company shall continue to provide certain administrative
services to the Purchaser relating to such REO Property as set forth in this Section 4.13. No Servicing Fee shall be assessed or
otherwise accrue on any REO Property from and after the date on which it becomes an REO Property.
The Company shall, either itself or through an agent selected by the Company, and in accordance with the Fannie Mae Guides
manage, conserve, protect and operate each REO Property in the same manner that it manages, conserves, protects and operates other
foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is
managed. The Company shall cause each REO Property to be inspected promptly upon the acquisition of title thereto and shall cause
each REO Property to be inspected at least monthly thereafter or more frequently as required by the circumstances. The Company shall
make or cause to be made a written report of each such inspection. Such reports shall be retained in the Mortgage File and copies
thereof shall be forwarded by the Company to the Purchaser.
The Company shall use its best efforts to dispose of the REO Property as soon as possible and shall sell such REO Property
in any event within one year after title has been taken to such REO Property, unless the Company determines, and gives an appropriate
notice to the Purchaser to such effect, that a longer period is necessary for the orderly liquidation of such REO Property. If a
longer period than one (1) year is permitted under the foregoing sentence and is necessary to sell any REO Property, the Company
shall report monthly to the Purchaser as to the progress being made in selling such REO Property. No REO Property shall be marketed
for less than the Appraised Value, without the prior consent of Purchaser. No REO Property shall be sold for less than ninety five
percent (95%) of its Appraised Value, without the prior consent of Purchaser. All requests for reimbursement of Servicing Advances
shall be in accordance with the Fannie Mae Guides. The disposition of REO Property shall be carried out by the Company at such
price, and upon such terms and conditions, as the Company deems to be in the best interests of the Purchaser (subject to the above
conditions) only with the prior written consent of the Purchaser. Company shall provide monthly reports to Purchaser in reference to
the status of the marketing of the REO Properties.
Notwithstanding anything to the contrary contained herein, the Purchaser may, at the Purchaser's sole option, terminate the
Company as servicer of any such REO Property without payment of any termination fee with respect thereto, provided that the Company
shall on the date said termination takes effect be reimbursed for any unreimbursed advances of the Company's funds made pursuant to
Section 5.03 and any unreimbursed Servicing Advances and Servicing Fees in each case relating to the Mortgage Loan underlying such
REO Property notwithstanding anything to the contrary set forth in Section 4.05. In the event of any such termination, the
provisions of Section 11.01 hereof shall apply to said termination and the transfer of servicing responsibilities with respect to
such REO Property to the Purchaser or its designee. Within five (5) Business Days of any such termination, the Company shall, if
necessary convey such property to the Purchaser and shall further provide the Purchaser with the following information regarding the
subject REO Property: the related drive by appraisal or brokers price opinion, and copies of any related Mortgage Impairment
Insurance Policy claims. In addition, within five (5) Business Days, the Company shall provide the Purchaser with the following
information regarding the subject REO Property: the related trustee's deed upon sale and copies of any related hazard insurance
claims, or repair bids.
Section 4.14 Notification of Maturity Date.
With respect to each Mortgage Loan, the Company shall execute and deliver to the Mortgagor any and all necessary notices
required under applicable law and the terms of the related Mortgage Note and Mortgage regarding the maturity date if required under
applicable law.
ARTICLE V
PAYMENTS TO THE PURCHASER
Section 5.01 Distributions.
On each Remittance Date, the Company shall distribute by wire transfer of immediately available funds to the Purchaser (i)
all amounts credited to the Custodial Account as of the close of business on the preceding Determination Date, net of charges against
or withdrawals from the Custodial Account pursuant to Section 4.05, plus (ii) all Monthly Advances, if any, which the Company is
obligated to distribute pursuant to Section 5.03, plus, (iii) interest at the Mortgage Loan Remittance Rate on any Principal
Prepayment from the date of such Principal Prepayment through the end of the month for which disbursement is made provided that the
Company's obligation as to payment of such interest shall be limited to the Servicing Fee earned during the month of the
distribution, minus (iv) any amounts attributable to Monthly Payments collected but due on a Due Date or Dates subsequent to the
preceding Determination Date, which amounts shall be remitted on the Remittance Date next succeeding the Due Period for such
amounts. It is understood that, by operation of Section 4.04, the remittance on the first Remittance Date with respect to Mortgage
Loans purchased pursuant to the related Term Sheet is to include principal collected after the Cut-off Date through the preceding
Determination Date plus interest, adjusted to the Mortgage Loan Remittance Rate collected through such Determination Date exclusive
of any portion thereof allocable to the period prior to the Cut-off Date, with the adjustments specified in clauses (ii), (iii) and
(iv) above.
With respect to any remittance received by the Purchaser after the Remittance Date, the Company shall pay to the Purchaser
interest on any such late payment at an annual rate equal to the Prime Rate, adjusted as of the date of each change plus two (2)
percentage points, but in no event greater than the maximum amount permitted by applicable law. Such interest shall cover the period
commencing with the day following the Business Day such payment was due and ending with the Business Day on which such payment is
made to the Purchaser, both inclusive. The payment by the Company of any such interest shall not be deemed an extension of time for
payment or a waiver of any Event of Default by the Company. On each Remittance Date, the Company shall provide a remittance report
detailing all amounts being remitted pursuant to this Section 5.01.
Section 5.02 Statements to the Purchaser.The Company shall furnish to Purchaser an individual loan accounting report, as of the last Business Day of each month, in
the Company's assigned loan number order to document Mortgage Loan payment activity on an individual Mortgage Loan basis. With
respect to each month, the corresponding individual loan accounting report shall be received by the Purchaser no later than the tenth
calendar day of the following month on a disk or tape or other computer-readable format in such format as may be mutually agreed upon
by both Purchaser and Company, and no later than the fifth Business Day of the following month in hard copy, and shall contain the
following:
(i) With respect to each Monthly Payment, the amount of such remittance allocable to principal (including a separate
breakdown of any Principal Prepayment, including the date of such prepayment, and any prepayment penalties or premiums, along with a
detailed report of interest on principal prepayment amounts remitted in accordance with Section 4.04);
(ii) with respect to each Monthly Payment, the amount of such remittance allocable to interest;
(iii) the amount of servicing compensation received by the Company during the prior distribution period;
(iv) the aggregate Stated Principal Balance of the Mortgage Loans;
(v) the aggregate of any expenses reimbursed to the Company during the prior distribution period pursuant to Section 4.05;
(vi) The number and aggregate outstanding principal balances of Mortgage Loans (a) delinquent (1) 30 to 59 days, (2) 60 to
89 days, (3) 90 days or more; (b) as to which foreclosure has commenced; and (c) as to which REO Property has been acquired; and
The Company shall also provide a trial balance, sorted in Purchaser's assigned loan number order, in the form of Exhibit E
hereto, with each such Report.
The Company shall prepare and file any and all information statements or other filings required to be delivered to any
governmental taxing authority or to Purchaser pursuant to any applicable law with respect to the Mortgage Loans and the transactions
contemplated hereby. In addition, the Company shall provide Purchaser with such information concerning the Mortgage Loans as is
necessary for Purchaser to prepare its federal income tax return as Purchaser may reasonably request from time to time.
In addition, not more than sixty (60) days after the end of each calendar year, the Company shall furnish to each Person who
was a Purchaser at any time during such calendar year an annual statement in accordance with the requirements of applicable federal
income tax law as to the aggregate of remittances for the applicable portion of such year.
Section 5.03 Monthly Advances by the Company.
Not later than the close of business on the Business Day preceding each Remittance Date, the Company shall deposit
in the Custodial Account an amount equal to all payments not previously advanced by the Company, whether or not deferred pursuant to
Section 4.01, of principal (due after the Cut-off Date) and interest not allocable to the period prior to the Cut-off Date, adjusted
to the Mortgage Loan Remittance Rate, which were due on a Mortgage Loan and delinquent at the close of business on the related
Determination Date; provided, however, that the Company may use the Amount Held for Future Distribution (as defined below) then on
deposit in the Custodial Account to make such Monthly Advances. The Company shall deposit any portion of the Amount Held for Future
Distribution used to pay Monthly Advances into the Custodial Account on any future Remittance Date to the extent that the funds that
are available in the Custodial Account for remittance to the Purchaser on such Remittance Date are less than the amount of payments
required to be made to the Purchaser on such Remittance Date.
The "Amount Held for Future Distribution" as to any Remittance Date shall be the total of the amounts held in the Custodial
Account at the close of business on the preceding Determination Date which were received after the Cut-off Date on account of (i)
Liquidation Proceeds, Insurance Proceeds, and Principal Prepayments received or made in the month of such Remittance Date, and (ii)
payments which represent early receipt of scheduled payments of principal and interest due on a date or dates subsequent to the
related Due Date.
The Company's obligation to make such Monthly Advances as to any Mortgage Loan will continue through the last Monthly
Payment due prior to the payment in full of the Mortgage Loan, or through the Remittance Date prior to the date on which the
Mortgaged Property liquidates (including Insurance Proceeds, proceeds from the sale of REO Property or Condemnation Proceeds) with
respect to the Mortgage Loan unless the Company deems such advance to be nonrecoverable. In such event, the Company shall deliver to
the Purchaser an Officer's Certificate of the Company to the effect that an officer of the Company has reviewed the related Mortgage
File and has made the reasonable determination that any additional advances are nonrecoverable.
Section 5.04 Liquidation Reports.
Upon the foreclosure sale of any Mortgaged Property or the acquisition thereof by the Purchaser pursuant to a deed-in-lieu
of foreclosure, the Company shall submit to the Purchaser a liquidation report with respect to such Mortgaged Property in a form
mutually acceptable to Company and Purchaser. The Company shall also provide reports on the status of REO Property containing such
information as Purchaser may reasonably require.
ARTICLE VI
GENERAL SERVICING PROCEDURES
Section 6.01 Assumption Agreements.The Company will, to the extent it has actual knowledge of any conveyance or prospective conveyance by any Mortgagor of the
Mortgaged Property (whether by absolute conveyance or by contract of sale, and whether or not the Mortgagor remains or is to remain
liable under the Mortgage Note and/or the Mortgage), exercise its rights to accelerate the maturity of such Mortgage Loan under any
"due-on-sale" clause to the extent permitted by law; provided, however, that the Company shall not exercise any such rights if
prohibited by law or the terms of the Mortgage Note from doing so or if the exercise of such rights would impair or threaten to
impair any recovery under the related Primary Mortgage Insurance Policy or Lender Primary Mortgage Insurance Policy, if any. If the
Company reasonably believes it is unable under applicable law to enforce such "due-on-sale" clause, the Company will enter into an
assumption agreement with the person to whom the Mortgaged Property has been conveyed or is proposed to be conveyed, pursuant to
which such person becomes liable under the Mortgage Note and, to the extent permitted by applicable state law, the Mortgagor remains
liable thereon. Where an assumption is allowed pursuant to this Section 6.01, the Company, with the prior consent of the Purchaser
and the primary mortgage insurer, if any, is authorized to enter into a substitution of liability agreement with the person to whom
the Mortgaged Property has been conveyed or is proposed to be conveyed pursuant to which the original mortgagor is released from
liability and such Person is substituted as mortgagor and becomes liable under the related Mortgage Note. Any such substitution of
liability agreement shall be in lieu of an assumption agreement.
In connection with any such assumption or substitution of liability, the Company shall follow the underwriting practices and
procedures of the Company. With respect to an assumption or substitution of liability, the Mortgage Interest Rate borne by the
related Mortgage Note, the amount of the Monthly Payment and the maturity date may not be changed (except pursuant to the terms of
the Mortgage Note). If the credit of the proposed transferee does not meet such underwriting criteria, the Company diligently shall,
to the extent permitted by the Mortgage or the Mortgage Note and by applicable law, accelerate the maturity of the Mortgage Loan.
The Company shall notify the Purchaser that any such substitution of liability or assumption agreement has been completed by
forwarding to the Purchaser the original of any such substitution of liability or assumption agreement, which document shall be added
to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other
documents and instruments constituting a part thereof. All fees collected by the Company for entering into an assumption or
substitution of liability agreement shall belong to the Company.
Notwithstanding the foregoing paragraphs of this Section or any other provision of this Agreement, the Company shall not be
deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by
operation of law or any assumption which the Company may be restricted by law from preventing, for any reason whatsoever. For
purposes of this Section 6.01, the term "assumption" is deemed to also include a sale of the Mortgaged Property subject to the
Mortgage that is not accompanied by an assumption or substitution of liability agreement.
Section 6.02 Satisfaction of Mortgages and Release of Mortgage Files.
Upon the payment in full of any Mortgage Loan, or the receipt by the Company of a notification that payment in full will be
escrowed in a manner customary for such purposes, the Company will immediately notify the Purchaser by a certification, which
certification shall include a statement to the effect that all amounts received or to be received in connection with such payment
which are required to be deposited in the Custodial Account pursuant to Section 4.04 have been or will be so deposited, of a
Servicing Officer and shall request delivery to it of the portion of the Mortgage File held by the Purchaser. The Purchaser shall no
later than five (5) Business Days after receipt of such certification and request, release or cause to be released to the Company,
the related Mortgage Loan Documents and, upon its receipt of such documents, the Company shall promptly prepare and deliver to the
Purchaser the requisite satisfaction or release. No later than five (5) Business Days following its receipt of such satisfaction or
release, the Purchaser shall deliver, or cause to be delivered, to the Company the release or satisfaction properly executed by the
owner of record of the applicable mortgage or its duly appointed attorney in fact. No expense incurred in connection with any
instrument of satisfaction or deed of reconveyance shall be chargeable to the Custodial Account.
In the event the Company satisfies or releases a Mortgage without having obtained payment in full of the indebtedness
secured by the Mortgage or should it otherwise prejudice any right the Purchaser may have under the mortgage instruments, the
Company, upon written demand, shall remit within two (2) Business Days to the Purchaser the then outstanding principal balance of the
related Mortgage Loan by deposit thereof in the Custodial Account. The Company shall maintain the Fidelity Bond and errors and
omissions insurance insuring the Company against any loss it may sustain with respect to any Mortgage Loan not satisfied in
accordance with the procedures set forth herein.
From time to time and as appropriate for the servicing or foreclosure of the Mortgage Loan, including for the purpose of
collection under any Primary Mortgage Insurance Policy or Lender Primary Mortgage Insurance Policy, the Purchaser shall, upon request
of the Company and delivery to the Purchaser of a servicing receipt signed by a Servicing Officer, release the portion of the
Mortgage File held by the Purchaser to the Company. Such servicing receipt shall obligate the Company to return the related Mortgage
documents to the Purchaser when the need therefor by the Company no longer exists, unless the Mortgage Loan has been liquidated and
the Liquidation Proceeds relating to the Mortgage Loan have been deposited in the Custodial Account or the Mortgage File or such
document has been delivered to an attorney, or to a public trustee or other public official as required by law, for purposes of
initiating or pursuing legal action or other proceedings for the foreclosure of the Mortgaged Property either judicially or
non-judicially, and the Company has delivered to the Purchaser a certificate of a Servicing Officer certifying as to the name and
address of the Person to which such Mortgage File or such document was delivered and the purpose or purposes of such delivery. Upon
receipt of a certificate of a Servicing Officer stating that such Mortgage Loan was liquidated, the servicing receipt shall be
released by the Purchaser to the Company.
Section 6.03 Servicing Compensation.
As compensation for its services hereunder, the Company shall be entitled to withdraw from the Custodial Account (to the
extent of interest payments collected on the Mortgage Loans) or to retain from interest payments collected on the Mortgage Loans, the
amounts provided for as the Company's Servicing Fee, subject to payment of compensating interest on Principal Prepayments as capped
by the Servicing Fee pursuant to Section 5.01 (iii). Additional servicing compensation in the form of assumption fees, as provided
in Section 6.01, and late payment charges or otherwise shall be retained by the Company to the extent not required to be deposited in
the Custodial Account. No Servicing Fee shall be payable in connection with partial Monthly Payments. The Company shall be required
to pay all expenses incurred by it in connection with its servicing activities hereunder and shall not be entitled to reimbursement
therefor except as specifically provided for.
Section 6.04 Annual Statement as to Compliance.The Company will deliver to the Purchaser and the Master Servicer not later February 28 of each year beginning in February
2005, an Officers' Certificate stating, as to each signatory thereof, that (i) a review of the activities of the Company during the
preceding calendar year and of performance under this Agreement has been made under such officers' supervision, and (ii) to the best
of such officers' knowledge, based on such review, the Company has fulfilled all of its obligations under this Agreement throughout
such year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such
officers and the nature and status of cure provisions thereof. Copies of such statement shall be provided by the Company to the
Purchaser upon request.
Section 6.05 Annual Independent Certified PublicAccountants' Servicing Report.
On or before February 28 of each year beginning February 28, 2005the Company at its expense shall cause a firm of
independent public accountants which is a member of the American Institute of Certified Public Accountants to furnish a statement to
the Purchaser to the effect that such firm has examined certain documents and records relating to the Company's servicing of mortgage
loans of the same type as the Mortgage Loans pursuant to servicing agreements substantially similar to this Agreement, which
agreements may include this Agreement, and that, on the basis of such an examination, conducted substantially in the uniform single
audit program for mortgage bankers, such firm is of the opinion that the Company's servicing has been conducted in compliance with
the agreements examined pursuant to this Section 6.05, except for (i) such exceptions as such firm shall believe to be immaterial,
and (ii) such other exceptions as shall be set forth in such statement. Copies of such statement shall be provided by the Company to
the Purchaser and the Master Servicer. In addition, on an annual basis, Company shall provided Purchaser with copies of its audited
financial statements.
Section 6.06 Purchaser's Right to Examine Company Records.
The Purchaser shall have the right to examine and audit at its expense upon reasonable notice to the Company, during
business hours or at such other times as might be reasonable under applicable circumstances, any and all of the books, records,
documentation or other information of the Company, or held by another for the Company or on its behalf or otherwise, which relates to
the performance or observance by the Company of the terms, covenants or conditions of this Agreement.
The Company shall provide to the Purchaser and any supervisory agents or examiners representing a state or federal
governmental agency having jurisdiction over the Purchaser, including but not limited to OTS, FDIC and other similar entities, access
to any documentation regarding the Mortgage Loans in the possession of the Company which may be required by any applicable
regulations. Such access shall be afforded without charge, upon reasonable request, during normal business hours and at the offices
of the Company, and in accordance with the federal government, FDIC, OTS, or any other similar regulations.
Section 6.07 Annual Certification.
(a) For so long as the Mortgage Loans are being master serviced by the Master Servicer, by February 28th of each year (or if not
a Business Day, the immediately preceding Business Day), or at any other time upon thirty (30) days written request, an officer of
the Company shall execute and deliver an Officer's Certificate to the Purchaser and the Master Servicer for the benefit of the
Purchaser and the Master Servicer and their officers, directors and affiliates, certifying as to the following matters:
(i) Based on my knowledge, the information in the Annual Statement of Compliance, the Annual Independent Public
Accountant's Servicing Report and all servicing reports, officer's certificates and other information
relating to the servicing of the Mortgage Loans submitted to the Master Servicer taken as a whole,
does not contain any untrue statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such statements were made, not
misleading as of the date of this certification;
(ii) The servicing information required to be provided to the Master Servicer by the Company under this
Agreement has been provided to the Master Servicer;
(iii) I am responsible for reviewing the activities performed by the Company under the Agreement and based
upon the review required by this Agreement, and except as disclosed in the Annual Statement of
Compliance or the Annual Independent Public Accountant's Servicing Report submitted to the Master
Servicer, the Company has, as of the date of this certification fulfilled its obligations under this
Agreement; and
(iv) I have disclosed to the Master Servicer all significant deficiencies relating to the Company's compliance
with the minimum servicing standards in accordance with a review conducted in compliance with the Uniform
Single Attestation Program for Mortgage Bankers or similar standard as set forth in the Agreement.
(b) The Company shall indemnify and hold harmless the Purchaser and Master Servicer and their officers, directors,
agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related
costs, judgments and other costs and expenses arising out of or based upon a breach by the Company or any of its officers,
directors, agents or affiliates of its obligations under this Section 6.07 or the negligence, bad faith or willful
misconduct of the Company in connection therewith. If the indemnification provided for herein is unavailable or insufficient
to hold harmless the Purchaser or Master Servicer, then the Company agrees that it shall contribute to the amount paid or
payable by the Purchaser or Master Servicer as a result of the losses, claims, damages or liabilities of the Purchaser or
Master Servicer in such proportion as is appropriate to reflect the relative fault of the Purchaser or Master Servicer on
the one hand and the Company on the other in connection with a breach of the Company's obligations under this Section 6.07
or the Company's negligence, bad faith or willful misconduct in connection therewith.
ARTICLE VII
REPORTS TO BE PREPARED BY SERVICER
Section 7.01 Company Shall Provide Information as Reasonably Required.The Company shall furnish to the Purchaser during the term of this Agreement, such periodic, special or other reports,
information or documentation, whether or not provided for herein, as shall be necessary, reasonable or appropriate in respect to the
Purchaser, or otherwise in respect to the Mortgage Loans and the performance of the Company under this Agreement, including any
reports, information or documentation reasonably required to comply with any regulations regarding any supervisory agents or
examiners of the Purchaser all such reports or information to be as provided by and in accordance with such applicable instructions
and directions as the Purchaser may reasonably request in relation to this Agreement or the performance of the Company under this
Agreement. The Company agrees to execute and deliver all such instruments and take all such action as the Purchaser, from time to
time, may reasonably request in order to effectuate the purpose and to carry out the terms of this Agreement.
In connection with marketing the Mortgage Loans, the Purchaser may make available to a prospective purchaser audited
financial statements of the Company for the most recently completed two (2) fiscal years for which such statements are available, as
well as a Consolidated Statement of Condition at the end of the last two (2) fiscal years covered by any Consolidated Statement of
Operations. If it has not already done so, the Company shall furnish promptly to the Purchaser or a prospective purchaser copies of
the statements specified above.
The Company shall make reasonably available to the Purchaser or any prospective Purchaser a knowledgeable financial or
accounting officer for the purpose of answering questions and to permit any prospective purchaser to inspect the Company's servicing
facilities for the purpose of satisfying such prospective purchaser that the Company has the ability to service the Mortgage Loans as
provided in this Agreement.
ARTICLE VIII
THE SERVICERSection 8.01 Indemnification; Third Party Claims.The Company agrees to indemnify the Purchaser and hold it harmless against any and all claims, losses, damages, penalties,
fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Purchaser may sustain in
any way related to the failure of the Company to observe and perform its duties, obligations, covenants, and agreements to service
the Mortgage Loans in compliance with the terms of this Agreement. The Company agrees to indemnify the Purchaser and hold it
harmless against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any
other costs, fees and expenses that the Purchaser may sustain in any way related to the breach of a representation or warranty set
forth in Sections 3.01 or 3.02 of this Agreement. The Company shall immediately notify the Purchaser if a claim is made by a third
party against Company with respect to this Agreement or the Mortgage Loans, assume (with the consent of the Purchaser) the defense of
any such claim and pay all expenses in connection therewith, including counsel fees, whether or not such claim is settled prior to
judgment, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or the Purchaser in respect
of such claim. The Company shall follow any written instructions received from the Purchaser in connection with such claim. The
Purchaser shall promptly reimburse the Company for all amounts advanced by it pursuant to the two preceding sentences except when the
claim relates to the failure of the Company to service and administer the Mortgages in compliance with the terms of this Agreement,
the breach of representation or warranty set forth in Sections 3.01 or 3.02, or the gross negligence, bad faith or willful misconduct
of Company. The provisions of this Section 8.01 shall survive termination of this Agreement. Nothing herein shall be construed to
impose any liability on the Company in the event it has, in good faith, complied with any instructions of Purchaser, which
instructions are contrary to the terms and provisions of this agreement.
Section 8.02 Merger or Consolidation of the Company.The Company will keep in full effect its existence, rights and franchises as a corporation under the laws of the state of
its incorporation except as permitted herein, and will obtain and preserve its qualification to do business as a foreign corporation
in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this
Agreement, or any of the Mortgage Loans and to perform its duties under this Agreement.
Any Person into which the Company may be merged or consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Company shall be a party, or any Person succeeding to the business of the Company whether or not related
to loan servicing, shall be the successor of the Company hereunder, without the execution or filing of any paper or any further act
on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that the successor or
surviving Person, or the parent company of such successor or surviving Person, shall be an institution (i) having a GAAP net worth
not less than $25,000,000, (ii) which is a HUD-approved mortgagee whose primary business is in origination and servicing of first
lien mortgage loans, and (iii) who is a Fannie Mae or FHLMC approved seller/servicer in good standing; provided, however, that if
such successor or surviving Person does not have a GAAP net worth of at least $25,000,000, the parent company of such successor or
surviving Person shall act as guarantor with respect to such successor's obligations under this Agreement.
Section 8.03 Limitation on Liability of the Company and Others.
Neither the Company nor any of the officers, employees or agents of the Company shall be under any liability to the
Purchaser for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for
errors in judgment made in good faith; provided, however, that this provision shall not protect the Company or any such person
against any breach of warranties or representations made herein, or failure to perform its obligations in compliance with any
standard of care set forth in this Agreement, or any liability which would otherwise be imposed by reason of negligence, bad faith or
willful misconduct, or any breach of the terms and conditions of this Agreement. The Company and any officer, employee or agent of
the Company may rely in good faith on any document of any kind prima facie properly executed and submitted by the Purchaser
respecting any matters arising hereunder. The Company shall not be under any obligation to appear in, prosecute or defend any legal
action which is not incidental to its duties to service the Mortgage Loans in accordance with this Agreement and which in its
reasonable opinion may involve it in any expenses or liability; provided, however, that the Company may, with the consent of the
Purchaser, undertake any such action which it may deem necessary or desirable in respect to this Agreement and the rights and duties
of the parties hereto. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom
shall be expenses, costs and liabilities for which the Purchaser will be liable, and the Company shall be entitled to be reimbursed
therefor from the Purchaser upon written demand.
Section 8.04 Company Not to Assign or Resign.The Company shall not assign this Agreement or resign from the obligations and duties hereby imposed on it except by mutual
consent of the Company and the Purchaser or upon the determination that its duties hereunder are no longer permissible under
applicable law and such incapacity cannot be cured by the Company. Any such determination permitting the resignation of the Company
shall be evidenced by an Opinion of Counsel to such effect delivered to the Purchaser which Opinion of Counsel shall be in form and
substance acceptable to the Purchaser. No such resignation shall become effective until a successor shall have assumed the Company's
responsibilities and obligations hereunder in the manner provided in Section 11.01.
Section 8.05 No Transfer of Servicing.
With respect to the retention of the Company to service the Mortgage Loans hereunder, the Company acknowledges that the
Purchaser has acted in reliance upon the Company's independent status, the adequacy of its servicing facilities, plan, personnel,
records and procedures, its integrity, reputation and financial standing and the continuance thereof. Without in any way limiting
the generality of this Section, the Company shall not either assign this Agreement or the servicing hereunder or delegate its rights
or duties hereunder or any portion thereof, or sell or otherwise dispose of all or substantially all of its property or assets, other
than in the normal course of business, without the prior written approval of the Purchaser, which consent shall not be unreasonably
withheld; provided that the Company may assign the Agreement and the servicing hereunder without the consent of Purchaser to an
affiliate of the Company to which all servicing of the Company is assigned so long as (i) such affiliate is a Fannie Mae and Freddie
Mac approved servicer and (ii) if it is intended that such affiliate be spun off to the shareholders of the Company, such affiliate
have a GAAP net worth of at least $25,000,000 and (iii) such affiliate shall deliver to the Purchaser a certification pursuant to
which such affiliate shall agree to be bound by the terms and conditions of this Agreement and shall certify that such affiliate is a
Fannie Mae and Freddie Mac approved servicer in good standing..
Without in any way limiting the generality of this Section 8.05, in the event that the Company either shall assign this
Agreement or the servicing responsibilities hereunder or delegate its duties hereunder or any portion thereof without (i) satisfying
the requirements set forth herein or (ii) the prior written consent of the Purchaser, then the Purchaser shall have the right to
terminate this Agreement, without any payment of any penalty or damages and without any liability whatsoever to the Company (other
than with respect to accrued but unpaid Servicing Fees and Servicing Advances remaining unpaid) or any third party.
ARTICLE IX
DEFAULT
Section 9.01 Events of Default.
In case one or more of the following Events of Default by the Company shall occur and be continuing, that is to say:
(i) any failure by the Company to remit to the Purchaser any payment required to be made under the terms of this Agreement
which continues unremedied for a period of one (1) Business Day; or
(ii) failure on the part of the Company duly to observe or perform in any material respect any other of the covenants or
agreements on the part of the Company set forth in this Agreement which continues unremedied for a period of thirty (30) days after
the date on which written notice of such failure shall have been given to the Company by the Purchaser, and the remedial period
provided for herein has expired; or
(iii) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a
conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or
similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Company and such decree
or order shall have remained in force undischarged or unstayed for a period of sixty (60) days; or
(iv) the Company shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy,
readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Company or of or relating to
all or substantially all of its property; or
(v) the Company shall admit in writing its inability to pay its debts generally as they become due, file a petition to take
advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily
suspend payment of its obligations; or
(vi) Company ceases to be approved by either Fannie Mae or FHLMC as a mortgage loan seller or servicer for more than thirty
(30) days; or
(vii) the Company attempts to assign its right to servicing compensation hereunder or the Company attempts, without the
consent of the Purchaser, to sell or otherwise dispose of all or substantially all of its property or assets or to assign this
Agreement or the servicing responsibilities hereunder or to delegate its duties hereunder or any portion thereof; or
(viii) the Company ceases to be (a) licensed to service first lien residential mortgage loans in any jurisdiction in which
a Mortgaged Property is located and such licensing is required, and (b) qualified to transact business in any jurisdiction where it
is currently so qualified, but only to the extent such non-qualification materially and adversely affects the Company's ability to
perform its obligations hereunder; or
(ix) the Company fails to meet the eligibility criteria set forth in the last sentence of Section 8.02; or
(x) failure by the Company to duly perform, within the required time period, its obligations under Section 6.04, 6.05 or
6.07, which failure continues unremedied for a period of fifteen (15) days after the date on which written notice of such failure,
requiring the same to be remedied, shall have been given to the Company by any party to this Agreement or by the Master Servicer.
Then, and in each and every such case, so long as an Event of Default shall not have been remedied, the Purchaser, by notice
in writing to the Company (except in the case of an Event of Default under clauses (iii), (iv) or (v) above, in which case,
automatically and without notice) Company may, in addition to whatever rights the Purchaser may have under Sections 3.03 and 8.01 and
at law or equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the
Company under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Company for the
same. On or after the receipt by the Company of such written notice (or, in the case of an Event of Default under clauses (iii),
(iv) or (v) above, in which case, automatically and without notice), all authority and power of the Company under this Agreement,
whether with respect to the Mortgage Loans or otherwise, shall pass to and be vested in the successor appointed pursuant to Section
11.01. Upon written request from the Purchaser, the Company shall prepare, execute and deliver, any and all documents and other
instruments, place in such successor's possession all Mortgage Files, and do or accomplish all other acts or things necessary or
appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of
the Mortgage Loans and related documents, or otherwise, at the Company's sole expense. The Company agrees to cooperate with the
Purchaser and such successor in effecting the termination of the Company's responsibilities and rights hereunder, including, without
limitation, the transfer to such successor for administration by it of all cash amounts which shall at the time be credited by the
Company to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage Loans or any REO Property.
Section 9.02 Waiver of Defaults.
The Purchaser may waive only by written notice any default by the Company in the performance of its obligations hereunder
and its consequences. Upon any such waiver of a past default, such default shall cease to exist, and any Event of Default arising
therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent
or other default or impair any right consequent thereon except to the extent expressly so waived in writing.
ARTICLE X
TERMINATIONSection 10.01 Termination.
The respective obligations and responsibilities of the Company shall terminate upon: (i) the later of the final
payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan and the disposition of all remaining REO
Property and the remittance of all funds due hereunder; or (ii) by mutual consent of the Company and the Purchaser in writing; or
(iii) termination with cause under the terms of this Agreement; or (iv) at the Purchaser's option and upon written notice to the
Company, if any Mortgage Loan becomes 90 days or greater delinquent in payment of a scheduled Monthly Payment, but solely with
respect to such Mortgage Loan; or (v) at the Purchaser's option and upon written notice to the Company, if the sum of all Mortgage
Loans that are 90 days or greater delinquent in payment of a scheduled Monthly Payment, (including those Mortgage Loans subject to
bankruptcy, currently in foreclosure and any REO Properties), exceeds 7% of the aggregate total principal amount of all Mortgage
Loans serviced hereunder; provided, however, that the Purchaser shall not have the right to terminate the Company if such
delinquencies, bankruptcies and REO properties are resulting from acts beyond the Company's control, including, but not limited to,
acts of God, strikes, lockouts, riots, acts of war or terrorism, epidemics, nationalization, expropriation, currency restrictions,
communication line failures, power failures, earthquakes or other natural disasters. For termination in accordance with clause (iv)
of this subsection, the Company shall be deemed to have been terminated with cause and the provisions of Section 9.01 shall apply
with respect to such termination. For termination in accordance with clause (v) of this subsection, the Company shall remain as
"Company" under this Agreement, however servicing shall transfer to the Purchaser or its designee as subservicer for the Company, in
accordance with a subservicing agreement to be provided to the Company by the Purchaser, and the Purchaser shall be paid a
subservicing fee of 10 basis points for such subservicing. Simultaneously with any such termination and the transfer of servicing
hereunder, the Company shall be entitled to be reimbursed for any outstanding Servicing Advances and Monthly Advances.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Successor to the Company.
Prior to termination of Company's responsibilities and duties under this Agreement pursuant to Sections 4.13, 8.04, 9.01,
10.01 (ii) or (iii), the Purchaser shall (i) succeed to and assume all of the Company's responsibilities, rights, duties and
obligations under this Agreement, or (ii) appoint a successor having the characteristics set forth in Section 8.02 hereof and which
shall succeed to all rights and assume all of the responsibilities, duties and liabilities of the Company under this Agreement prior
to the termination of Company's responsibilities, duties and liabilities under this Agreement. In connection with such appointment
and assumption, the Purchaser may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as
the Purchaser and such successor shall agree. In the event that the Company's duties, responsibilities and liabilities under this
Agreement should be terminated pursuant to the aforementioned Sections, the Company shall discharge such duties and responsibilities
during the period from the date it acquires knowledge of such termination until the effective date thereof with the same degree of
diligence and prudence which it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair
or prejudice the rights or financial condition of its successor. The resignation or removal of Company pursuant to the
aforementioned Sections shall not become effective until a successor shall be appointed pursuant to this Section and shall in no
event relieve the Company of the representations and warranties made pursuant to Sections 3.01, 3.02 and 3.03 and the remedies
available to the Purchaser thereunder and under Section 8.01, it being understood and agreed that the provisions of such Sections
3.01, 3.02, 3.03 and 8.01 shall be applicable to the Company notwithstanding any such resignation or termination of the Company, or
the termination of this Agreement.
Any successor appointed as provided herein shall execute, acknowledge and deliver to the Company and to the Purchaser an
instrument accepting such appointment, whereupon such successor shall become fully vested with all the rights, powers, duties,
responsibilities, obligations and liabilities of the Company, with like effect as if originally named as a party to this Agreement.
Any termination or resignation of the Company or this Agreement pursuant to Section 4.13, 8.04, 9.01 or 10.01 shall not affect any
claims that the Purchaser may have against the Company arising prior to any such termination or resignation.
The Company shall promptly deliver to the successor the funds in the Custodial Account and the Escrow Account and the
Mortgage Files and related documents and statements held by it hereunder and the Company shall account for all funds. The Company
shall execute and deliver such instruments and do such other things all as may reasonably be required to more fully and definitely
vest and confirm in the successor all such rights, powers, duties, responsibilities, obligations and liabilities of the Company.
Within ten (10) Business Days of the execution and delivery of such instruments, the successor shall reimburse the Company for
unrecovered Servicing Advances which the successor retains hereunder and which would otherwise have been recovered by the Company
pursuant to this Agreement but for the appointment of the successor servicer.
Upon a successor's acceptance of appointment as such, the Company shall notify by mail the Purchaser of such appointment.
Section 11.02 Amendment.
This Agreement may be amended from time to time by the Company and the Purchaser by written agreement signed by the Company
and the Purchaser.
Section 11.03 Recordation of Agreement.
To the extent permitted by applicable law, this Agreement is subject to recordation in all appropriate public offices for
real property records in all the counties or other comparable jurisdictions in which any of the properties subject to the Mortgages
are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Company at
the Company's expense on direction of the Purchaser accompanied by an opinion of counsel to the effect that such recordation
materially and beneficially affects the interest of the Purchaser or is necessary for the administration or servicing of the Mortgage
Loans.
Section 11.04 Governing Law.
This Agreement and the related Term Sheet shall be governed by and construed in accordance with the laws of the State of New
York except to the extent preempted by Federal law. The obligations, rights and remedies of the parties hereunder shall be
determined in accordance with such laws.
Section 11.05 Notices.
Any demands, notices or other communications permitted or required hereunder shall be in writing and shall be deemed
conclusively to have been given if personally delivered at or mailed by registered mail, postage prepaid, and return receipt
requested or certified mail, return receipt requested, or transmitted by telex, telegraph or telecopier and confirmed by a similar
mailed writing, as follows:
(i) if to the Company:
HomeBanc Mortgage Corporation
2002 Summit Boulevard, Suite 100
Atlanta, GA30319 Attention:
Debra F. Watkins, EVP Capital Markets & Treasury
Telecopier No.: (404) 705-2301
With a copy to:
HomeBanc Mortgage Corporation
2002 Summit Boulevard, Suite 100
Atlanta, GA30319
Attention: General Counsel
Telecopier No.: (404) 303-4069
(ii) if to the Purchaser:
EMC Mortgage Corporation
Mac Arthur Ridge II,
909 Hidden Ridge Drive, Suite 200
Irving, Texas75038
Attention: Ms. Raylene Ruyle
Telecopier No.:
With a copy to:
Bear Stearns Mortgage Capital Corporation
383 Madison Avenue
New York, New York10179
Attention: Michelle Sterling
or such other address as may hereafter be furnished to the other party by like notice. Any such demand, notice or communication
hereunder shall be deemed to have been received on the date delivered to or received at the premises of the addressee (as evidenced,
in the case of registered or certified mail, by the date noted on the return receipt).
Section 11.06 Severability of Provisions.
Any part, provision, representation or warranty of this Agreement and the related Term Sheet which is prohibited or which is
held to be void or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof. Any part, provision, representation or warranty of this Agreement which is prohibited or unenforceable
or is held to be void or unenforceable in any jurisdiction shall be ineffective, as to such jurisdiction, to the extent of such
prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in
any jurisdiction as to any Mortgage Loan shall not invalidate or render unenforceable such provision in any other jurisdiction. To
the extent permitted by applicable law, the parties hereto waive any provision of law that prohibits or renders void or unenforceable
any provision hereof. If the invalidity of any part, provision, representation or warranty of this Agreement shall deprive any party
of the economic benefit intended to be conferred by this Agreement, the parties shall negotiate, in good faith, to develop a
structure the economic effect of which is nearly as possible the same as the economic effect of this Agreement without regard to such
invalidity.
Section 11.07 Exhibits.
The exhibits to this Agreement are hereby incorporated and made a part hereof and are an integral part of this Agreement.
Section 11.08 General Interpretive Principles.
For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:
(i) the terms defined in this Agreement have the meanings assigned to them in this Agreement and include the
plural as well as the singular, and the use of any gender herein shall be deemed to include the other gender;
(ii) accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally
accepted accounting principles;
(iii) references herein to "Articles", "Sections", Subsections", "Paragraphs", and other subdivisions without reference to
a document are to designated Articles, Sections, Subsections, Paragraphs and other subdivisions of this Agreement;
(iv) a reference to a Subsection without further reference to a Section is a reference to such Subsection as contained in
the same Section in which the reference appears, and this rule shall also apply to Paragraphs and other subdivisions;
(v) the words "herein", "hereof ", "hereunder" and other words of similar import refer to this Agreement as a whole and
not to any particular provision;
(vi) the term "include" or "including" shall mean without limitation by reason of enumeration; and
(vii) headings of the Articles and Sections in this Agreement are for reference purposes only and shall not be deemed to
have any substantive effect.
Section 11.09 Reproduction of Documents.
This Agreement and all documents relating thereto, including, without limitation, (i) consents, waivers and modifications
which may hereafter be executed, (ii) documents received by any party at the closing, and (iii) financial statements, certificates
and other information previously or hereafter furnished, may be reproduced by any photographic, photostatic, microfilm, micro-card,
miniature photographic or other similar process. The parties agree that any such reproduction shall be admissible in evidence as the
original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such
reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or further reproduction of
such reproduction shall likewise be admissible in evidence.
Section 11.10 Confidentiality of Information.
Each party recognizes that, in connection with this Agreement, it may become privy to non-public information regarding the
financial condition, operations and prospects of the other party. Each party agrees to keep all non-public information regarding the
other party strictly confidential, and to use all such information solely in order to effectuate the purpose of the Agreement,
provided that each party may provide confidential information to its employees, agents and affiliates who have a need to know such
information in order to effectuate the transaction, provided further that such information is identified as confidential non-public
information. In addition, confidential information may be provided to a regulatory authority with supervisory power over Purchaser,
provided such information is identified as confidential non-public information.
Section 11.11 Recordation of Assignments of Mortgage.
For each Mortgage Loan that is not a MERS Mortgage Loan, to the extent permitted by applicable law, each of the Assignments
is subject to recordation in all appropriate public offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the Mortgaged Properties are situated, and in any other appropriate public recording office or
elsewhere, such recordation to be effected by and at the Company's expense in the event recordation is either necessary under
applicable law or requested by the Purchaser at its sole option.
Section 11.12 Assignment.
The Purchaser shall have the right, without the consent of the Company, to assign, in whole or in part, its interest under
this Agreement with respect to some or all of the Mortgage Loans, and designate any person to exercise any rights of the Purchaser
hereunder, by executing an Assignment and Assumption Agreement substantially in the form of Exhibit D hereto and the assignee or
designee shall accede to the rights and obligations hereunder of the Purchaser with respect to such Mortgage Loans. In no event
shall Purchaser sell a partial interest in any Mortgage Loan without the written consent of Company, which consent shall not be
unreasonably denied. All references to the Purchaser in this Agreement shall be deemed to include its assignee or designee. The
Company shall have the right, only with the consent of the Purchaser or otherwise in accordance with this Agreement, to assign, in
whole or in part, its interest under this Agreement with respect to some or all of the Mortgage Loans.
Section 11.13 No Partnership.
Nothing herein contained shall be deemed or construed to create a co-partnership or joint venture between the parties hereto
and the services of the Company shall be rendered as an independent contractor and not as agent for Purchaser.
Section 11.14 Execution: Successors and Assigns.
This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts,
each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same
agreement. Subject to this Agreement shall inure to the benefit of and be binding upon the Company and the Purchaser and their
respective successors and assigns.
Section 11.15 Entire Agreement.The Company acknowledges that no representations, agreements or promises were made to the Company by the Purchaser or any of
its employees other than those representations, agreements or promises specifically contained herein and in the Confirmation. The
Confirmation and this Agreement and the related Term Sheet sets forth the entire understanding between the parties hereto; provided,
however, only this Agreement and the related Term Sheet shall be binding upon all successors of both parties. In the event of any
inconsistency between the Confirmation and this Agreement, this Agreement and the related Term Sheet shall control.
Section 11.16. No Solicitation.
From and after the Closing Date, the Company agrees that it will not take any action or permit or cause any action to be
taken by any of its agents or affiliates, to personally, by telephone or mail, solicit the borrower or obligor under any Mortgage
Loan to refinance the Mortgage Loan, in whole or in part, without the prior written consent of the Purchaser. Notwithstanding the
foregoing, it is understood and agreed that (i) promotions undertaken by the Company or any affiliate of the Company which are
directed to the general public at large, or segments thereof, provided that no segment shall consist primarily of the Mortgage Loans,
including, without limitation, mass mailing based on commercially acquired mailing lists, newspaper, radio and television
advertisements and (ii) responses to unsolicited requests or inquiries made by a Mortgagor or an agent of a Mortgagor, shall not
constitute solicitation under this Section 11.16. This Section 11.16 shall not be deemed to preclude the Company or any of its
affiliates from soliciting any Mortgagor for any other financial products or services. The Company shall use its best efforts to
prevent the sale of the name of any Mortgagor to any Person who is not an affiliate of the Company, other than as permitted by law.
Section 11.17. Closing.
The closing for the purchase and sale of the Mortgage Loans shall take place on the related Closing Date. The closing shall
be either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the
parties shall agree.
The closing for the Mortgage Loans to be purchased on the related Closing Date shall be subject to each of the following
conditions:
(a) at least one (1) Business Day prior to the related Closing Date, the Company shall deliver to the Purchaser a
magnetic diskette, or transmit by modem, a listing on a loan-level basis of the information contained in the related Mortgage Loan
Schedule attached to the related Term Sheet;
(b) all of the representations and warranties of the Company under this Agreement shall be materially true and correct
as of the related Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a
material default under this Agreement;
(c) the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all documents
required pursuant to this Agreement, the related Term Sheet, an opinion of counsel and an officer's certificate, all in such forms as
are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to
the terms hereof;
(d) the Company shall have delivered and released to the Purchaser (or its designee) on or prior to the related Closing
Date all documents required pursuant to the terms of this Agreement and the related Term Sheet; and
(e) all other terms and conditions of this Agreement, the related Term Sheet and the Confirmation shall have been
materially complied with.
Subject to the foregoing conditions, the Purchaser shall pay to the Company on the related Closing Date the Purchase Price,
plus accrued interest pursuant to Section 2.02 of this Agreement, by wire transfer of immediately available funds to the account
designated by the Company.
Section 11.18. Cooperation of Company with a Reconstitution.
The Company and the Purchaser agree that with respect to some or all of the Mortgage Loans, on or after the related Closing
Date, on one or more dates (each a "Reconstitution Date") at the Purchaser's sole option, the Purchaser may effect a sale (each, a
"Reconstitution") of some or all of the Mortgage Loans then subject to this Agreement, without recourse, to:
(a) one or more third party purchasers in one or more in whole loan transfers (each, a "Whole Loan Transfer"); or
(b) one or more trusts or other entities to be formed as part of one or more pass-through transfers (each, a
"Pass-Through Transfer").
The Company agrees to execute in connection with any agreements among the Purchaser, the Company, and any servicer in
connection with a Whole Loan Transfer, an Assignment, Assumption and Recognition Agreement substantially in the form of Exhibit D
hereto, or, at Purchaser's request, a seller's warranties and servicing agreement or a participation and servicing agreement or
similar agreement in form and substance reasonably acceptable to the parties, and in connection with a Pass-Through Transfer, a
pooling and servicing agreement in form and substance reasonably acceptable to the parties, (collectively the agreements referred to
herein are designated, the "Reconstitution Agreements"). It is understood that any such Reconstitution Agreements will not contain
any greater obligations on the part of Company than are contained in this Agreement.
With respect to each Whole Loan Transfer and each Pass-Through Transfer entered into by the Purchaser, the Company agrees
(1) to cooperate fully with the Purchaser and any prospective purchaser with respect to all reasonable requests and due diligence
procedures; (2) to execute, deliver and perform all Reconstitution Agreements required by the Purchaser; (3) to restate the
representations and warranties set forth in this Agreement as of the settlement or closing date in connection with such
Reconstitution (each, a "Reconstitution Date"). In that connection, the Company shall provide to such servicer or issuer, as the
case may be, and any other participants in such Reconstitution: (i) any and all information (including servicing portfolio
information) and appropriate verification of information (including servicing portfolio information) which may be reasonably
available to the Company, whether through letters of its auditors and counsel or otherwise, as the Purchaser or any such other
participant shall request upon reasonable demand; and (ii) such additional representations, warranties, covenants, opinions of
counsel, letters from auditors, and certificates of public officials or officers of the Company as are reasonably agreed upon by the
Company and the Purchaser or any such other participant. In connection with each Pass-Through Transfer, the Company agrees to
provide reasonable and customary indemnification to the Purchaser and its affilates for disclosure contained in any offering document
relating to the Company or its affilates, the Mortgage Loans and the underwriting standards of the Mortgage Loans. The Purchaser
shall be responsible for the costs relating to the delivery of such information. All reasonable and customary costs, fees and
expenses incurred by Company pursuant to this provision shall be reimbursed to it and be deemed a condition precedent to its
execution of any Reconstitution Agreement(s).
All Mortgage Loans not sold or transferred pursuant to a Reconstitution shall remain subject to, and serviced in accordance
with the terms of, this Agreement and the related Term Sheet, and with respect thereto this Agreement and the related Term Sheet
shall remain in full force and effect.
IN WITNESS WHEREOF, the Company and the Purchaser have caused their names to be signed hereto by their respective officers
thereunto duly authorized as of the day and year first above written.
EMC MORTGAGE CORPORATION
Purchaser
By:________________________
Name:
Title:
HOMEBANC MORTGAGE CORPORATION
Company
By: _______________________
Name: Debra F. Watkins
Title: Executive Vice President
EXHIBIT A
CONTENTS OF MORTGAGE FILE
With respect to each Mortgage Loan, the Mortgage File shall include each of the following items, which shall be available
for inspection by the Purchaser, and which shall be retained by the Company in the Servicing File or delivered to the Purchaser or
its designee pursuant to Sections 2.04 and 2.05 of the Purchase, Warranties and Servicing Agreement.
1. The original Mortgage Note endorsed "Pay to the order of ____________________________________________________, without
recourse," and signed via original signature in the name of the Company by an authorized officer, with all intervening endorsements
showing a complete chain of title from the originator to the Company, together with any applicable riders. In no event may an
endorsement be a facsimile endorsement. If the Mortgage Loan was acquired by the Company in a merger, the endorsement must be by
"[Company], successor by merger to the [name of predecessor]". If the Mortgage Loan was acquired or originated by the Company while
doing business under another name, the endorsement must be by "[Company] formerly known as [previous name]". Mortgage Notes may be
in the form of a lost note affidavit subject to Purchaser acceptability.
2. Except as provided below and for each Mortgage Loan that is not a MERS Mortgage Loan, the original Mortgage with
evidence of recording thereon. If in connection with any Mortgage Loan that is not a MERS Mortgage Loan, the Company cannot deliver
or cause to be delivered the original Mortgage with evidence of recording thereon on or prior to the related Closing Date because of
a delay caused by the public recording office where such Mortgage has been delivered for recordation or because such Mortgage has
been lost or because such public recording office retains the original recorded Mortgage, the Company shall deliver or cause to be
delivered to the Purchaser a photocopy of such Mortgage together with (i) in the case of a delay caused by the public recording
office, an Officer's Certificate of the title insurer insuring the Mortgage stating that such Mortgage has been delivered to the
appropriate public recording office for recordation and that the original recorded Mortgage or a copy of such Mortgage certified by
such public recording office to be a true and complete copy of the original recorded Mortgage will be promptly delivered to the
Purchaser upon receipt thereof by the Company; or (ii) in the case of a Mortgage where a public recording office retains the original
recorded Mortgage or in the case where a Mortgage is lost after recordation in a public recording office, a copy of such Mortgage
with the recording information thereon certified by such public recording office to be a true and complete copy of the original
recorded Mortgage. With respect to each MERS Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage
Loans and either language indicating that the Mortgage Loan is a MOM Loan or if the Mortgage Loan was not a MOM Loan at origination,
the original Mortgage and the assignment thereof to MERS, with evidence of recording indicated thereon, or a copy of the Mortgage
certified by the public recording office in which such Mortgage has been recorded;
3. The original or certified copy, certified by the Company, of the Primary Mortgage Insurance Policy, if required.
4. In the case of each Mortgage Loan that is not a MERS Mortgage Loan, the original Assignment of Mortgage, from the
Company to "Mortgage Electronic Registration Systems, Inc., its successors and assigns, as nominee for EMC Mortgage Corporation, its
successors and assigns, P.O. Box 2026, Flint, Michigan48501-2026," or otherwise in accordance with Purchaser's instructions, which
assignment of mortgage shall, but for any blanks requested by Purchaser, be in form and substance acceptable for recording. If the
Mortgage Loan was acquired or originated by the Company while doing business under another name, the Assignment must be by "[Company]
formerly known as [previous name]". If the Mortgage Loan was acquired by the Company in a merger, the endorsement must be by
"[Company], successor by merger to the [name of predecessor]". None of the Assignments are blanket assignments of mortgage;
5. The original policy of title insurance, including riders and endorsements thereto, or if the policy has not yet been
issued, a written commitment or interim binder or preliminary report of title issued by the title insurance or escrow company.
6. In the case of each Mortgage Loan that is not a MERS Mortgage Loan, originals of all recorded intervening
Assignments, or copies thereof, certified by the public recording office in which such Assignments have been recorded showing a
complete chain of title from the originator to the Company, with evidence of recording thereon, or a copy thereof certified by the
public recording office in which such Assignment has been recorded or, if the original Assignment has not been returned from the
applicable public recording office, a true certified copy, certified by the Company.
7. Originals, or copies thereof certified by the public recording office in which such documents have been recorded, of
each assumption, extension, modification, written assurance or substitution agreements, if applicable, or if the original of such
document has not been returned from the applicable public recording office, a true certified copy, certified by the Company.
8. If the Mortgage Note or Mortgage or any other material document or instrument relating to the Mortgage Loan has been
signed by a person on behalf of the Mortgagor, the original or copy of power of attorney or other instrument that authorized and
empowered such person to sign bearing evidence that such instrument has been recorded, if so required in the appropriate jurisdiction
where the Mortgaged Property is located, or a copy thereof certified by the public recording office in which such instrument has been
recorded or, if the original instrument has not been returned from the applicable public recording office, a true certified copy,
certified by the Company.
9. reserved.
10. Mortgage Loan closing statement (Form HUD-1) and any other truth-in-lending or real estate settlement procedure
forms required by law.
11. Residential loan application.
12. Uniform underwriter and transmittal summary (Fannie Mae Form 1008) or reasonable equivalent.
13. Credit report on the mortgagor.
14. Business credit report, if applicable.
15. Residential appraisal report and attachments thereto.
16. The original of any guarantee executed in connection with the Mortgage Note.
17. Verification of employment and income except for Mortgage Loans originated under a limited documentation program,
all in accordance with Company's underwriting guidelines.
18. Verification of acceptable evidence of source and amount of down payment, in accordance with Company's underwriting
guidelines.
19. Photograph of the Mortgaged Property (may be part of appraisal).
20. Survey of the Mortgaged Property, if any.
21. Sales contract, if applicable.
22. If available, termite report, structural engineer's report, water portability and septic certification.
23. Any original security agreement, chattel mortgage or equivalent executed in connection with the Mortgage.
24. Name affidavit, if applicable.
Notwithstanding anything to the contrary herein, Company may provide one certificate for all of the Mortgage Loans
indicating that the documents were delivered for recording.
EXHIBIT B
CUSTODIAL ACCOUNT LETTER AGREEMENT
______________, 2004
To: [_______________________]
(the "Depository")
As "Company" under the Purchase, Warranties and Servicing Agreement, dated as of January 1, 2004 Adjustable Rate Mortgage
Loans (the "Agreement"), we hereby authorize and request you to establish an account, as a Custodial Account pursuant to Section 4.04
of the Agreement, to be designated as "[______________________________________], in trust for the [Purchaser], Owner of Adjustable
Rate Mortgage Loans". All deposits in the account shall be subject to withdrawal therefrom by order signed by the Company. This
letter is submitted to you in duplicate. Please execute and return one original to us.
[__________________________]
By:____________________________
Name:__________________________
Title:_________________________
The undersigned, as "Depository", hereby certifies that the above described account has been established under Account
Number [__________], at the office of the depository indicated above, and agrees to honor withdrawals on such account as provided
above. The full amount deposited at any time in the account will be insured up to applicable limits by the Federal Deposit Insurance
Corporation through the Bank Insurance Fund or the Savings Association Insurance Fund or will be invested in Permitted Investments as
defined in the Agreement.
[___________________________]
By:____________________________
Name:__________________________
Title:_________________________
EXHIBIT C
ESCROW ACCOUNT LETTER AGREEMENT
_____________, 2004
To: [_______________________]
(the "Depository")
As "Company" under the Purchase Warranties and Servicing Agreement, dated as of January 1, 2004 Adjustable Rate Mortgage
Loans (the "Agreement"), we hereby authorize and request you to establish an account, as an Escrow Account pursuant to Section 4.06
of the Agreement, to be designated as "[__________________________], in trust for the [Purchaser], Owner of Adjustable Rate Mortgage
Loans, and various Mortgagors." All deposits in the account shall be subject to withdrawal therefrom by order signed by the
Company. This letter is submitted to you in duplicate. Please execute and return one original to us.
[_____________________]
By:____________________________
Name:__________________________
Title:_________________________
The undersigned, as "Depository", hereby certifies that the above described account has been established under Account
Number __________, at the office of the depository indicated above, and agrees to honor withdrawals on such account as provided
above. The full amount deposited at any time in the account will be insured up to applicable limits by the Federal Deposit Insurance
Corporation through the Bank Insurance Fund or the Savings Association Insurance Fund or will be invested in Permitted Investments as
defined in the Agreement.
[______________________]
By:______________________________
Name:____________________________
Title:___________________________
EXHIBIT D
FORM OF PURCHASE, ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
This is a Purchase, Assignment, Assumption and Recognition Agreement (this "PAAR Agreement") made as of __________, 200__,
among EMC Mortgage Corporation (the "Assignor"), ___________________ (the "Assignee"), and HomeBanc Mortgage Corporation (the
"Company").
In consideration of the mutual promises contained herein the parties hereto agree that the residential mortgage loans (the
"Assigned Loans") listed on Attachment 1 annexed hereto (the "Assigned Loan Schedule") now serviced by Company for Assignor and its
successors and assigns pursuant to the Purchase, Warranties and Servicing Agreement, dated as of _________, 200__, between Assignor
and Company (the "Purchase Agreement") shall be subject to the terms of this PAAR Agreement. Capitalized terms used herein but not
defined shall have the meanings ascribed to them in the Purchase Agreement.
Purchase, Assignment and Assumption
1. Assignor hereby grants, transfers and assigns to Assignee all of the right, title and interest of Assignor in the
Assigned Loans and, as they relate to the Assigned Loans, all of its right, title and interest in, to and under the Purchase
Agreement.
2. Simultaneously with the execution hereof, (i) Assignee shall pay to Assignor the "Funding Amount" as set forth in
that certain letter agreement, dated as of _________ ____, between Assignee and Assignor (the "Confirmation") and (ii) Assignor, at
its expense, shall have caused to be delivered to Assignee or its designee the Mortgage File for each Assigned Loan in Assignor's or
its custodian's possession, as set forth in the Purchase Agreement, along with, for each Assigned Loan, an endorsement of the
Mortgage Note from the applicable Company, in blank, and an assignment of mortgage in recordable form from the applicable Company, in
blank. Assignee shall pay the Funding Amount by wire transfer of immediately available funds to the account specified by Assignor.
Assignee shall be entitled to all scheduled payments due on the Assigned Loans after ___________, 200__ and all unscheduled payments
or other proceeds or other recoveries on the Assigned Loans received on and after _____________, 200__.
Representations, Warranties and Covenants
3. Assignor warrants and represents to Assignee and Company as of the date hereof:
(a) Attached hereto as Attachment 2 is a true and accurate copy of the Purchase Agreement, which agreement is in full
force and effect as of the date hereof and the provisions of which have not been waived, amended or modified in any respect, nor has
any notice of termination been given thereunder;
(b) Assignor is the lawful owner of the Assigned Loans with full right to transfer the Assigned Loans and any and all of
its interests, rights and obligations under the Purchase Agreement as they relate to the Assigned Loans, free and clear from any and
all claims and encumbrances; and upon the transfer of the Assigned Loans to Assignee as contemplated herein, Assignee shall have good
title to each and every Assigned Loan, as well as any and all of Assignee's interests, rights and obligations under the Purchase
Agreement as they relate to the Assigned Loans, free and clear of any and all liens, claims and encumbrances;
(c) There are no offsets, counterclaims or other defenses available to Company with respect to the Assigned Loans or the
Purchase Agreement;
(d) Assignor has no knowledge of, and has not received notice of, any waivers under, or any modification of, any
Assigned Loan;
(e) Assignor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its
incorporation, and has all requisite power and authority to acquire, own and sell the Assigned Loans;
(f) Assignor has full corporate power and authority to execute, deliver and perform its obligations under this PAAR
Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this PAAR
Agreement is in the ordinary course of Assignor's business and will not conflict with, or result in a breach of, any of the terms,
conditions or provisions of Assignor's charter or by-laws or any legal restriction, or any material agreement or instrument to which
Assignor is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree
to which Assignor or its property is subject. The execution, delivery and performance by Assignor of this PAAR Agreement and the
consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on part of
Assignor. This PAAR Agreement has been duly executed and delivered by Assignor and, upon the due authorization, execution and
delivery by Assignee and Company, will constitute the valid and legally binding obligation of Assignor enforceable against Assignor
in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other
similar laws now or hereafter in effect relating to creditors' rights generally, and by general principles of equity regardless of
whether enforceability is considered in a proceeding in equity or at law;
(g) No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental
entity is required to be obtained or made by Assignor in connection with the execution, delivery or performance by Assignor of this
PAAR Agreement, or the consummation by it of the transactions contemplated hereby; and
(h) Neither Assignor nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of
the Assigned Loans or any interest in the Assigned Loans, or solicited any offer to buy or accept a transfer, pledge or other
disposition of the Assigned Loans, or any interest in the Assigned Loans or otherwise approached or negotiated with respect to the
Assigned Loans, or any interest in the Assigned Loans with any Person in any manner, or made any general solicitation by means of
general advertising or in any other manner, or taken any other action which would constitute a distribution of the Assigned Loans
under the Securities Act of 1933, as amended (the "1933 Act") or which would render the disposition of the Assigned Loans a violation
of Section 5 of the 1933 Act or require registration pursuant thereto.
4. Assignee warrants and represents to, and covenants with, Assignor and Company as of the date hereof:
(a) Assignee is duly organized, validly existing and in good standing under the laws of the jurisdiction of its
organization and has all requisite power and authority to acquire, own and purchase the Assigned Loans;
(b) Assignee has full corporate power and authority to execute, deliver and perform its obligations under this PAAR
Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this PAAR
Agreement is in the ordinary course of Assignee's business and will not conflict with, or result in a breach of, any of the terms,
conditions or provisions of Assignee's charter or by-laws or any legal restriction, or any material agreement or instrument to which
Assignee is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree
to which Assignee or its property is subject. The execution, delivery and performance by Assignee of this PAAR Agreement and the
consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on part of
Assignee. This PAAR Agreement has been duly executed and delivered by Assignee and, upon the due authorization, execution and
delivery by Assignor and Company, will constitute the valid and legally binding obligation of Assignee enforceable against Assignee
in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other
similar laws now or hereafter in effect relating to creditors' rights generally, and by general principles of equity regardless of
whether enforceability is considered in a proceeding in equity or at law;
(c) No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental
entity is required to be obtained or made by Assignee in connection with the execution, delivery or performance by Assignee of this
PAAR Agreement, or the consummation by it of the transactions contemplated hereby; and
(d) Assignee agrees to be bound as "Purchaser" by all of the terms, covenants and conditions of the Purchase Agreement
with respect to the Assigned Loans, and from and after the date hereof, Assignee assumes for the benefit of each of Assignor and
Company all of Assignor's obligations as "Purchaser" thereunder but solely with respect to such Assigned Loans.
5. Company warrants and represents to, and covenant with, Assignor and Assignee as of the date hereof:
(a) Attached hereto as Attachment 2 is a true and accurate copy of the Purchase Agreement, which agreement is
in full force and effect as of the date hereof and the provisions of which have not been waived, amended or modified in any respect,
nor has any notice of termination been given thereunder;
(b) Company is duly organized, validly existing and in good standing under the laws of the jurisdiction of its
incorporation, and has all requisite power and authority to service the Assigned Loans and otherwise to perform its obligations under
the Purchase Agreement;
(c) Company has full corporate power and authority to execute, deliver and perform its obligations under this PAAR
Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated
by this PAAR Agreement is in the ordinary course of Company's business and will not conflict with, or result in a
breach of, any of the terms, conditions or provisions of Company's charter or by-laws or any legal restriction, or
any material agreement or instrument to which Company is now a party or by which it is bound, or result in the
violation of any law, rule, regulation, order, judgment or decree to which Company or its property is subject. The
execution, delivery and performance by Company of this PAAR Agreement and the consummation by it of the transactions
contemplated hereby, have been duly authorized by all necessary corporate action on part of Company. This PAAR
Agreement has been duly executed and delivered by Company, and, upon the due authorization, execution and delivery
by Assignor and Assignee, will constitute the valid and legally binding obligation of Company, enforceable against
Company in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization,
insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally, and
by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at
law;
(d) No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental
entity is required to be obtained or made by Assignee in connection with the execution, delivery or performance by
Company of this PAAR Agreement, or the consummation by it of the transactions contemplated hereby; and
(e) Except as otherwise disclosed, no event has occurred from the Closing Date to the date hereof which would render the
representations and warranties as to the related Assigned Loans made by the Company in Sections 3.01 and 3.02 of the
Purchase Agreement to be untrue in any material respect.
Recognition of Assignee
6. From and after the date hereof, Company shall recognize Assignee as owner of the Assigned Loans and will service the
Assigned Loans in accordance with the Purchase Agreement. It is the intention of Assignor, Company and Assignee that this PAAR
Agreement shall be binding upon and for the benefit of the respective successors and assigns of the parties hereto. Neither Company
nor Assignor shall amend or agree to amend, modify, waiver, or otherwise alter any of the terms or provisions of the Purchase
Agreement which amendment, modification, waiver or other alteration would in any way affect the Assigned Loans without the prior
written consent of Assignee.
Miscellaneous
7. All demands, notices and communications related to the Assigned Loans, the Purchase Agreement and this PAAR
Agreement shall be in writing and shall be deemed to have been duly given if personally delivered at or mailed by registered mail,
postage prepaid, as follows:
(a) In the case of Company,
HomeBanc Mortgage Corporation
2002 Summit Boulevard, Suite 100
Atlanta, GA30319
Attention: Debra F. Watkins, EVP Capital Markets & Treasury
Telecopier No.: (404) 705-2301
With a copy to
HomeBanc Mortgage Corporation
2002 Summit Boulevard, Suite 100
Atlanta, GA30319
Attention: General Counsel
Telecopier No.: (404) 303-4069
(b) In the case of Assignor,
____________________
____________________
____________________
____________________
____________________
(c) In the case of Assignee,
EMC Mortgage Corporation
Mac Arthur Ridge II
909 Hidden Ridge Drive, Suite 200
Irving, Texas75038
Attention: Ms. Raylene Ruyle
Telecopier No.:
with a copy to:
Bear Stearns Mortgage Capital Corporation
383 Madison Avenue
New York, New York10179
Attention: Michelle Sterling
8. Each party will pay any commissions it has incurred and the fees of its attorneys in connection with the
negotiations for, documenting of and closing of the transactions contemplated by this PAAR Agreement.
9. This PAAR Agreement shall be construed in accordance with the laws of the State of New York, without regard to
conflicts of law principles, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with
such laws.
10. No term or provision of this PAAR Agreement may be waived or modified unless such waiver or modification is in
writing and signed by the party against whom such waiver or modification is sought to be enforced.
11. This PAAR Agreement shall inure to the benefit of the successors and assigns of the parties hereto. Any entity into
which Assignor, Assignee or Company may be merged or consolidated shall, without the requirement for any further writing, be deemed
Assignor, Assignee or Company, respectively, hereunder.
12. This PAAR Agreement shall survive the conveyance of the Assigned Loans, the assignment of the Purchase Agreement to
the extent of the Assigned Loans by Assignor to Assignee and the termination of the Purchase Agreement.
13. This PAAR Agreement may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed
to be an original and all such counterparts shall constitute one and the same instrument.
14. In the event that any provision of this PAAR Agreement conflicts with any provision of the Purchase Agreement with
respect to the Assigned Loans, the terms of this PAAR Agreement shall control. In the event that any provision of this PAAR
Agreement conflicts with any provision of the Confirmation with respect to the Assigned Loans, the terms of this PAAR Agreement shall
control. Notwithstanding anything to the contrary herein contained, the parties hereto understand and agree that no provision of the
PAAR Agreement imposes upon the Company any duty or obligation greater than that referenced or otherwise recited in the Purchase
Agreement.
Modification of Purchase Agreement
15. The Company and Assignor hereby amend the Purchase Agreement as follows:
(a) The following definitions are added to Section 1.01 of the Purchase Agreement:
Securities Administrator: ________________________
Supplemental PMI Insurer: ________________________
Supplemental PMI Policy: The primary guarantee insurance policy of the Supplemental PMI Insurer attached hereto as Exhibit
J, or any successor Supplemental PMI Policy given to the Servicer by the Assignee.
Trustee: ________________________
(b) The following definition is amended and restated:
Insurance Proceeds: Proceeds of any Primary Mortgage Insurance Policy, the Supplemental PMI Policy, any title policy,
any hazard insurance policy or any other insurance policy covering a Mortgage Loan or other related Mortgaged Property,
including any amounts required to be deposited in the Custodial Account pursuant to Section 4.04, to the extent such proceeds
are not to be applied to the restoration of the related Mortgaged Property or released to the Mortgagor in accordance with
Accepted Servicing Practices.
(c) The following are added as the fourth, fifth and sixth paragraphs of Section 4.08:
"In connection with its activities as servicer, the Company agrees to prepare and present, on behalf of itself and the
Purchaser, claims to the Supplemental PMI Insurer with respect to the Supplemental PMI Policy and, in this regard, to take such
action as shall be necessary to permit recovery under any Supplemental PMI Policy respecting a defaulted Mortgage Loan. Pursuant to
Section 4.04, any amounts collected by the Company under any Supplemental PMI Policy shall be deposited in the Custodial Account,
subject to withdrawal pursuant to Section 4.05.
In accordance with the Supplemental PMI Policy, the Company shall provide to the Supplemental PMI Insurer any required
information regarding the Mortgage Loans.
The Company shall provide to the [Securities Administrator] on a monthly basis via computer tape, or other mutually
acceptable format, the unpaid principal balance, insurer certificate number, lender loan number, and premium due the Supplemental PMI
Insurer for each Mortgage Loan covered by the Supplemental PMI Policy. In addition, the Company agrees to forward to the Purchaser
and the [Securities Administrator] any statements or other reports given by the Supplemental PMI Insurer to the Servicer in
connection with a claim under the Supplemental PMI Policy."
(d) Clause (vi) of Section 6.1 is amended to read as follows:
"Company ceases to be approved by either Fannie Mae or FHLMC as a mortgage loan seller or servicer for more than thirty (30)
days, or the Company fails to meet the servicer eligibility requirements of the Supplemental PMI Insurer; or"]
IN WITNESS WHEREOF, the parties hereto have executed this PAAR Agreement as of the day and year first above written.
EMC MORTGAGE CORPORATION
Assignor
By:_____________________________
Name:___________________________
Title:__________________________
_________________________________
Assignee
By:______________________________
Name:____________________________
Title:___________________________
HOMEBANC MORTGAGE CORPORATION
Company
By:____________________________________
Name: Debra F. Watkins
Title: Executive Vice President
ATTACHMENT 2
PURCHASE, WARRANTIES AND SERVICING AGREEMENT
[Provided upon request]
EXHIBIT E
FORM OF TRIAL BALANCE
[Provided upon request]
EXHIBIT G
REQUEST FOR RELEASE OF DOCUMENTS AND RECEIPT
RE: Mortgage Loan #___________________________________
BORROWER:__________________________________________________
PROPERTY: __________________________________________________
Pursuant to a Purchase, Warranties and Servicing Agreement (the "Agreement") between the Company and the Purchaser, the undersigned
hereby certifies that he or she is an officer of the Company requesting release of the documents for the reason specified below. The
undersigned further certifies that:
(Check one of the items below)
_____ On _________________, the above captioned mortgage loan was paid in full or that the Company has been notified that payment
in full has been or will be escrowed. The Company hereby certifies that all amounts with respect to this loan which are required
under the Agreement have been or will be deposited in the Custodial Account as required.
_____ The above captioned loan is being repurchased pursuant to the terms of the Agreement. The Company hereby certifies that the
repurchase price has been credited to the Custodial Account as required under the Agreement.
_____ The above captioned loan is being placed in foreclosure and the original documents are required to proceed with the
foreclosure action. The Company hereby certifies that the documents will be returned to the Purchaser in the event of reinstatement.
_____ Other (explain)
_______________________________________________________
_______________________________________________________
All capitalized terms used herein and not defined shall have the meanings assigned to them in the Agreement.
Based on this certification and the indemnities provided for in the Agreement, please release to the Company all original
mortgage documents in your possession relating to this loan.
Dated:_________________
By:________________________________
Signature
___________________________________
Title
Send documents to: _____________________________________________
_____________________________________________
_____________________________________________
Acknowledgement:
Purchaser hereby acknowledges that all original documents previously released on the above captioned mortgage loan have
been returned and received by the Purchaser.
Dated:________________
By:________________________________
Signature
_______________________________
Title
EXHIBIT H
COMPANY'S UNDERWRITING GUIDELINES
EXHIBIT I
TERM SHEET
This TERM SHEET (the "Term Sheet") dated _____________, between HomeBanc Mortgage Corporation, a Delaware corporation,
located at 2002 Summit Boulevard, Suite 100, Atlanta, GA30319 (the "Company") and EMC Mortgage Corporation, a Delaware corporation,
located at ______________ (the "Purchaser") is made pursuant to the terms and conditions of that certain Purchase, Warranties and
Servicing Agreement (the "Agreement") dated as of January 1, 2004, between the Company and the Purchaser, the provisions of which are
incorporated herein as if set forth in full herein, as such terms and conditions may be modified or supplemented hereby. All
initially capitalized terms used herein unless otherwise defined shall have the meanings ascribed thereto in the Agreement.
The Purchaser hereby purchases from the Company and the Company hereby sells to the Purchaser, all of the Company's right,
title and interest in and to the Mortgage Loans described on the Mortgage Loan Schedule annexed hereto as Schedule I, pursuant to and
in accordance with the terms and conditions set forth in the Agreement, as same may be supplemented or modified hereby. Hereinafter,
the Company shall service the Mortgage Loans for the benefit of the Purchaser and all subsequent transferees of the Mortgage Loans
pursuant to and in accordance with the terms and conditions set forth in the Agreement.
1. Definitions
For purposes of the Mortgage Loans to be sold pursuant to this Term Sheet, the following terms shall have the following
meanings:
Aggregate Principal Balance
(as of the Cut-Off Date):
Closing Date:
Custodian:
Cut-off Date:
Initial Weighted Average
Mortgage Loan Remittance Rate:
Mortgage Loan:
Purchase Price Percentage:
Servicing Fee Rate:
Additional Closing Conditions:
In addition to the conditions specified in the Agreement, the obligation of each of the Company and the Purchaser is subject to the
fulfillment, on or prior to the applicable Closing Date, of the following additional conditions: [None].
Additional Loan Documents:
In addition to the contents of the Mortgage File specified in the Agreement, the following documents shall be delivered with respect
to the Mortgage Loans: [None]
[Additional] [Modification] of Representations and Warranties:
[In addition to the representations and warranties set forth in the Agreement, as of the date hereof, the Company makes the
following additional representations and warranties with respect to the Mortgage Loans: [None]. [Notwithstanding anything to the
contrary set forth in the Agreement, with respect to each Mortgage Loan to be sold on the Closing Date, the representation and
warranty set forth in Section ______ of the Agreement shall be modified to read as follows:]
Except as modified herein, Section ______ of the Agreement shall remain in full force and effect as of the date hereof.
IN WITNESS WHEREOF, the parties hereto have caused their names to be signed hereto by their respective duly
authorized officers as of the date first above written.
HOMEBANC MORTGAGE CORPORATION
By:_____________________________________
Name:___________________________________
Title:__________________________________
EMC MORTGAGE CORPORATION
By:____________________________________
Name:__________________________________
Title:_________________________________
AMENDED AND RESTATED AMENDMENT NUMBER ONE
to the
PURCHASE, WARRANTIES AND SERVICING AGREEMENT
Dated as of January 27, 2006
among
EMC MORTGAGE CORPORATION,
as Purchaser
and
HOMEBANC MORTGAGE CORPORATION,
as Company
This AMENDED AND RESTATED AMENDMENT NUMBER ONE (this "Amendment") is made and entered into this 27th day of January, 2006,
by and between EMC Mortgage Corporation, a Delaware corporation, as purchaser (the "Purchaser") and HomeBanc Mortgage Corporation, as
company (the "Company") in connection with the Purchase, Warranties and Servicing Agreement, dated as of January 1, 2004, between the
above mentioned parties (the "Agreement"). This Amendment is made pursuant to Section 11.02 of the Agreement.
RECITALS
WHEREAS, the parties hereto have entered into the Agreement;
WHEREAS, the Agreement provides that the parties thereto may enter into an amendment to the Agreement;
WHEREAS, the parties hereto desire to amend the Agreement as set forth in this Amendment;
WHEREAS, the Agreement provides that the Agreement may be amended from time to time by the Company and the Purchaser by
written agreement signed by the Company and the Purchaser; and
NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto agree as follows:
1. Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the
Agreement.
2. Article I of the Agreement is hereby amended effective as of the date hereof by adding the following definitions to
Section 1.01:
Commission or SEC: The Securities and Exchange Commission.
Depositor: The depositor, as such term is defined in Regulation AB, with respect to any Securitization Transaction.
Exchange Act: The Securities Exchange Act of 1934, as amended.
Master Servicer: With respect to any Securitization Transaction, the "master servicer," if any, identified in the related
transaction documents.
Pass-Through Transfer: Any transaction involving either (1) a sale or other transfer of some or all of the Mortgage Loans
directly or indirectly to an issuing entity in connection with an issuance of publicly offered or privately placed, rated or unrated
mortgage-backed securities or (2) an issuance of publicly offered or privately placed, rated or unrated securities, the payments on
which are determined primarily by reference to one or more portfolios of residential mortgage loans consisting, in whole or in part,
of some or all of the Mortgage Loans.
Qualified Correspondent: Any Person from which the Company purchased Mortgage Loans, provided that the following conditions
are satisfied: (i) such Mortgage Loans were originated pursuant to an agreement between the Company and such Person that contemplated
that such Person would underwrite mortgage loans from time to time, for sale to the Company, in accordance with underwriting
guidelines designated by the Company ("Designated Guidelines") or guidelines that do not vary materially from such Designated
Guidelines; (ii) such Mortgage Loans were in fact underwritten as described in clause (i) above and were acquired by the Company
within 180 days after origination; (iii) either (x) the Designated Guidelines were, at the time such Mortgage Loans were originated,
used by the Company in origination of mortgage loans of the same type as the Mortgage Loans for the Company's own account or (y) the
Designated Guidelines were, at the time such Mortgage Loans were underwritten, designated by the Company on a consistent basis for
use by lenders in originating mortgage loans to be purchased by the Company; and (iv) the Company employed, at the time such Mortgage
Loans were acquired by the Company, pre-purchase or post-purchase quality assurance procedures (which may involve, among other
things, review of a sample of mortgage loans purchased during a particular time period or through particular channels) designed to
ensure that Persons from which it purchased mortgage loans properly applied the underwriting criteria designated by the Company.
Regulation AB: Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123, as amended from
time to time, and subject to such clarification and interpretation as have been provided by the Commission in the adopting release
(Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the
Commission, or as may be provided by the Commission or its staff from time to time.
Securities Act: The Securities Act of 1933, as amended.
Securitization Transaction: Any transaction involving either (1) a sale or other transfer of some or all of the Mortgage
Loans directly or indirectly to an issuing entity in connection with an issuance of publicly offered or privately placed, rated or
unrated mortgage-backed securities or (2) an issuance of publicly offered or privately placed, rated or unrated securities, the
payments on which are determined primarily by reference to one or more portfolios of residential mortgage loans consisting, in whole
or in part, of some or all of the Mortgage Loans.
Servicing Criteria: As of any date of determination, the "servicing criteria" set forth in Item 1122(d) of Regulation AB,
or any amendments thereto, a summary of the requirements of which as of the date hereof is attached hereto as Exhibit M for
convenience of reference only. In the event of a conflict or inconsistency between the terms of Exhibit M and the text of Item
1122(d) of Regulation AB, the text of Item 1122(d) of Regulation AB shall control (or those Servicing Criteria otherwise mutually
agreed to by the Purchaser, the Company and any Person that will be responsible for signing any Sarbanes Certification with respect
to a Securitization Transaction in response to evolving interpretations of Regulation AB and incorporated into a revised Exhibit M).
Static Pool Information: Static pool information as described in Item 1105(a)(1)-(3) and 1105(c) of Regulation AB.
Subcontractor: Any vendor, subcontractor or other Person that is not responsible for the overall servicing (as "servicing"
is commonly understood by participants in the mortgage-backed securities market) of Mortgage Loans but performs one or more discrete
functions identified in Item 1122(d) of Regulation AB with respect to Mortgage Loans under the direction or authority of the Company
or a Subservicer.
Third-Party Originator: Each Person, other than a Qualified Correspondent, that originated Mortgage Loans acquired by the
Company.
3. Article I of the Agreement is hereby amended effective as of the date hereof by deleting in its entirety the
definition of Subservicer in Section 1.01 and replacing it with the following:
Subservicer: Any Person that services Mortgage Loans on behalf of the Company or any Subservicer and is responsible for the
performance (whether directly or through Subservicers or Subcontractors) of a substantial portion of the material servicing functions
required to be performed by the Company under this Agreement or any Reconstitution Agreement that are identified in Item 1122(d) of
Regulation AB. Any subservicer shall meet the qualifications set forth in Section 4.01.
4. Article III of the Agreement is hereby amended effective as of the date hereof by revising Section 3.01(n) as
follows (new text underlined):
(n) Company has delivered to the Purchaser financial statements of its parent, for its last two complete fiscal years.
All such financial information fairly presents the pertinent results of operations and financial position for the period identified
and has been prepared in accordance with GAAP consistently applied throughout the periods involved, except as set forth in the notes
thereto. There has been no change in the servicing policies and procedures, business, operations, financial condition, properties or
assets of the Company since the date of the Company's financial information that would have a material adverse effect on its ability
to perform its obligations under this Agreement;
5. Article III of the Agreement is hereby amended effective as of the date hereof by adding the following new Section
3.01(p):
(p) As of the date of each Pass-Through Transfer, and except as has been otherwise disclosed to the Purchaser: (1) the
Company is not aware of and has not received notice that any default or servicing related performance trigger has occurred as to any
other securitization due to any act or failure to act of the Company; (2) no material noncompliance with applicable servicing
criteria as to any other securitization has been disclosed or reported by the Company; (3) the Company has not been terminated as
servicer in a residential mortgage loan securitization, either due to a servicing default or to application of a servicing
performance test or trigger; (4) no material changes to the Company's servicing policies and procedures for similar loans has
occurred in the preceding three years; (5) there are no aspects of the Company's financial condition that could have a material
adverse impact on the performance by the Company of its obligations hereunder; (6) there are no material legal proceedings pending,
or known to be contemplated by governmental authorities, against the Company; and (7) there are no affiliations, relationships or
transactions relating to the Company of a type that are described under Item 1119 of Regulation AB.
6. Article III of the Agreement is hereby amended effective as of the date hereof by adding the following new Section
3.01(q):
(q) If so requested by the Purchaser or any Depositor on any date, the Company shall, within five Business Days
following such request, confirm in writing the accuracy of the representations and warranties set forth in Section 3.01(p) of this
Section or, if any such representation and warranty is not accurate as of the date of such request, provide reasonably adequate
disclosure of the pertinent facts, in writing, to the requesting party.
7. Article III of the Agreement is hereby amended effective as of the date hereof by adding the following new Section
3.01(r):
(r) Notwithstanding anything to the contrary in the Agreement, the Company shall (or shall cause each Subservicer and
Third-Party Originator to) (i) within 2 Business Days of the related event, notify the Purchaser and any Depositor in writing of (A)
any material litigation or governmental proceedings pending against the Company, any Subservicer or any Third-Party Originator, (B)
any affiliations or relationships that develop following the closing date of a Pass-Through Transfer between the Company, any
Subservicer or any Third-Party Originator and any of the parties specified in clause (7) of paragraph (p) of this Section (and any
other parties identified in writing by the requesting party) with respect to such Pass-Through Transfer, (C) any Event of Default
under the terms of this Agreement or any Reconstitution Agreement, (D) any merger, consolidation or sale of substantially all of the
assets of the Company, and (E) the Company's entry into an agreement with a Subservicer to perform or assist in the performance of
any of the Company's obligations under this Agreement or any Reconstitution Agreement and (ii) provide to the Purchaser and any
Depositor a description of such proceedings, affiliations or relationships.
All notification pursuant to this Section 3.01(r), other than those pursuant to Section 3.01(r)(i)(A), should be sent to:
EMC Mortgage Corporation
2780 Lake Vista Drive
Lewisville, TX75067-3884
Attention: Conduit Seller Approval Dept.
Facsimile: (214) 626-3751
Email: sellerapproval@bear.com
With a copy to:
Bear, Stearns & Co. Inc.
383 Madison Avenue, 3rd Floor
New, York, NY10179
Attention: Global Credit Administration
Facsimile: (212) 272-6564
Notifications pursuant to Section 3.01(r)(i)(A) should be sent to:
EMC Mortgage Corporation
Two Mac Arthur Ridge
909 Hidden Ridge Drive, Suite 200
Irving, TX75038
Attention: Associate General Counsel for Loan Administration
Facsimile: (972) 831-2555
With copies to:
Bear, Stearns & Co. Inc.
383 Madison Avenue, 3rd Floor
New, York, NY10179
Attention: Global Credit Administration
Facsimile: (212) 272-6564
EMC Mortgage Corporation
2780 Lake Vista Drive
Lewisville, TX75067-3884
Attention: Conduit Seller Approval Dept.
Facsimile: (214) 626-3751
Email: sellerapproval@bear.com
8. Article III of the Agreement is hereby amended effective as of the date hereof by adding the following new Section
3.01(s):
(s) As a condition to the succession to the Company or any Subservicer as servicer or subservicer under this Agreement
or any Reconstitution Agreement by any Person (i) into which the Company or such Subservicer may be merged or consolidated, or (ii)
which may be appointed as a successor to the Company or any Subservicer, the Company shall provide to the Purchaser and any
Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the
Purchaser and any Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to
the Purchaser and such Depositor, all information reasonably requested by the Purchaser or any Depositor in order to comply with its
reporting obligation under Item 6.02 of Form 8-K with respect to any class of asset-backed securities.
9. Article III of the Agreement is hereby amended effective as of the date hereof by adding the following new Section
3.02(xx):
With respect to each Mortgage Loan, information regarding the borrower credit files related to such Mortgage Loan has been
furnished to credit reporting agencies in compliance with the provisions of the Fair Credit Reporting Act and the applicable
implementing regulations.
10. Article IV of the Agreement is hereby amended effective as of the date hereof by adding this paragraph after the
first sentence of Section 4.01:
In addition, the Company shall furnish information regarding the borrower credit files related to such Mortgage Loan to
credit reporting agencies in compliance with the provisions of the Fair Credit Reporting Act and the applicable implementing
regulations.
11. Article IV of the Agreement is hereby amended effective as of the date hereof by revising the first paragraph of
Section 4.03 by adding the following after the first sentence:
In determining the delinquency status of any Mortgage Loan, the Company will use delinquency recognition policies as
described to and approved by the Purchaser, and shall revise these policies as requested by the Purchaser from time to time.
12. Article V of the Agreement is hereby amended effective as of the date hereof by deleting Section 5.02 in its
entirety and replacing it with the following:
Section 5.02 Statements to the Purchaser.The Company shall furnish (i) to the Purchaser before the related Mortgage Loans are reconstituted in any Securitization
Transaction, and (ii) to any Master Servicer after the related Mortgage Loans are reconstituted in any Securitization Transaction, an
individual loan accounting report, as of the last Business Day of each month, in the Company's assigned loan number order to document
Mortgage Loan payment activity on an individual Mortgage Loan basis. With respect to each month, the corresponding individual loan
accounting report shall be received by the Purchaser or such Master Servicer, as applicable, no later than the fifth Business Day of
the following month on a disk or tape or other computer-readable format in such format as may be mutually agreed upon by both
Purchaser or Master Servicer, as applicable, and Company, and no later than the fifth Business Day of the following month in hard
copy, and shall contain the following:
(i) with respect to each Mortgage Loan and each Monthly Payment, the amount of such remittance allocable to principal
(including a separate breakdown of any Principal Prepayment, including the date of such prepayment, and any prepayment penalties or
premiums, along with a detailed report of interest on principal prepayment amounts remitted in accordance with Section 4.04);
(ii) with respect to each Mortgage Loan and each Monthly Payment, the amount of such remittance allocable to interest;
(iii) with respect to each Mortgage Loan, the amount of servicing compensation received by the Company during the prior
distribution period;
(iv) the Stated Principal Balance of each Mortgage Loan and the aggregate Stated Principal Balance of all Mortgage Loans
as of the first day of the distribution period and the last day of the distribution period;
(v) with respect to each Mortgage Loan, the current Mortgage Interest Rate;
(vi) with respect to each Mortgage Loan, the aggregate amount of any Insurance Proceeds, Condemnation Proceeds,
Liquidation Proceeds and REO Disposition Proceeds received during the prior distribution period;
(vii) with respect to each Mortgage Loan, the amount of any Prepayment Interest Shortfalls paid by the Company in
accordance with Section 4.04(viii) during the prior distribution period;
(viii) the beginning and ending balances of the Custodial Account and Escrow Account;
(ix) the number of Mortgage Loans as of the first day of the distribution period and the last day of the distribution
period;
(x) with respect to each Mortgage Loan, the Stated Principal Balance of each Mortgage Loan (a) delinquent as grouped in
the following intervals through final liquidation of such Mortgage Loan: 30 to 59 days, 60 to 89 days, 90 days or more; (b) as to
which foreclosure has commenced; and (c) as to which REO Property has been acquired;
(xi) with respect to each Mortgage Loan, the amount and severity of any realized loss following liquidation of such
Mortgage Loan;
(xii) with respect to each Mortgage Loan, and in the aggregate for all Mortgage Loans, the amount of any Monthly Advances
made by the Company during the prior distribution period;
(xiii) with respect to each Mortgage Loan, a description of any Servicing Advances made by the Company with respect to such
Mortgage Loan including the amount, terms and general purpose of such Servicing Advances, and the aggregate amount of Servicing
Advances for all Mortgage Loans during the prior distribution period;
(xiv) with respect to each Mortgage Loan, a description of any Nonrecoverable Advances made by the Company with respect to
such Mortgage Loan including the amount, terms and general purpose of such Nonrecoverable Advances, and the aggregate amount of
Nonrecoverable Advances for all Mortgage Loans during the prior distribution period;
(xv) with respect to each Mortgage Loan, a description of any Monthly Advances, Servicing Advances and Nonrecoverable
Advances reimbursed to the Company with respect to such Mortgage Loan during the prior distribution period pursuant to Section 4.05,
and the source of funds for such reimbursement, and the aggregate amount of any Monthly Advances, Servicing Advances and
Nonrecoverable Advances reimbursed to the Company for all Mortgage Loans during the prior distribution period pursuant to Section
4.05;
(xvi) with respect to any Mortgage Loan, a description of any material modifications, extensions or waivers to the terms,
fees, penalties or payments of such Mortgage Loan during the prior distribution period or that have cumulatively become material over
time;
(xvii) a description of any material breach of a representation or warranty set forth in Section 3.01 or Section 3.02
herein or of any other breach of a covenant or condition contained herein and the status of any resolution of such breach;
(xviii) with respect to each Mortgage Loan, the Stated Principal Balance of any substitute Mortgage Loan provided by the
Company and the Stated Principal Balance of any Mortgage Loan that has been replaced by a substitute Mortgage Loan in accordance with
Section 3.03 herein;
(xix) with respect to each Mortgage Loan, the Stated Principal Balance of any Mortgage Loan that has been repurchased by
the Company in accordance with Section 3.03 herein.
In addition, the Company shall provide to the Purchaser or any Master Servicer, as applicable, such other information known
or available to the Company that is necessary in order to provide the distribution and pool performance information as required under
Item 1121 of Regulation AB, as amended from time to time, as determined by the Purchaser or such Master Servicer, as applicable, in
its reasonable discretion. The Company shall also provide a monthly report, in the form of Exhibit E hereto, or such other form as
is mutually acceptable to the Company, the Purchaser and any Master Servicer, Exhibit F with respect to defaulted mortgage loans and
Exhibit P, with respect to realized losses and gains, with each such report.
The Company shall prepare and file any and all information statements or other filings required to be delivered to any
governmental taxing authority or to Purchaser or any Master Servicer, as applicable, pursuant to any applicable law with respect to
the Mortgage Loans and the transactions contemplated hereby. In addition, the Company shall provide Purchaser or any Master
Servicer, as applicable, with such information concerning the Mortgage Loans as is necessary for Purchaser or such Master Servicer to
prepare its federal income tax return as Purchaser may reasonably request from time to time.
In addition, not more than sixty (60) days after the end of each calendar year, the Company shall furnish to each Person who
was a Purchaser at any time during such calendar year an annual statement in accordance with the requirements of applicable federal
income tax law as to the aggregate of remittances for the applicable portion of such year.
13. Article VI of the Agreement is hereby amended effective as of the date hereof by deleting Section 6.04 in its
entirety and replacing it with the following:
Section 6.04 Annual Statement as to Compliance; Annual Certification.
(a) The Company will deliver to the Purchaser, not later than March 1 of each calendar year beginning in 2007, an
Officers' Certificate acceptable to the Purchaser (an "Annual Statement of Compliance") stating, as to each signatory thereof, that
(i) a review of the activities of the Company during the preceding calendar year and of performance under this Agreement or other
applicable servicing agreement has been made under such officers' supervision and (ii) to the best of such officers' knowledge, based
on such review, the Company has fulfilled all of its obligations under this Agreement or other applicable servicing agreement in all
material respects throughout such year, or, if there has been a failure to fulfill any such obligation in any material respect,
specifying each such failure known to such officer and the nature and status of cure provisions thereof. Such Annual Statement of
Compliance shall contain no restrictions or limitations on its use. Copies of such statement shall be provided by the Company to the
Purchaser upon request and by the Purchaser to any Person identified as a prospective purchaser of the Mortgage Loans. In the event
that the Company has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer, the Company shall
deliver an officer's certificate (an "Annual Certification") of the Subservicer as described above as to each Subservicer as and when
required with respect to the Company.
(b) With respect to any Mortgage Loans that are the subject of a Pass-Through Transfer, by March 1 of each calendar year
beginning in 2007, an officer of the Company shall execute and deliver an Annual Certification to the Purchaser, any Master Servicer
and any related Depositor for the benefit of each such entity and such entity's affiliates and the officers, directors and agents of
any such entity and such entity's affiliates, in the form attached hereto as Exhibit L. In the event that the Company has delegated
any servicing responsibilities with respect to the Mortgage Loans to a Subservicer, the Company shall deliver an Annual Certification
of the Subservicer as described above as to each Subservicer as and when required with respect to the Company.
(c) If the Company cannot deliver the related Annual Statement of Compliance or Annual Certification by March 1 of such
year, the Purchaser shall permit a cure period for the Company to deliver such Annual Statement of Compliance or Annual
Certification, but in no event later than March 10th of such year.
Failure of the Company to timely comply with this Section 6.04 shall be deemed an Event of Default, automatically, without
notice and without any further cure period, and Purchaser may, in addition to whatever rights the Purchaser may have under Sections
3.03 and 8.01 and at law or equity or to damages, including injunctive relief and specific performance, terminate all the rights and
obligations of the Company under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the
Company for the same, as provided in Section 9.01. Such termination shall be considered with cause pursuant to Section 10.01 of this
Agreement. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary; provided
that to the extent that any provision of this Agreement and/or any applicable Reconstitution Agreement expressly provides for the
survival of certain rights or obligations following termination of the Company as servicer, such provision shall be given effect.
14. Article VI of the Agreement is hereby amended effective as of the date hereof by deleting Section 6.05 in its
entirety and replacing it with the following:
Section 6.05 [Reserved].
15. Article VI of the Agreement is hereby amended effective as of the date hereof by deleting 6.07 in its entirety and
replacing it with the following:
Section 6.07 Assessment of Compliance with Servicing Criteria.
On and after January 1, 2006, the Company shall service and administer, and shall cause each subservicer to service or
administer, the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria.
With respect to any Mortgage Loans that are the subject of a Pass-Through Transfer, the Company shall deliver to the
Purchaser or its designee on or before March 1 of each calendar year beginning in 2007, a report (an "Assessment of Compliance")
reasonably satisfactory to the Purchaser regarding the Company's assessment of compliance with the Servicing Criteria during the
preceding calendar year as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, or as otherwise
required by the Master Servicer, which as of the date hereof, require a report by an authorized officer of the Company that contains
the following:
(a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to
the Company;
(b) A statement by such officer that such officer used the Servicing Criteria to assess compliance with the Servicing
Criteria applicable to the Company;
(c) An assessment by such officer of the Company's compliance with the applicable Servicing Criteria for the period
consisting of the preceding calendar year, including disclosure of any material instance of noncompliance with respect thereto during
such period, which assessment shall be based on the activities it performs with respect to asset-backed securities transactions taken
as a whole involving the Company, that are backed by the same asset type as the Mortgage Loans;
(d) A statement that a registered public accounting firm has issued an attestation report on the Company's Assessment of
Compliance for the period consisting of the preceding calendar year; and
(e) A statement as to which of the Servicing Criteria, if any, are not applicable to the Company, which statement shall
be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Company,
that are backed by the same asset type as the Mortgage Loans.
Such report at a minimum shall address each of the Servicing Criteria specified on a certification substantially in the form
of Exhibit O hereto delivered to the Purchaser concurrently with the execution of this Agreement.
With respect to any Mortgage Loans that are the subject of a Pass-Through Transfer, on or before March 1 of each calendar
year beginning in 2007, the Company shall furnish to the Purchaser or its designee a report (an "Attestation Report") by a registered
public accounting firm that attests to, and reports on, the Assessment of Compliance made by the Company, as required by Rules 13a-18
and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, or as otherwise required by the Master Servicer, which Attestation
Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight
Board.
The Company shall cause each Subservicer, and each Subcontractor determined by the Company pursuant to Section 11.19 to be
"participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver to the Purchaser and any
Depositor an assessment of compliance and accountants' attestation as and when provided in Sections 6.07.
If the Company cannot deliver the related Assessment of Compliance or Attestation Report by March 1 of such year, the
Purchaser shall permit a cure period for the Company to deliver such Assessment of Compliance or Attestation Report, but in no event
later than March 10th of such year.
Failure of the Company to timely comply with this Section 6.07 shall be deemed an Event of Default, automatically, without
notice and without any further cure period, and Purchaser may, in addition to whatever rights the Purchaser may have under Sections
3.03 and 8.01 and at law or equity or to damages, including injunctive relief and specific performance, terminate all the rights and
obligations of the Company under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the
Company for the same, as provided in Section 9.01. Such termination shall be considered with cause pursuant to Section 10.01 of this
Agreement. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary.
16. Article VI of the Agreement is hereby amended effective as of the date hereof by adding the following new Section
6.08:
Section 6.08 Intent of the Parties; Reasonableness.
The Purchaser and the Company acknowledge and agree that a purpose of Sections 3.01(p), 5.02, 6.04, 6.05, 6.07 and 11.18 of
this Agreement is to facilitate compliance by the Purchaser and any Depositor with the provisions of Regulation AB and related rules
and regulations of the Commission. None of the Purchaser, any Master Servicer or any Depositor shall exercise its right to request
delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance
with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder. The Company and Purchaser
acknowledge that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance
provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or
otherwise, and the Company agrees to comply with requests made by the Purchaser or any Depositor in good faith for delivery of
information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with any Pass-Through
Transfer, the Company shall cooperate fully with the Purchaser to deliver to the Purchaser (including any of its assignees or
designees) and any Depositor, any and all statements, reports, certifications, records and any other information necessary in the
good faith determination of the Purchaser or any Depositor to permit the Purchaser or such Depositor to comply with the provisions of
Regulation AB, together with such disclosures relating to the Company, any Subservicer, any Third-Party Originator and the Mortgage
Loans, or the servicing of the Mortgage Loans, reasonably believed by the Purchaser or any Depositor to be necessary in order to
effect such compliance.
17. Article XI of the Agreement is hereby amended effective as of the date hereof by restating Section 11.18 in its
entirety as follows:
Section 11.18. Cooperation of Company with a Reconstitution.
The Company and the Purchaser agree that with respect to some or all of the Mortgage Loans, on or after the related Closing
Date, on one or more dates (each a "Reconstitution Date") at the Purchaser's sole option, the Purchaser may effect a sale (each, a
"Reconstitution") of some or all of the Mortgage Loans then subject to this Agreement, without recourse, to:
(a) one or more third party purchasers in one or more whole loan transfers (each, a "Whole Loan Transfer"); or
(b) one or more trusts or other entities to be formed as part of one or more Pass-Through Transfers.
The Company agrees to execute in connection with any agreements among the Purchaser, the Company, and any servicer in
connection with a Whole Loan Transfer, an Assignment, Assumption and Recognition Agreement substantially in the form of Exhibit D
hereto, or, at Purchaser's request, a seller's warranties and servicing agreement or a participation and servicing agreement or
similar agreement in form and substance reasonably acceptable to the parties, and in connection with a Pass-Through Transfer, a
pooling and servicing agreement in form and substance reasonably acceptable to the parties, (collectively the agreements referred to
herein are designated, the "Reconstitution Agreements"). It is understood that any such Reconstitution Agreements will not contain
any greater obligations on the part of Company than are contained in this Agreement. Notwithstanding anything to the contrary in
this Section 11.18, the Company agrees that it is required to perform the obligations described in Exhibit K hereto.
With respect to each Whole Loan Transfer and each Pass-Through Transfer entered into by the Purchaser, the Company agrees
(1) to cooperate fully with the Purchaser and any prospective purchaser with respect to all reasonable requests and due diligence
procedures; (2) to execute, deliver and perform all Reconstitution Agreements required by the Purchaser; (3) to restate the
representations and warranties set forth in this Agreement as of the settlement or closing date in connection with such
Reconstitution (each, a "Reconstitution Date").
In addition, the Company shall provide to such servicer or issuer, as the case may be, and any other participants in such
Reconstitution:
(i) any and all information and appropriate verification of information which may be reasonably available to the
Company, whether through letters of its auditors and counsel or otherwise, as the Purchaser or any such other participant shall
request upon reasonable demand;
(ii) such additional representations, warranties, covenants, opinions of counsel, letters from auditors, and certificates
of public officials or officers of the Company as are reasonably agreed upon by the Company and the Purchaser or any such other
participant;
(iii) within 5 Business Days after request by the Purchaser, the information with respect to the Company (as originator)
and each Third-Party Originator of the Mortgage Loans as required under Item 1110(a) and (b) of Regulation AB, a summary of the
requirements of which has of the date hereof is attached hereto as Exhibit N for convenience of reference only, as determined by
Purchaser in its sole discretion. If requested by the Purchaser, this will include information about the applicable credit-granting
or underwriting criteria;
(iv) within 5 Business Days after request by the Purchaser, the Company shall provide (or, as applicable, cause each
Third-Party Originator to provide) Static Pool Information with respect to the mortgage loans (of a similar type as the Mortgage
Loans, as reasonably identified by the Purchaser as provided below) originated by (i) the Company, if the Company is an originator of
Mortgage Loans (including as an acquirer of Mortgage Loans from a Qualified Correspondent), and/or (ii) each Third-Party Originator.
Such Static Pool Information shall be prepared by the Company (or Third-Party Originator) on the basis of its reasonable, good faith
interpretation of the requirements of Item 1105(a)(1)-(3) and (c) of Regulation AB. To the extent that there is reasonably available
to the Company (or Third-Party Originator) Static Pool Information with respect to more than one mortgage loan type, the Purchaser or
any Depositor shall be entitled to specify whether some or all of such information shall be provided pursuant to this paragraph. The
content of such Static Pool Information may be in the form customarily provided by the Company, and need not be customized for the
Purchaser or any Depositor. Such Static Pool Information for each vintage origination year or prior securitized pool, as applicable,
shall be presented in increments no less frequently than quarterly over the life of the mortgage loans included in the vintage
origination year or prior securitized pool. The most recent periodic increment must be as of a date no later than 135 days prior to
the date of the prospectus or other offering document in which the Static Pool Information is to be included or incorporated by
reference. The Static Pool Information shall be provided in an electronic format that provides a permanent record of the information
provided, such as a portable document format (pdf) file, or other such electronic format reasonably required by the Purchaser or the
Depositor, as applicable;
(v) within 5 Business Days after request by the Purchaser, information with respect to the Company (as servicer) as
required by Item 1108(b) and (c) of Regulation AB, a summary of the requirements of which as of the date hereof is attached hereto as
Exhibit N for convenience of reference only, as determined by Purchaser in its sole discretion. In the event that the Company has
delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer, the Company shall provide the
information required pursuant to this clause with respect to the Subservicer;
(vi) within 5 Business Days after request by the Purchaser,
(a) information regarding any legal proceedings pending (or known to be contemplated) against the Company (as
originator and as servicer) and each other originator of the Mortgage Loans and each Subservicer as required by Item 1117 of
Regulation AB, a summary of the requirements of which as of the date hereof is attached hereto as Exhibit N for convenience
of reference only, as determined by Purchaser in its sole discretion,
(b) information regarding affiliations with respect to the Company (as originator and as servicer) and each other
originator of the Mortgage Loans and each Subservicer as required by Item 1119(a) of Regulation AB, a summary of the
requirements of which as of the date hereof is attached hereto as Exhibit N for convenience of reference only, as determined
by Purchaser in its reasonable discretion, and
(c) information regarding relationships and transactions with respect to the Company (as originator and as servicer)
and each other originator of the Mortgage Loans and each Subservicer as required by Item 1119(b) and (c) of Regulation AB, a
summary of the requirements of which as of the date hereof is attached hereto as Exhibit N for convenience of reference
only, as determined by Purchaser in its reasonable discretion;
(vii) if so requested by the Purchaser, the Company shall provide (or, as applicable, cause each Third-Party Originator to
provide), at the expense of the requesting party (to the extent of any additional incremental expense associated with delivery
pursuant to this Agreement), such statements and agreed-upon procedures letters of certified public accountants reasonably acceptable
to the Purchaser or Depositor, as applicable, pertaining to Static Pool Information relating to prior securitized pools for
securitizations closed on or after January 1, 2006 or, in the case of Static Pool Information with respect to the Company's or
Third-Party Originator's originations or purchases, to calendar months commencing January 1, 2006, or to any financial information
included in any other disclosure provided under this Section 11.18, as the Purchaser or such Depositor shall reasonably request. Such
statements and letters shall be addressed to and be for the benefit of such parties as the Purchaser or such Depositor shall
designate, which may include, by way of example, any Sponsor, any Depositor and any broker dealer acting as underwriter, placement
agent or initial purchaser with respect to a Pass-Through Transfer. Any such statement or letter may take the form of a standard,
generally applicable document accompanied by a reliance letter authorizing reliance by the addressees designated by the Purchaser or
such Depositor;
(viii) For the purpose of satisfying the reporting obligation under the Exchange Act with respect to any class of
asset-backed securities, the Company shall (or shall cause each Subservicer and Third-Party Originator to) (i) provide prompt notice
to the Purchaser, any Master Servicer and any Depositor in writing of (A) any material litigation or governmental proceedings
involving the Company, any Subservicer or any Third-Party Originator, (B) any affiliations or relationships that develop following
the closing date of a Securitization Transaction between the Company, any Subservicer or any Third-Party Originator and any of the
parties specified in clause (D) of paragraph (a) of this Section (and any other parties identified in writing by the requesting
party) with respect to such Securitization Transaction, (C) any Event of Default under the terms of this Agreement or any
Reconstitution Agreement, (D) any merger, consolidation or sale of substantially all of the assets of the Company, and (E) the
Company's entry into an agreement with a Subservicer to perform or assist in the performance of any of the Company's obligations
under this Agreement or any Reconstitution Agreement and (ii) provide to the Purchaser and any Depositor a description of such
proceedings, affiliations or relationships;
(ix) As a condition to the succession to the Company or any Subservicer as servicer or subservicer under this Agreement or
any Reconstitution Agreement by any Person (i) into which the Company or such Subservicer may be merged or consolidated, or (ii)
which may be appointed as a successor to the Company or any Subservicer, the Company shall provide to the Purchaser, any Master
Servicer, and any Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written
notice to the Purchaser and any Depositor of such succession or appointment and (y) in writing and in form and substance reasonably
satisfactory to the Purchaser and such Depositor, all information reasonably requested by the Purchaser or any Depositor in order to
comply with its reporting obligation under Item 6.02 of Form 8-K with respect to any class of asset-backed securities;
(x) In addition to such information as the Company, as servicer, is obligated to provide pursuant to other provisions of
this Agreement, not later than ten days prior to the deadline for the filing of any distribution report on Form 10-D in respect of
any Securitization Transaction that includes any of the Mortgage Loans serviced by the Company or any Subservicer, the Company or
such Subservicer, as applicable, shall, to the extent the Company or such Subservicer has knowledge, provide to the party responsible
for filing such report (including, if applicable, the Master Servicer) notice of the occurrence of any of the following events along
with all information, data, and materials related thereto as may be required to be included in the related distribution report on
Form 10-D (as specified in the provisions of Regulation AB referenced below):
(A) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments
during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB);
(B) material breaches of pool asset representations or warranties or transaction covenants (Item
1121(a)(12) of Regulation AB); and
(C) information regarding any pool asset changes (such as additions, substitutions or repurchases) and
any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets (Item
1121(a)(14) of Regulation AB); and
(xi) Upon request, the Company shall provide to the Purchaser, any Master Servicer and any Depositor, evidence of the
authorization of the person signing any certification or statement, copies or other evidence of Fidelity Bond Insurance and Errors
and Omission Insurance policy, financial information and reports, and such other information related to the Company or any
Subservicer or the Company or such Subservicer's performance hereunder.
In connection with clause (x)(C) above, the Purchaser shall inform the Company of any additions, substitutions or
repurchases of Mortgage Loans included in a Securitization Transaction originated or serviced by the Company, promptly upon the
occurrence of any such event.
In the event of a conflict or inconsistency between the terms of Exhibit N and the text of the applicable Item of Regulation
AB as cited above, the text of Regulation AB, its adopting release and other public statements of the SEC shall control.
The Company shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating
in a Pass-Through Transfer: each sponsor and issuing entity; each Person (including, but not limited to, any Master Servicer, if
applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect
to such Pass-Through Transfer, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange
Act with respect to such Pass-Through Transfer; each broker dealer acting as underwriter, placement agent or initial purchaser, each
Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of
the Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates of each of the
foregoing and of the Depositor (each, an "Indemnified Party"), and shall hold each of them harmless from and against any losses,
damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses
that any of them may sustain arising out of or based upon:
(i)(A) any untrue statement of a material fact contained or alleged to be contained in any information, report,
certification, accountants' letter or other material provided under this Section 11.18 by or on behalf of the Company, or provided
under this Section 11.18 by or on behalf of any Subservicer, Subcontractor or Third-Party Originator (collectively, the "CompanyInformation"), or (B) the omission or alleged omission to state in the Company Information a material fact required to be stated in
the Company Information or necessary in order to make the statements therein, in the light of the circumstances under which they were
made, not misleading; provided, by way of clarification, that clause (B) of this paragraph shall be construed solely by reference to
the Company Information and not to any other information communicated in connection with a sale or purchase of securities, without
regard to whether the Company Information or any portion thereof is presented together with or separately from such other information;
(ii) any failure by the Company, any Subservicer, any Subcontractor or any Third-Party Originator to deliver any
information, report, certification, accountants' letter or other material when and as required under this Section 11.18, including
any failure by the Company to identify pursuant to Section 11.19 any Subcontractor "participating in the servicing function" within
the meaning of Item 1122 of Regulation AB;
(iii) any breach by the Company of a representation or warranty set forth in Section 3.01 or in a writing furnished pursuant
to Section 3.01(q) and made as of a date prior to the closing date of the related Pass-Through Transfer, to the extent that such
breach is not cured by such closing date, or any breach by the Company of a representation or warranty in a writing furnished
pursuant to Section 3.01(q) to the extent made as of a date subsequent to such closing date; or
(iv) the negligence bad faith or willful misconduct of the Company in connection with its performance under this Section
11.18.
If the indemnification provided for herein is unavailable or insufficient to hold harmless an Indemnified Party, then the
Company agrees that it shall contribute to the amount paid or payable by such Indemnified Party as a result of any claims, losses,
damages or liabilities incurred by such Indemnified Party in such proportion as is appropriate to reflect the relative fault of such
Indemnified Party on the one hand and the Company on the other.
In the case of any failure of performance described above, the Company shall promptly reimburse the Purchaser, any
Depositor, as applicable, and each Person responsible for the preparation, execution or filing of any report required to be filed
with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d)
or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction, for all costs reasonably incurred by each
such party in order to obtain the information, report, certification, accountants' letter or other material not delivered as required
by the Company, any Subservicer, any Subcontractor or any Third-Party Originator.
This indemnification shall survive the termination of this Agreement or the termination of any party to this Agreement.
All Mortgage Loans not sold or transferred pursuant to a Reconstitution shall remain subject to, and serviced in accordance
with the terms of, this Agreement and the related Term Sheet, and with respect thereto this Agreement and the related Term Sheet
shall remain in full force and effect.
18. Article XI of the Agreement is hereby amended effective as of the date hereof by adding the following new Section
11.19:
Section 11.19. Use of Subservicers and Subcontractors.
(a) The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of
the Company as servicer under this Agreement or any Reconstitution Agreement unless the Company complies with the provisions of
paragraph (b) of this Section. The Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not
permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the
Company as servicer under this Agreement or any Reconstitution Agreement unless the Company complies with the provisions of paragraph
(d) of this Section.
(b) The Company shall cause any Subservicer used by the Company (or by any Subservicer) for the benefit of the Purchaser
and any Depositor to comply with the provisions of this Section and with Sections 3.01(p), 3.01(s), 6.04, 6.07 and 11.18 of this
Agreement to the same extent as if such Subservicer were the Company, and to provide the information required with respect to such
Subservicer under Section 3.01(r) of this Agreement. The Company shall be responsible for obtaining from each Subservicer and
delivering to the Purchaser and any Depositor any Annual Statement of Compliance required to be delivered by such Subservicer under
Section 6.04(a), any Assessment of Compliance and Attestation Report required to be delivered by such Subservicer under Section 6.07
and any Annual Certification required under Section 6.04(b) as and when required to be delivered.
(c) The Company shall promptly upon request provide to the Purchaser and any Depositor (or any designee of the
Depositor, such as an administrator) a written description (in form and substance satisfactory to the Purchaser and such Depositor)
of the role and function of each Subcontractor utilized by the Company or any Subservicer, specifying (i) the identity of each such
Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item
1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by
each Subcontractor identified pursuant to clause (ii) of this paragraph.
(d) As a condition to the utilization of any Subcontractor determined to be "participating in the servicing function"
within the meaning of Item 1122 of Regulation AB, the Company shall cause any such Subcontractor used by the Company (or by any
Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 6.07 and 11.18 of this
Agreement to the same extent as if such Subcontractor were the Company. The Company shall be responsible for obtaining from each
Subcontractor and delivering to the Purchaser and any Depositor any Assessment of Compliance and Attestation Report and the other
certificates required to be delivered by such Subservicer and such Subcontractor under Section 6.07, in each case as and when
required to be delivered.
19. Article XI of the Agreement is hereby amended effective as of the date hereof by adding the following new Section
11.20:
Section 11.20. Third Party Beneficiary.
For purposes of this Agreement, each Master Servicer shall be considered a third party beneficiary to this Agreement,
entitled to all the rights and benefits hereof as if it were a direct party to this Agreement.
20. The Agreement is hereby amended as of the date hereof by deleting Exhibit E in its entirety and replacing it with
the following:
EXHIBIT E
REPORTING DATA FOR MONTHLY REPORT
Standard File Layout - Master Servicing
___________________________________________________________________________________________________________________________________
Column Name Description Decimal Format Comment Max
Size
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SER_INVESTOR_NBR A value assigned by the Servicer to define a Text up to 10 digits 20
group of loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
LOAN_NBR A unique identifier assigned to each loan by Text up to 10 digits 10
the investor.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERVICER_LOAN_NBR A unique number assigned to a loan by the Text up to 10 digits 10
Servicer. This may be different than the
LOAN_NBR.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
BORROWER_NAME The borrower name as received in the file. Maximum length of 30 (Last, 30
It is not separated by first and last name. First)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_PAY_AMT Scheduled monthly principal and scheduled 2 No commas(,) or dollar signs 11
interest payment that a borrower is expected ($)
to pay, P&I constant.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NOTE_INT_RATE The loan interest rate as reported by the 4 Max length of 6 6
Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NET_INT_RATE The loan gross interest rate less the service 4 Max length of 6 6
fee rate as reported by the Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_FEE_RATE The servicer's fee rate for a loan as 4 Max length of 6 6
reported by the Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_FEE_AMT The servicer's fee amount for a loan as 2 No commas(,) or dollar signs 11
reported by the Servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NEW_PAY_AMT The new loan payment amount as reported by 2 No commas(,) or dollar signs 11
the Servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NEW_LOAN_RATE The new loan rate as reported by the Servicer. 4 Max length of 6 6
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ARM_INDEX_RATE The index the Servicer is using to calculate 4 Max length of 6 6
a forecasted rate.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ACTL_BEG_PRIN_BAL The borrower's actual principal balance at 2 No commas(,) or dollar signs 11
the beginning of the processing cycle. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ACTL_END_PRIN_BAL The borrower's actual principal balance at 2 No commas(,) or dollar signs 11
the end of the processing cycle. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
BORR_NEXT_PAY_DUE_DATE The date at the end of processing cycle that MM/DD/YYYY 10
the borrower's next payment is due to the
Servicer, as reported by Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_AMT_1 The first curtailment amount to be applied. 2 No commas(,) or dollar signs 11
($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_DATE_1 The curtailment date associated with the MM/DD/YYYY 10
first curtailment amount.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
CURT_ADJ_ AMT_1 The curtailment interest on the first 2 No commas(,) or dollar signs 11
curtailment amount, if applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_AMT_2 The second curtailment amount to be applied. 2 No commas(,) or dollar signs 11
($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_DATE_2 The curtailment date associated with the MM/DD/YYYY 10
second curtailment amount.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
CURT_ADJ_ AMT_2 The curtailment interest on the second 2 No commas(,) or dollar signs 11
curtailment amount, if applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_AMT_3 The third curtailment amount to be applied. 2 No commas(,) or dollar signs 11
($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_DATE_3 The curtailment date associated with the MM/DD/YYYY 10
third curtailment amount.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
CURT_ADJ_AMT_3 The curtailment interest on the third 2 No commas(,) or dollar signs 11
curtailment amount, if applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
PIF_AMT The loan "paid in full" amount as reported by 2 No commas(,) or dollar signs 11
the Servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
PIF_DATE The paid in full date as reported by the MM/DD/YYYY 10
Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
Action Code Key:
15=Bankruptcy,
ACTION_CODE The standard FNMA numeric code used to 30=Foreclosure, , 60=PIF, 2
indicate the default/delinquent status of a 63=Substitution,
particular loan. 65=Repurchase,70=REO
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
INT_ADJ_AMT The amount of the interest adjustment as 2 No commas(,) or dollar signs 11
reported by the Servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SOLDIER_SAILOR_ADJ_AMT The Soldier and Sailor Adjustment amount, if 2 No commas(,) or dollar signs 11
applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NON_ADV_LOAN_AMT The Non Recoverable Loan Amount, if 2 No commas(,) or dollar signs 11
applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
LOAN_LOSS_AMT The amount the Servicer is passing as a loss, 2 No commas(,) or dollar signs 11
if applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_BEG_PRIN_BAL The scheduled outstanding principal amount 2 No commas(,) or dollar signs 11
due at the beginning of the cycle date to be ($)
passed through to investors.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_END_PRIN_BAL The scheduled principal balance due to 2 No commas(,) or dollar signs 11
investors at the end of a processing cycle. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_PRIN_AMT The scheduled principal amount as reported by 2 No commas(,) or dollar signs 11
the Servicer for the current cycle -- only ($)
applicable for Scheduled/Scheduled Loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_NET_INT The scheduled gross interest amount less the 2 No commas(,) or dollar signs 11
service fee amount for the current cycle as
reported by the Servicer -- only applicable
for Scheduled/Scheduled Loans. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ACTL_PRIN_AMT The actual principal amount collected by the 2 No commas(,) or dollar signs 11
Servicer for the current reporting cycle -- ($)
only applicable for Actual/Actual Loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
The actual gross interest amount less the
service fee amount for the current reporting No commas(,) or dollar signs
ACTL_NET_INT cycle as reported by the Servicer -- only 2 ($) 11
applicable for Actual/Actual Loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
PREPAY_PENALTY_ AMT The penalty amount received when a borrower 2 No commas(,) or dollar signs 11
prepays on his loan as reported by the ($)
Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
PREPAY_PENALTY_ WAIVED The prepayment penalty amount for the loan 2 No commas(,) or dollar signs 11
waived by the servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
MOD_DATE The Effective Payment Date of the MM/DD/YYYY 10
Modification for the loan.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
MOD_TYPE The Modification Type. Varchar - value can be alpha 30
or numeric
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
DELINQ_P&I_ADVANCE_AMT The current outstanding principal and 2 No commas(,) or dollar signs 11
interest advances made by Servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
21. The Agreement is hereby amended as of the date hereof by adding the following new Exhibit F:
EXHIBIT F
REPORTING DATA FOR DEFAULTED LOANS
Standard File Layout – Delinquency Reporting
__________________________________________________________________________________________________________________________
Column/Header Name Description Decimal Format Comment
-------------------------------------- ---------------------------------------------------- -------------- ---------------
SERVICER_LOAN_NBR A unique number assigned to a loan by the
Servicer. This may be different than the LOAN_NBR
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOAN_NBR A unique identifier assigned to each loan by the
originator.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
CLIENT_NBR Servicer Client Number
-------------------------------------- ---------------------------------------------------- -------------- ---------------
SERV_INVESTOR_NBR Contains a unique number as assigned by an
external servicer to identify a group of loans in
their system.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BORROWER_FIRST_NAME First Name of the Borrower.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BORROWER_LAST_NAME Last name of the borrower.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_ADDRESS Street Name and Number of Property
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_STATE The state where the property located.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_ZIP Zip code where the property is located.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BORR_NEXT_PAY_DUE_DATE The date that the borrower's next payment is due MM/DD/YYYY
to the servicer at the end of processing cycle, as
reported by Servicer.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOAN_TYPE Loan Type (i.e. FHA, VA, Conv)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BANKRUPTCY_FILED_DATE The date a particular bankruptcy claim was filed. MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BANKRUPTCY_CHAPTER_CODE The chapter under which the bankruptcy was filed.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BANKRUPTCY_CASE_NBR The case number assigned by the court to the
bankruptcy filing.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POST_PETITION_DUE_DATE The payment due date once the bankruptcy has been MM/DD/YYYY
approved by the courts
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BANKRUPTCY_DCHRG_DISM_DATE The Date The Loan Is Removed From Bankruptcy. MM/DD/YYYY
Either by Dismissal, Discharged and/or a Motion
For Relief Was Granted.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOSS_MIT_APPR_DATE The Date The Loss Mitigation Was Approved By The MM/DD/YYYY
Servicer
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOSS_MIT_TYPE The Type Of Loss Mitigation Approved For A Loan
Such As;
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOSS_MIT_EST_COMP_DATE The Date The Loss Mitigation /Plan Is Scheduled To MM/DD/YYYY
End/Close
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOSS_MIT_ACT_COMP_DATE The Date The Loss Mitigation Is Actually Completed MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FRCLSR_APPROVED_DATE The date DA Admin sends a letter to the servicer MM/DD/YYYY
with instructions to begin foreclosure proceedings.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
ATTORNEY_REFERRAL_DATE Date File Was Referred To Attorney to Pursue MM/DD/YYYY
Foreclosure
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FIRST_LEGAL_DATE Notice of 1st legal filed by an Attorney in a MM/DD/YYYY
Foreclosure Action
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FRCLSR_SALE_EXPECTED_DATE The date by which a foreclosure sale is expected MM/DD/YYYY
to occur.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FRCLSR_SALE_DATE The actual date of the foreclosure sale. MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FRCLSR_SALE_AMT The amount a property sold for at the foreclosure 2 No commas(,)
sale. or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
EVICTION_START_DATE The date the servicer initiates eviction of the MM/DD/YYYY
borrower.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
EVICTION_COMPLETED_DATE The date the court revokes legal possession of the MM/DD/YYYY
property from the borrower.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LIST_PRICE The price at which an REO property is marketed. 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LIST_DATE The date an REO property is listed at a particular MM/DD/YYYY
price.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
OFFER_AMT The dollar value of an offer for an REO property. 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
OFFER_DATE_TIME The date an offer is received by DA Admin or by MM/DD/YYYY
the Servicer.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
REO_CLOSING_DATE The date the REO sale of the property is scheduled MM/DD/YYYY
to close.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
REO_ACTUAL_CLOSING_DATE Actual Date Of REO Sale MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
OCCUPANT_CODE Classification of how the property is occupied.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_CONDITION_CODE A code that indicates the condition of the
property.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_INSPECTION_DATE The date a property inspection is performed. MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
APPRAISAL_DATE The date the appraisal was done. MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
CURR_PROP_VAL The current "as is" value of the property based 2
on brokers price opinion or appraisal.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
REPAIRED_PROP_VAL The amount the property would be worth if repairs 2
are completed pursuant to a broker's price opinion
or appraisal.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
If applicable:
-------------------------------------- ---------------------------------------------------- -------------- ---------------
DELINQ_STATUS_CODE FNMA Code Describing Status of Loan
-------------------------------------- ---------------------------------------------------- -------------- ---------------
DELINQ_REASON_CODE The circumstances which caused a borrower to stop
paying on a loan. Code indicates the reason why
the loan is in default for this cycle.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
MI_CLAIM_FILED_DATE Date Mortgage Insurance Claim Was Filed With MM/DD/YYYY
Mortgage Insurance Company.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
MI_CLAIM_AMT Amount of Mortgage Insurance Claim Filed No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
MI_CLAIM_PAID_DATE Date Mortgage Insurance Company Disbursed Claim MM/DD/YYYY
Payment
-------------------------------------- ---------------------------------------------------- -------------- ---------------
MI_CLAIM_AMT_PAID Amount Mortgage Insurance Company Paid On Claim 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POOL_CLAIM_FILED_DATE Date Claim Was Filed With Pool Insurance Company MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POOL_CLAIM_AMT Amount of Claim Filed With Pool Insurance Company 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POOL_CLAIM_PAID_DATE Date Claim Was Settled and The Check Was Issued By MM/DD/YYYY
The Pool Insurer
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POOL_CLAIM_AMT_PAID Amount Paid On Claim By Pool Insurance Company 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_A_CLAIM_FILED_DATE Date FHA Part A Claim Was Filed With HUD MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_A_CLAIM_AMT Amount of FHA Part A Claim Filed 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_A_CLAIM_PAID_DATE Date HUD Disbursed Part A Claim Payment MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_A_CLAIM_PAID_AMT Amount HUD Paid on Part A Claim 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_B_CLAIM_FILED_DATE Date FHA Part B Claim Was Filed With HUD MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_B_CLAIM_AMT Amount of FHA Part B Claim Filed 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_B_CLAIM_PAID_DATE Date HUD Disbursed Part B Claim Payment MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_B_CLAIM_PAID_AMT Amount HUD Paid on Part B Claim 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
VA_CLAIM_FILED_DATE Date VA Claim Was Filed With the Veterans Admin MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
VA_CLAIM_PAID_DATE Date Veterans Admin. Disbursed VA Claim Payment MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
VA_CLAIM_PAID_AMT Amount Veterans Admin. Paid on VA Claim 2 No commas(,)
or dollar
signs ($)
__________________________________________________________________________________________________________________________
Exhibit 2: Standard File Codes – Delinquency Reporting
The Loss Mit Type field should show the approved Loss Mitigation Code as follows:
o ASUM- Approved Assumption
o BAP- Borrower Assistance Program
o CO- Charge Off
o DIL- Deed-in-Lieu
o FFA- Formal Forbearance Agreement
o MOD- Loan Modification
o PRE- Pre-Sale
o SS- Short Sale
o MISC- Anything else approved by the PMI or Pool Insurer
NOTE: Wells Fargo Bank will accept alternative Loss Mitigation Types to those above, provided that they are consistent with industry
standards. If Loss Mitigation Types other than those above are used, the Servicer must supply Wells Fargo Bank with a description of
each of the Loss Mitigation Types prior to sending the file.
The Occupant Code field should show the current status of the property code as follows:
o Mortgagor
o Tenant
o Unknown
o Vacant
The Property Condition field should show the last reported condition of the property as follows:
o Damaged
o Excellent
o Fair
o Gone
o Good
o Poor
o Special Hazard
o Unknown
Exhibit 2: Standard File Codes – Delinquency Reporting, Continued
The FNMA Delinquent Reason Code field should show the Reason for Delinquency as follows:
__________________________________________________________________________________
Delinquency Code Delinquency Description
------------------------ ---------------------------------------------------------
001 FNMA-Death of principal mortgagor
------------------------ ---------------------------------------------------------
002 FNMA-Illness of principal mortgagor
------------------------ ---------------------------------------------------------
003 FNMA-Illness of mortgagor's family member
------------------------ ---------------------------------------------------------
004 FNMA-Death of mortgagor's family member
------------------------ ---------------------------------------------------------
005 FNMA-Marital difficulties
------------------------ ---------------------------------------------------------
006 FNMA-Curtailment of income
------------------------ ---------------------------------------------------------
007 FNMA-Excessive Obligation
------------------------ ---------------------------------------------------------
008 FNMA-Abandonment of property
------------------------ ---------------------------------------------------------
009 FNMA-Distant employee transfer
------------------------ ---------------------------------------------------------
011 FNMA-Property problem
------------------------ ---------------------------------------------------------
012 FNMA-Inability to sell property
------------------------ ---------------------------------------------------------
013 FNMA-Inability to rent property
------------------------ ---------------------------------------------------------
014 FNMA-Military Service
------------------------ ---------------------------------------------------------
015 FNMA-Other
------------------------ ---------------------------------------------------------
016 FNMA-Unemployment
------------------------ ---------------------------------------------------------
017 FNMA-Business failure
------------------------ ---------------------------------------------------------
019 FNMA-Casualty loss
------------------------ ---------------------------------------------------------
022 FNMA-Energy environment costs
------------------------ ---------------------------------------------------------
023 FNMA-Servicing problems
------------------------ ---------------------------------------------------------
026 FNMA-Payment adjustment
------------------------ ---------------------------------------------------------
027 FNMA-Payment dispute
------------------------ ---------------------------------------------------------
029 FNMA-Transfer of ownership pending
------------------------ ---------------------------------------------------------
030 FNMA-Fraud
------------------------ ---------------------------------------------------------
031 FNMA-Unable to contact borrower
------------------------ ---------------------------------------------------------
INC FNMA-Incarceration
__________________________________________________________________________________
Exhibit 2: Standard File Codes – Delinquency Reporting, Continued
The FNMA Delinquent Status Code field should show the Status of Default as follows:
________________________________________________________________________________
Status Code Status Description
------------------------ -------------------------------------------------------
09 Forbearance
------------------------ -------------------------------------------------------
17 Pre-foreclosure Sale Closing Plan Accepted
------------------------ -------------------------------------------------------
24 Government Seizure
------------------------ -------------------------------------------------------
26 Refinance
------------------------ -------------------------------------------------------
27 Assumption
------------------------ -------------------------------------------------------
28 Modification
------------------------ -------------------------------------------------------
29 Charge-Off
------------------------ -------------------------------------------------------
30 Third Party Sale
------------------------ -------------------------------------------------------
31 Probate
------------------------ -------------------------------------------------------
32 Military Indulgence
------------------------ -------------------------------------------------------
43 Foreclosure Started
------------------------ -------------------------------------------------------
44 Deed-in-Lieu Started
------------------------ -------------------------------------------------------
49 Assignment Completed
------------------------ -------------------------------------------------------
61 Second Lien Considerations
------------------------ -------------------------------------------------------
62 Veteran's Affairs-No Bid
------------------------ -------------------------------------------------------
63 Veteran's Affairs-Refund
------------------------ -------------------------------------------------------
64 Veteran's Affairs-Buydown
------------------------ -------------------------------------------------------
65 Chapter 7 Bankruptcy
------------------------ -------------------------------------------------------
66 Chapter 11 Bankruptcy
------------------------ -------------------------------------------------------
67 Chapter 13 Bankruptcy
________________________________________________________________________________
22. The Agreement is hereby amended effective as of the date hereof by adding the following new Exhibit K:
EXHIBIT K
COMPANY'S OBLIGATIONS IN CONNECTION
WITH A RECONSTITUTION
• The Company shall (i) possess the ability to service to a securitization documents; (ii) service on a
"Scheduled/Scheduled" reporting basis (advancing through the liquidation of an REO Property), (iii) make compensating interest
payments on payoffs and curtailments and (iv) remit and report to a Master Servicer in format acceptable to such Master Servicer by
the 10th calendar day of each month.
• The Company shall provide an acceptable annual certification (officer's certificate) to the Master Servicer (as
required by the Sarbanes-Oxley Act of 2002) as well as any other annual certifications required under the securitization documents
(i.e. the annual statement as to compliance/annual independent certified public accountants' servicing report due by March 1 of each
year).
• The Company shall allow for the Purchaser, the Master Servicer or their designee to perform a review of audited
financials and net worth of the Company.
• The Company shall provide a Uniform Single Attestation Program certificate and Management Assertion as requested by
the Master Servicer or the Purchaser.
• The Company shall provide information on each Custodial Account as requested by the Master Servicer or the
Purchaser, and each Custodial Accounts shall comply with the requirements for such accounts as set forth in the securitization
documents.
• The Company shall maintain its servicing system in accordance with the requirements of the Master Servicer.
23. The Agreement is hereby amended effective as of the date hereof by adding the following new Exhibit L:
EXHIBIT L
FORM OF COMPANY CERTIFICATION
Re: The [ ] agreement dated as of [ l, 200[ ] (the "Agreement"), among [IDENTIFY PARTIES]
I, ____________________________, the _______________________ of [NAME OF COMPANY] (the "Company"), certify to [the
Purchaser], [the Depositor], and the [Master Servicer] [Securities Administrator] [Trustee], and their officers, with the knowledge
and intent that they will rely upon this certification, that:
I have reviewed the servicer compliance statement of the Company provided in accordance with Item 1123 of Regulation
AB (the "Compliance Statement"), the report on assessment of the Company's compliance with the servicing criteria set forth
in Item 1122(d) of Regulation AB (the "Servicing Criteria"), provided in accordance with Rules 13a-18 and 15d-18 under
Securities Exchange Act of 1934, as amended (the "Exchange Act") and Item 1122 of Regulation AB (the "Servicing
Assessment"), the registered public accounting firm's attestation report provided in accordance with Rules 13a-18 and 15d-18
under the Exchange Act and Section 1122(b) of Regulation AB (the "Attestation Report"), and all servicing reports, officer's
certificates and other information relating to the servicing of the Mortgage Loans by the Company during 200[ ] that were
delivered by the Company to the [Depositor] [Master Servicer] [Securities Administrator] [Trustee] pursuant to the Agreement
(collectively, the "Company Servicing Information");
Based on my knowledge, the Company Servicing Information, taken as a whole, does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the statements made, in the light of the circumstances
under which such statements were made, not misleading with respect to the period of time covered by the Company Servicing
Information;
Based on my knowledge, all of the Company Servicing Information required to be provided by the Company under the
Agreement has been provided to the [Depositor] [Master Servicer] [Securities Administrator] [Trustee];
I am responsible for reviewing the activities performed by the Company as servicer under the Agreement, and based on
my knowledge and the compliance review conducted in preparing the Compliance Statement and except as disclosed in the
Compliance Statement, the Servicing Assessment or the Attestation Report, the Company has fulfilled its obligations under
the Agreement in all material respects; and
The Compliance Statement required to be delivered by the Company pursuant to this Agreement, and the Servicing Assessment and
Attestation Report required to be provided by the Company and by any Subservicer and Subcontractor pursuant to the Agreement, have
been provided to the [Depositor] [Master Servicer]. Any material instances of noncompliance described in such reports have been
disclosed to the [Depositor] [Master Servicer]. Any material instance of noncompliance with the Servicing Criteria has been disclosed
in such reports.
24. The Agreement is hereby amended effective as of the date hereof by adding the following new Exhibit M:
EXHIBIT M
SUMMARY OF REGULATION AB
SERVICING CRITERIA
NOTE: This Exhibit M is provided for convenience of reference only. In the event of a conflict or inconsistency between the terms of
this Exhibit M and the text of Regulation AB, the text of Regulation AB, its adopting release and other public statements of the SEC
shall control.
Item 1122(d)
(a) General servicing considerations.
(1) Policies and procedures are instituted to monitor any performance or other triggers and events of default
in accordance with the transaction agreements.
(2) If any material servicing activities are outsourced to third parties, policies and procedures are
instituted to monitor the third party's performance and compliance with such servicing activities.
(3) Any requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are
maintained.
(4) A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing
function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the
transaction agreements.
(b) Cash collection and administration.
(1) Payments on mortgage loans are deposited into the appropriate custodial bank accounts and related bank
clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction
agreements.
(2) Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized
personnel.
(3) Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or
other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.
(4) The related accounts for the transaction, such as cash reserve accounts or accounts established as a form
of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction
agreements.
(5) Each custodial account is maintained at a federally insured depository institution as set forth in the
transaction agreements. For purposes of this criterion, "federally insured depository institution" with respect to a foreign
financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities
Exchange Act.
(6) Unissued checks are safeguarded so as to prevent unauthorized access.
(7) Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts,
including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared
within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements;
(C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for
reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other
number of days specified in the transaction agreements.
(c) Investor remittances and reporting.
(1) Reports to investors, including those to be filed with the Commission, are maintained in accordance with
the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with
timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms
specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree
with investors' or the trustee's records as to the total unpaid principal balance and number of mortgage loans serviced by the
Servicer.
(2) Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority
and other terms set forth in the transaction agreements.
(3) Disbursements made to an investor are posted within two business days to the Servicer's investor records,
or such other number of days specified in the transaction agreements.
(4) Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of
payment, or custodial bank statements.
(d) Mortgage Loan administration.
(1) Collateral or security on mortgage loans is maintained as required by the transaction agreements or related
mortgage loan documents.
(2) Mortgage loan and related documents are safeguarded as required by the transaction agreements.
(3) Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance
with any conditions or requirements in the transaction agreements.
(4) Payments on mortgage loans, including any payoffs, made in accordance with the related mortgage loan
documents are posted to the Servicer's obligor records maintained no more than two business days after receipt, or such other number
of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance
with the related mortgage loan documents.
(5) The Servicer's records regarding the mortgage loans agree with the Servicer's records with respect to an
obligor's unpaid principal balance.
(6) Changes with respect to the terms or status of an obligor's mortgage loans (e.g., loan modifications or
re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related mortgage
loan documents.
(7) Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of
foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes
or other requirements established by the transaction agreements.
(8) Records documenting collection efforts are maintained during the period a mortgage loan is delinquent in
accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified
in the transaction agreements, and describe the entity's activities in monitoring delinquent mortgage loans including, for example,
phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).
(9) Adjustments to interest rates or rates of return for mortgage loans with variable rates are computed based
on the related mortgage loan documents.
(10) Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed,
in accordance with the obligor's mortgage loan documents, on at least an annual basis, or such other period specified in the
transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan
documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related
mortgage loans, or such other number of days specified in the transaction agreements.
(11) Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related
penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been
received by the Servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction
agreements.
(12) Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from
the Servicer's funds and not charged to the obligor, unless the late payment was due to the obligor's error or omission.
(13) Disbursements made on behalf of an obligor are posted within two business days to the obligor's records
maintained by the Servicer, or such other number of days specified in the transaction agreements.
(14) Delinquencies, charge-offs and uncollectable accounts are recognized and recorded in accordance with the
transaction agreements.
(15) Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of
Regulation AB, is maintained as set forth in the transaction agreements.
25. The Agreement is hereby amended effective as of the date hereof by adding the following new Exhibit N:
EXHIBIT N
SUMMARY OF APPLICABLE REGULATION AB REQUIREMENTS
NOTE: This Exhibit N is provided for convenience of reference only. In the event of a conflict or inconsistency between the terms of
this Exhibit N and the text of Regulation AB, the text of Regulation AB, its adopting release and other public statements of the SEC
shall control.
Item 1105(a)(1)-(3) and (c)
-Provide static pool information with respect to mortgage loans that were originated or purchased by the Company and which
are of the same type as the Mortgage Loans.
-Provide static pool information regarding delinquencies, cumulative losses and prepayments for prior securitized pools of
the Company.
-If the Company has less than 3 years experience securitizing assets of the same type as the Mortgage Loans, provide the
static pool information by vintage origination years regarding loans originated or purchased by the Company, instead of by prior
securitized pool. A vintage origination year represents mortgage loans originated during the same year.
-Such static pool information shall be for the prior five years, or for so long as the Company has been originating or
purchasing (in the case of data by vintage origination year) or securitizing (in the case of data by prior securitized pools) such
mortgage loans if for less than five years.
-The static pool information for each vintage origination year or prior securitized pool, as applicable, shall be presented
in monthly increments over the life of the mortgage loans included in the vintage origination year or prior securitized pool.
-Provide summary information for the original characteristics of the prior securitized pools or vintage origination years,
as applicable and material, including: number of pool assets, original pool balance, weighted average initial loan balance, weighted
average mortgage rate, weighted average and minimum and maximum FICO, product type, loan purpose, weighted average and minimum and
maximum LTV, distribution of loans by mortgage rate, and geographic concentrations of 5% or more.
Item 1108(b) and (c)
Provide the following information with respect to each servicer that will service, including interim service, 20% or more of
the mortgage loans in any loan group in the securitization issued in the Pass-Through Transfer:
-a description of the Company's form of organization;
-a description of how long the Company has been servicing residential mortgage loans; a general discussion of the Company's
experience in servicing assets of any type as well as a more detailed discussion of the Company's experience in, and procedures for
the servicing function it will perform under this Agreement and any Reconstitution Agreements; information regarding the size,
composition and growth of the Company's portfolio of mortgage loans of the type similar to the Mortgage Loans and information on
factors related to the Company that may be material to any analysis of the servicing of the Mortgage Loans or the related
asset-backed securities, as applicable, including whether any default or servicing related performance trigger has occurred as to any
other securitization due to any act or failure to act of the Company, whether any material noncompliance with applicable servicing
criteria as to any other securitization has been disclosed or reported by the Company, and the extent of outsourcing the Company uses;
-a description of any material changes to the Company's policies or procedures in the servicing function it will perform
under this Agreement and any Reconstitution Agreements for mortgage loans of the type similar to the Mortgage Loans during the past
three years;
-information regarding the Company's financial condition to the extent that there is a material risk that the effect on one
or more aspects of servicing resulting from such financial condition could have a material impact on the performance of the
securities issued in the Pass-Through Transfer, or on servicing of mortgage loans of the same asset type as the Mortgage Loans;
-any special or unique factors involved in servicing loans of the same type as the Mortgage Loans, and the Company's
processes and procedures designed to address such factors;
-statistical information regarding principal and interest advances made by the Company on the Mortgage Loans and the
Company's overall servicing portfolio for the past three years; and
-the Company's process for handling delinquencies, losses, bankruptcies and recoveries, such as through liquidation of REO
Properties, foreclosure, sale of the Mortgage Loans or workouts.
Item 1110(a)
-Identify any originator or group of affiliated originators that originated, or is expected to originate, 10% or more of the
mortgage loans in any loan group in the securitization issued in the Pass-Through Transfer.
Item 1110(b)
Provide the following information with respect to any originator or group of affiliated originators that originated, or is
expected to originate, 20% or more of the mortgage loans in any loan group in the securitization issued in the Pass-Through Transfer:
-the Company's form of organization; and
-a description of the Company's origination program and how long the Company has been engaged in originating residential
mortgage loans, which description must include a discussion of the Company's experience in originating mortgage loans of the same
type as the Mortgage Loans and information regarding the size and composition of the Company's origination portfolio as well as
information that may be material to an analysis of the performance of the Mortgage Loans, such as the Company's credit-granting or
underwriting criteria for mortgage loans of the same type as the Mortgage Loans.
Item 1117
-describe any legal proceedings pending against the Company or against any of its property, including any proceedings known
to be contemplated by governmental authorities, that may be material to the holders of the securities issued in the Pass-Through
Transfer.
Item 1119(a)
-describe any affiliations of the Company, each other originator of the Mortgage Loans and each Subservicer with the
sponsor, depositor, issuing entity, trustee, any originator, any other servicer, any significant obligor, enhancement or support
provider or any other material parties related to the Pass-Through Transfer.
Item 1119(b)
-describe any business relationship, agreement, arrangement, transaction or understanding entered into outside of the
ordinary course of business or on terms other than those obtained in an arm's length transaction with an unrelated third party, apart
from the Pass-Through Transfer, between the Company, each other originator of the Mortgage Loans and each Subservicer, or their
respective affiliates, and the sponsor, depositor or issuing entity or their respective affiliates, that exists currently or has
existed during the past two years, that may be material to the understanding of an investor in the securities issued in the
Pass-Through Transfer.
Item 1119(c)
-describe any business relationship, agreement, arrangement, transaction or understanding involving or relating to the
Mortgage Loans or the Pass-Through Transfer, including the material terms and approximate dollar amount involved, between the
Company, each other originator of the Mortgage Loans and each Subservicer, or their respective affiliates and the sponsor, depositor
or issuing entity or their respective affiliates, that exists currently or has existed during the past two years.
26. The Agreement is hereby amended effective as of the date hereof by adding the following new Exhibit O:
EXHIBIT O
SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
The assessment of compliance to be delivered by [the Company] [Name of Subservicer] shall address, at a minimum, the
criteria identified as below as "Applicable Servicing Criteria":
_____________________________________________________________________________________________________________________
Servicing Criteria Applicable Servicing
Criteria
--------------------------------------------------------------------------------------------- -----------------------
Reference Criteria
----------------------- --------------------------------------------------------------------- -----------------------
General Servicing Considerations
----------------------- -----------------------
1122(d)(1)(i) Policies and procedures are instituted to monitor any performance X
or other triggers and events of default in accordance with the
transaction agreements.
----------------------- -----------------------
1122(d)(1)(ii) If any material servicing activities are outsourced to third X
parties, policies and procedures are instituted to monitor the
third party's performance and compliance with such servicing
activities.
----------------------- -----------------------
1122(d)(1)(iii) Any requirements in the transaction agreements to maintain a
back-up servicer for the mortgage loans are maintained.
----------------------- -----------------------
1122(d)(1)(iv) A fidelity bond and errors and omissions policy is in effect on the X
party participating in the servicing function throughout the
reporting period in the amount of coverage required by and
otherwise in accordance with the terms of the transaction
agreements.
----------------------- -----------------------
Cash Collection and Administration
----------------------- -----------------------
1122(d)(2)(i) Payments on mortgage loans are deposited into the appropriate X
custodial bank accounts and related bank clearing accounts no more
than two business days following receipt, or such other number of
days specified in the transaction agreements.
----------------------- -----------------------
1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an obligor or to X
an investor are made only by authorized personnel.
----------------------- -----------------------
1122(d)(2)(iii) Advances of funds or guarantees regarding collections, cash flows X
or distributions, and any interest or other fees charged for such
advances, are made, reviewed and approved as specified in the
transaction agreements.
----------------------- -----------------------
The related accounts for the transaction, such as cash reserve
accounts or accounts established as a form of
overcollateralization, are separately maintained (e.g., with X
respect to commingling of cash) as set forth in the transaction
1122(d)(2)(iv) agreements.
----------------------- -----------------------
1122(d)(2)(v) Each custodial account is maintained at a federally insured X
depository institution as set forth in the transaction agreements.
For purposes of this criterion, "federally insured depository
institution" with respect to a foreign financial institution means
a foreign financial institution that meets the requirements of Rule
13k-1(b)(1) of the Securities Exchange Act.
----------------------- -----------------------
1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent unauthorized X
access.
----------------------- -----------------------
1122(d)(2)(vii) Reconciliations are prepared on a monthly basis for all x
asset-backed securities related bank accounts, including custodial
accounts and related bank clearing accounts. These reconciliations
are (A) mathematically accurate; (B) prepared within 30 calendar
days after the bank statement cutoff date, or such other number of
days specified in the transaction agreements; (C) reviewed and
approved by someone other than the person who prepared the
reconciliation; and (D) contain explanations for reconciling items.
These reconciling items are resolved within 90 calendar days of
their original identification, or such other number of days
specified in the transaction agreements.
----------------------- -----------------------
Investor Remittances and Reporting
----------------------- -----------------------
1122(d)(3)(i) Reports to investors, including those to be filed with the x
Commission, are maintained in accordance with the transaction
agreements and applicable Commission requirements. Specifically,
such reports (A) are prepared in accordance with timeframes and
other terms set forth in the transaction agreements; (B) provide
information calculated in accordance with the terms specified in
the transaction agreements; (C) are filed with the Commission as
required by its rules and regulations; and (D) agree with
investors' or the trustee's records as to the total unpaid
principal balance and number of mortgage loans serviced by the
Servicer.
----------------------- -----------------------
1122(d)(3)(ii) Amounts due to investors are allocated and remitted in accordance x
with timeframes, distribution priority and other terms set forth in
the transaction agreements.
----------------------- -----------------------
Disbursements made to an investor are posted within two business
days to the Servicer's investor records, or such other number of x
1122(d)(3)(iii) days specified in the transaction agreements.
----------------------- -----------------------
Amounts remitted to investors per the investor reports agree with
cancelled checks, or other form of payment, or custodial bank x
1122(d)(3)(iv) statements.
----------------------- -----------------------
Pool Asset Administration
----------------------- -----------------------
1122(d)(4)(i) Collateral or security on mortgage loans is maintained as required x
by the transaction agreements or related mortgage loan documents.
----------------------- -----------------------
Mortgage loan and related documents are safeguarded as required by x
1122(d)(4)(ii) the transaction agreements
----------------------- -----------------------
1122(d)(4)(iii) Any additions, removals or substitutions to the asset pool are x
made, reviewed and approved in accordance with any conditions or
requirements in the transaction agreements.
----------------------- -----------------------
1122(d)(4)(iv) Payments on mortgage loans, including any payoffs, made in x
accordance with the related mortgage loan documents are posted to
the Servicer's obligor records maintained no more than two business
days after receipt, or such other number of days specified in the
transaction agreements, and allocated to principal, interest or
other items (e.g., escrow) in accordance with the related mortgage
loan documents.
----------------------- -----------------------
1122(d)(4)(v) The Servicer's records regarding the mortgage loans agree with the x
Servicer's records with respect to an obligor's unpaid principal
balance.
----------------------- -----------------------
1122(d)(4)(vi) Changes with respect to the terms or status of an obligor's x
mortgage loans (e.g., loan modifications or re-agings) are made,
reviewed and approved by authorized personnel in accordance with
the transaction agreements and related pool asset documents.
----------------------- -----------------------
1122(d)(4)(vii) Loss mitigation or recovery actions (e.g., forbearance plans, x
modifications and deeds in lieu of foreclosure, foreclosures and
repossessions, as applicable) are initiated, conducted and
concluded in accordance with the timeframes or other requirements
established by the transaction agreements.
----------------------- -----------------------
1122(d)(4)(viii) Records documenting collection efforts are maintained during the x
period a mortgage loan is delinquent in accordance with the
transaction agreements. Such records are maintained on at least a
monthly basis, or such other period specified in the transaction
agreements, and describe the entity's activities in monitoring
delinquent mortgage loans including, for example, phone calls,
letters and payment rescheduling plans in cases where delinquency
is deemed temporary (e.g., illness or unemployment).
----------------------- -----------------------
1122(d)(4)(ix) Adjustments to interest rates or rates of return for mortgage loans x
with variable rates are computed based on the related mortgage loan
documents.
----------------------- -----------------------
1122(d)(4)(x) Regarding any funds held in trust for an obligor (such as escrow x
accounts): (A) such funds are analyzed, in accordance with the
obligor's mortgage loan documents, on at least an annual basis, or
such other period specified in the transaction agreements; (B)
interest on such funds is paid, or credited, to obligors in
accordance with applicable mortgage loan documents and state laws;
and (C) such funds are returned to the obligor within 30 calendar
days of full repayment of the related mortgage loans, or such other
number of days specified in the transaction agreements.
----------------------- -----------------------
1122(d)(4)(xi) Payments made on behalf of an obligor (such as tax or insurance x
payments) are made on or before the related penalty or expiration
dates, as indicated on the appropriate bills or notices for such
payments, provided that such support has been received by the
servicer at least 30 calendar days prior to these dates, or such
other number of days specified in the transaction agreements.
----------------------- -----------------------
1122(d)(4)(xii) Any late payment penalties in connection with any payment to be x
made on behalf of an obligor are paid from the servicer's funds and
not charged to the obligor, unless the late payment was due to the
obligor's error or omission.
----------------------- -----------------------
Disbursements made on behalf of an obligor are posted within two
business days to the obligor's records maintained by the servicer,
or such other number of days specified in the transaction x
1122(d)(4)(xiii) agreements.
----------------------- -----------------------
1122(d)(4)(xiv) Delinquencies, charge-offs and uncollectible accounts are x
recognized and recorded in accordance with the transaction
agreements.
----------------------- -----------------------
Any external enhancement or other support, identified in Item
1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained
1122(d)(4)(xv) as set forth in the transaction agreements.
_____________________________________________________________________________________________________________________
[NAME OF COMPANY] [NAME OF SUBSERVICER]
Date:__________________________________
By:____________________________________
Name:__________________________________
Title:_________________________________
27. The Agreement is hereby amended as of the date hereof by adding the following new Exhibit P:
EXHIBIT P
REPORTING DATA FOR REALIZED LOSSES AND GAINS
Calculation of Realized Loss/Gain Form 332– Instruction Sheet
NOTE: Do not net or combine items. Show all expenses individually and all credits as separate line items. Claim packages
are due on the remittance report date. Late submissions may result in claims not being passed until the following month.
The Servicer is responsible to remit all funds pending loss approval and /or resolution of any disputed items.
The numbers on the 332 form correspond with the numbers listed below.
Liquidation and Acquisition Expenses:
1. The Actual Unpaid Principal Balance of the Mortgage Loan. For documentation, an Amortization Schedule from date of
default through liquidation breaking out the net interest and servicing fees advanced is required.
2. The Total Interest Due less the aggregate amount of servicing fee that would have been earned if all delinquent
payments had been made as agreed. For documentation, an Amortization Schedule from date of default through
liquidation breaking out the net interest and servicing fees advanced is required.
3. Accrued Servicing Fees based upon the Scheduled Principal Balance of the Mortgage Loan as calculated on a monthly
basis. For documentation, an Amortization Schedule from date of default through liquidation breaking out the net
interest and servicing fees advanced is required.
4-12. Complete as applicable. Required documentation:
* For taxes and insurance advances – see page 2 of 332 form - breakdown required showing period
of coverage, base tax, interest, penalty. Advances prior to default require evidence of servicer
efforts to recover advances.
* For escrow advances - complete payment history
(to calculate advances from last positive escrow balance forward)
* Other expenses - copies of corporate advance history showing all payments
* REO repairs > $1500 require explanation
* REO repairs >$3000 require evidence of at least 2 bids.
* Short Sale or Charge Off require P &L supporting the decision and WFB's approved Officer Certificate
* Unusual or extraordinary items may require further documentation.
13. The total of lines 1 through 12.
Credits:
14-21. Complete as applicable. Required documentation:
* Copy of the HUD 1 from the REO sale. If a 3rd Party Sale, bid instructions and Escrow Agent / Attorney
Letter of Proceeds Breakdown.
* Copy of EOB for any MI or gov't guarantee
* All other credits need to be clearly defined on the 332 form
22. The total of lines 14 through 21.
Please Note: For HUD/VA loans, use line (18a) for Part A/Initial proceeds and line (18b) for Part B/Supplemental
proceeds.
Total Realized Loss (or Amount of Any Gain)
23. The total derived from subtracting line 22 from 13. If the amount represents a realized gain, show the amount in
parenthesis ( ).
Calculation of Realized Loss/Gain Form 332
Prepared by: __________________ Date: _______________
Phone: ______________________ Email Address:_____________________
---------------------------------- -------------------------------------- --------------------------------------------
Servicer Loan No. Servicer Name Servicer Address
---------------------------------- -------------------------------------- --------------------------------------------
WELLS FARGO BANK, N.A. Loan No._____________________________
Borrower's Name: _________________________________________________________
Property Address: _________________________________________________________
Liquidation Type: REO Sale 3rd Party Sale Short Sale Charge Off
Was this loan granted a Bankruptcy deficiency or cramdown Yes No
If "Yes", provide deficiency or cramdown amount ________________________________________
Liquidation and Acquisition Expenses:
(1) Actual Unpaid Principal Balance of Mortgage Loan $ ________________(1)
(2) Interest accrued at Net Rate ________________(2)
(3) Accrued Servicing Fees ________________(3)
(4) Attorney's Fees ________________(4)
(5) Taxes (see page 2) ________________(5)
(6) Property Maintenance ________________(6)
(7) MI/Hazard Insurance Premiums (see page 2) ________________(7)
(8) Utility Expenses ________________(8)
(9) Appraisal/BPO ________________(9)
(10) Property Inspections _______________(10)
(11) FC Costs/Other Legal Expenses _______________(11)
(12) Other (itemize) _______________(12)
Cash for Keys__________________________ _______________(12)
HOA/Condo Fees_______________________ _______________(12)
______________________________________ _______________(12)
Total Expenses $ _______________(13)
Credits:
(14) Escrow Balance $_______________ (14)
(15) HIP Refund ________________(15)
(16) Rental Receipts ________________(16)
(17) Hazard Loss Proceeds ________________(17)
(18) Primary Mortgage Insurance / Gov't Insurance ________________(18a)
HUD Part A
________________(18b)
HUD Part B
(19) Pool Insurance Proceeds ________________(19)
(20) Proceeds from Sale of Acquired Property ________________(20)
(21) Other (itemize) ________________(21)
_________________________________________ ________________(21)
Total Credits $________________(22)
Total Realized Loss (or Amount of Gain) $________________(23)
Escrow Disbursement Detail
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Type Date Paid Period of Total Paid Base Amount Penalties Interest
(Tax /Ins.) Coverage
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28. Except as amended above, the Agreement shall continue to be in full force and effect in accordance with its terms.
29. This Amendment may be executed by one or more of the parties hereto on any number of separate counterparts and of
said counterparts taken together shall be deemed to constitute one and the same instrument.
[SIGNATURE PAGES FOLLOW]
IN WITNESS WHEREOF, the following parties have caused their names to be signed hereto by their respective officers thereunto
duly authorized as of the day and year first above written.
EMC MORTGAGE CORPORATION,
as Purchaser
By:
Name:
Title:
HOMEBANC MORTGAGE CORPORATION,
as Company
By:
Name:
Title:
EXHIBIT H-4
EMC MORTGAGE CORPORATION
Purchaser,
HSBC MORTGAGE CORPORATION (USA)
Company,
AMENDED AND RESTATED
PURCHASE, WARRANTIES AND SERVICING AGREEMENT
Dated as of September 1, 2005
(Fixed and Adjustable Rate Mortgage Loans)
This is an Amended and Restated Purchase, Warranties and Servicing Agreement, dated as of
September 1, 2005, which amends and restates the Purchase, Warranties and Servicing Agreement,
originally dated May 1, 2002, each between EMC MORTGAGE CORPORATION, as Purchaser, with offices located
at Mac Arthur Ridge II, 909 Hidden Ridge Drive, Suite 200, Irving, Texas75038 (the "Purchaser") and
HSBC Mortgage Corporation (USA), with offices located at 2929 Walden Avenue, Depew, New York14043 (the
"Company").
W I T N E S S E T H :
WHEREAS, the Purchaser has heretofore agreed to purchase from the Company and the Company has
heretofore agreed to sell to the Purchaser, from time to time, certain Mortgage Loans on a servicing
retained basis;
WHEREAS, each of the Mortgage Loans is secured by a mortgage, deed of trust or other security
instrument creating a first lien on a residential dwelling located in the jurisdiction indicated on the
Mortgage Loan Schedule, which is annexed to the related Term Sheet; and
WHEREAS, the Purchaser and the Company wish to prescribe the representations and warranties of
the Company with respect to itself and the Mortgage Loans and the management, servicing and control of
the Mortgage Loans;
NOW, THEREFORE, in consideration of the mutual agreements hereinafter set forth, and for other
good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Purchaser
and the Company agree as follows:
ARTICLE I
DEFINITIONSSection 1.01 Defined Terms.
Whenever used in this Agreement, the following words and phrases, unless the context otherwise
requires, shall have the following meaning specified in this Article:
Accepted Servicing Practices: With respect to any Mortgage Loan, those mortgage servicing
practices (including collection procedures) of prudent mortgage banking institutions which service
mortgage loans of the same type as such Mortgage Loan in the jurisdiction where the related Mortgaged
Property is located, and which are in accordance with Fannie Mae servicing practices and procedures, for
MBS pool mortgages, as defined in the Fannie Mae Guides including future updates.
Adjustment Date: As to each adjustable rate Mortgage Loan, the date on which the Mortgage
Interest Rate is adjusted in accordance with the terms of the related Mortgage Note.
Agreement: This Purchase, Warranties and Servicing Agreement including all exhibits hereto,
amendments hereof and supplements hereto.
Appraised Value: With respect to any Mortgaged Property, the lesser of (i) the value thereof
as determined by an appraisal made for the originator of the Mortgage Loan at the time of origination of
the Mortgage Loan by an appraiser who met the minimum requirements of Fannie Mae and FHLMC, and (ii) the
purchase price paid for the related Mortgaged Property by the Mortgagor with the proceeds of the
Mortgage Loan, provided, however, in the case of a Refinanced Mortgage Loan, such value of the Mortgaged
Property is based solely upon the value determined by an appraisal made for the originator of such
Refinanced Mortgage Loan at the time of origination of such Refinanced Mortgage Loan by an appraiser who
met the minimum requirements of FANNIE MAE and FHLMC. However in the case of a mortgage made on
property in New York State value will always be determined by the appraisal for determining any
requirement for primary mortgage insurance only.
Assignment: An individual assignment of the Mortgage, notice of transfer or equivalent
instrument, in recordable form, sufficient under the laws of the jurisdiction wherein the related
Mortgaged Property is located to reflect of record the sale or transfer of the Mortgage Loan.
BIF: The Bank Insurance Fund, or any successor thereto.
Business Day: Any day other than: (i) a Saturday or Sunday, or (ii) a legal holiday in the
State of New York or (iii) a day on which banks in the State of New York are authorized or obligated by
law or executive order to be closed.
Buydown Agreement: An agreement between the Seller and a Mortgagor, or an agreement among the
Company, a Mortgagor and a seller of a Mortgaged Property or a third party with respect to a Mortgage
Loan which provides for the application of Buydown Funds.
Buydown Funds: In respect of any Buydown Mortgage Loan, any amount contributed by seller of a
Mortgaged Property subject to a Buydown Mortgage Loan, the buyer of such property, the Company or any
other source, plus interest earned thereon, in order to enable the Mortgagor to reduce the payments
required to be made from the mortgagor's fund in the early years of a Mortgage Loan.
Buydown Mortgage Loan: Any Mortgage Loan in respect of which, pursuant to a Buydown Agreement,
(i) the Mortgagor pays less than the full monthly payments specified in the Mortgage Note for a
specified period, and (ii) the difference between the payments required under such Buydown Agreement and
the Mortgage Note is provided from Buydown Funds.
Buydown Period: The period of time when a Buydown Agreement is in effect with respect to a
related Buydown Mortgage Loan.
Closing Date: With respect to any Mortgage Loan, the date stated on the related Term Sheet.
Code: The Internal Revenue Code of 1986, or any successor statute thereto.
Company: HSBC Mortgage Corporation (USA), their successors in interest and assigns, as
permitted by this Agreement.
Condemnation Proceeds: All awards or settlements in respect of a Mortgaged Property, whether
permanent or temporary, partial or entire, by exercise of the power of eminent domain or condemnation,
to the extent not required to be released to a Mortgagor in accordance with the terms of the related
Mortgage Loan Documents.
Confirmation: The trade confirmation letter between the Purchaser and the Company which
relates to the Mortgage Loans.
Consumer Information: Information including, but not limited to, all personal information
about Mortgagors that is supplied to the Purchaser by or on behalf of the Company.
Co-op Lease: With respect to a Co-op Loan, the lease with respect to a dwelling unit occupied
by the Mortgagor and relating to the stock allocated to the related dwelling unit.
Co-op Loan: A Mortgage Loan secured by the pledge of stock allocated to a dwelling unit in a
residential cooperative housing corporation and a collateral assignment of the related Co-op Lease.
Credit Score: The credit score of the Mortgagor provided by Fair, Isaac & Company, Inc. or such
other organization providing credit scores as per HSBC underwriting/program guidelines in affect at the
time of the origination of a Mortgage Loan.
Current Appraised Value: With respect to any Mortgaged Property, the value thereof as
determined by an appraisal made for the Company (by an appraiser who met the requirements of the Company
and Fannie Mae) at the request of a Mortgagor for the purpose of canceling a Primary Mortgage Insurance
Policy in accordance with federal, state and local laws and regulations or otherwise made at the request
of the Company or Mortgagor.
Current LTV: The ratio of the Stated Principal Balance of a Mortgage Loan to the Current
Appraised Value of the Mortgaged Property.
Custodial Account: Each separate demand account or accounts created and maintained pursuant to
Section 4.04 which shall be entitled "[_____________________], in trust for the [Purchaser], Owner of
Adjustable Rate Mortgage Loans" and shall be established in an Eligible Account, in the name of the
Person that is the "Purchaser" with respect to the related Mortgage Loans.
Custodian: With respect to any Mortgage Loan, the entity stated on the related Term Sheet, and
its successors and assigns, as custodian for the Purchaser.
Cut-off Date: With respect to any Mortgage Loan, the date stated on the related Term Sheet.
Determination Date: The 15th day (or if such 15th day is not a Business Day, the Business Day
immediately preceding such 15th day) of the month of the related Remittance Date.
Due Date: The day of the month on which the Monthly Payment is due on a Mortgage Loan,
exclusive of any days of grace, which is the first day of the month.
Due Period: With respect to any Remittance Date, the period commencing on the second day of
the month preceding the month of such Remittance Date and ending on the first day of the month of the
Remittance Date.
Eligible Account: An account established and maintained: (i) within FDIC insured accounts
created, maintained and monitored by the Company so that all funds deposited therein are fully insured,
or (ii) as a trust account with the corporate trust department of a depository institution or trust
company organized under the laws of the United States of America or any one of the states thereof or the
District of Columbia which is not affiliated with the Company (or any sub-servicer) or (iii) with an
entity which is an institution whose deposits are insured by the FDIC, the unsecured and
uncollateralized long-term debt obligations of which shall be rated "A2" or higher by Standard & Poor's
and "A" or higher by Fitch, Inc. or one of the two highest short-term ratings by any applicable Rating
Agency, and which is either (a) a federal savings association duly organized, validly existing and in
good standing under the federal banking laws, (b) an institution duly organized, validly existing and in
good standing under the applicable banking laws of any state, (c) a national banking association under
the federal banking laws, or (d) a principal subsidiary of a bank holding company, or (iv) if ownership
of the Mortgage Loans is evidenced by mortgaged-backed securities, the equivalent required ratings of
each Rating Agency, and held such that the rights of the Purchaser and the owner of the Mortgage Loans
shall be fully protected against the claims of any creditors of the Company (or any sub-servicer) and of
any creditors or depositors of the institution in which such account is maintained or (v) in a separate
non-trust account without FDIC or other insurance in an Eligible Institution. In the event that a
Custodial Account is established pursuant to clause (iii), (iv) or (v) of the preceding sentence, the
Company shall provide the Purchaser with written notice on the Business Day following the date on which
the applicable institution fails to meet the applicable ratings requirements.
Eligible Institution: An institution having (i) the highest short-term debt rating, and one of
the two highest long-term debt ratings of each Rating Agency; or (ii) with respect to any Custodial
Account, an unsecured long-term debt rating of at least one of the two highest unsecured long-term debt
ratings of each Rating Agency.
Equity Take-Out Refinanced Mortgage Loan: A Refinanced Mortgage Loan the proceeds of which
were in excess of the outstanding principal balance of the existing mortgage loan as defined in the
HSBC underwriting manual in effect at the time of origination.
Escrow Account: Each separate trust account or accounts created and maintained pursuant to
Section 4.06 which shall be entitled "__________________, in trust for the [Purchaser], Owner of
Adjustable Rate Mortgage Loans, and various Mortgagors" and shall be established in an Eligible Account,
in the name of the Person that is the "Purchaser" with respect to the related Mortgage Loans.
Escrow Payments: With respect to any Mortgage Loan, the amounts constituting ground rents,
taxes, assessments, water rates, sewer rents, municipal charges, mortgage insurance premiums, fire and
hazard insurance premiums, condominium charges, and any other payments required to be escrowed by the
Mortgagor with the mortgagee pursuant to the Mortgage or any other document.
Event of Default: Any one of the conditions or circumstances enumerated in Section 9.01.
Fannie Mae: The Federal National Mortgage Association, or any successor thereto.
Fannie Mae Guide(s): The Fannie Mae Selling Guide and the Fannie Mae Servicing Guide and all
amendments or additions thereto.
FDIC: The Federal Deposit Insurance Corporation, or any successor thereto.
FHLMC: The Federal Home Loan Mortgage Corporation, or any successor thereto.
FHLMC Guide: The FHLMC Single Family Seller/Servicer Guide and all amendments or additions
thereto.
Fidelity Bond: A fidelity bond to be maintained by the Company pursuant to Section 4.12.
FIRREA: The Financial Institutions Reform, Recovery, and Enforcement Act of 1989.
First Remittance Date: With respect to any Mortgage Loan, the Remittance Date occurring in the
month following the month in which the related Closing Date occurs.
GAAP: Generally accepted accounting principles, consistently applied.
HUD: The United States Department of Housing and Urban Development or any successor.
Index: With respect to any adjustable rate Mortgage Loan, the index identified on the
Mortgage Loan Schedule and set forth in the related Mortgage Note for the purpose of calculating the
interest rate thereon.
Initial Rate Cap: As to each adjustable rate Mortgage Loan, where applicable, the maximum
increase or decrease in the Mortgage Interest Rate on the first Adjustment Date.
Insurance Proceeds: With respect to each Mortgage Loan, proceeds of insurance policies
insuring the Mortgage Loan or the related Mortgaged Property.
Interest Only Mortgage Loan: A Mortgage Loan that requires payment of interest for a period of
time specified on the related Mortgage Note during the interest-only period followed by full
amortization of the remaining balance for the remaining duration of the loan.
Lifetime Rate Cap: As to each adjustable rate Mortgage Loan, the maximum Mortgage Interest
Rate over the term of such Mortgage Loan.
Liquidation Proceeds: Cash received in connection with the liquidation of a defaulted Mortgage
Loan, whether through the sale or assignment of such Mortgage Loan, trustee's sale, foreclosure sale or
otherwise.
Loan-to-Value Ratio or LTV: With respect to any Mortgage Loan, the ratio of the original
outstanding principal amount of the Mortgage Loan, to the lower of the Appraised Value or the Sales
Price of the Mortgaged Property. However, in the case of a mortgage made on property in New York State,
value will always be determined by the appraisal for determining any requirement for primary mortgage
insurance only.
Margin: With respect to each adjustable rate Mortgage Loan, the fixed percentage amount set
forth in each related Mortgage Note which is added to the Index in order to determine the related
Mortgage Interest Rate, as set forth in the Mortgage Loan Schedule.
MERS: Mortgage Electronic Registration System, Inc., a subsidiary of MERSCORP, Inc.
MERS Mortgage Loan: Any Mortgage Loan registered with MERS on the MERS® System.
MERS® System: The electronic mortgage registration system maintained by MERS.
MIN: The Mortgage Identification Number for any MERS Mortgage Loan.
MOM Mortgage: A Mortgage Loan naming MERS as the original mortgagee on the mortgage security
instrument.
Monthly Advance: The aggregate of the advances made by the Company on any Remittance Date
pursuant to Section 5.03.
Monthly Payment: The scheduled monthly payment of principal (if applicable) and interest on a
Mortgage Loan which is payable by a Mortgagor under the related Mortgage Note.
Mortgage: The mortgage, deed of trust or other instrument securing a Mortgage Note which
creates a first lien on an unsubordinated estate in fee simple in real property securing the Mortgage
Note.
Mortgage File: The mortgage documents pertaining to a particular Mortgage Loan which are
specified in Exhibit A hereto and any additional documents required to be added to the Mortgage File
pursuant to this Agreement.
Mortgage Impairment Insurance Policy: A mortgage impairment or blanket hazard insurance policy
as required by Section 4.11.
Mortgage Interest Rate: The annual rate at which interest accrues on any Mortgage Loan, which
may be adjusted from time to time for an adjustable rate Mortgage Loan, in accordance with the
provisions of the related Mortgage Note.
Mortgage Loan: An individual mortgage loan which is the subject of this Agreement, each
Mortgage Loan originally sold and subject to this Agreement being identified on the Mortgage Loan
Schedule attached to the related Term Sheet, which Mortgage Loan includes without limitation the
Mortgage File, the Monthly Payments, Principal Prepayments, Liquidation Proceeds, Condemnation Proceeds,
Insurance Proceeds, REO Disposition Proceeds, and all other rights, benefits, proceeds and obligations
arising from or in connection with such Mortgage Loan, excluding replaced or repurchased mortgage loans.
Mortgage Loan Documents: The documents listed in Exhibit A.
Mortgage Loan Remittance Rate: With respect to each Mortgage Loan, the annual rate of interest
remitted to the Purchaser, which shall be equal to the Mortgage Interest Rate minus the Servicing Fee
Rate.
Mortgage Loan Schedule: The schedule of Mortgage Loans annexed to the related Term Sheet, such
schedule setting forth the following information with respect to each Mortgage Loan in the related
Mortgage Loan Package:
(1) the Company's Mortgage Loan identifying number;
(2) the Mortgagor's first and last name;
(3) the street address of the Mortgaged Property including the city, state and zip code;
(4) a code indicating whether the Mortgaged Property is owner-occupied, a second home or
an investor property;
(5) the type of residential property constituting the Mortgaged Property;
(6) the original months to maturity of the Mortgage Loan;
(7) the remaining months to maturity from the related Cut-off Date, based on the original
amortization schedule and, if different, the maturity expressed in the same manner but based on the
actual amortization schedule;
(8) the Sales Price, if applicable, Appraised Value and Loan-to-Value Ratio, at
origination;
(9) the Mortgage Interest Rate as of origination and as of the related Cut-off Date; with
respect to each adjustable rate Mortgage Loan, the initial Adjustment Date, the next Adjustment Date
immediately following the related Cut-off Date, the Index, the Margin, the Initial Rate Cap, if any,
Periodic Rate Cap, if any, minimum Mortgage Interest Rate under the terms of the Mortgage Note and the
Lifetime Rate Cap;
(10) the Origination Date of the Mortgage Loan;
(11) the stated maturity date;
(12) the amount of the Monthly Payment at origination;
(13) the amount of the Monthly Payment as of the related Cut-off Date;
(14) the original principal amount of the Mortgage Loan;
(15) the scheduled Stated Principal Balance of the Mortgage Loan as of the close of
business on the related Cut-off Date, after deduction of payments of principal due on or before the
related Cut-off Date whether or not collected;
(16) a code indicating the purpose of the Mortgage Loan (i.e., purchase, rate and term
refinance, equity take-out refinance);
(17) a code indicating the documentation style (i.e. full, alternative, etc.);
(18) the number of times during the twelve (12) month period preceding the related Closing
Date that any Monthly Payment has been received after the month of its scheduled due date;
(19) the date on which the first payment is or was due;
(20) a code indicating whether or not the Mortgage Loan is the subject of a Primary
Mortgage Insurance Policy and the name of the related insurance carrier;
(21) a code indicating whether or not the Mortgage Loan is currently convertible and the
conversion spread;
(22) the last Due Date on which a Monthly Payment was actually applied to the unpaid
principal balance of the Mortgage Loan.
(23) product type (i.e. fixed, adjustable, 3/1, 5/1, etc.);
(24) credit score and/or mortgage score, if applicable;
(25) a code indicating whether or not the Mortgage Loan is the subject of a Lender Primary
Mortgage Insurance Policy;
(26) a code indicating whether or not the Mortgage Loan has a prepayment penalty and if so,
the amount and term thereof;
(27) the Current Appraised Value of the Mortgage Loan and Current LTV, if applicable;
(28) for any Mortgage Loan originated in the State of New Jersey prior to July 7, 2004,
whether such Mortgage Loan is a "Home Loan", "Covered Home Loan", "Manufactured Housing" or "Home
Improvement Loan" as defined in the New Jersey Home Ownership Security Act of 2002; and
(29) whether the Mortgage Loan has a mandatory arbitration clause;
(30) a code indicating whether the Mortgage Loan is a MERS Mortgage Loan;
(31) MERS #, if applicable.
With respect to the Mortgage Loans in the aggregate, the Mortgage Loan Schedule attached to the
related Term Sheet shall set forth the following information, as of the related Cut-off Date:
(1) the number of Mortgage Loans;
(2) the current aggregate outstanding principal balance of the Mortgage Loans;
(3) the weighted average Mortgage Interest Rate of the Mortgage Loans;
(4) the weighted average maturity of the Mortgage Loans; and
(5) the weighted average months to next Adjustment Date;
Mortgage Note: The note or other evidence of the indebtedness of a Mortgagor secured by a
Mortgage.
Mortgaged Property: The underlying real property securing repayment of a Mortgage Note,
consisting of a single parcel of real estate considered to be real estate under the laws of the state in
which such real property is located which may include condominium units and planned unit developments,
improved by a residential dwelling; except that with respect to real property located in jurisdictions
in which the use of leasehold estates for residential properties is a widely-accepted practice, a
leasehold estate of the Mortgage, the term of which is equal to or longer than the term of the Mortgage.
Mortgagor: The obligor on a Mortgage Note.
OCC: Office of the Comptroller of the Currency, its successors and assigns.
Officers' Certificate: A certificate signed by the Chairman of the Board, the Vice Chairman of
the Board, the President, a Senior Vice President or a Vice President or by the Treasurer or the
Secretary or one of the Assistant Treasurers or Assistant Secretaries of the Company, and delivered to
the Purchaser as required by this Agreement.
Opinion of Counsel: A written opinion of counsel, who may be an employee of the party on
behalf of whom the opinion is being given, reasonably acceptable to the Purchaser.
Origination Date: The date on which a Mortgage Loan funded, which date shall not, in
connection with a Refinanced Mortgage Loan, be the date of the funding of the debt being refinanced, but
rather the closing of the debt currently outstanding under the terms of the Mortgage Loan Documents.
OTS: Office of Thrift Supervision, its successors and assigns.
Periodic Rate Cap: As to each adjustable rate Mortgage Loan, the maximum increase or decrease
in the Mortgage Interest Rate on any Adjustment Date, as set forth in the related Mortgage Note and the
related Mortgage Loan Schedule.
Permitted Investments: Any one or more of the following obligations or securities:
(i) direct obligations of, and obligations fully guaranteed by the United States
of America or any agency or instrumentality of the United States of America the
obligations of which are backed by the full faith and credit of the United States of
America;
(ii) (a) demand or time deposits, federal funds or bankers' acceptances issued by any
depository institution or trust company incorporated under the laws of the United States of America
or any state thereof and subject to supervision and examination by federal and/or state banking
authorities, provided that the commercial paper and/or the short-term deposit rating and/or the
long-term unsecured debt obligations or deposits of such depository institution or trust company at
the time of such investment or contractual commitment providing for such investment are rated in
one of the two highest rating categories by each Rating Agency and (b) any other demand or time
deposit or certificate of deposit that is fully insured by the FDIC;
(iii) repurchase obligations with a term not to exceed thirty (30) days and with
respect to (a) any security described in clause (i) above and entered into with a
depository institution or trust company (acting as principal) described in clause
(ii)(a) above;
(iv) securities bearing interest or sold at a discount issued by any corporation
incorporated under the laws of the United States of America or any state thereof that
are rated in one of the two highest rating categories by each Rating Agency at the
time of such investment or contractual commitment providing for such investment;
provided, however, that securities issued by any particular corporation will not be
Permitted Investments to the extent that investments therein will cause the then
outstanding principal amount of securities issued by such corporation and held as
Permitted Investments to exceed 10% of the aggregate outstanding principal balances of
all of the Mortgage Loans and Permitted Investments;
(v) commercial paper (including both non-interest-bearing discount obligations and
interest-bearing obligations payable on demand or on a specified date not more than
one year after the date of issuance thereof) which are rated in one of the two highest
rating categories by each Rating Agency at the time of such investment;
(vi) any other demand, money market or time deposit, obligation, security or
investment as may be acceptable to each Rating Agency as evidenced in writing by each
Rating Agency; and
(vii) any money market funds the collateral of which consists of obligations fully
guaranteed by the United States of America or any agency or instrumentality of the
United States of America the obligations of which are backed by the full faith and
credit of the United States of America (which may include repurchase obligations
secured by collateral described in clause (i)) and other securities and which money
market funds are rated in one of the two highest rating categories by each Rating
Agency.
provided, however, that no instrument or security shall be a Permitted Investment if such instrument or
security evidences a right to receive only interest payments with respect to the obligations underlying
such instrument or if such security provides for payment of both principal and interest with a yield to
maturity in excess of 120% of the yield to maturity at par or if such investment or security is
purchased at a price greater than par.
Person: Any individual, corporation, partnership, joint venture, association, joint-stock
company, limited liability company, trust, unincorporated organization or government or any agency or
political subdivision thereof.
Prepayment Interest Shortfall: With respect to any Remittance Date, for each Mortgage Loan
that was the subject of a Principal Prepayment during the related Prepayment Period, an amount equal to
the excess of one month's interest at the applicable Mortgage Loan Remittance Rate on the amount of such
Principal Prepayment over the amount of interest (adjusted to the Mortgage Loan Remittance Rate)
actually paid by the related Mortgagor with respect to such Prepayment Period.
Prepayment Period: With respect to any Remittance Date, the calendar month preceding the
month in which such Remittance Date occurs.
Primary Mortgage Insurance Policy: Each primary policy of mortgage insurance represented to be
in effect pursuant to Section 3.02(hh), or any replacement policy therefor obtained by the Company
pursuant to Section 4.08.
Prime Rate: The prime rate announced to be in effect from time to time as published as the
average rate in the Wall Street Journal (Northeast Edition).
Principal Prepayment: Any payment or other recovery of principal on a Mortgage Loan full or
partial which is received in advance of its scheduled Due Date, excluding any prepayment penalty, and
which is not accompanied by an amount of interest representing scheduled interest due on any date or
dates in any month or months subsequent to the month of prepayment.
Purchase Price: As defined in Section 2.02.
Purchaser: EMC Mortgage Corporation, its successors in interest and assigns.
Qualified Appraiser: An appraiser who had no interest, direct or indirect in the Mortgaged
Property or in any loan made on the security thereof, and whose compensation is not affected by the
approval or disapproval of the Mortgage Loan, and such appraiser and the appraisal made by such
appraiser both satisfy the requirements of Title XI of FIRREA and the regulations promulgated thereunder
and the requirements of Fannie Mae, all as in effect on the date the Mortgage Loan was originated.
Qualified Insurer: An insurance company duly qualified as such under the laws of the states in
which the Mortgaged Properties are located, duly authorized and licensed in such states to transact the
applicable insurance business and to write the insurance provided, approved as an insurer by Fannie Mae
or FHLMC.
Rating Agency: Standard & Poor's, Fitch, Inc. or, in the event that some or all of the
ownership of the Mortgage Loans is evidenced by mortgage-backed securities, the nationally recognized
rating agencies issuing ratings with respect to such securities, if any.
Refinanced Mortgage Loan: A Mortgage Loan which was made to a Mortgagor who owned the
Mortgaged Property prior to the origination of such Mortgage Loan and the proceeds of which are not in
excess of the existing first mortgage, as outlined in the HSBC Underwriting Guidelines in effect at the
time of origination.
REMIC: A "real estate mortgage investment conduit," as such term is defined in Section 860D of
the Code.
REMIC Provisions: The provisions of the federal income tax law relating to REMICs, which
appear at Sections 860A through 860G of the Code, and the related provisions and regulations promulgated
thereunder, as the foregoing may be in effect from time to time.
Remittance Date: The 18th day of any month, beginning with the First Remittance Date, or if
such 18th day is not a Business Day, the first Business Day immediately preceding such 18th day.
REO Disposition: The final sale by the Company of any REO Property.
REO Disposition Proceeds: Amounts received by the Company in connection with a related REO
Disposition.
REO Property: A Mortgaged Property acquired by the Company on behalf of the Purchaser as
described in Section 4.13.
Repurchase Price: With respect to any Mortgage Loan, a price equal to (i) the product of the
greater of 100% or the percentage of par as stated in the Confirmation multiplied by the Stated
Principal Balance of such Mortgage Loan on the repurchase date, plus (ii) interest on such outstanding
principal balance at the Mortgage Loan Remittance Rate from the last date through which interest has
been paid and distributed to the Purchaser to the end of the month of repurchase,; less amounts received
or advanced in respect of such repurchased Mortgage Loan which are being held in the Custodial Account
for distribution in the month of repurchase.
SAIF: The Savings Association Insurance Fund, or any successor thereto.
Sales Price: With respect to any Mortgage Loan the proceeds of which were used by the
Mortgagor to acquire the related Mortgaged Property, the amount paid by the related Mortgagor for such
Mortgaged Property.
Servicing Advances: All customary, reasonable and necessary "out of pocket" costs and expenses
(including reasonable attorneys' fees and disbursements) incurred in the performance by the Company of
its servicing obligations, including, but not limited to, the cost of (a) the preservation, restoration
and protection of the Mortgaged Property, (b) any enforcement, administrative or judicial proceedings,
or any legal work or advice specifically related to servicing the Mortgage Loans, including but not
limited to, foreclosures, bankruptcies, condemnations, drug seizures, elections, foreclosures by
subordinate or superior lienholders, and other legal actions incidental to the servicing of the Mortgage
Loans (provided that such expenses are reasonable and that the Company specifies the Mortgage Loan(s) to
which such expenses relate and, upon Purchaser's request, provides documentation supporting such expense
(which documentation would be acceptable to Fannie Mae), and provided further that any such enforcement,
administrative or judicial proceeding does not arise out of a breach of any representation, warranty or
covenant of the Company hereunder), (c) the management and liquidation of the Mortgaged Property if the
Mortgaged Property is acquired in full or partial satisfaction of the Mortgage, (d) taxes, assessments,
water rates, sewer rates and other charges which are or may become a lien upon the Mortgaged Property,
and Primary Mortgage Insurance Policy premiums and fire and hazard insurance coverage, (e) any expenses
reasonably sustained by the Company with respect to the liquidation of the Mortgaged Property in
accordance with the terms of this Agreement and (f) compliance with the obligations under Section 4.08.
Servicing Fee: With respect to each Mortgage Loan, the amount of the annual fee the Purchaser
shall pay to the Company, which shall, for a period of one full month, be equal to one-twelfth of the
product of (a) the Servicing Fee Rate and (b) the outstanding principal balance of such Mortgage Loan.
Such fee shall be payable monthly, computed on the basis of the same principal amount and period
respecting which any related interest payment on a Mortgage Loan is computed. The obligation of the
Purchaser to pay the Servicing Fee is limited to, and the Servicing Fee is payable solely from, the
interest portion of such Monthly Payment collected by the Company, or as otherwise provided under
Section 4.05 and in accordance with the Fannie Mae Guide(s). Any fee payable to the Company for
administrative services related to any REO Property as described in Section 4.13 shall be payable from
Liquidation Proceeds of the related REO Property.
Servicing Fee Rate: As set forth in the Term Sheet.
Servicing File: With respect to each Mortgage Loan, the file retained by the Company
consisting of originals of all documents in the Mortgage File which are not delivered to the Purchaser
and copies of the Mortgage Loan Documents listed in Exhibit A, the originals of which are delivered to
the Purchaser or its designee pursuant to Section 2.04.
Servicing Officer: Any officer of the Company involved in, or responsible for, the
administration and servicing of the Mortgage Loans whose name appears on a list of servicing officers
furnished by the Company to the Purchaser upon request, as such list may from time to time be amended.
Stated Principal Balance: As to each Mortgage Loan as of any date of determination, (i) the
principal balance of such Mortgage Loan at the Cut-off Date after giving effect to payments of principal
due on or before such date, whether or not received, minus (ii) all amounts previously distributed to
the Purchaser with respect to the Mortgage Loan representing payments or recoveries of principal or
advances in lieu thereof.
Subservicer: Any subservicer which is subservicing the Mortgage Loans pursuant to a
Subservicing Agreement. Any subservicer shall meet the qualifications set forth in Section 4.01.
Subservicing Agreement: An agreement between the Company and a Subservicer, if any, for the
servicing of the Mortgage Loans.
Term Sheet: A supplemental agreement in the form attached hereto as Exhibit I which
shall be executed and delivered by the Company and the Purchaser to provide for the sale and servicing
pursuant to the terms of this Agreement of the Mortgage Loans listed on Schedule I attached thereto,
which supplemental agreement shall contain certain specific information relating to such sale of such
Mortgage Loans and may contain additional covenants relating to such sale of such Mortgage Loans.
ARTICLE II
PURCHASE OF MORTGAGE LOANS; SERVICING OF MORTGAGE LOANS;
RECORD TITLE AND POSSESSION OF MORTGAGE FILES;
BOOKS AND RECORDS; CUSTODIAL AGREEMENT;
DELIVERY OF MORTGAGE LOAN DOCUMENTS
Section 2.01 Agreement to Purchase.The Company agrees to sell and the Purchaser agrees to purchase the Mortgage Loans having an
aggregate Stated Principal Balance on the related Cut-off Date set forth in the related Term Sheet in an
amount as set forth in the Confirmation, or in such other amount as agreed by the Purchaser and the
Company as evidenced by the actual aggregate Stated Principal Balance of the Mortgage Loans accepted by
the Purchaser on the related Closing Date, with servicing retained by the Company. The Company shall
deliver the related Mortgage Loan Schedule attached to the related Term Sheet for the Mortgage Loans to
be purchased on the related Closing Date to the Purchaser at least two (2) Business Days prior to the
related Closing Date. The Mortgage Loans shall be sold pursuant to this Agreement, and the related Term
Sheet shall be executed and delivered on the related Closing Date.
Section 2.02 Purchase Price.
The Purchase Price for each Mortgage Loan shall be the percentage of par as stated in the
Confirmation (subject to adjustment as provided therein), multiplied by the Stated Principal Balance, as
of the related Cut-off Date, of the Mortgage Loan listed on the related Mortgage Loan Schedule attached
to the related Term Sheet, after application of scheduled payments of principal due on or before the
related Cut-off Date whether or not collected.
In addition to the Purchase Price as described above, the Purchaser shall pay to the Company,
at closing, accrued interest on the Stated Principal Balance of each Mortgage Loan as of the related
Cut-off Date at the Mortgage Loan Remittance Rate of each Mortgage Loan from the related Cut-off Date
through the day prior to the related Closing Date, inclusive.
The Purchase Price plus accrued interest as set forth in the preceding paragraph shall be paid
on the related Closing Date by wire transfer of immediately available funds.
Purchaser shall be entitled to (1) all scheduled principal due after the related Cut-off Date,
(2) all other recoveries of principal collected on or after the related Cut-off Date (provided, however,
that all scheduled payments of principal due on or before the related Cut-off Date and collected by the
Company or any successor servicer after the related Cut-off Date shall belong to the Company), and (3)
all payments of interest on the Mortgage Loans net of applicable Servicing Fees (minus that portion of
any such payment which is allocable to the period prior to the related Cut-off Date). The outstanding
principal balance of each Mortgage Loan as of the related Cut-off Date is determined after application
of payments of principal due on or before the related Cut-off Date whether or not collected, together
with any unscheduled principal prepayments collected prior to the related Cut-off Date; provided,
however, that payments of scheduled principal and interest prepaid for a Due Date beyond the related
Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid
amounts shall be the property of the Purchaser. The Company shall deposit any such prepaid amounts into
the Custodial Account, which account is established for the benefit of the Purchaser for subsequent
remittance by the Company to the Purchaser.
Section 2.03 Servicing of Mortgage Loans.
Simultaneously with the execution and delivery of each Term Sheet, the Company does hereby
agree to directly service the Mortgage Loans listed on the related Mortgage Loan Schedule attached to
the related Term Sheet subject to the terms of this Agreement and the related Term Sheet. The rights of
the Purchaser to receive payments with respect to the related Mortgage Loans shall be as set forth in
this Agreement.
Section 2.04 Record Title and Possession of Mortgage Files; Maintenance of Servicing Files.
As of the related Closing Date, the Company sold, transferred, assigned, set over and conveyed
to the Purchaser, without recourse, on a servicing retained basis, and the Company hereby acknowledges
that the Purchaser has, but subject to the terms of this Agreement and the related Term Sheet, all the
right, title and interest of the Company in and to the Mortgage Loans. Company will deliver the
Mortgage Files to the Custodian designated by Purchaser, on or before the related Closing Date, at the
expense of the Company. The Company shall maintain a Servicing File consisting of a copy of the
contents of each Mortgage File and the originals of the documents in each Mortgage File not delivered to
the Purchaser. The Servicing File shall contain all documents necessary to service the Mortgage Loans.
The possession of each Servicing File by the Company is at the will of the Purchaser, for the sole
purpose of servicing the related Mortgage Loan, and such retention and possession by the Company is in a
custodial capacity only. From the related Closing Date, the ownership of each Mortgage Loan, including
the Mortgage Note, the Mortgage, the contents of the related Mortgage File and all rights, benefits,
proceeds and obligations arising therefrom or in connection therewith, has been vested in the
Purchaser. All rights arising out of the Mortgage Loans including, but not limited to, all funds
received on or in connection with the Mortgage Loans and all records or documents with respect to the
Mortgage Loans prepared by or which come into the possession of the Company shall be received and held
by the Company in trust for the benefit of the Purchaser as the owner of the Mortgage Loans. Any
portion of the Mortgage Files retained by the Company shall be appropriately identified in the Company's
computer system to clearly reflect the ownership of the Mortgage Loans by the Purchaser. The Company
shall release its custody of the contents of the Mortgage Files only in accordance with written
instructions of the Purchaser, except when such release is required as incidental to the Company's
servicing of the Mortgage Loans or is in connection with a repurchase of any Mortgage Loan or Loans with
respect thereto pursuant to this Agreement and the related Term Sheet, such written instructions shall
not be required.
Section 2.05 Books and Records.
The sale of each Mortgage Loan shall be reflected on the Company's balance sheet and other
financial statements as a sale of assets by the Company. The Company shall be responsible for
maintaining, and shall maintain, a complete set of books and records for the Mortgage Loans that shall
be appropriately identified in the Company's computer system to clearly reflect the ownership of the
Mortgage Loan by the Purchaser. In particular, the Company shall maintain in its possession, available
for inspection by the Purchaser, or its designee and shall deliver to the Purchaser upon demand,
evidence of compliance with all federal, state and local laws, rules and regulations, and requirements
of Fannie Mae or FHLMC, as applicable, including but not limited to documentation as to the method used
in determining the applicability of the provisions of the Flood Disaster Protection Act of 1973, as
amended, to the Mortgaged Property, documentation evidencing insurance coverage of any condominium
project as required by Fannie Mae or FHLMC, and periodic inspection reports as required by Section
4.13. To the extent that original documents are not required for purposes of realization of Liquidation
Proceeds or Insurance Proceeds, documents maintained by the Company may be in the form of microfilm or
microfiche.
The Company shall maintain with respect to each Mortgage Loan and shall make available for
inspection by any Purchaser or its designee the related Servicing File during the time the Purchaser
retains ownership of a Mortgage Loan and thereafter in accordance with applicable laws and regulations.
In addition to the foregoing, Company shall provide to any supervisory agents or examiners that
regulate Purchaser, including but not limited to, the OTS, the FDIC and other similar entities, access,
during normal business hours, upon reasonable advance notice to Company and without charge to Company or
such supervisory agents or examiners, to any documentation regarding the Mortgage Loans that may be
required by any applicable regulator.
Section 2.06. Transfer of Mortgage Loans.
The Company shall keep at its servicing office books and records in which, subject to such
reasonable regulations as it may prescribe, the Company shall note transfers of Mortgage Loans. No
transfer of a Mortgage Loan may be made unless such transfer is in compliance with the terms hereof.
For the purposes of this Agreement, the Company shall be under no obligation to deal with any person
with respect to this Agreement or any Mortgage Loan unless a notice of the transfer of such Mortgage
Loan has been delivered to the Company in accordance with this Section 2.06 and the books and records of
the Company show such person as the owner of the Mortgage Loan. The Purchaser may, subject to the terms
of this Agreement, sell and transfer one or more of the Mortgage Loans, provided, however, that the
transferee will not be deemed to be a Purchaser hereunder binding upon the Company unless such
transferee shall agree in writing to be bound by the terms of this Agreement and an original counterpart
of the instrument of transfer in an Assignment and Assumption of this Agreement substantially in the
form of Exhibit D hereto executed by the transferee shall have been delivered to the Company. The
Purchaser also shall advise the Company of the transfer. Upon receipt of notice of the transfer, the
Company shall mark its books and records to reflect the ownership of the Mortgage Loans of such
assignee, and the previous Purchaser shall be released from its obligations hereunder with respect to
the Mortgage Loans sold or transferred.
Section 2.07 Delivery of Mortgage Loan Documents.The Company shall deliver and release to the Purchaser or its designee the Mortgage
Loan Documents in accordance with the terms of this Agreement and the related Term Sheet. The documents
enumerated as items (1), (2), (3), (4), (5), (6), (7), (8), (9) and (16) (including those listed in (B)
relating to Co-op Loans) in Exhibit A hereto shall be delivered by the Company to the Purchaser or its
designee no later than three (3) Business Days prior to the related Closing Date pursuant to a bailee
letter agreement. All other documents in Exhibit A hereto, together with all other documents executed
in connection with the Mortgage Loan that Company may have in its possession, shall be retained by the
Company in trust for the Purchaser. If the Company cannot deliver the original recorded Mortgage Loan
Documents or the original policy of title insurance, including riders and endorsements thereto, on the
related Closing Date, the Company shall, promptly upon receipt thereof and in any case not later than
180 days from the related Closing Date, deliver such original documents, including original recorded
documents, to the Purchaser or its designee (unless the Company is delayed in making such delivery by
reason of the fact that such documents shall not have been returned by the appropriate recording
office). If delivery is not completed within 270 days solely due to delays in making such delivery by
reason of the fact that such documents shall not have been returned by the appropriate recording office,
the Company shall continue to use its best efforts to effect delivery as soon as possible thereafter,
provided that if such documents are not delivered by the 360th day from the date of the related Closing
Date, the Company shall repurchase the related Mortgage Loans at the Repurchase Price in accordance with
Section 3.03 hereof.
The Company shall pay all initial recording fees, if any, for the assignments of mortgage and
any other fees in connection with the transfer of all original documents to the Purchaser or its
designee. Company shall prepare, in recordable form, all assignments of mortgage necessary to assign
the Mortgage Loans to Purchaser, or its designee. Company shall be responsible for recording the
assignments of mortgage.
Any review by the Purchaser, or its designee, of the Mortgage Files shall in no way alter or
reduce the Company's obligations hereunder.
If the Purchaser or its designee discovers any defect with respect to a Mortgage File, the
Purchaser shall, or shall cause its designee to, give written specification of such defect to the
Company which may be given in the exception report or the certification delivered pursuant to this
Section 2.07, or otherwise in writing and the Company shall cure or repurchase such Mortgage Loan in
accordance with Section 3.03.
The Company shall forward to the Purchaser, or its designee, original documents evidencing an
assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance
with Section 4.01 or 6.01 within one week of their execution; provided, however, that the Company shall
provide the Purchaser, or its designee, with a certified true copy of any such document submitted for
recordation within one week of its execution, and shall provide the original of any document submitted
for recordation or a copy of such document certified by the appropriate public recording office to be a
true and complete copy of the original within sixty (60) days of its submission for recordation.
From time to time the Company may have a need for Mortgage Loan Documents to be released from
Purchaser, or its designee. Purchaser shall, or shall cause its designee, upon the written request of
the Company, within ten (10) Business Days, deliver to the Company, any requested documentation
previously delivered to Purchaser as part of the Mortgage File, provided that such documentation is
promptly returned to Purchaser, or its designee, when the Company no longer requires possession of the
document, and provided that during the time that any such documentation is held by the Company, such
possession is in trust for the benefit of Purchaser. Company shall indemnify Purchaser, and its
designee, from and against any and all losses, claims, damages, penalties, fines, forfeitures, costs and
expenses (including court costs and reasonable attorney's fees) resulting from or related to the loss,
damage, or misplacement of any documentation delivered to Company pursuant to this paragraph.
In addition, in connection with the assignment of any MERS Mortgage Loan, the Company agrees
that it will cause, at its own expense, the MERS® System to indicate that such Mortgage Loans have been
assigned by the Company to the Purchaser in accordance with this Agreement by including (or deleting, in
the case of Mortgage Loans which are repurchased in accordance with this Agreement) in such computer
files the information required by the MERS® System to identify the Purchaser of such Mortgage Loans.
The Company further agrees that it will not alter the information referenced in this paragraph with
respect to any Mortgage Loan during the term of this Agreement unless and until such Mortgage Loan is
repurchased in accordance with the terms of this Agreement.
Section 2.08 Quality Control Procedures.The Company must have an internal quality control program that verifies, on a regular basis,
the existence and accuracy of the legal documents, credit documents, property appraisals, and
underwriting decisions. The program must be capable of evaluating and monitoring the overall quality of
its loan production and servicing activities. The program is to ensure that the Mortgage Loans are
originated and serviced in accordance with prudent mortgage banking practices and accounting principles;
guard against dishonest, fraudulent, or negligent acts; and guard against errors and omissions by
officers, employees, or other authorized persons.
Section 2.09 Near-term Principal Prepayments; Near Term Payment Defaults
In the event any Principal Prepayment in full is made by a Mortgagor on or prior to three
months after the related Closing Date, the Company shall remit to the Purchaser an amount equal to the
excess, if any, of the Purchase Price Percentage over par multiplied by the amount of such Principal
Prepayment in full. Such remittance shall be made by the Company to Purchaser no later than the third
Business Day following receipt of such Principal Prepayment by the Company.
In the event the first scheduled Monthly Payment which is due under any Mortgage Loan after
the related Cut-off Date is not made during the month in which such Monthly Payment is due, then not
later than five (5) Business Days after notice to the Company by Purchaser (and at Purchaser's sole
option), the Company, shall repurchase such Mortgage Loan from the Purchaser pursuant to the repurchase
provisions contained in this Subsection 3.03.
Section 2.10 Modification of Obligations. Purchaser may, without any notice to Company,
extend, compromise, renew, release, change, modify, adjust or alter, by operation of law or otherwise,
any of the obligations of the Mortgagors or other persons obligated under a Mortgage Loan without
releasing or otherwise affecting the obligations of Company under this Agreement, or with respect to
such Mortgage Loan, except to the extent Purchaser's extension, compromise, release, change,
modification, adjustment, or alteration affects Company's ability to collect the Mortgage Loan or
realize on the security of the Mortgage, but then only to the extent such action has such effect.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF
THE COMPANY; REPURCHASE; REVIEW OF MORTGAGE LOANS
Section 3.01 Representations and Warranties of the Company.The Company represents, warrants and covenants to the Purchaser that, as of the related Closing
Date or as of such date specifically provided herein:
(a) The Company is a corporation, duly organized, validly existing and in good standing
under the laws of the State of Delaware and has all licenses necessary to carry out its business as now
being conducted, and is licensed and qualified to transact business in and is in good standing under the
laws of each state in which any Mortgaged Property is located or is otherwise exempt under applicable
law from such licensing or qualification or is otherwise not required under applicable law to effect
such licensing or qualification and no demand for such licensing or qualification has been made upon
such Company by any such state, and in any event such Company is in compliance with the laws of any such
state to the extent necessary to ensure the enforceability of each Mortgage Loan and the servicing of
the Mortgage Loans in accordance with the terms of this Agreement;
(b) The Company has the full power and authority and legal right to hold, transfer and convey
each Mortgage Loan, to sell each Mortgage Loan and to execute, deliver and perform, and to enter into
and consummate all transactions contemplated by this Agreement and the related Term Sheet and to conduct
its business as presently conducted, has duly authorized the execution, delivery and performance of this
Agreement and the related Term Sheet and any agreements contemplated hereby, has duly executed and
delivered this Agreement and the related Term Sheet, and any agreements contemplated hereby, and this
Agreement and the related Term Sheet and each Assignment to the Purchaser and any agreements
contemplated hereby, constitutes a legal, valid and binding obligation of the Company, enforceable
against it in accordance with its terms, and all requisite corporate action has been taken by the
Company to make this Agreement and the related Term Sheet and all agreements contemplated hereby valid
and binding upon the Company in accordance with their terms;
(c) Neither the execution and delivery of this Agreement and the related Term Sheet, nor the
origination or purchase of the Mortgage Loans by the Company, the sale of the Mortgage Loans to the
Purchaser, the consummation of the transactions contemplated hereby, or the fulfillment of or compliance
with the terms and conditions of this Agreement and the related Term Sheet will conflict with any of the
terms, conditions or provisions of the Company's charter or by-laws or materially conflict with or
result in a material breach of any of the terms, conditions or provisions of any legal restriction or
any agreement or instrument to which the Company is now a party or by which it is bound, or constitute a
default or result in an acceleration under any of the foregoing, or result in the material violation of
any law, rule, regulation, order, judgment or decree to which the Company or its properties are subject,
or impair the ability of the Purchaser to realize on the Mortgage Loans.
(d) There is no litigation, suit, proceeding or investigation pending or, to the best of
Company's knowledge, threatened, or any order or decree outstanding, with respect to the Company which,
either in any one instance or in the aggregate, is reasonably likely to have a material adverse effect
on the sale of the Mortgage Loans, the execution, delivery, performance or enforceability of this
Agreement and the related Term Sheet, or which is reasonably likely to have a material adverse effect on
the financial condition of the Company.
(e) No consent, approval, authorization or order of any court or governmental agency or body
is required for the execution, delivery and performance by the Company of or compliance by the Company
with this Agreement or the related Term Sheet, or the sale of the Mortgage Loans and delivery of the
Mortgage Files to the Purchaser or the consummation of the transactions contemplated by this Agreement
or the related Term Sheet, except for consents, approvals, authorizations and orders which have been
obtained;
(f) The consummation of the transactions contemplated by this Agreement or the related Term
Sheet is in the ordinary course of business of the Company and Company, and the transfer, assignment and
conveyance of the Mortgage Notes and the Mortgages by the Company pursuant to this Agreement or the
related Term Sheet are not subject to bulk transfer or any similar statutory provisions in effect in any
applicable jurisdiction;
(g) The origination and servicing practices used by the Company and any prior originator or
servicer with respect to each Mortgage Note and Mortgage have been legal and in accordance with
applicable laws and regulations and the Mortgage Loan Documents, and in all material respects proper and
prudent in the mortgage origination and servicing business. Each Mortgage Loan has been serviced in all
material respects with Accepted Servicing Practices. With respect to escrow deposits and payments that
the Company, on behalf of an investor, is entitled to collect, all such payments are in the possession
of, or under the control of, the Company, and there exist no deficiencies in connection therewith for
which customary arrangements for repayment thereof have not been made. All escrow payments have been
collected in full compliance with state and federal law and the provisions of the related Mortgage Note
and Mortgage. As to any Mortgage Loan that is the subject of an escrow, escrow of funds is not
prohibited by applicable law and has been established in an amount sufficient to pay for every escrowed
item that remains unpaid and has been assessed but is not yet due and payable. No escrow deposits or
other charges or payments due under the Mortgage Note have been capitalized under any Mortgage or the
related Mortgage Note;
(h) The Company used no selection procedures that identified the Mortgage Loans as being less
desirable or valuable than other comparable mortgage loans in the Company's portfolio at the related
Cut-off Date;
(i) The Company will treat the sale of the Mortgage Loans to the Purchaser as a sale for
reporting and accounting purposes and, to the extent appropriate, for federal income tax purposes;
(j) Company is an approved seller/servicer of residential mortgage loans for Fannie Mae,
FHLMC and HUD, with such facilities, procedures and personnel necessary for the sound servicing of such
mortgage loans. The Company is duly qualified, licensed, registered and otherwise authorized under all
applicable federal, state and local laws, and regulations, if applicable, meets the minimum capital
requirements set forth by the OCC, and is in good standing to sell mortgage loans to and service
mortgage loans for Fannie Mae and FHLMC and no event has occurred which would make Company unable to
comply with eligibility requirements or which would require notification to either Fannie Mae or FHLMC;
(k) The Company does not believe, nor does it have any cause or reason to believe, that it
cannot perform each and every covenant contained in this Agreement or the related Term Sheet. The
Company is solvent and the sale of the Mortgage Loans will not cause the Company to become insolvent.
The sale of the Mortgage Loans is not undertaken with the intent to hinder, delay or defraud any of the
Company's creditors;
(l) No statement, tape, diskette, form, report or other document prepared by, or on behalf
of, Company pursuant to this Agreement or the related Term Sheet or in connection with the transactions
contemplated hereby, contains or will contain any statement that is or will be inaccurate or misleading
in any material respect;
(m) The Company acknowledges and agrees that the Servicing Fee represents reasonable
compensation for performing such services and that the entire Servicing Fee shall be treated by the
Company, for accounting and tax purposes, as compensation for the servicing and administration of the
Mortgage Loans pursuant to this Agreement. In the opinion of Company, the consideration received by
Company upon the sale of the Mortgage Loans to Purchaser under this Agreement and the related Term Sheet
constitutes fair consideration for the Mortgage Loans under current market conditions.
(n) Company has delivered to the Purchaser financial statements of its parent, for its
last two complete fiscal years. All such financial information fairly presents the pertinent results of
operations and financial position for the period identified and has been prepared in accordance with
GAAP consistently applied throughout the periods involved, except as set forth in the notes thereto.
There has been no change in the business, operations, financial condition, properties or assets of the
Company since the date of the Company's financial information that would have a material adverse effect
on its ability to perform its obligations under this Agreement;
(o) The Company has not dealt with any broker, investment banker, agent or other person
that may be entitled to any commission or compensation in connection with the sale of the Mortgage
Loans; and
(p) At the time any Mortgage Loan is registered by the Company with MERS, the Company will
be a member of MERS in good standing, and will comply in all material respects with the rules and
procedures of MERS in connection with the servicing of the MERS Mortgage Loans for as long as such
Mortgage Loans are registered with MERS.
Section 3.02 Representations and Warranties as to Individual Mortgage Loans.
References in this Section to percentages of Mortgage Loans refer in each case to the
percentage of the aggregate Stated Principal Balance of the Mortgage Loans as of the related Cut-off
Date, based on the outstanding Stated Principal Balances of the Mortgage Loans as of the related Cut-off
Date, and giving effect to scheduled Monthly Payments due on or prior to the related Cut-off Date,
whether or not received. References to percentages of Mortgaged Properties refer, in each case, to the
percentages of expected aggregate Stated Principal Balances of the related Mortgage Loans (determined as
described in the preceding sentence). The Company hereby represents and warrants to the Purchaser, as to
each Mortgage Loan, as of the related Closing Date as follows:
(a) The information set forth in the Mortgage Loan Schedule attached to the related Term
Sheet is true, complete and correct in all material respects as of the related Cut-Off Date;
(b) The Mortgage creates a valid, subsisting and enforceable first lien or a first
priority ownership interest in an estate in fee simple in real property securing the related Mortgage
Note subject to principles of equity, bankruptcy, insolvency and other laws of general application
affecting the rights of creditors;
(c) All payments due prior to the related Cut-off Date for such Mortgage Loan have been made
as of the related Closing Date; the Mortgage Loan has not been dishonored; there are no material
defaults under the terms of the Mortgage Loan; the Company has not advanced its own funds, or induced,
solicited or knowingly received any advance of funds from a party other than the owner of the Mortgaged
Property subject to the Mortgage, directly or indirectly, for the payment of any amount required by the
Mortgage Loan. As of the related Closing Date, all of the Mortgage Loans will have an actual interest
paid to date of their related Cut-off Date(or later) and will be due for the scheduled monthly payment
next succeeding the Cut-off Date (or later), as evidenced by a posting to Company's servicing collection
system. No payment under any Mortgage Loan is delinquent as of the related Closing Date nor has any
scheduled payment been delinquent at any time during the twelve (12) months prior to the month of the
related Closing Date. For purposes of this paragraph, a Mortgage Loan will be deemed delinquent if any
payment due thereunder was not paid by the Mortgagor in the month such payment was due;
(d) There are no defaults by Company in complying with the terms of the Mortgage, and all
taxes, governmental assessments, insurance premiums, water, sewer and municipal charges, leasehold
payments or ground rents which previously became due and owing have been paid, or escrow funds have been
established in an amount sufficient to pay for every such escrowed item which remains unpaid and which
has been assessed but is not yet due and payable;
(e) The terms of the Mortgage Note and the Mortgage have not been impaired, waived, altered or
modified in any respect, except by written instruments which have been recorded to the extent any such
recordation is required by law, or, necessary to protect the interest of the Purchaser. No instrument of
waiver, alteration or modification has been executed except in connection with a modification agreement
and which modification agreement is part of the Mortgage File and the terms of which are reflected in
the related Mortgage Loan Schedule, and no Mortgagor has been released, in whole or in part, from the
terms thereof except in connection with an assumption agreement and which assumption agreement is part
of the Mortgage File and the terms of which are reflected in the related Mortgage Loan Schedule; the
substance of any such waiver, alteration or modification has been approved by the issuer of any related
Primary Mortgage Insurance Policy and title insurance policy, to the extent required by the related
policies;
(f) The Mortgage Note and the Mortgage are not subject to any right of rescission, set-off,
counterclaim or defense, including, without limitation, the defense of usury, nor will the operation of
any of the terms of the Mortgage Note or the Mortgage, or the exercise of any right thereunder, render
the Mortgage Note or Mortgage unenforceable, in whole or in part, or subject to any right of rescission,
set-off, counterclaim or defense, including the defense of usury, and no such right of rescission,
set-off, counterclaim or defense has been asserted with respect thereto; and as of the related Closing
Date the Mortgagor was not a debtor in any state or federal bankruptcy or insolvency proceeding;
(g) All buildings or other customarily insured improvements upon the Mortgaged Property are
insured by an insurer acceptable under the Fannie Mae or FHLMC Guides, against loss by fire, hazards of
extended coverage and such other hazards as are provided for in the Fannie Mae or FHLMC Guide, as well
as all additional requirements set forth in Section 4.10 of this Agreement. All such standard hazard
policies are in full force and effect and contain a standard mortgagee clause naming the Company and its
successors in interest and assigns as loss payee and such clause is still in effect and all premiums due
thereon have been paid. If required by the Flood Disaster Protection Act of 1973, as amended, the
Mortgage Loan is covered by a flood insurance policy meeting the requirements of the current guidelines
of the Federal Insurance Administration which policy conforms to Fannie Mae or FHLMC requirements, as
well as all additional requirements set forth in Section 4.10 of this Agreement. Such policy was issued
by an insurer acceptable under Fannie Mae or FHLMC guidelines. The Mortgage obligates the Mortgagor
thereunder to maintain all such insurance at the Mortgagor's cost and expense, and on the Mortgagor's
failure to do so, authorizes the holder of the Mortgage to maintain such insurance at the Mortgagor's
cost and expense and to seek reimbursement therefor from the Mortgagor. Neither the Company (nor any
prior originator or servicer of any of the Mortgage Loans) nor any Mortgagor has engaged in any act or
omission which has impaired or would impair the coverage of any such policy, the benefits of the
endorsement provided for herein, or the validity and binding effect of either;
(h) Each Mortgage Loan complies with, and the Company has complied with, applicable local,
state and federal laws, regulations and other requirements including, without limitation, usury, equal
credit opportunity, real estate settlement procedures, the Federal Truth-In-Lending Act, disclosure laws
and all applicable predatory and abusive lending laws and consummation of the transactions contemplated
hereby, including without limitation, the receipt of interest by the owner of such Mortgage Loan, will
not involve the violation of any such laws, rules or regulations. None of the Mortgage Loans are (a)
Mortgage Loans subject to 12 CFR Part 226.31, 12 CFR Part 226.32 or 226.34 of Regulation Z, the
regulation implementing TILA, which implements the Home Ownership and Equity Protection Act of 1994, as
amended, or (b) except as may be provided in subparagraph (c) below, classified and/or defined, as a
"high cost", "threshold", "predatory""high risk home loan" or "covered" loan (or a similarly classified
loan using different terminology under a law imposing additional legal liability for mortgage loans
having high interest rates, points and or/fees) under any other state, federal or local law including,
but not limited to, the States of Georgia, New York, North Carolina, Arkansas, Kentucky or New Mexico,
or (c) Mortgage Loans subject to the New Jersey Home Ownership Security Act of 2002 (the "Act"), unless
such Mortgage Loan is a (1) "Home Loan" as defined in the Act that is a first lien Mortgage Loan, which
is not a "High Cost Home Loan" as defined in the Act or (2) "Covered Home Loan" as defined in the Act
that is a first lien purchase money Mortgage Loan, which is not a High Cost Home Loan under the Act. In
addition to and notwithstanding anything to the contrary herein, no Mortgage Loan for which the
Mortgaged Property is located in New Jersey is a Home Loan as defined in the Act that was made,
arranged, or assigned by a person selling either a manufactured home or home improvements to the
Mortgaged Property or was made by an originator to whom the Mortgagor was referred by any such seller.
Each Mortgage Loan is being (and has been) serviced in accordance with Accepted Servicing Practices and
applicable state and federal laws, including, without limitation, the Federal Truth-In-Lending Act and
other consumer protection laws, real estate settlement procedures, usury, equal credit opportunity and
disclosure laws. Company shall maintain in its possession, available for the Purchaser's inspection, as
appropriate, and shall deliver to the Purchaser or its designee upon demand, evidence of compliance with
all such requirements;
(i) The Mortgage has not been satisfied, canceled or subordinated, in whole or in part, or
rescinded, and the Mortgaged Property has not been released from the lien of the Mortgage, in whole or
in part nor has any instrument been executed that would effect any such release, cancellation,
subordination or rescission. The Company has not waived the performance by the Mortgagor of any action,
if the Mortgagor's failure to perform such action would cause the Mortgage Loan to be in default, nor
has the Company waived any default resulting from any action or inaction by the Mortgagor;
(j) The Mortgage is a valid, subsisting, enforceable and perfected first lien on the
Mortgaged Property, including all buildings on the Mortgaged Property and all installations and
mechanical, electrical, plumbing, heating and air conditioning systems affixed to such buildings, and
all additions, alterations and replacements made at any time with respect to the foregoing securing the
Mortgage Note's original principal balance subject to principles of equity, bankruptcy, insolvency and
other laws of general application affecting the rights of creditors. The Mortgage and the Mortgage Note
do not contain any evidence of any security interest or other interest or right thereto. Such lien is
free and clear of all adverse claims, liens and encumbrances having priority over the first lien of the
Mortgage subject only to (1) the lien of non-delinquent current real property taxes and assessments not
yet due and payable, (2) covenants, conditions and restrictions, rights of way, easements and other
matters of the public record as of the date of recording which are acceptable to mortgage lending
institutions generally and either (A) which are referred to in the lender's title insurance policy
delivered to the originator or otherwise considered in the appraisal made for the originator of the
Mortgage Loan, or (B) which do not adversely affect the residential use or Appraised Value of the
Mortgaged Property as set forth in such appraisal, and (3) other matters to which like properties are
commonly subject which do not individually or in the aggregate materially interfere with the benefits of
the security intended to be provided by the Mortgage or the use, enjoyment, value or marketability of
the related Mortgaged Property. Any security agreement, chattel mortgage or equivalent document related
to and delivered in connection with the Mortgage Loan establishes and creates a valid, subsisting,
enforceable and perfected first lien and first priority security interest on the property described
therein, and the Company has the full right to sell and assign the same to the Purchaser;
(k) The Mortgage Note and the related Mortgage are original and genuine and each is the legal,
valid and binding obligation of the maker thereof, enforceable in all respects in accordance with its
terms subject to principles of equity, bankruptcy, insolvency and other laws of general application
affecting the rights of creditors, and the Company has taken all action necessary to transfer such
rights of enforceability to the Purchaser. All parties to the Mortgage Note and the Mortgage had the
legal capacity to enter into the Mortgage Loan and to execute and deliver the Mortgage Note and the
Mortgage. The Mortgage Loan Documents are on forms acceptable to Fannie Mae and FHLMC. The Mortgage
Note and the Mortgage have been duly and properly executed by such parties. No fraud, error, omission,
misrepresentation, negligence or similar occurrence with respect to a Mortgage Loan has taken place on
the part of Company or the Mortgagor, or on the part of any other party involved in the origination or
servicing of the Mortgage Loan. The proceeds of the Mortgage Loan have been fully disbursed and there
is no requirement for future advances thereunder, and any and all requirements as to completion of any
on-site or off-site improvements and as to disbursements of any escrow funds therefor have been complied
with. All costs, fees and expenses incurred in making or closing the Mortgage Loan and the recording of
the Mortgage were paid, and the Mortgagor is not entitled to any refund of any amounts paid or due under
the Mortgage Note or Mortgage;
(l) The Company is the sole owner and holder of the Mortgage Loan and the indebtedness
evidenced by the Mortgage Note. Upon the sale of the Mortgage Loan to the Purchaser, the Company will
retain the Mortgage File or any part thereof with respect thereto not delivered to the Purchaser or the
Purchaser's designee in trust only for the purpose of servicing and supervising the servicing of the
Mortgage Loan. Immediately prior to the transfer and assignment to the Purchaser, the Mortgage Loan,
including the Mortgage Note and the Mortgage, were not subject to an assignment, sale or pledge to any
person other than Purchaser, and the Company had good and marketable title to and was the sole owner
thereof and had full right to transfer and sell the Mortgage Loan to the Purchaser free and clear of any
encumbrance, equity, lien, pledge, charge, claim or security interest and has the full right and
authority subject to no interest or participation of, or agreement with, any other party, to sell and
assign the Mortgage Loan pursuant to this Agreement and following the sale of the Mortgage Loan, the
Purchaser will own such Mortgage Loan free and clear of any encumbrance, equity, participation interest,
lien, pledge, charge, claim or security interest. The Company intends to relinquish all rights to
possess, control and monitor the Mortgage Loan, except for the purposes of servicing the Mortgage Loan
as set forth in this Agreement. After the related Closing Date, the Company will not have any right to
modify or alter the terms of the sale of the Mortgage Loan and the Company will not have any obligation
or right to repurchase the Mortgage Loan or substitute another Mortgage Loan, except as provided in this
Agreement, or as otherwise agreed to by the Company and the Purchaser;
(m) Each Mortgage Loan is covered by an ALTA lender's title insurance policy or other
generally acceptable form of policy or insurance acceptable to Fannie Mae or FHLMC (including adjustable
rate endorsements), issued by a title insurer acceptable to Fannie Mae or FHLMC and qualified to do
business in the jurisdiction where the Mortgaged Property is located, insuring (subject to the
exceptions contained in (j)(1), (2) and (3) above) the Company, its successors and assigns, as to the
first priority lien of the Mortgage in the original principal amount of the Mortgage Loan and against
any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of
the Mortgage providing for adjustment in the Mortgage Interest Rate and Monthly Payment. Where required
by state law or regulation, the Mortgagor has been given the opportunity to choose the carrier of the
required mortgage title insurance. The Company, its successors and assigns, is the sole insured of such
lender's title insurance policy, such title insurance policy has been duly and validly endorsed to the
Purchaser or the assignment to the Purchaser of the Company's interest therein does not require the
consent of or notification to the insurer and such lender's title insurance policy is in full force and
effect and will be in full force and effect upon the consummation of the transactions contemplated by
this Agreement. No claims have been made under such lender's title insurance policy, and no prior
holder or servicer of the related Mortgage, including the Company, nor any Mortgagor, has done, by act
or omission, anything which would impair the coverage of such lender's title insurance policy;
(n) There is no default, breach, violation or event of acceleration existing under the
Mortgage or the related Mortgage Note and no event which, with the passage of time or with notice and
the expiration of any grace or cure period, would constitute a default, breach, violation or event
permitting acceleration; and neither the Company, nor any prior mortgagee has waived any default,
breach, violation or event permitting acceleration;
(o) There are no mechanics' or similar liens or claims which have been filed for work, labor
or material (and no rights are outstanding that under law could give rise to such liens) affecting the
related Mortgaged Property which are or may be liens prior to or equal to the lien of the related
Mortgage;
(p) All improvements subject to the Mortgage which were considered in determining the
appraised value of the Mortgaged Property lie wholly within the boundaries and building restriction
lines of the Mortgaged Property (and wholly within the project with respect to a condominium unit) and
no improvements on adjoining properties encroach upon the Mortgaged Property except those which are
insured against by the title insurance policy referred to in clause (m) above and all improvements on
the property comply with all applicable zoning and subdivision laws and ordinances;
(q) Each Mortgage Loan was originated by or for the Company pursuant to, and conforms with,
the Company's underwriting guidelines attached as Exhibit H hereto. The Mortgage Loan bears interest at
an adjustable rate (if applicable) as set forth in the related Mortgage Loan Schedule, and Monthly
Payments under the Mortgage Note are due and payable on the first day of each month. The Mortgage
contains the usual and enforceable provisions of the Company at the time of origination for the
acceleration of the payment of the unpaid principal amount of the Mortgage Loan if the related Mortgaged
Property is sold without the prior consent of the mortgagee thereunder;
(r) The Mortgaged Property is not subject to any material damage. At origination of the
Mortgage Loan there was not, since origination of the Mortgage Loan there has not been, and there
currently is no proceeding pending for the total or partial condemnation of the Mortgaged Property. The
Company has not received notification that any such proceedings are scheduled to commence at a future
date;
(s) The related Mortgage contains customary and enforceable provisions such as to render the
rights and remedies of the holder thereof adequate for the realization against the Mortgaged Property of
the benefits of the security provided thereby, including, (1) in the case of a Mortgage designated as a
deed of trust, by trustee's sale, and (2) otherwise by judicial foreclosure. There is no homestead or
other exemption available to the Mortgagor which would interfere with the right to sell the Mortgaged
Property at a trustee's sale or the right to foreclose the Mortgage;
(t) If the Mortgage constitutes a deed of trust, a trustee, authorized and duly qualified if
required under applicable law to act as such, has been properly designated and currently so serves and
is named in the Mortgage, and no fees or expenses, except as may be required by local law, are or will
become payable by the Purchaser to the trustee under the deed of trust, except in connection with a
trustee's sale or attempted sale after default by the Mortgagor;
(u) The Mortgage File contains an appraisal of the related Mortgaged Property signed prior to
the final approval of the mortgage loan application by a Qualified Appraiser who had no interest, direct
or indirect, in the Mortgaged Property or in any loan made on the security thereof, and whose
compensation is not affected by the approval or disapproval of the Mortgage Loan, and the appraisal and
appraiser both satisfy the requirements of Fannie Mae or FHLMC and Title XI of the Federal Institutions
Reform, Recovery, and Enforcement Act of 1989 and the regulations promulgated thereunder, all as in
effect on the date the Mortgage Loan was originated. The appraisal is in a form acceptable to Fannie
Mae or FHLMC;
(v) All parties which have had any interest in the Mortgage, whether as mortgagee, assignee,
pledgee or otherwise, are (or, during the period in which they held and disposed of such interest, were)
(A) in compliance with any and all applicable licensing requirements of the laws of the state wherein
the Mortgaged Property is located, and (B) (1) organized under the laws of such state, or (2) qualified
to do business in such state, or (3) federal savings and loan associations or national banks or a
Federal Home Loan Bank or savings bank having principal offices in such state, or (4) not doing business
in such state;
(w) The related Mortgage Note is not and has not been secured by any collateral except the lien
of the corresponding Mortgage and the security interest of any applicable security agreement or chattel
mortgage referred to above and such collateral does not serve as security for any other obligation;
(x) The Mortgagor has received and has executed, where applicable, all disclosure materials
required by applicable law with respect to the making of such mortgage loans;
(y) The Mortgage Loan does not contain "graduated payment" features. Unless otherwise
indicated on the related Mortgage Loan Schedule, no Mortgage Loan is subject to a buydown agreement or
contains any buydown provision. With respect to any temporary Buydown Mortgage Loan, the maximum CLTV
is ninety-five percent (95%); the maximum rate discount is three percent (3%), the maximum Buydown
Period is three (3) years; the maximum increase is one percent (1%) per year; with respect to LTV that
is 80.01% and above, the debt-to-income ratio and payment shock are calculated at the second year
Mortgage Interest Rate; with respect to LTV 80.00% and below, debt-to-income ratio and payment shock are
calculated at the first year Mortgage Interest Rate. With respect to each Mortgage Loan that is a
Buydown Mortgage Loan, (i) on or before the date of origination of such Mortgage Loan, the Company and
the Mortgagor, or the Company, the Mortgagor and the seller of the Mortgaged Property or a third party
entered into a Buydown Agreement. The Buydown Agreement provides that the seller of the Mortgaged
Property (or third party) shall deliver to the Company temporary Buydown Funds in an amount equal to the
aggregate undiscounted amount of payments that, when added to the amount the Mortgagor on such Mortgage
Loan is obligated to pay on each Due Date in accordance with the terms of the Buydown Agreement, is
equal to the full scheduled Monthly Payment due on such Mortgage Loan. The temporary Buydown Funds
enable the Mortgagor to qualify for the Buydown Mortgage Loan. The effective interest rate of a Buydown
Mortgage Loan if less than the interest rate set forth in the related Mortgage Note will increase within
the Buydown Period as provided in the related Buydown Agreement so that the effective interest rate will
be equal to the interest rate as set forth in the related Mortgage Note. The Buydown Mortgage Loan
satisfies the requirements of Fannie Mae guidelines; (ii) The Mortgage and Mortgage Note reflect the
permanent payment terms rather than the payment terms of the Buydown Agreement. The Buydown Agreement
provides for the payment by the Mortgagor of the full amount of the Monthly Payment on any Due Date that
the Buydown Funds are available. The Buydown Funds were not used to reduce the original principal
balance of the Mortgage Loan or to increase the Appraised Value of the Mortgage Property when
calculating the Loan-to-Value Ratios for purposes of the Agreement and, if the Buydown Funds were
provided by the Seller and if required under Fannie Mae and FHLMC guidelines, the terms of the Buydown
Agreement were disclosed to the appraiser of the Mortgaged Property; (iii) The Buydown Funds may not be
refunded to the Mortgagor unless the Mortgagor makes a principal payment for the outstanding balance of
the Mortgage Loan; (iv) As of the date of origination of the Mortgage Loan, the provisions of the
related Buydown Agreement complied with the requirements of Fannie Mae and FHLMC regarding buydown
agreements.
(z) The Mortgagor is not in bankruptcy and, the Mortgagor is not insolvent and the Company has
no knowledge of any circumstances or conditions with respect to the Mortgage, the Mortgaged Property,
the Mortgagor or the Mortgagor's credit standing that could reasonably be expected to cause investors to
regard the Mortgage Loan as an unacceptable investment, cause the Mortgage Loan to become delinquent, or
materially adversely affect the value or marketability of the Mortgage Loan;
(aa) Principal payments on the Mortgage Loan, other than the Interest Only Mortgage Loan,
shall commence (with respect to any newly originated Mortgage Loans) or commenced no more than sixty
(60) days after the proceeds of the Mortgage Loan were disbursed. The Mortgage Loan bears interest at
the Mortgage Interest Rate. With respect to each Mortgage Loan, the Mortgage Note is payable on the
first day of each month in Monthly Payments, which, (A) in the case of a fixed rate Mortgage Loan, are
sufficient to fully amortize the original principal balance over the original term thereof and to pay
interest at the related Mortgage Interest Rate, (B) in the case of an adjustable rate Mortgage Loan,
other than the Interest Only Mortgage Loan, are changed on each Adjustment Date, and in any case, are
sufficient to fully amortize the original principal balance over the original term thereof and to pay
interest at the related Mortgage Interest Rate and (C) in the case of a Balloon Loan, are based on a
fifteen (15) or thirty (30) year amortization schedule, as set forth in the related Mortgage Note, and a
final monthly payment substantially greater than the preceding monthly payment which is sufficient to
amortize the remaining principal balance of the Balloon Loan and to pay interest at the related Mortgage
Interest Rate. The Index for each Adjustable Rate Mortgage Loan is as defined in the related
Confirmation and the Mortgage Loan Schedule. The Mortgage Note does not permit negative amortization,
unless otherwise noted on the related Mortgage Loan Schedule. No Mortgage Loan is a convertible
Mortgage Loan; (D) in the case of an Interest Only Mortgage Loan, the monthly payments on each Interest
Only Mortgage Loan during the related interest only period is equal to the product of the related
Mortgage Interest Rate and the principal balance of such Mortgage Loan on the first day of each month
and after such interest only period, except with respect to Interest Only Mortgage Loan that are
adjustable rate Mortgage Loans, such Mortgage Loan is payable in equal monthly installments of principal
and interest;
(bb) If such Mortgage Loan is a Co-op Loan, the security instruments create a valid,
enforceable and subsisting first priority security interest in the related cooperative shares securing
the related cooperative note, subject only to (x) the lien of the related cooperative for unpaid
assessments representing the Mortgagor's pro rata share of payments for a blanket mortgage, if any,
current and future real property taxes, insurance premiums, maintenance fees and other assessments to
which like collateral is commonly subject and (y) other matters to which like collateral is commonly
subject and which do not materially interfere with the benefits of the security intended to be provided;
provided, however, that the related proprietary lease for the cooperative apartment may be subordinated
or otherwise subject to the lien of a mortgage on the cooperative building;
(cc) (INTENTIONALLY LEFT BLANK)
(dd) (INTENTIONALLY LEFT BLANK)
(ee) (INTENTIONALLY LEFT BLANK)
(ff) (INTENTIONALLY LEFT BLANK)
(gg) (INTENTIONALLY LEFT BLANK)
(hh) In the event the Mortgage Loan had an LTV at origination greater than 80.00%, the excess
of the principal balance of the Mortgage Loan over 75.0% of the Appraised Value of the Mortgaged
Property with respect to a Refinanced Mortgage Loan, or the lesser of the Appraised Value or the
purchase price of the Mortgaged Property with respect to a purchase money Mortgage Loan was insured as
to payment defaults by a Primary Mortgage Insurance Policy issued by a Qualified Insurer. No Mortgage
Loan has an LTV over 95%. All provisions of such Primary Mortgage Insurance Policy have been and are
being complied with, such policy is in full force and effect, and all premiums due thereunder have been
paid. No Mortgage Loan requires payment of such premiums, in whole or in part, by the Purchaser. No
action, inaction, or event has occurred and no state of facts exists that has, or will result in the
exclusion from, denial of, or defense to coverage. Any Mortgage Loan subject to a Primary Mortgage
Insurance Policy obligates the Mortgagor thereunder to maintain the Primary Mortgage Insurance Policy,
subject to state and federal law, and to pay all premiums and charges in connection therewith. No action
has been taken or failed to be taken, on or prior to the Closing Date which has resulted or will result
in an exclusion from, denial of, or defense to coverage under any Primary Mortgage Insurance Policy
(including, without limitation, any exclusions, denials or defenses which would limit or reduce the
availability of the timely payment of the full amount of the loss otherwise due thereunder to the
insured) whether arising out of actions, representations, errors, omissions, negligence, or fraud of the
Company or the Mortgagor, or for any other reason under such coverage; The mortgage interest rate for
the Mortgage Loan as set forth on the related Mortgage Loan Schedule is net of any such insurance
premium. None of the Mortgage Loans are subject to "lender-paid" mortgage insurance;
(ii) The Assignment is in recordable form and is acceptable for recording under the laws of
the jurisdiction in which the Mortgaged Property is located;
(jj) Unless specified on the related Mortgage Loan Schedule, none of the Mortgage Loans are
secured by an interest in a leasehold estate. The Mortgaged Property is located in the state identified
in the related Mortgage Loan Schedule and consists of a single parcel of real property with a detached
single family residence erected thereon, or a townhouse, or a two-to four-family dwelling, or an
individual condominium unit in a condominium project, or an individual unit in a planned unit
development or a de minimis planned unit development, provided, however, that no residence or dwelling
is a single parcel of real property with a manufactured home not affixed to a permanent foundation, or a
mobile home. Any condominium unit or planned unit development conforms with the Company's underwriting
guidelines. As of the date of origination, no portion of any Mortgaged Property was used for commercial
purposes, and since the Origination Date, no portion of any Mortgaged Property has been, or currently
is, used for commercial purposes;
(kk) Payments on the Mortgage Loan commenced no more than sixty (60) days after the funds
were disbursed in connection with the Mortgage Loan. The Mortgage Note is payable on the first day of
each month in monthly installments of principal (if applicable) and interest, which installments are
subject to change due to the adjustments to the Mortgage Interest Rate on each Adjustment Date, with
interest calculated and payable in arrears. Each of the Mortgage Loans will amortize fully by the
stated maturity date, over an original term of not more than thirty years from commencement of
amortization;
(ll) As of the Closing Date of the Mortgage Loan, the Mortgage Property was lawfully
occupied under applicable law, and all inspections, licenses and certificates required to be made or
issued with respect to all occupied portions of the Mortgaged Property and, with respect to the use and
occupancy of the same, including but not limited to certificates of occupancy and fire underwriting
certificates, have been made or obtained from the appropriate authorities;
(mm) There is no pending action or proceeding directly involving the Mortgaged Property in
which compliance with any environmental law, rule or regulation is an issue; Company has no knowledge of
any violation of any environmental law, rule or regulation with respect to the Mortgaged Property; and
the Company has not received any notice of any environmental hazard on the Mortgaged Property and
nothing further remains to be done to satisfy in full all requirements of each such law, rule or
regulation constituting a prerequisite to use and enjoyment of said property;
(nn) The Mortgagor has not notified the Company, and the Company has no knowledge of any
relief requested or allowed to the Mortgagor under the Soldiers' and Sailors' Civil Relief Act of 1940;
(oo) No Mortgage Loan is a construction or rehabilitation Mortgage Loan or was made to
facilitate the trade-in or exchange of a Mortgaged Property;
(pp) The Mortgagor for each Mortgage Loan is a natural person;
(qq) [Reserved];
(rr) With respect to each Mortgage Loan that has a prepayment penalty feature, each such
prepayment penalty is enforceable and will be enforced by the Company and each prepayment penalty is
permitted pursuant to federal, state and local law. No Mortgage Loan will impose a prepayment penalty
for a term in excess of five years from the date such Mortgage Loan was originated;
(ss) With respect to each Mortgage Loan either (i) the fair market value of the Mortgaged
Property securing such Mortgage Loan was at least equal to 80 percent of the original principal balance
of such Mortgage Loan at the time such Mortgage Loan was originated or (ii) (a) the Mortgage Loan is
only secured by the Mortgage Property and (b) substantially all of the proceeds of such Mortgage Loan
were used to acquire or to improve or protect the Mortgage Property. For the purposes of the preceding
sentence, if the Mortgage Loan has been significantly modified other than as a result of a default or a
reasonable foreseeable default, the modified Mortgage Loan will be viewed as having been originated on
the date of the modification;
(tt) The Mortgage Loan was originated by a mortgagee approved by the Secretary of Housing and
Urban Development pursuant to sections 203 and 211 of the National Housing Act, a savings and loan
association, a savings bank, a commercial bank, credit union, insurance company or similar institution
which is supervised and examined by a federal or state authority;
(uu) None of the Mortgage Loans are simple interest Mortgage Loans and none of the Mortgaged
Properties are timeshares;
(vv) All of the terms of the Mortgage pertaining to interest rate adjustments, payment adjustments
and adjustments of the outstanding principal balance are enforceable, all such adjustments have
been properly made, including the mailing of required notices, and such adjustments do not and will
not affect the priority of the Mortgage lien. With respect to each Mortgage Loan which has passed
its initial Adjustment Date, Company has performed an audit of the Mortgage Loan to determine
whether all interest rate adjustments have been made in accordance with the terms of the Mortgage
Note and Mortgage;
(ww) Each Mortgage Note, each Mortgage, each Assignment and any other documents required
pursuant to this Agreement to be delivered to the Purchaser or its designee, or its assignee for each
Mortgage Loan, have been, on or before the related Closing Date, delivered to the Purchaser or its
designee, or its assignee;
(xx) There is no Mortgage Loan that was originated on or after October 1, 2002 and before
March 7, 2003, which is secured by property located in the State of Georgia;
(yy) No proceeds from any Mortgage Loan were used to finance single premium credit insurance
policies;
(zz) [Reserved];
(aaa) The methodology used in underwriting the extension of credit for each Mortgage Loan
employs objective mathematical principles which relate the borrower's income, assets and liabilities to
the proposed payment and such underwriting methodology does not rely on the extent of the borrower's
equity in the collateral as the principal determining factor in approving such credit extension. Such
underwriting methodology confirmed that at the time of origination (application/approval) the borrower
had a reasonable ability to make timely payments on the Mortgage Loan;
(bbb) With respect to any Mortgage Loan that contains a provision permitting imposition of a
premium upon a prepayment prior to maturity: (i) prior to the loan's origination, the borrower agreed to
such premium in exchange for a monetary benefit, including but not limited to a rate or fee reduction,
(ii) prior to the loan's origination, the borrower was offered the option of obtaining a mortgage loan
that did not require payment of such a premium, (iii) the prepayment premium is disclosed to the
borrower in the loan documents pursuant to applicable state and federal law, and (iv) notwithstanding
any state or federal law to the contrary, the Servicer shall not impose such prepayment premium in any
instance when the mortgage debt is accelerated as the result of the borrower's default in making the
loan payments;
(ccc) No borrower was required to purchase any credit life, disability, accident or health
insurance product as a condition of obtaining the extension of credit. No borrower obtained a prepaid
single-premium credit life, disability, accident or health insurance policy in connection with the
origination of the Mortgage Loan; No proceeds from any Mortgage Loan were used to purchase single
premium credit insurance policies as part of the origination of, or as a condition to closing, such
Mortgage Loan;
(ddd) [Reserved],
(eee) Any Mortgage Loan with a Mortgaged Property in the State of Illinois complies with the
Illinois Interest Act, if applicable;
(fff) With respect to any Mortgage Loan originated on or after August 1, 2004 and underlying
the security, neither the related Mortgage nor the related Mortgage Note requires the borrower to submit
to arbitration to resolve any dispute arising out of or relating in any way to the mortgage loan
transaction;
(ggg) No Mortgage Loan is secured by Mortgaged Property in the Commonwealth of Massachusetts
with a loan application date on or after November 7, 2004 that refinances a mortgage loan that is less
than sixty (60) months old, unless such Mortgage Loan (1) is on an investment property, (ii) meets the
requirements set forth in the Code of Massachusetts Regulation ("CMR"), 209 CMR 53.04(1)(b), or (iii)
meets the requirements set forth in the 209 CMR 53.04(1)(c);
(hhh) For any Mortgage Loan with the related Mortgaged Property located in State of Texas
which is a second lien and the interest rate is in excess of 10% and where terms of the Mortgage Note
contain a provision for which the Mortgagor may be entitled to prepaid interest upon payoff, no
Mortgagor paid any administrative fees, points, or loan origination fees which would actually result in
any prepaid interest being due the Mortgagor under the terms of the Mortgage Note;
(iii) The Company has complied with all applicable anti-money laundering laws and
regulations, including without limitation the USA Patriot Act of 2001 (collectively, the Anti-Money
Laundering Laws"). The Company has established an anti-money laundering compliance program as required
by the Anti-Money Laundering Laws and has conducted the requisite due diligence in connection with the
origination of each Mortgage Loan for the purposes of the Anti-Money Laundering Laws. The Company
further represents that it takes reasonable efforts to determine whether any Mortgagor appears on any
list of blocked or prohibited parties designated by the U.S. Department of Treasury; and
(jjj) If the Mortgage Loan is secured by a long-term residential lease, (1) the terms of such
lease expressly permit the mortgaging of the leasehold estate, the assignment of the lease without the
lessor's consent (or the lessor's consent has been obtained) and the acquisition by the holder of the
Mortgage of the rights of the lessee upon foreclosure or assignment in lieu of foreclosure or provide
the holder of the Mortgage with substantially similar protection (2) the terms of such lease do not (a)
allow the termination thereof upon the lessee's default without the holder of the Mortgage being
entitled to receive written notice of, and opportunity to cure, such default, (b) allow the termination
of a lease in the event of damage or destruction as long as the Mortgage is in existence or (c) prohibit
the holder of the Mortgage from being insured under the hazard insurance policy relating to the
Mortgaged Property (3) the original term of such lease is not less than 15 years (4) the term of such
lease does not terminate earlier than 5 years after the maturity date of the Note and (5) the Mortgaged
Property is located in a jurisdiction in which the use of leasehold estates for residential properties
is a widely-accepted practice.
Section 3.03 Repurchase; Substitution.
It is understood and agreed that the representations and warranties set forth in Sections 3.01
and 3.02 shall survive the sale of the Mortgage Loans and delivery of the Mortgage Loan Documents to the
Purchaser, or its designee, and shall inure to the benefit of the Purchaser, notwithstanding any
restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination, or lack of
examination, of any Mortgage File. Upon discovery by either the Company or the Purchaser of a breach of
any of the foregoing representations and warranties which materially and adversely affects the value of
the Mortgage Loans or the interest of the Purchaser in any Mortgage Loan, the party discovering such
breach shall give prompt written notice to the other. The Company shall have a period of sixty (60)
days from the earlier of its discovery or its receipt of notice of any such breach within which to
correct or cure such breach. The Company hereby covenants and agrees that if any such breach is not
corrected or cured within such sixty day period, the Company shall, at the Purchaser's option and not
later than ninety (90) days of its discovery or its receipt of notice of such breach, repurchase such
Mortgage Loan at the Repurchase Price or, with the Purchaser's prior consent and at Purchaser's sole
option, substitute a Mortgage Loan as provided below. In the event that any such breach shall involve
any representation or warranty set forth in Section 3.01, and such breach is not cured within sixty (60)
days of the earlier of either discovery by or notice to the Company of such breach, all Mortgage Loans
shall, at the option of the Purchaser, be repurchased by the Company at the Repurchase Price. Any such
repurchase shall be accomplished by wire transfer of immediately available funds to Purchaser in the
amount of the Repurchase Price.
If the Company is required to repurchase any Mortgage Loan pursuant to this Section 3.03, the
Company may, with the Purchaser's prior consent and at Purchaser's sole option, within ninety (90) days
from the related Closing Date, remove such defective Mortgage Loan from the terms of this Agreement and
substitute another mortgage loan for such defective Mortgage Loan, in lieu of repurchasing such
defective Mortgage Loan. Any substitute Mortgage Loan is subject to Purchaser acceptability. Any
substituted Loans will comply with the representations and warranties set forth in this Agreement as of
the substitution date
The Company shall amend the related Mortgage Loan Schedule to reflect the withdrawal of the
removed Mortgage Loan from this Agreement and the substitution of such substitute Mortgage Loan
therefor. Upon such amendment, the Purchaser shall review the Mortgage File delivered to it relating to
the substitute Mortgage Loan. In the event of such a substitution, accrued interest on the substitute
Mortgage Loan for the month in which the substitution occurs and any Principal Prepayments made thereon
during such month shall be the property of the Purchaser and accrued interest for such month on the
Mortgage Loan for which the substitution is made and any Principal Prepayments made thereon during such
month shall be the property of the Company. The principal payment on a substitute Mortgage Loan due on
the Due Date in the month of substitution shall be the property of the Company and the principal payment
on the Mortgage Loan for which the substitution is made due on such date shall be the property of the
Purchaser.
For any month in which the Company is permitted to substitute one or more substitute Mortgage
Loans, the Company will determine the amount (if any) by which the aggregate Stated Principal Balance
(after application of the principal portion of all scheduled payments due in the month of substitution)
of all the substitute Mortgage Loans in the month of substitution is less then the aggregate Stated
Principal Balance (after application of the principal portion of the scheduled payment due in the month
of substitution) of the such replaced Mortgage Loan. An amount equal to the aggregate of such
deficiencies described in the preceding sentence for any Remittance Date shall be deposited into the
Custodial Account by the Company on the related Determination Date in the month following the calendar
month during which the substitution occurred.
It is understood and agreed that the obligation of the Company set forth in this Section 3.03
to cure, repurchase or substitute for a defective Mortgage Loan, and to indemnify Purchaser pursuant to
Section 8.01, constitute the sole remedies of the Purchaser respecting a breach of the foregoing
representations and warranties. If the Company fails to repurchase or substitute for a defective
Mortgage Loan in accordance with this Section 3.03, or fails to cure a defective Mortgage Loan to
Purchaser's reasonable satisfaction in accordance with this Section 3.03, or to indemnify Purchaser
pursuant to Section 8.01, that failure shall be an Event of Default and the Purchaser shall be entitled
to pursue all remedies available in this Agreement as a result thereof. No provision of this paragraph
shall affect the rights of the Purchaser to terminate this Agreement for cause, as set forth in Sections
10.01 and 11.01.
Any cause of action against the Company relating to or arising out of the breach of any
representations and warranties made in Sections 3.01 and 3.02 shall accrue as to any Mortgage Loan upon
(i) the earlier of discovery of such breach by the Company or notice thereof by the Purchaser to the
Company, (ii) failure by the Company to cure such breach or repurchase such Mortgage Loan as specified
above, and (iii) demand upon the Company by the Purchaser for compliance with this Agreement.
In the event that any Mortgage Loan is held by a REMIC, notwithstanding any contrary provision
of this Agreement, with respect to any Mortgage Loan that is not in default or as to which no default is
imminent, no substitution pursuant to Subsection 3.03 shall be made after the applicable REMIC's "startup day" (as defined in Section 860G(a) (9) of the Code), unless the Company has obtained an Opinion of
Counsel to the effect that such substitution will not (i) result in the imposition of taxes on
"prohibited transactions" of such REMIC (as defined in Section 860F of the Code) or otherwise subject
the REMIC to tax, or (ii) cause the REMIC to fail to qualify as a REMIC at any time.
If pursuant to the foregoing provisions the Company repurchases a Mortgage Loan that is a MERS
Mortgage Loan, the Company shall either (a) cause MERS to execute and deliver an assignment of the
Mortgage in recordable form to transfer the Mortgage from MERS to the Company and shall cause such
Mortgage to be removed from registration on the MERS® System in accordance with MERS' rules and
regulations or (b) cause MERS to designate on the MERS® System the Company as the beneficial holder of
such Mortgage Loan.
Section 3.04 Representations and Warranties of the Purchaser.
The Purchaser represents, warrants and convenants to the Company that, as of the related
Closing Date or as of such date specifically provided herein:
(a) The Purchaser is a corporation, dully organized validly existing and in good standing
under the laws of the State of Delaware and is qualified to transact business in, is in good standing
under the laws of, and possesses all licenses necessary for the conduct of its business in, each state
in which any Mortgaged Property is located or is otherwise except or not required under applicable law
to effect such qualification or license;
(b) The Purchaser has full power and authority to hold each Mortgage Loan, to purchase
each Mortgage Loan pursuant to this Agreement and the related Term Sheet and to execute, deliver and
perform, and to enter into and consummate all transactions contemplated by this Agreement and the
related Term Sheet and to conduct its business as presently conducted, has duly authorized the
execution, delivery and performance of this Agreement and the related Term Sheet, has duly executed and
delivered this Agreement and the related Term Sheet;
(c) None of the execution and delivery of this Agreement and the related Term Sheet, the
purchase of the Mortgage Loans, the consummation of the transactions contemplated hereby, or the
fulfillment of or compliance with the terms and conditions of this Agreement and the related Term Sheet
will conflict with any of the terms, conditions or provisions of the Purchaser's charter or by-laws or
materially conflict with or result in a material breach of any of the terms, conditions or provisions of
any legal restriction or any agreement or instrument to which the Purchaser is now a party or by which
it is bound, or constitute a default or result in an acceleration under any of the foregoing, or result
in the material violation of any law, rule, regulation, order, judgment or decree to which the Purchaser
or its property is subject;
(d) There is no litigation pending or to the best of the Purchaser's knowledge, threatened
with respect to the Purchaser which is reasonably likely to have a material adverse effect on the
purchase of the related Mortgage Loans, the execution, delivery or enforceability of this Agreement and
the related Term Sheet, or which is reasonably likely to have a material adverse effect on the financial
condition of the Purchaser;
(e) No consent, approval, authorization or order of any court or governmental agency or
body is required for the execution, delivery and performance by the Purchaser of or compliance by the
Purchaser with this Agreement and the related Term Sheet, the purchase of the Mortgage Loans or the
consummation of the transactions contemplated by this Agreement and the related Term Sheet except for
consents, approvals, authorizations and orders which have been obtained;
(f) The consummation of the transactions contemplated by this Agreement and the related
Term Sheet is in the ordinary course of business of the Purchaser;
(h) The Purchaser will treat the purchase of the Mortgage Loans from the Company as a
purchase for reporting, tax and accounting purposes; and
(i) The Purchaser does not believe, nor does it have any cause or reason to believe, that
it cannot perform each and every of its covenants contained in this Agreement and the related Term Sheet.
The Purchaser shall indemnify the Company and hold it harmless against any claims, proceedings,
losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs,
judgments, and other costs and expenses resulting from a breach by the Purchaser of the representations
and warranties contained in this Section 3.04. It is understood and agreed that the obligations of the
Purchaser set forth in this Section 3.04 to indemnify the Company as provided herein constitute the sole
remedies of the Company respecting a breach of the foregoing representations and warranties.
ARTICLE IV
ADMINISTRATION AND SERVICING OF MORTGAGE LOANSSection 4.01 Company to Act as Servicer.The Company, as independent contract servicer, shall service and administer the Mortgage Loans
in accordance with this Agreement and the related Term Sheet and with Accepted Servicing Practices, and
shall have full power and authority, acting alone, to do or cause to be done any and all things in
connection with such servicing and administration which the Company may deem necessary or desirable and
consistent with the terms of this Agreement and the related Term Sheet and with Accepted Servicing
Practices and exercise the same care that it customarily employs for its own account. Except as set
forth in this Agreement and the related Term Sheet, the Company shall service the Mortgage Loans in
strict compliance with the servicing provisions of the Fannie Mae Guides (special servicing option),
which include, but are not limited to, provisions regarding the liquidation of Mortgage Loans, the
collection of Mortgage Loan payments, the payment of taxes, insurance and other charges, the maintenance
of hazard insurance with a Qualified Insurer, the maintenance of mortgage impairment insurance, the
maintenance of fidelity bond and errors and omissions insurance, inspections, the restoration of
Mortgaged Property, the maintenance of Primary Mortgage Insurance Policies, insurance claims, the title,
management and disposition of REO Property, permitted withdrawals with respect to REO Property,
liquidation reports, and reports of foreclosures and abandonments of Mortgaged Property, the transfer of
Mortgaged Property, the release of Mortgage Files, annual statements, and examination of records and
facilities. In the event of any conflict, inconsistency or discrepancy between any of the servicing
provisions of this Agreement and the related Term Sheet and any of the servicing provisions of the
Fannie Mae Guides, the provisions of this Agreement and the related Term Sheet shall control and be
binding upon the Purchaser and the Company.
Consistent with the terms of this Agreement and the related Term Sheet, the Company may waive,
modify or vary any term of any Mortgage Loan or consent to the postponement of any such term or in any
manner grant indulgence to any Mortgagor if in the Company's reasonable and prudent determination such
waiver, modification, postponement or indulgence is not materially adverse to the Purchaser, provided,
however, that unless the Company has obtained the prior written consent of the Purchaser, the Company
shall not permit any modification with respect to any Mortgage Loan that would change the Mortgage
Interest Rate, defer for more than ninety days or forgive any payment of principal or interest, reduce
or increase the outstanding principal balance (except for actual payments of principal) or change the
final maturity date on such Mortgage Loan. In the event of any such modification which has been agreed
to in writing by the Purchaser and which permits the deferral of interest or principal payments on any
Mortgage Loan, the Company shall, on the Business Day immediately preceding the Remittance Date in any
month in which any such principal or interest payment has been deferred, deposit in the Custodial
Account from its own funds, in accordance with Section 4.04, the difference between (a) such month's
principal and one month's interest at the Mortgage Loan Remittance Rate on the unpaid principal balance
of such Mortgage Loan and (b) the amount paid by the Mortgagor. The Company shall be entitled to
reimbursement for such advances to the same extent as for all other advances pursuant to Section 4.05.
Without limiting the generality of the foregoing, the Company shall continue, and is hereby authorized
and empowered, to prepare, execute and deliver, all instruments of satisfaction or cancellation, or of
partial or full release, discharge and all other comparable instruments, with respect to the Mortgage
Loans and with respect to the Mortgaged Properties. Notwithstanding anything herein to the contrary, the
Company may not enter into a forbearance agreement or similar arrangement with respect to any Mortgage
Loan which term exceeds 12 months in duration. Any such agreement shall be approved by Purchaser and,
if required, by the Primary Mortgage Insurance Policy insurer, if required. Any other loss mitigation or
workout alternatives, such as short sales or deeds in lieu of foreclosure, shall be subject to the
approval of the Purchaser and the Primary Mortgage Insurance Policy insurer if applicable.
Notwithstanding anything in this Agreement to the contrary, if any Mortgage Loan becomes
subject to a Pass-Through Transfer, the Company (a) with respect to such Mortgage Loan, shall not permit
any modification with respect to such Mortgage Loan that would change the Mortgage Interest Rate and (b)
shall not (unless the Mortgagor is in default with respect to such Mortgage Loan or such default is, in
the judgment of the Company, reasonably foreseeable) make or permit any modification, waiver or
amendment of any term of such Mortgage Loan that would both (i) effect an exchange or reissuance of such
Mortgage Loan under Section 1001 of the Code (or Treasury regulations promulgated thereunder) and (ii)
cause any REMIC to fail to qualify as a REMIC under the Code or the imposition of any tax on "prohibited
transactions" or "contributions" after the startup date under the REMIC Provisions.
Prior to taking any action with respect to the Mortgage Loans subject to a Pass-Through
Transfer, which is not contemplated under the terms of this Agreement, the Company will obtain an
Opinion of Counsel acceptable to the trustee in such Pass-Through Transfer with respect to whether such
action could result in the imposition of a tax upon any REMIC (including but not limited to the tax on
prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a
REMIC set forth in Section 860G(d) of the Code)(either such event, an "Adverse REMIC Event"), and the
Company shall not take any such actions as to which it has been advised that an Adverse REMIC Event
could occur.
The Company shall not permit the creation of any "interests" (within the meaning of Section
860G of the Code) in any REMIC. The Company shall not enter into any arrangement by which a REMIC will
receive a fee or other compensation for services nor permit a REMIC to receive any income from assets
other than "qualified mortgages" as defined in Section 860G(a)(3) of the Code or "permitted investments"
as defined in Section 860G(a)(5) of the Code.
In servicing and administering the Mortgage Loans, the Company shall employ Accepted Servicing
Practices, giving due consideration to the Purchaser's reliance on the Company. Unless a different time
period is stated in this Agreement or the related Term Sheet, Purchaser shall be deemed to have given
consent in connection with a particular matter if Purchaser does not affirmatively grant or deny consent
within five (5) Business Days from the date Purchaser receives a second written request for consent for
such matter from Company as servicer.
The Mortgage Loans may be subserviced by a Subservicer on behalf of the Company provided that
the Subservicer is an entity that engages in the business of servicing loans, and in either case shall
be authorized to transact business, and licensed to service mortgage loans, in the state or states where
the related Mortgaged Properties it is to service are situated, if and to the extent required by
applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing
Agreement, and in either case shall be a FHLMC or Fannie Mae approved mortgage servicer in good
standing, and no event has occurred, including but not limited to a change in insurance coverage, which
would make it unable to comply with the eligibility requirements for lenders imposed by Fannie Mae or
for seller/servicers imposed by Fannie Mae or FHLMC, or which would require notification to Fannie Mae
or FHLMC. In addition, each Subservicer will obtain and preserve its qualifications to do business as a
foreign corporation and its licenses to service mortgage loans, in each jurisdiction in which such
qualifications and/or licenses are or shall be necessary to protect the validity and enforceability of
this Agreement, or any of the Mortgage Loans and to perform or cause to be performed its duties under
the related Subservicing Agreement. The Company may perform any of its servicing responsibilities
hereunder or may cause the Subservicer to perform any such servicing responsibilities on its behalf, but
the use by the Company of the Subservicer shall not release the Company from any of its obligations
hereunder and the Company shall remain responsible hereunder for all acts and omissions of the
Subservicer as fully as if such acts and omissions were those of the Company. The Company shall pay all
fees and expenses of the Subservicer from its own funds, and the Subservicer's fee shall not exceed the
Servicing Fee. Company shall notify Purchaser promptly in writing upon the appointment of any
Subservicer.
At the cost and expense of the Company, without any right of reimbursement from the Custodial
Account, the Company shall be entitled to terminate the rights and responsibilities of the Subservicer
and arrange for any servicing responsibilities to be performed by a successor subservicer meeting the
requirements in the preceding paragraph, provided, however, that nothing contained herein shall be
deemed to prevent or prohibit the Company, at the Company's option, from electing to service the related
Mortgage Loans itself. In the event that the Company's responsibilities and duties under this Agreement
are terminated pursuant to Section 4.13, 8.04, 9.01 or 10.01 and if requested to do so by the Purchaser,
the Company shall at its own cost and expense terminate the rights and responsibilities of the
Subservicer effective as of the date of termination of the Company. The Company shall pay all fees,
expenses or penalties necessary in order to terminate the rights and responsibilities of the Subservicer
from the Company's own funds without reimbursement from the Purchaser.
Notwithstanding any of the provisions of this Agreement relating to agreements or arrangements
between the Company and the Subservicer or any reference herein to actions taken through the Subservicer
or otherwise, the Company shall not be relieved of its obligations to the Purchaser and shall be
obligated to the same extent and under the same terms and conditions as if it alone were servicing and
administering the Mortgage Loans. The Company shall be entitled to enter into an agreement with the
Subservicer for indemnification of the Company by the Subservicer and nothing contained in this
Agreement shall be deemed to limit or modify such indemnification. The Company will indemnify and hold
Purchaser harmless from any loss, liability or expense arising out of its use of a Subservicer to
perform any of its servicing duties, responsibilities and obligations hereunder.
Any Subservicing Agreement and any other transactions or services relating to the Mortgage
Loans involving the Subservicer shall be deemed to be between the Subservicer and Company alone, and the
Purchaser shall have no obligations, duties or liabilities with respect to the Subservicer including no
obligation, duty or liability of Purchaser to pay the Subservicer's fees and expenses. For purposes of
distributions and advances by the Company pursuant to this Agreement, the Company shall be deemed to
have received a payment on a Mortgage Loan when the Subservicer has received such payment.
The Company will transmit full-file credit reporting data for each Mortgage Loan pursuant to
the Fannie Mae Selling Guide and that for each Mortgage Loan, the Company agrees it shall report one of
the following statuses each month as follows: new origination, current, delinquent (30-, 60-, 90-days,
etc.), foreclosed, or charged-off.
Section 4.02 Collection of Mortgage Loan Payments.
Continuously from the date hereof until the date each Mortgage Loan ceases to be subject to
this Agreement, the Company will proceed diligently to collect all payments due under each Mortgage Loan
when the same shall become due and payable and shall, to the extent such procedures shall be consistent
with this Agreement, Accepted Servicing Practices, and the terms and provisions of any related Primary
Mortgage Insurance Policy, follow such collection procedures as it follows with respect to mortgage
loans comparable to the Mortgage Loans and held for its own account. Further, the Company will take
special care in ascertaining and estimating annual escrow payments, and all other charges that, as
provided in the Mortgage, will become due and payable, so that the installments payable by the
Mortgagors will be sufficient to pay such charges as and when they become due and payable.
Section 4.03 Realization Upon Defaulted MortgageThe Company shall use its best efforts, consistent with the procedures that the Company would
use in servicing loans for its own account, consistent with Accepted Servicing Practices, any Primary
Mortgage Insurance Policies and the best interest of Purchaser, to foreclose upon or otherwise
comparably convert the ownership of properties securing such of the Mortgage Loans as come into and
continue in default and as to which no satisfactory arrangements can be made for collection of
delinquent payments pursuant to Section 4.01. . Loan shall be demanded within 90 days of default for
Mortgaged Properties for which no satisfactory arrangements can be made for collection of delinquent
payments, subject to state and federal law and regulation. Foreclosure or comparable proceedings shall
be initiated within one hundred twenty (120) days of default for Mortgaged Properties for which no
satisfactory arrangements can be made for collection of delinquent payments, subject to state and
federal law and regulation. In the event any payment due under any Mortgage Loan is not paid when the
same becomes due and payable, or in the event the Mortgagor fails to perform any other covenant or
obligation under the Mortgage Loan and such failure continues beyond any applicable grace period, the
Company will proceed diligently to collect all payments due and shall take such action, including
commencing foreclosure, as it shall reasonably deem to be in the best interests of the Purchaser in a
manner consistent with Accepted Servicing Practices, subject to state and federal law and regulation.
The Company shall use its best efforts to realize upon defaulted Mortgage Loans in such manner as will
maximize the receipt of principal and interest by the Purchaser, taking into account, among other
things, the timing of foreclosure proceedings. The foregoing is subject to the provisions that, in any
case in which a Mortgaged Property shall have suffered damage, the Company shall not be required to
expend its own funds toward the restoration of such property unless it shall determine in its discretion
(i) that such restoration will increase the proceeds of liquidation of the related Mortgage Loan to the
Purchaser after reimbursement to itself for such expenses, and (ii) that such expenses will be
recoverable by the Company through Insurance Proceeds or Liquidation Proceeds from the related Mortgaged
Property, as contemplated in Section 4.05. Company shall obtain prior approval of Purchaser as to
repair or restoration expenses in excess of ten thousand dollars ($10,000). The Company shall be
responsible for all costs and expenses incurred by it in any such proceedings or functions; provided,
however, that it shall be entitled to reimbursement thereof from the related property, as contemplated
in Section 4.05. Notwithstanding anything to the contrary contained herein, in connection with a
foreclosure or acceptance of a deed in lieu of foreclosure, in the event the Company has reasonable
cause to believe that a Mortgaged Property is contaminated by hazardous or toxic substances or wastes,
or if the Purchaser otherwise requests an environmental inspection or review of such Mortgaged Property,
such an inspection or review is to be conducted by a qualified inspector at the Purchaser's expense.
Upon completion of the inspection, the Company shall promptly provide the Purchaser with a written
report of the environmental inspection. After reviewing the environmental inspection report, the
Purchaser shall determine how the Company shall proceed with respect to the Mortgaged Property.
Notwithstanding anything to the contrary contained herein, the Purchaser may, at the
Purchaser's sole option, terminate the Company as servicer of any Mortgage Loan which becomes ninety
(90) days or greater delinquent in payment of a scheduled Monthly Payment, without payment of any
termination fee with respect thereto, provided that the Company shall on the date said termination takes
effect be reimbursed for any unreimbursed advances of the Company's funds made pursuant to Section 5.03
and any unreimbursed Servicing Advances and Servicing Fees in each case relating to the Mortgage Loan
underlying such delinquent Mortgage Loan notwithstanding anything to the contrary set forth in Section
4.05. In the event of any such termination, the provisions of Section 11.01 hereof shall apply to said
termination and the transfer of servicing responsibilities with respect to such delinquent Mortgage Loan
to the Purchaser or its designee.
In the event that a Mortgage Loan becomes part of a REMIC, and becomes REO Property, such
property shall be disposed of by the Company, with the consent of Purchaser as required pursuant to this
Agreement, before the close of the third taxable year following the taxable year in which the Mortgage
Loan became an REO Property, unless the Company provides to the trustee under such REMIC an opinion of
counsel to the effect that the holding of such REO Property subsequent to the close of the third taxable
year following the taxable year in which the Mortgage Loan became an REO Property, will not result in
the imposition of taxes on "prohibited transactions" as defined in Section 860F of the Code, or cause
the transaction to fail to qualify as a REMIC at any time that certificates are outstanding. Company
shall manage, conserve, protect and operate each such REO Property for the certificateholders solely for
the purpose of its prompt disposition and sale in a manner which does not cause such property to fail to
qualify as "foreclosure property" within the meaning of Section 860F(a)(2)(E) of the Code, or any "net
income from foreclosure property" which is subject to taxation under the REMIC provisions of the Code.
Pursuant to its efforts to sell such property, the Company shall either itself or through an agent
selected by Company, protect and conserve such property in the same manner and to such an extent as is
customary in the locality where such property is located. Additionally, Company shall perform the tax
withholding and reporting related to Sections 1445 and 6050J of the Code.
Section 4.04 Establishment of Custodial Accounts; Deposits in Custodial Accounts.The Company shall segregate and hold all funds collected and received pursuant to each Mortgage
Loan separate and apart from any of its own funds and general assets and shall establish and maintain
one or more Custodial Accounts. The Custodial Account shall be an Eligible Account. Funds deposited in
the Custodial Account, which shall be deposited within 24 hours of receipt, shall at all times be
insured by the FDIC up to the FDIC insurance limits, or must be invested in Permitted Investments for
the benefit of the Purchaser. Funds deposited in the Custodial Account may be drawn on by the Company in
accordance with Section 4.05. The creation of any Custodial Account shall be evidenced by a letter
agreement in the form shown in Exhibit B hereto. The original of such letter agreement shall be
furnished to the Purchaser on the Closing Date, and upon the request of any subsequent Purchaser.
The Company shall deposit in the Custodial Account on a daily basis, and retain therein the
following payments and collections received or made by it subsequent to the Cut-off Date, or received by
it prior to the Cut-off Date but allocable to a period subsequent thereto, other than in respect of
principal and interest on the Mortgage Loans due on or before the Cut-off Date:
(i) all payments on account of principal, including Principal Prepayments, on the Mortgage
Loans;
(ii) all payments on account of interest on the Mortgage Loans adjusted to the Mortgage Loan
Remittance Rate;
(iii) all Liquidation Proceeds;
(iv) any amounts required to be deposited by the Company in connection with any REO Property
pursuant to Section 4.13 and in connection therewith, the Company shall provide the Purchaser with
written detail itemizing all of such amounts;
(v) all Insurance Proceeds including amounts required to be deposited pursuant to Sections
4.08, 4.10 and 4.11, other than proceeds to be held in the Escrow Account and applied to the restoration
or repair of the Mortgaged Property or released to the Mortgagor in accordance with Accepted Servicing
Practices, the Mortgage Loan Documents or applicable law;
(vi) all Condemnation Proceeds affecting any Mortgaged Property which are not released to the
Mortgagor in accordance with Accepted Servicing Practices, the loan documents or applicable law;
(vii) any Monthly Advances;
(viii) with respect to each full or partial Principal Prepayment, any Prepayment Interest
Shortfalls, to the extent of the Company's aggregate Servicing Fee received with respect to the related
Prepayment Period;
(ix) any amounts required to be deposited by the Company pursuant to Section 4.10 in connection
with the deductible clause in any blanket hazard insurance policy, such deposit shall be made from the
Company's own funds, without reimbursement therefor; and
(x) any amounts required to be deposited in the Custodial Account pursuant to Section 4.01,
4.13 or 6.02.
The foregoing requirements for deposit in the Custodial Account shall be exclusive, it
being understood and agreed that, without limiting the generality of the foregoing, payments in the
nature of late payment charges and assumption fees, to the extent permitted by Section 6.01, need not be
deposited by the Company in the Custodial Account. Any interest paid on funds deposited in the
Custodial Account by the depository institution shall accrue to the benefit of the Company and the
Company shall be entitled to retain and withdraw such interest from the Custodial Account pursuant to
Section 4.05 (iv). The Purchaser shall not be responsible for any losses suffered with respect to
investment of funds in the Custodial Account.
Section 4.05 Permitted Withdrawals From the Custodial Account.The Company may, from time to time, withdraw from the Custodial Account for the following
purposes:
(i) to make payments to the Purchaser in the amounts and in the manner provided for in
Section 5.01;
(ii) to reimburse itself for Monthly Advances, the Company's right to reimburse itself pursuant
to this subclause (ii) being limited to amounts received on the related Mortgage Loan which represent
late collections (net of the related Servicing Fees) of principal and/or interest respecting which any
such advance was made, it being understood that, in the case of such reimbursement, the Company's right
thereto shall be prior to the rights of the Purchaser, except that, where the Company is required to
repurchase a Mortgage Loan, pursuant to Section 3.03, the Company's right to such reimbursement shall be
subsequent to the payment to the Purchaser of the Repurchase Price pursuant to such Section and all
other amounts required to be paid to the Purchaser with respect to such Mortgage Loan;
(iii) to reimburse itself for unreimbursed Servicing Advances and any unpaid Servicing Fees(or
REO administration fees described in Section 4.13), the Company's right to reimburse itself pursuant to
this subclause (iii) with respect to any Mortgage Loan being limited to related proceeds from
Liquidation Proceeds, Condemnation Proceeds and Insurance Proceeds in accordance with the relevant
provisions of the Fannie Mae Guides or as otherwise set forth in this Agreement; any recovery shall be
made upon liquidation of the REO Property;
(iv) to pay to itself as part of its servicing compensation (a) any interest earned on
funds in the Custodial Account (all such interest to be withdrawn monthly not later than each Remittance
Date), and (b) the Servicing Fee from that portion of any payment or recovery as to interest with
respect to a particular Mortgage Loan;
(v) to pay to itself with respect to each Mortgage Loan that has been repurchased pursuant
to Section 3.03 all amounts received thereon and not distributed as of the date on which the related
repurchase price is determined,
(vi) to transfer funds to another Eligible Account in accordance with Section 4.09 hereof;
(vii) to remove funds inadvertently placed in the Custodial Account by the Company; and
(vi) to clear and terminate the Custodial Account upon the termination of this Agreement.
Section 4.06 Establishment of Escrow Accounts; Deposits in Escrow Accounts.The Company shall segregate and hold all funds collected and received pursuant to each Mortgage
Loan which constitute Escrow Payments separate and apart from any of its own funds and general assets
and shall establish and maintain one or more Escrow Accounts. The Escrow Account shall be an Eligible
Account. Funds deposited in each Escrow Account shall at all times be insured in a manner to provide
maximum insurance under the insurance limitations of the FDIC, or must be invested in Permitted
Investments. Funds deposited in the Escrow Account may be drawn on by the Company in accordance with
Section 4.07. The creation of any Escrow Account shall be evidenced by a letter agreement in the form
shown in Exhibit C. The original of such letter agreement shall be furnished to the Purchaser on the
Closing Date, and upon request to any subsequent purchaser.
The Company shall deposit in the Escrow Account or Accounts on a daily basis, and retain
therein:
(i) all Escrow Payments collected on account of the Mortgage Loans, for the purpose of
effecting timely payment of any such items as required under the terms of this Agreement;
(ii) all Insurance Proceeds which are to be applied to the restoration or repair of any
Mortgaged Property; and
(iii) all Servicing Advances for Mortgagors whose Escrow Payments are insufficient to cover
escrow disbursements.
The Company shall make withdrawals from the Escrow Account only to effect such
payments as are required under this Agreement, and for such other purposes as shall be as set forth or
in accordance with Section 4.07. The Company shall be entitled to retain any interest paid on funds
deposited in the Escrow Account by the depository institution other than interest on escrowed funds
required by law to be paid to the Mortgagor and, to the extent required by law, the Company shall pay
interest on escrowed funds to the Mortgagor notwithstanding that the Escrow Account is non-interest
bearing or that interest paid thereon is insufficient for such purposes. The Purchaser shall not be
responsible for any losses suffered with respect to investment of funds in the Escrow Account.
Section 4.07 Permitted Withdrawals From Escrow Account.
Withdrawals from the Escrow Account may be made by Company only:
(i) to effect timely payments of ground rents, taxes, assessments, water rates, Primary
Mortgage Insurance Policy premiums, if applicable, fire and hazard insurance premiums, condominium
assessments and comparable items;
(ii) to reimburse Company for any Servicing Advance made by Company with respect to a
related Mortgage Loan but only from amounts received on the related Mortgage Loan which represent late
payments or collections of Escrow Payments thereunder;
(iii) to refund to the Mortgagor any funds as may be determined to be overages;
(iv) for transfer to the Custodial Account in accordance with the terms of this Agreement;
(v) for application to restoration or repair of the Mortgaged Property;
(vi) to pay to the Company, or to the Mortgagor to the extent required by law, any interest
paid on the funds deposited in the Escrow Account;
(vii) to clear and terminate the Escrow Account on the termination of this Agreement. As part
of its servicing duties, the Company shall pay to the Mortgagors interest on funds in Escrow Account, to
the extent required by law, and to the extent that interest earned on funds in the Escrow Account is
insufficient, shall pay such interest from its own funds, without any reimbursement therefor; and
(viii) to pay to the Mortgagors or other parties Insurance Proceeds deposited in accordance
with Section 4.06.
Section 4.08 Payment of Taxes, Insurance and Other Charges; Maintenance of Primary MortgageInsurance Policies; Collections Thereunder.
With respect to each Mortgage Loan, the Company shall maintain accurate records reflecting the
status of ground rents, taxes, assessments, water rates and other charges which are or may become a lien
upon the Mortgaged Property and the status of primary mortgage insurance premiums and fire and hazard
insurance coverage and shall obtain, from time to time, all bills for the payment of such charges,
including renewal premiums and shall effect payment thereof prior to the applicable penalty or
termination date and at a time appropriate for securing maximum discounts allowable, employing for such
purpose deposits of the Mortgagor in the Escrow Account which shall have been estimated and accumulated
by the Company in amounts sufficient for such purposes, as allowed under the terms of the Mortgage or
applicable law. To the extent that the Mortgage does not provide for Escrow Payments, the Company shall
determine that any such payments are made by the Mortgagor at the time they first become due. The
Company assumes full responsibility for the timely payment of all such bills and shall effect timely
payments of all such bills irrespective of the Mortgagor's faithful performance in the payment of same
or the making of the Escrow Payments and shall make advances from its own funds to effect such payments.
The Company will maintain in full force and effect Primary Mortgage Insurance Policies issued
by a Qualified Insurer with respect to each Mortgage Loan for which such coverage is herein required.
Such coverage will be terminated only with the approval of Purchaser, or as required by applicable law
or regulation. The Company will not cancel or refuse to renew any Primary Mortgage Insurance Policy in
effect on the Closing Date that is required to be kept in force under this Agreement unless a
replacement Primary Mortgage Insurance Policy for such canceled or nonrenewed policy is obtained from
and maintained with a Qualified Insurer. The Company shall not take any action which would result in
non-coverage under any applicable Primary Mortgage Insurance Policy of any loss which, but for the
actions of the Company would have been covered thereunder. In connection with any assumption or
substitution agreement entered into or to be entered into pursuant to Section 6.01, the Company shall
promptly notify the insurer under the related Primary Mortgage Insurance Policy, if any, of such
assumption or substitution of liability in accordance with the terms of such policy and shall take all
actions which may be required by such insurer as a condition to the continuation of coverage under the
Primary Mortgage Insurance Policy. If such Primary Mortgage Insurance Policy is terminated as a result
of such assumption or substitution of liability, the Company shall obtain a replacement Primary Mortgage
Insurance Policy as provided above.
In connection with its activities as servicer, the Company agrees to prepare and present, on
behalf of itself and the Purchaser, claims to the insurer under any Private Mortgage Insurance Policy in
a timely fashion in accordance with the terms of such Primary Mortgage Insurance Policy and, in this
regard, to take such action as shall be necessary to permit recovery under any Primary Mortgage
Insurance Policy respecting a defaulted Mortgage Loan. Pursuant to Section 4.04, any amounts collected
by the Company under any Primary Mortgage Insurance Policy shall be deposited in the Custodial Account,
subject to withdrawal pursuant to Section 4.05.
Section 4.09 Transfer of Accounts.The Company may transfer the Custodial Account or the Escrow Account to a different Eligible
Account from time to time. Such transfer shall be made only upon obtaining the prior written consent of
the Purchaser, which consent will not be unreasonably withheld.
Section 4.10 Maintenance of Hazard Insurance.The Company shall cause to be maintained for each Mortgage Loan fire and hazard insurance with
extended coverage as is acceptable to Fannie Mae or FHLMC and customary in the area where the Mortgaged
Property is located in an amount which is equal to the lesser of (i) the maximum insurable value of the
improvements securing such Mortgage Loan or (ii) the greater of (a) the outstanding principal balance of
the Mortgage Loan, and (b) an amount such that the proceeds thereof shall be sufficient to prevent the
Mortgagor and/or the mortgagee from becoming a co-insurer. If required by the Flood Disaster Protection
Act of 1973, as amended, each Mortgage Loan shall be covered by a flood insurance policy meeting the
requirements of the current guidelines of the Federal Insurance Administration in effect with an
insurance carrier acceptable to Fannie Mae or FHLMC, in an amount representing coverage not less than
the least of (i) the outstanding principal balance of the Mortgage Loan, (ii) the maximum insurable
value of the improvements securing such Mortgage Loan or (iii) the maximum amount of insurance which is
available under the Flood Disaster Protection Act of 1973, as amended. If at any time during the term
of the Mortgage Loan, the Company determines in accordance with applicable law and pursuant to the
Fannie Mae Guides that a Mortgaged Property is located in a special flood hazard area and is not covered
by flood insurance or is covered in an amount less than the amount required by the Flood Disaster
Protection Act of 1973, as amended, the Company shall notify the related Mortgagor that the Mortgagor
must obtain such flood insurance coverage, and if said Mortgagor fails to obtain the required flood
insurance coverage within forty-five (45) days after such notification, the Company shall immediately
force place the required flood insurance on the Mortgagor's behalf. The Company shall also maintain on
each REO Property, fire and hazard insurance with extended coverage in an amount which is at least equal
to the maximum insurable value of the improvements which are a part of such property, and, to the extent
required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in
an amount as provided above. Any amounts collected by the Company under any such policies other than
amounts to be deposited in the Escrow Account and applied to the restoration or repair of the Mortgaged
Property or REO Property, or released to the Mortgagor in accordance with Accepted Servicing Practices,
shall be deposited in the Custodial Account, subject to withdrawal pursuant to Section 4.05. It is
understood and agreed that no other additional insurance need be required by the Company of the
Mortgagor or maintained on property acquired in respect of the Mortgage Loan, other than pursuant to
this Agreement, the Fannie Mae Guides or such applicable state or federal laws and regulations as shall
at any time be in force and as shall require such additional insurance. All such policies shall be
endorsed with standard mortgagee clauses with loss payable to the Company and its successors and/or
assigns and shall provide for at least thirty days prior written notice of any cancellation, reduction
in the amount or material change in coverage to the Company. The Company shall not interfere with the
Mortgagor's freedom of choice in selecting either his insurance carrier or agent, provided, however,
that the Company shall not accept any such insurance policies from insurance companies unless such
companies are Qualified Insurers.
Section 4.11 Maintenance of Mortgage Impairment Insurance Policy.
In the event that the Company shall obtain and maintain a blanket policy issued by an insurer
acceptable to Fannie Mae or FHLMC insuring against hazard losses on all of the Mortgage Loans, then, to
the extent such policy provides coverage in an amount equal to the amount required pursuant to Section
4.10 and otherwise complies with all other requirements of Section 4.10, it shall conclusively be deemed
to have satisfied its obligations as set forth in Section 4.10, it being understood and agreed that such
policy may contain a deductible clause, in which case the Company shall, in the event that there shall
not have been maintained on the related Mortgaged Property or REO Property a policy complying with
Section 4.10, and there shall have been a loss which would have been covered by such policy, deposit in
the Custodial Account the amount not otherwise payable under the blanket policy because of such
deductible clause. In connection with its activities as servicer of the Mortgage Loans, the Company
agrees to prepare and present, on behalf of the Purchaser, claims under any such blanket policy in a
timely fashion in accordance with the terms of such policy. Upon request of the Purchaser, the Company
shall cause to be delivered to the Purchaser a certified true copy of such policy and shall use its best
efforts to obtain a statement from the insurer thereunder that such policy shall in no event be
terminated or materially modified without thirty (30) days' prior written notice to the Purchaser.
Section 4.12 Fidelity Bond, Errors and Omissions Insurance.The Company shall maintain, at its own expense, a blanket fidelity bond and an errors and
omissions insurance policy, with broad coverage with responsible companies on all officers, employees or
other persons acting in any capacity with regard to the Mortgage Loan to handle funds, money, documents
and papers relating to the Mortgage Loan. The Fidelity Bond shall be in the form of the Mortgage
Banker's Blanket Bond and shall protect and insure the Company against losses, including forgery, theft,
embezzlement and fraud of such persons. The errors and omissions insurance shall protect and insure the
Company against losses arising out of errors and omissions and negligent acts of such persons. Such
errors and omissions insurance shall also protect and insure the Company against losses in connection
with the failure to maintain any insurance policies required pursuant to this Agreement and the release
or satisfaction of a Mortgage Loan without having obtained payment in full of the indebtedness secured
thereby. No provision of this Section 4.12 requiring the Fidelity Bond or errors and omissions
insurance shall diminish or relieve the Company from its duties and obligations as set forth in this
Agreement. The minimum coverage under any such bond and insurance policy shall be at least equal to the
corresponding amounts required by Fannie Mae in the Fannie Mae Guides. Upon request by the Purchaser,
the Company shall deliver to the Purchaser a certificate from the surety and the insurer as to the
existence of the Fidelity Bond and errors and omissions insurance policy and shall obtain a statement
from the surety and the insurer that such Fidelity Bond or insurance policy shall in no event be
terminated or materially modified without thirty (30) days' prior written notice to the Purchaser. The
Company shall notify the Purchaser within five (5) business days of receipt of notice that such Fidelity
Bond or insurance policy will be, or has been, materially modified or terminated. The Purchaser (or any
party having the status of Purchaser hereunder) and any subsidiary thereof and their successors or
assigns as their interests may appear must be named as loss payees on the Fidelity Bond and as
additional insured on the errors and omissions policy. Upon request by Purchaser, Company shall provide
Purchaser with an insurance certificate certifying coverage under this Section 4.12, and will provide an
update to such certificate upon request, or upon renewal or material modification of coverage.
Section 4.13 Title, Management and Disposition of REO Property.
In the event that title to the Mortgaged Property is acquired in foreclosure or by deed in lieu
of foreclosure, the deed or certificate of sale shall be taken in the name of the Purchaser or its
designee, or in the event the Purchaser or its designee is not authorized or permitted to hold title to
real property in the state where the REO Property is located, or would be adversely affected under the
"doing business" or tax laws of such state by so holding title, the deed or certificate of sale shall be
taken in the name of such Person or Persons as shall be consistent with an opinion of counsel obtained
by the Company from an attorney duly licensed to practice law in the state where the REO Property is
located. Any Person or Persons holding such title other than the Purchaser shall acknowledge in writing
that such title is being held as nominee for the benefit of the Purchaser.
The Company shall notify the Purchaser in accordance with the Fannie Mae Guides of each
acquisition of REO Property upon such acquisition (and, in any event, shall provide notice of the
consummation of any foreclosure sale within three (3) Business Days of the date Company receives notice
of such consummation), together with a copy of the drive by appraisal or brokers price opinion of the
Mortgaged Property obtained in connection with such acquisition, and thereafter assume the
responsibility for marketing such REO property in accordance with Accepted Servicing Practices.
Thereafter, the Company shall continue to provide certain administrative services to the Purchaser
relating to such REO Property as set forth in this Section 4.13. The Company shall, either itself or
through an agent selected by the Company, and in accordance with the Fannie Mae Guides manage, conserve,
protect and operate each REO Property in the same manner that it manages, conserves, protects and
operates other foreclosed property for its own account, and in the same manner that similar property in
the same locality as the REO Property is managed. The Company shall cause each REO Property to be
inspected promptly upon the acquisition of title thereto and shall cause each REO Property to be
inspected at least monthly thereafter or more frequently as required by the circumstances. The Company
shall make or cause to be made a written report of each such inspection. Such reports shall be retained
in the Mortgage File and copies thereof shall be forwarded by the Company to the Purchaser upon request.
The Company shall use its best efforts to dispose of the REO Property as soon as possible and
shall sell such REO Property in any event within one year after title has been taken to such REO
Property, unless the Company determines, and gives an appropriate notice to the Purchaser to such
effect, that a longer period is necessary for the orderly liquidation of such REO Property. If a longer
period than one (1) year is permitted under the foregoing sentence and is necessary to sell any REO
Property, the Company shall report monthly to the Purchaser as to the progress being made in selling
such REO Property. No REO Property shall be marketed for less than the Appraised Value, without the
prior consent of Purchaser. No REO Property shall be sold for less than ninety five percent (95%) of its
Appraised Value, without the prior consent of Purchaser. All requests for reimbursement of Servicing
Advances shall be in accordance with the Fannie Mae Guides. The disposition of REO Property shall be
carried out by the Company at such price, and upon such terms and conditions, as the Company deems to be
in the best interests of the Purchaser (subject to the above conditions) only with the prior written
consent of the Purchaser.
Notwithstanding anything to the contrary contained herein, the Purchaser may, at the
Purchaser's sole option, terminate the Company as servicer of any such REO Property without payment of
any termination fee with respect thereto, provided that the Company shall on the date said termination
takes effect be reimbursed for any unreimbursed advances of the Company's funds made pursuant to Section
5.03 and any unreimbursed Servicing Advances and Servicing Fees in each case relating to the Mortgage
Loan underlying such REO Property notwithstanding anything to the contrary set forth in Section 4.05.
In the event of any such termination, the provisions of Section 11.01 hereof shall apply to said
termination and the transfer of servicing responsibilities with respect to such REO Property to the
Purchaser or its designee. Within five Business Days of any such termination, the Company shall, if
necessary convey such property to the Purchaser and shall further provide the Purchaser with the
following information regarding the subject REO Property: the related drive by appraisal or brokers
price opinion, and copies of any related Mortgage Impairment Insurance Policy claims. In addition,
within five Business Days, the Company shall provide the Purchaser with the following information
regarding the subject REO Property: the related trustee's deed upon sale and copies of any related
hazard insurance claims, or repair bids.
Section 4.14 Notification of Maturity Date.
With respect to each Mortgage Loan, the Company shall execute and deliver to the Mortgagor any
and all necessary notices required under applicable law and the terms of the related Mortgage Note and
Mortgage regarding the maturity date if required under applicable law.
ARTICLE V
PAYMENTS TO THE PURCHASER
Section 5.01 Distributions.
On each Remittance Date, the Company shall distribute by wire transfer of immediately available
funds to the Purchaser (i) all amounts credited to the Custodial Account as of the close of business on
the preceding Determination Date, net of charges against or withdrawals from the Custodial Account
pursuant to Section 4.05, plus (ii) all Monthly Advances, if any, which the Company is obligated to
distribute pursuant to Section 5.03, plus, (iii) interest at the Mortgage Loan Remittance Rate on any
Principal Prepayment from the date of such Principal Prepayment through the end of the month for which
disbursement is made provided that the Company's obligation as to payment of such interest shall be
limited to the Servicing Fee earned during the month of the distribution, minus (iv) any amounts
attributable to Monthly Payments collected but due on a Due Date or Dates subsequent to the preceding
Determination Date, which amounts shall be remitted on the Remittance Date next succeeding the Due
Period for such amounts. It is understood that, by operation of Section 4.04, the remittance on the
first Remittance Date with respect to Mortgage Loans purchased pursuant to the related Term Sheet is to
include principal collected after the Cut-off Date through the preceding Determination Date plus
interest, adjusted to the Mortgage Loan Remittance Rate collected through such Determination Date
exclusive of any portion thereof allocable to the period prior to the Cut-off Date, with the adjustments
specified in clauses (ii), (iii) and (iv) above.
With respect to any remittance received by the Purchaser after the Remittance Date, the Company
shall pay to the Purchaser interest on any such late payment at an annual rate equal to the Prime Rate,
adjusted as of the date of each change, plus three (3) percentage points, but in no event greater than
the maximum amount permitted by applicable law. Such interest shall cover the period commencing with
the day following the Business Day such payment was due and ending with the Business Day on which such
payment is made to the Purchaser, both inclusive. The payment by the Company of any such interest shall
not be deemed an extension of time for payment or a waiver of any Event of Default by the Company. On
each Remittance Date, the Company shall provide a remittance report detailing all amounts being remitted
pursuant to this Section 5.01.
Section 5.02 Statements to the Purchaser.The Company shall furnish to Purchaser an individual loan accounting report, as of the last
Business Day of each month, in the Company's assigned loan number order to document Mortgage Loan
payment activity on an individual Mortgage Loan basis. With respect to each month, the corresponding
individual loan accounting report shall be received by the Purchaser no later than the fifth Business
Day of the following month on paper or a disk or tape or other computer-readable format in such format
as may be mutually agreed upon by both Purchaser and Company, and no later than the fifth Business Day
of the following month in hard copy, and shall contain the following:
(i) With respect to each Monthly Payment, the amount of such remittance allocable to principal
(including a separate breakdown of any Principal Prepayment, including the date of such prepayment, and
any prepayment penalties or premiums, along with a detailed report of interest on principal prepayment
amounts remitted in accordance with Section 4.04);
(ii) with respect to each Monthly Payment, the amount of such remittance allocable to interest;
(iii) the amount of servicing compensation received by the Company during the prior
distribution period;
(iv) the aggregate Stated Principal Balance of the Mortgage Loans;
(v) the aggregate of any expenses reimbursed to the Company during the prior distribution
period pursuant to Section 4.05;
(vi) The number and aggregate outstanding principal balances of Mortgage Loans (a) delinquent
(1) 30 to 59 days, (2) 60 to 89 days, (3) 90 days or more; (b) as to which foreclosure has commenced;
and (c) as to which REO Property has been acquired; and
The Company shall also provide a trial balance, sorted in Purchaser's assigned loan number
order, in the form of Exhibit E hereto, with each such Report.
The Company shall prepare and file any and all information statements or other filings required
to be delivered to any governmental taxing authority or to Purchaser pursuant to any applicable law with
respect to the Mortgage Loans and the transactions contemplated hereby. In addition, the Company shall
provide Purchaser with such information concerning the Mortgage Loans as is necessary for Purchaser to
prepare its federal income tax return as Purchaser may reasonably request from time to time.
In addition, not more than sixty (60) days after the end of each calendar year, the Company
shall furnish to each Person who was a Purchaser at any time during such calendar year an annual
statement in accordance with the requirements of applicable federal income tax law as to the aggregate
of remittances for the applicable portion of such year.
Section 5.03 Monthly Advances by the Company.
Not later than the close of business on the Business Day preceding each Remittance Date, the
Company shall deposit in the Custodial Account an amount equal to all payments not previously advanced
by the Company, whether or not deferred pursuant to Section 4.01, of principal (due after the Cut-off
Date) and interest not allocable to the period prior to the Cut-off Date, adjusted to the Mortgage Loan
Remittance Rate, which were due on a Mortgage Loan and delinquent at the close of business on the
related Determination Date.
The Company's obligation to make such Monthly Advances as to any Mortgage Loan will continue
through the last Monthly Payment due prior to the payment in full of the Mortgage Loan, or through the
Remittance Date prior to the date on which the Mortgaged Property liquidates (including Insurance
Proceeds, proceeds from the sale of REO Property or Condemnation Proceeds) with respect to the Mortgage
Loan unless the Company deems such advance to be nonrecoverable. In such event, the Company shall
deliver to the Purchaser an Officer's Certificate of the Company to the effect that an officer of the
Company has reviewed the related Mortgage File and has made the reasonable determination that any
additional advances are nonrecoverable.
Section 5.04 Liquidation Reports.
Upon the foreclosure sale of any Mortgaged Property or the acquisition thereof by the Purchaser
pursuant to a deed-in-lieu of foreclosure, the Company shall submit to the Purchaser a liquidation
report with respect to such Mortgaged Property in a form mutually acceptable to Company and Purchaser.
The Company shall also provide reports on the status of REO Property containing such information as
Purchaser may reasonably require.
Section 5.05 Prepayment Interest Shortfalls.
Not later than the close of business on the Business Day preceding each Remittance Date in the
month following the related Prepayment Period, the Company shall deposit in the Custodial Account an
amount equal to any Prepayment Interest Shortfalls with respect to such Prepayment Period, which in the
aggregate shall not exceed the Company's aggregate Servicing Fee received with respect to the related
Due Period.
ARTICLE VI
GENERAL SERVICING PROCEDURES
Section 6.01 Assumption Agreements.The Company will, to the extent it has knowledge of any conveyance or prospective conveyance by
any Mortgagor of the Mortgaged Property (whether by absolute conveyance or by contract of sale, and
whether or not the Mortgagor remains or is to remain liable under the Mortgage Note and/or the
Mortgage), exercise its rights to accelerate the maturity of such Mortgage Loan under any "due-on-sale"
clause to the extent permitted by law; provided, however, that the Company shall not exercise any such
rights if prohibited by law or the terms of the Mortgage Note from doing so or if the exercise of such
rights would impair or threaten to impair any recovery under the related Primary Mortgage Insurance
Policy, if any. If the Company reasonably believes it is unable under applicable law to enforce such
"due-on-sale" clause, the Company, with the approval of the Purchaser, will enter into an assumption
agreement with the person to whom the Mortgaged Property has been conveyed or is proposed to be
conveyed, pursuant to which such person becomes liable under the Mortgage Note and, to the extent
permitted by applicable state law, the Mortgagor remains liable thereon. Where an assumption is allowed
pursuant to this Section 6.01, the Company, with the prior consent of the Purchaser and the primary
mortgage insurer, if any, is authorized to enter into a substitution of liability agreement with the
person to whom the Mortgaged Property has been conveyed or is proposed to be conveyed pursuant to which
the original mortgagor is released from liability and such Person is substituted as mortgagor and
becomes liable under the related Mortgage Note. Any such substitution of liability agreement shall be
in lieu of an assumption agreement.
In connection with any such assumption or substitution of liability, the Company shall follow
the underwriting practices and procedures of the Company. With respect to an assumption or substitution
of liability, the Mortgage Interest Rate borne by the related Mortgage Note, the amount of the Monthly
Payment and the maturity date may not be changed (except pursuant to the terms of the Mortgage Note).
If the credit of the proposed transferee does not meet such underwriting criteria, the Company
diligently shall, to the extent permitted by the Mortgage or the Mortgage Note and by applicable law,
accelerate the maturity of the Mortgage Loan. The Company shall notify the Purchaser that any such
substitution of liability or assumption agreement has been completed by forwarding to the Purchaser the
original of any such substitution of liability or assumption agreement, which document shall be added to
the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the
same extent as all other documents and instruments constituting a part thereof. All fees collected by
the Company for entering into an assumption or substitution of liability agreement shall belong to the
Company.
Notwithstanding the foregoing paragraphs of this Section or any other provision of this
Agreement, the Company shall not be deemed to be in default, breach or any other violation of its
obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or any
assumption which the Company may be restricted by law from preventing, for any reason whatsoever. For
purposes of this Section 6.01, the term "assumption" is deemed to also include a sale of the Mortgaged
Property subject to the Mortgage that is not accompanied by an assumption or substitution of liability
agreement.
Section 6.02 Satisfaction of Mortgages and Release of Mortgage Files.
Upon the payment in full of any Mortgage Loan, or the receipt by the Company of a notification
that payment in full will be escrowed in a manner customary for such purposes, the Company will
immediately notify the Purchaser by a certification, which certification shall include a statement to
the effect that all amounts received or to be received in connection with such payment which are
required to be deposited in the Custodial Account pursuant to Section 4.04 have been or will be so
deposited, of a Servicing Officer and shall request delivery to it of the portion of the Mortgage File
held by the Purchaser. The Purchaser shall no later than five Business Days after receipt of such
certification and request, release or cause to be released to the Company, the related Mortgage Loan
Documents and, upon its receipt of such documents, the Company shall promptly prepare and deliver to the
Purchaser the requisite satisfaction or release. No later than five (5) Business Days following its
receipt of such satisfaction or release, the Purchaser shall deliver, or cause to be delivered, to the
Company the release or satisfaction properly executed by the owner of record of the applicable mortgage
or its duly appointed attorney in fact. No expense incurred in connection with any instrument of
satisfaction or deed of reconveyance shall be chargeable to the Custodial Account.
In the event the Company satisfies or releases a Mortgage without having obtained payment in
full of the indebtedness secured by the Mortgage or should it otherwise prejudice any right the
Purchaser may have under the mortgage instruments, the Company, upon written demand, shall remit within
two (2) Business Days to the Purchaser the then outstanding principal balance of the related Mortgage
Loan by deposit thereof in the Custodial Account. The Company shall maintain the Fidelity Bond and
errors and omissions insurance insuring the Company against any loss it may sustain with respect to any
Mortgage Loan not satisfied in accordance with the procedures set forth herein.
From time to time and as appropriate for the servicing or foreclosure of the Mortgage Loan,
including for the purpose of collection under any Primary Mortgage Insurance Policy, the Purchaser
shall, upon request of the Company and delivery to the Purchaser of a servicing receipt signed by a
Servicing Officer, release the portion of the Mortgage File held by the Purchaser to the Company. Such
servicing receipt shall obligate the Company to return the related Mortgage documents to the Purchaser
when the need therefor by the Company no longer exists, unless the Mortgage Loan has been liquidated and
the Liquidation Proceeds relating to the Mortgage Loan have been deposited in the Custodial Account or
the Mortgage File or such document has been delivered to an attorney, or to a public trustee or other
public official as required by law, for purposes of initiating or pursuing legal action or other
proceedings for the foreclosure of the Mortgaged Property either judicially or non-judicially, and the
Company has delivered to the Purchaser a certificate of a Servicing Officer certifying as to the name
and address of the Person to which such Mortgage File or such document was delivered and the purpose or
purposes of such delivery. Upon receipt of a certificate of a Servicing Officer stating that such
Mortgage Loan was liquidated, the servicing receipt shall be released by the Purchaser to the Company.
Section 6.03 Servicing Compensation.
As compensation for its services hereunder, the Company shall be entitled to withdraw from the
Custodial Account (to the extent of interest payments collected on the Mortgage Loans) or to retain from
interest payments collected on the Mortgage Loans, the amounts provided for as the Company's Servicing
Fee, subject to payment of compensating interest on Principal Prepayments as capped by the Servicing Fee
pursuant to Section 5.01 (iii). Additional servicing compensation in the form of assumption fees, as
provided in Section 6.01, and late payment charges or otherwise shall be retained by the Company to the
extent not required to be deposited in the Custodial Account. No Servicing Fee shall be payable in
connection with partial Monthly Payments. The Company shall be required to pay all expenses incurred by
it in connection with its servicing activities hereunder and shall not be entitled to reimbursement
therefor except as specifically provided for.
Section 6.04 Annual Statement as to Compliance.The Company will deliver to the Purchaser not later than February 28th of each year, beginning
March 15, 2006, an executed Officers' Certificate acceptable to the Purchaser stating, as to each
signatory thereof, that (i) a review of the activities of the Company during the preceding calendar year
and of performance under this Agreement has been made under such officers' supervision, and (ii) to the
best of such officers' knowledge, based on such review, the Company has fulfilled all of its obligations
under this Agreement throughout such year, or, if there has been a default in the fulfillment of any
such obligation, specifying each such default known to such officers and the nature and status of cure
provisions thereof. Such Officers' Certificate shall contain no restrictions or limitations on its
use. Copies of such statement shall be provided by the Company to the Purchaser upon request.
If the Company cannot deliver the related Officers' Certificate by March 15th of such year, the
Purchaser, at its sole option, may permit a cure period for the Company to deliver such Officers'
Certificate, but in no event later than March 22nd of such year.
Failure of the Company to timely comply with this Section 6.05 shall be deemed an Event of
Default, automatically, without notice and without any cure period, and Purchaser may, in addition to
whatever rights the Purchaser may have under Sections 3.03 and 8.01 and at law or equity or to damages,
including injunctive relief and specific performance, terminate all the rights and obligations of the
Company under this Agreement and in and to the Mortgage Loans and the proceeds thereof without
compensating the Company for the same, as provided in Section 9.01. Such termination shall be
considered with cause pursuant to Section 10.01 of this Agreement. This paragraph shall supercede any
other provision in this Agreement or any other agreement to the contrary.
Section 6.05 Annual Independent Certified Public Accountants' Servicing Report.The Company, at its expense and not later than March 15th of each year, beginning March 15,2006, shall cause a firm of independent public accountants which is a member of the American Institute
of Certified Public Accountants to furnish a statement to the Purchaser acceptable to the Purchaser to
the effect that such firm has examined certain documents and records relating to the Company's servicing
of mortgage loans of the same type as the Mortgage Loans pursuant to servicing agreements substantially
similar to this Agreement, which agreements may include this Agreement, and that, on the basis of such
an examination, conducted substantially in the uniform single audit program for mortgage bankers, such
firm is of the opinion that the Company's servicing has been conducted in compliance with the agreements
examined pursuant to this Section 6.05, except for (i) such exceptions as such firm shall believe to be
immaterial, and (ii) such other exceptions as shall be set forth in such statement. Such statement
shall contain no restrictions or limitations on its use. Copies of such statement shall be provided by
the Company to the Purchaser. In addition, on an annual basis, Company shall provide Purchaser with
copies of its audited financial statements.
Failure of the Company to timely comply with this Section 6.05 shall be deemed an Event of
Default, automatically, without notice and without any cure period, and Purchaser may, in addition to
whatever rights the Purchaser may have under Sections 3.03 and 8.01 and at law or equity or to damages,
including injunctive relief and specific performance, terminate all the rights and obligations of the
Company under this Agreement and in and to the Mortgage Loans and the proceeds thereof without
compensating the Company for the same, as provided in Section 9.01. Such termination shall be
considered with cause pursuant to Section 10.01 of this Agreement. This paragraph shall supercede any
other provision in this Agreement or any other agreement to the contrary.
Section 6.06 Purchaser's Right to Examine Company Records.
The Purchaser shall have the right to examine and audit upon reasonable notice to the Company,
during business hours or at such other times as might be reasonable under applicable circumstances, any
and all of the books, records, documentation or other information of the Company, or held by another for
the Company or on its behalf or otherwise, which relates to the performance or observance by the Company
of the terms, covenants or conditions of this Agreement.
The Company shall provide to the Purchaser and any supervisory agents or examiners representing
a state or federal governmental agency having jurisdiction over the Purchaser, including but not limited
to OTS, FDIC and other similar entities, access to any documentation regarding the Mortgage Loans in the
possession of the Company which may be required by any applicable regulations. Such access shall be
afforded without charge, upon reasonable request, during normal business hours and at the offices of the
Company, and in accordance with the federal government, FDIC, OTS, or any other similar regulations.
ARTICLE VII
REPORTS TO BE PREPARED BY SERVICER
Section 7.01 Company Shall Provide Information as Reasonably Required.The Company shall furnish to the Purchaser during the term of this Agreement, such periodic,
special or other reports, information or documentation, whether or not provided for herein, as shall be
necessary, reasonable or appropriate in respect to the Purchaser, or otherwise in respect to the
Mortgage Loans and the performance of the Company under this Agreement, including any reports,
information or documentation reasonably required to comply with any regulations regarding any
supervisory agents or examiners of the Purchaser all such reports or information to be as provided by
and in accordance with such applicable instructions and directions as the Purchaser may reasonably
request in relation to this Agreement or the performance of the Company under this Agreement. The
Company agrees to execute and deliver all such instruments and take all such action as the Purchaser,
from time to time, may reasonably request in order to effectuate the purpose and to carry out the terms
of this Agreement.
In connection with marketing the Mortgage Loans, the Purchaser may make available to a
prospective purchaser audited financial statements of the Company for the most recently completed two
(2) fiscal years for which such statements are available, as well as a Consolidated Statement of
Condition at the end of the last two (2) fiscal years covered by any Consolidated Statement of
Operations. If it has not already done so, the Company shall furnish promptly to the Purchaser or a
prospective purchaser copies of the statements specified above.
The Company shall make reasonably available to the Purchaser or any prospective Purchaser a
knowledgeable financial or accounting officer for the purpose of answering questions and to permit any
prospective purchaser to inspect the Company's servicing facilities for the purpose of satisfying such
prospective purchaser that the Company has the ability to service the Mortgage Loans as provided in this
Agreement.
ARTICLE VIII
THE SERVICERSection 8.01 Indemnification; Third Party Claims.The Company agrees to indemnify the Purchaser and hold it harmless against any and all claims,
losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other
costs, fees and expenses that the Purchaser may sustain in any way related to the failure of the Company
to observe and perform its duties, obligations, covenants, and agreements to service the Mortgage Loans
in strict compliance with the terms of this Agreement. The Company agrees to indemnify the Purchaser
and hold it harmless against any and all claims, losses, damages, penalties, fines, forfeitures, legal
fees and related costs, judgments, and any other costs, fees and expenses that the Purchaser may sustain
in any way related to the breach of a representation or warranty set forth in Sections 3.01 or 3.02 of
this Agreement or in any way related to the alleged breach of any representation or warranty in Sections
3.01 or 3.02 of this Agreement related to compliance with all applicable laws. The Company shall
immediately notify the Purchaser if a claim is made by a third party against Company with respect to
this Agreement or the Mortgage Loans, assume (with the consent of the Purchaser) the defense of any such
claim and pay all expenses in connection therewith, including counsel fees, whether or not such claim is
settled prior to judgment, and promptly pay, discharge and satisfy any judgment or decree which may be
entered against it or the Purchaser in respect of such claim. The Company shall follow any written
instructions received from the Purchaser in connection with such claim. The Purchaser shall promptly
reimburse the Company for all amounts advanced by it pursuant to the two preceding sentences except when
the claim relates to the failure of the Company to service and administer the Mortgages in strict
compliance with the terms of this Agreement, the breach of representation or warranty set forth in
Sections 3.01 or 3.02, or the gross negligence, bad faith or willful misconduct of Company. The
provisions of this Section 8.01 shall survive termination of this Agreement.
Section 8.02 Merger or Consolidation of the Company.The Company will keep in full effect its existence, rights and franchises as a corporation
under the laws of the state of its incorporation except as permitted herein, and will obtain and
preserve its qualification to do business as a foreign corporation in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and enforceability of this Agreement, or
any of the Mortgage Loans and to perform its duties under this Agreement.
Any Person into which the Company may be merged or consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Company shall be a party, or any Person
succeeding to the business of the Company whether or not related to loan servicing, shall be the
successor of the Company hereunder, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided,
however, that the successor or surviving Person shall be an institution (i) having a GAAP net worth of
not less than $25,000,000, (ii) the deposits of which are insured by the FDIC, SAIF and/or BIF, and
which is a HUD-approved mortgagee whose primary business is in origination and servicing of first lien
mortgage loans, and (iii) who is a Fannie Mae or FHLMC approved seller/servicer in good standing.
Section 8.03 Limitation on Liability of the Company and Others.
Neither the Company nor any of the officers, employees or agents of the Company shall be under
any liability to the Purchaser for any action taken or for refraining from the taking of any action in
good faith pursuant to this Agreement, or for errors in judgment made in good faith; provided, however,
that this provision shall not protect the Company or any such person against any breach of warranties or
representations made herein, or failure to perform its obligations in strict compliance with any
standard of care set forth in this Agreement, or any liability which would otherwise be imposed by
reason of negligence, bad faith or willful misconduct, or any breach of the terms and conditions of this
Agreement. The Company and any officer, employee or agent of the Company may rely in good faith on any
document of any kind prima facie properly executed and submitted by the Purchaser respecting any matters
arising hereunder. The Company shall not be under any obligation to appear in, prosecute or defend any
legal action which is not incidental to its duties to service the Mortgage Loans in accordance with this
Agreement and which in its reasonable opinion may involve it in any expenses or liability; provided,
however, that the Company may, with the consent of the Purchaser, undertake any such action which it may
deem necessary or desirable in respect to this Agreement and the rights and duties of the parties
hereto. In such event, the reasonable legal expenses and costs of such action and any liability
resulting therefrom shall be expenses, costs and liabilities for which the Purchaser will be liable, and
the Company shall be entitled to be reimbursed therefor from the Purchaser upon written demand.
Section 8.04 Company Not to Assign or Resign.The Company shall not assign this Agreement or resign from the obligations and duties hereby
imposed on it except by mutual consent of the Company and the Purchaser or upon the determination that
its duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured
by the Company. Any such determination permitting the resignation of the Company shall be evidenced by
an Opinion of Counsel to such effect delivered to the Purchaser which Opinion of Counsel shall be in
form and substance acceptable to the Purchaser. No such resignation shall become effective until a
successor shall have assumed the Company's responsibilities and obligations hereunder in the manner
provided in Section 11.01.
Section 8.05 No Transfer of Servicing.
With respect to the retention of the Company to service the Mortgage Loans hereunder, the
Company acknowledges that the Purchaser has acted in reliance upon the Company's independent status, the
adequacy of its servicing facilities, plan, personnel, records and procedures, its integrity, reputation
and financial standing and the continuance thereof. Without in any way limiting the generality of this
Section, the Company shall not either assign this Agreement or the servicing hereunder or delegate its
rights or duties hereunder or any portion thereof, or sell or otherwise dispose of all or substantially
all of its property or assets, without the prior written approval of the Purchaser, which consent shall
be granted or withheld in the Purchaser's sole discretion, but if the purchaser of the Company's
assetshas the qualifications set forth in Section 8.02, then the Purchaser will not unreasonably
withhold consent.
Without in any way limiting the generality of this Section 8.05, in the event that the Company
either shall assign this Agreement or the servicing responsibilities hereunder or delegate its duties
hereunder or any portion thereof without (i) satisfying the requirements set forth herein or (ii) the
prior written consent of the Purchaser, then the Purchaser shall have the right to terminate this
Agreement, without any payment of any penalty or damages and without any liability whatsoever to the
Company (other than with respect to accrued but unpaid Servicing Fees and Servicing Advances remaining
unpaid) or any third party.
ARTICLE IX
DEFAULT
Section 9.01 Events of Default.
In case one or more of the following Events of Default by the Company shall occur and be
continuing, that is to say:
(i) any failure by the Company to remit to the Purchaser any payment required to be made under
the terms of this Agreement which continues unremedied for a period of one (1) Business Day; or
(ii) failure on the part of the Company duly to observe or perform in any material respect any
other of the covenants or agreements on the part of the Company set forth in this Agreement which
continues unremedied for a period of thirty (30) days after the date on which written notice of such
failure, requiring the same to be remedied, shall have been given to the Company by the Purchaser; or
(iii) a decree or order of a court or agency or supervisory authority having jurisdiction for
the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment
of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or
liquidation of its affairs, shall have been entered against the Company and such decree or order shall
have remained in force undischarged or unstayed for a period of sixty days; or
(iv) the Company shall consent to the appointment of a conservator or receiver or liquidator
in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar
proceedings of or relating to the Company or of or relating to all or substantially all of its property;
or
(v) the Company shall admit in writing its inability to pay its debts generally as they become
due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an
assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; or
(vi) Company ceases to be approved by either Fannie Mae or FHLMC as a mortgage loan seller or
servicer for more than thirty days; or
(vii) the Company attempts to assign its right to servicing compensation hereunder or the
Company attempts, without the consent of the Purchaser, to sell or otherwise dispose of all or
substantially all of its property or assets or to assign this Agreement or the servicing
responsibilities hereunder or to delegate its duties hereunder or any portion thereof; or
(viii) the Company ceases to be (a) licensed to service first lien residential mortgage loans
in any jurisdiction in which a Mortgaged Property is located and such licensing is required, and (b)
qualified to transact business in any jurisdiction where it is currently so qualified, but only to the
extent such non-qualification materially and adversely affects the Company's ability to perform its
obligations hereunder; or
(ix) the Company fails to meet the eligibility criteria set forth in the last sentence of
Section 8.02.
Then, and in each and every such case, so long as an Event of Default shall not have been
remedied, the Purchaser, by notice in writing to the Company (except in the case of an Event of Default
under clauses (iii), (iv) or (v) above, in which case, automatically and without notice) Company may, in
addition to whatever rights the Purchaser may have under Sections 3.03 and 8.01 and at law or equity or
to damages, including injunctive relief and specific performance, terminate all the rights and
obligations of the Company under this Agreement and in and to the Mortgage Loans and the proceeds
thereof without compensating the Company for the same. On or after the receipt by the Company of such
written notice (or, in the case of an Event of Default under clauses (iii), (iv) or (v) above, in which
case, automatically and without notice), all authority and power of the Company under this Agreement,
whether with respect to the Mortgage Loans or otherwise, shall pass to and be vested in the successor
appointed pursuant to Section 11.01. Upon written request from the Purchaser, the Company shall
prepare, execute and deliver, any and all documents and other instruments, place in such successor's
possession all Mortgage Files, and do or accomplish all other acts or things necessary or appropriate to
effect the purposes of such notice of termination, whether to complete the transfer and endorsement or
assignment of the Mortgage Loans and related documents, or otherwise, at the Company's sole expense. The
Company agrees to cooperate with the Purchaser and such successor in effecting the termination of the
Company's responsibilities and rights hereunder, including, without limitation, the transfer to such
successor for administration by it of all cash amounts which shall at the time be credited by the
Company to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage
Loans or any REO Property.
Section 9.02 Waiver of Defaults.
The Purchaser may waive only by written notice any default by the Company in the performance of
its obligations hereunder and its consequences. Upon any such waiver of a past default, such default
shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been remedied
for every purpose of this Agreement. No such waiver shall extend to any subsequent or other default or
impair any right consequent thereon except to the extent expressly so waived in writing.
ARTICLE X
TERMINATIONSection 10.01 Termination.
The respective obligations and responsibilities of the Company shall terminate upon: (i) the
later of the final payment or other liquidation (or any advance with respect thereto) of the last
Mortgage Loan and the disposition of all remaining REO Property and the remittance of all funds due
hereunder; or (ii) by mutual consent of the Company and the Purchaser in writing; or (iii) termination
with cause under the terms of this Agreement. Termination of the Agreement pursuant to Section 10.01
(iii) shall void Purchaser's obligation to purchase Mortgage Loans for which Purchaser has issued a
Confirmation, commitment confirmation or a substantially similar commitment to purchase Mortgage Loans.
Section 10.02 Termination Without Cause.
The Purchaser may, at its sole option, terminate any rights the Company may have hereunder,
without cause, upon no less than 90 days written notice. Any such notice of termination shall be in
writing and delivered to the Company as provided in Section 11.05 of this Agreement. In the event that
the Company is terminated pursuant to this Section 10.02 without cause, the Purchaser shall solicit, by
public announcement, bids from three organizations reasonably acceptable to the Purchaser for the
purchase of the servicing functions. Following receipt of such bids, the Purchaser shall either (a)
negotiate and effect the transfer, sale and assignment of the Agreement to the party submitting the
highest satisfactory bid, which purchase price shall be paid to the Company upon transfer of the
servicing rights and obligations under this Agreement to the Company's successor, or (b) pay to the
Company a termination fee equal to the amount of the party submitting the highest satisfactory bid.
Notwithstanding anything herein to the contrary, the Purchaser shall deduct all costs and expenses of
any public announcement and any other expenses relating to the sale, transfer and assignment of this
Agreement from the sum payable to Company pursuant to the previous sentence.
Section 10.03 Survival.
Termination of this Agreement under Section 10.01 or Section 10.02 shall not affect any of the
Company's obligations regarding repurchase, indemnification or otherwise, all of which shall survive
such termination and remain in full force and effect.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Successor to the Company.
Prior to termination of Company's responsibilities and duties under this Agreement pursuant to
Sections 4.13, 8.04, 9.01, 10.01 (ii) or (iii), the Purchaser shall (i) succeed to and assume all of the
Company's responsibilities, rights, duties and obligations under this Agreement, or (ii) appoint a
successor having the characteristics set forth in Section 8.02 hereof and which shall succeed to all
rights and assume all of the responsibilities, duties and liabilities of the Company under this
Agreement prior to the termination of Company's responsibilities, duties and liabilities under this
Agreement. In connection with such appointment and assumption, the Purchaser may make such arrangements
for the compensation of such successor out of payments on Mortgage Loans as the Purchaser and such
successor shall agree. In the event that the Company's duties, responsibilities and liabilities under
this Agreement should be terminated pursuant to the aforementioned Sections, the Company shall discharge
such duties and responsibilities during the period from the date it acquires knowledge of such
termination until the effective date thereof with the same degree of diligence and prudence which it is
obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or
prejudice the rights or financial condition of its successor. The resignation or removal of Company
pursuant to the aforementioned Sections shall not become effective until a successor shall be appointed
pursuant to this Section and shall in no event relieve the Company of the representations and warranties
made pursuant to Sections 3.01, 3.02 and 3.03 and the remedies available to the Purchaser thereunder and
under Section 8.01, it being understood and agreed that the provisions of such Sections 3.01, 3.02, 3.03
and 8.01 shall be applicable to the Company notwithstanding any such resignation or termination of the
Company, or the termination of this Agreement.
Any successor appointed as provided herein shall execute, acknowledge and deliver to the
Company and to the Purchaser an instrument accepting such appointment, whereupon such successor shall
become fully vested with all the rights, powers, duties, responsibilities, obligations and liabilities
of the Company, with like effect as if originally named as a party to this Agreement. Any termination
or resignation of the Company or this Agreement pursuant to Section 4.13, 8.04, 9.01 or 10.01 shall not
affect any claims that the Purchaser may have against the Company arising prior to any such termination
or resignation.
The Company shall promptly deliver to the successor the funds in the Custodial Account and the
Escrow Account and the Mortgage Files and related documents and statements held by it hereunder and the
Company shall account for all funds. The Company shall execute and deliver such instruments and do such
other things all as may reasonably be required to more fully and definitely vest and confirm in the
successor all such rights, powers, duties, responsibilities, obligations and liabilities of the
Company. The successor shall make arrangements as it may deem appropriate to reimburse the Company for
unrecovered Servicing Advances which the successor retains hereunder and which would otherwise have been
recovered by the Company pursuant to this Agreement but for the appointment of the successor servicer.
Upon a successor's acceptance of appointment as such, the Company shall notify by mail the
Purchaser of such appointment.
Section 11.02 Amendment.
This Agreement may be amended from time to time by the Company and the Purchaser by written
agreement signed by the Company and the Purchaser.
Section 11.03 Recordation of Agreement.
To the extent permitted by applicable law, this Agreement is subject to recordation in all
appropriate public offices for real property records in all the counties or other comparable
jurisdictions in which any of the properties subject to the Mortgages are situated, and in any other
appropriate public recording office or elsewhere, such recordation to be effected by the Company at the
Company's expense on direction of the Purchaser accompanied by an opinion of counsel to the effect that
such recordation materially and beneficially affects the interest of the Purchaser or is necessary for
the administration or servicing of the Mortgage Loans.
Section 11.04 Governing Law.
This Agreement and the related Term Sheet shall be governed by and construed in accordance with
the laws of the State of New York except to the extent preempted by Federal law. The obligations,
rights and remedies of the parties hereunder shall be determined in accordance with such laws.
Section 11.05 Notices.
Any demands, notices or other communications permitted or required hereunder shall be in
writing and shall be deemed conclusively to have been given if personally delivered at or mailed by
registered mail, postage prepaid, and return receipt requested or certified mail, return receipt
requested, or transmitted by telex, telegraph or telecopier and confirmed by a similar mailed writing,
as follows:
(i) if to the Company:
Michael T. Stilb / Senior Vice President
2929 Walden Avenue
Depew, New York14043
(ii) if to the Purchaser:
EMC Mortgage Corporation
Mac Arthur Ridge II,
909 Hidden Ridge Drive, Suite 200
Irving, Texas75038
Attention: Ralene Ruyle
Telecopier No.: (972) 444-2810
With a copy to:
Bear Stearns Mortgage Capital Corporation
383 Madison Avenue
New York, New York10179
Attention: Mary Haggerty
Telecopier No.: (212) 272-5591
or such other address as may hereafter be furnished to the other party by like notice. Any such demand,
notice or communication hereunder shall be deemed to have been received on the date delivered to or
received at the premises of the addressee (as evidenced, in the case of registered or certified mail, by
the date noted on the return receipt).
Section 11.06 Severability of Provisions.
Any part, provision, representation or warranty of this Agreement and the related Term Sheet
which is prohibited or which is held to be void or unenforceable shall be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining provisions hereof. Any part,
provision, representation or warranty of this Agreement which is prohibited or unenforceable or is held
to be void or unenforceable in any jurisdiction shall be ineffective, as to such jurisdiction, to the
extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and
any such prohibition or unenforceability in any jurisdiction as to any Mortgage Loan shall not
invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by
applicable law, the parties hereto waive any provision of law that prohibits or renders void or
unenforceable any provision hereof. If the invalidity of any part, provision, representation or
warranty of this Agreement shall deprive any party of the economic benefit intended to be conferred by
this Agreement, the parties shall negotiate, in good faith, to develop a structure the economic effect
of which is nearly as possible the same as the economic effect of this Agreement without regard to such
invalidity.
Section 11.07 Exhibits.
The exhibits to this Agreement are hereby incorporated and made a part hereof and are an
integral part of this Agreement.
Section 11.08 General Interpretive Principles.
For purposes of this Agreement, except as otherwise expressly provided or unless the context
otherwise requires:
(i) the terms defined in this Agreement have the meanings assigned to them in this
Agreement and include the plural as well as the singular, and the use of any gender herein shall be
deemed to include the other gender;
(ii) accounting terms not otherwise defined herein have the meanings assigned to them in
accordance with generally accepted accounting principles;
(iii) references herein to "Articles", "Sections", Subsections", "Paragraphs", and other
subdivisions without reference to a document are to designated Articles, Sections, Subsections,
Paragraphs and other subdivisions of this Agreement;
(iv) a reference to a Subsection without further reference to a Section is a reference to
such Subsection as contained in the same Section in which the reference appears, and this rule shall
also apply to Paragraphs and other subdivisions;
(v) the words "herein", "hereof ", "hereunder" and other words of similar import
refer to this Agreement as a whole and not to any particular provision;
(vi) the term "include" or "including" shall mean without limitation by reason of
enumeration; and
(viii) headings of the Articles and Sections in this Agreement are for reference purposes
only and shall not be deemed to have any substantive effect.
Section 11.09 Reproduction of Documents.
This Agreement and all documents relating thereto, including, without limitation, (i) consents,
waivers and modifications which may hereafter be executed, (ii) documents received by any party at the
closing, and (iii) financial statements, certificates and other information previously or hereafter
furnished, may be reproduced by any photographic, photostatic, microfilm, micro-card, miniature
photographic or other similar process. The parties agree that any such reproduction shall be admissible
in evidence as the original itself in any judicial or administrative proceeding, whether or not the
original is in existence and whether or not such reproduction was made by a party in the regular course
of business, and that any enlargement, facsimile or further reproduction of such reproduction shall
likewise be admissible in evidence.
Section 11.10 Confidentiality of Information.
Each party recognizes that, in connection with this Agreement, it may become privy to
non-public information regarding the financial condition, operations and prospects of the other party.
Each party agrees to keep all non-public information regarding the other party strictly confidential,
and to use all such information solely in order to effectuate the purpose of the Agreement, provided
that each party may provide confidential information to its employees, agents and affiliates who have a
need to know such information in order to effectuate the transaction, provided further that such
information is identified as confidential non-public information. In addition, confidential information
may be provided to a regulatory authority with supervisory power over Purchaser, provided such
information is identified as confidential non-public information.
The Company agrees that the Company (i) shall comply with any applicable laws and regulations
regarding the privacy and security of Consumer Information including, but not limited to the
Gramm-Leach-Bliley Act, Title V, Subtitle A, 15 U.S.C. § 6801 et seq., (ii) shall not use Consumer
Information in any manner inconsistent with any applicable laws and regulations regarding the privacy
and security of Consumer Information, (iii) shall not disclose Consumer Information to third parties
except at the specific written direction of the Purchaser, (iv) shall maintain adequate physical,
technical and administrative safeguards to protect Consumer Information from unauthorized access as
provided by the applicable laws and regulations, and (v) shall immediately notify the Purchaser of any
actual or suspected breach of the confidentiality of Consumer Information that would have a material and
adverse effect on the Purchaser.
The Company agrees that the Company shall indemnify, defend and hold the Purchaser harmless
from and against any loss, claim or liability the Purchaser may suffer by reason of the Company's
failure to perform the obligations set forth in this Section 11.10.
Section 11.11 Recordation of Assignments of Mortgage.
To the extent permitted by applicable law, each of the Assignments is subject to recordation in
all appropriate public offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the Mortgaged Properties are situated, and in any other appropriate
public recording office or elsewhere, such recordation to be effected by and at the Company's expense in
the event recordation is either necessary under applicable law or requested by the Purchaser at its sole
option.
Section 11.12 Assignment.
The Purchaser shall have the right, without the consent of the Company, to assign, in whole or in
part, its interest under this Agreement with respect to some or all of the Mortgage Loans, and
designate any person to exercise any rights of the Purchaser hereunder, by executing an Assignment
and Assumption Agreement substantially in the form of Exhibit D hereto and the assignee or designee
shall accede to the rights and obligations hereunder of the Purchaser with respect to such Mortgage
Loans. In no event shall Purchaser sell a partial interest in any Mortgage Loan without the
written consent of Company, which consent shall not be unreasonably denied. All references to the
Purchaser in this Agreement shall be deemed to include its assignee or designee. The Company shall
have the right, only with the consent of the Purchaser or otherwise in accordance with this
Agreement, to assign, in whole or in part, its interest under this Agreement with respect to some
or all of the Mortgage Loans.
Section 11.13 No Partnership.
Nothing herein contained shall be deemed or construed to create a co-partnership or joint
venture between the parties hereto and the services of the Company shall be rendered as an independent
contractor and not as agent for Purchaser.
Section 11.14 Signature Pages/Counterparts; Successors and Assigns.
This Agreement and/or any Term Sheet shall be executed by each party (i) in one or more fully
executed copies, each of which shall constitute a fully executed original Agreement, and/or (ii) in
counterparts having one or more original signatures, and all such counterparts containing the original
signatures of all of the parties hereto taken together shall constitute a fully executed original
Agreement or Term Sheet, as applicable, and/or (iii) by delivery of one or more original signed
signature pages to the other parties hereto (x) by mail or courier, and/or (y) by electronic
transmission, including without limitation by telecopier, facsimile or email of a scanned image
("Electronic Transmission"), each of which as received shall constitute for all purposes an executed
original signature page of such party. The Purchaser may deliver a copy of this Agreement and/or any
Term Sheet, fully executed as provided herein, to each other party hereto by mail and/or courier and/or
Electronic Transmission, and such copy as so delivered shall constitute a fully executed original
Agreement or Term Sheet, as applicable, superseding any prior form of the Agreement or Term Sheet, as
applicable, that differs therefrom in any respect. This Agreement shall inure to the benefit of and be
binding upon the Company and the Purchaser and their respective successor and assigns.
Section 11.15 Entire Agreement.The Company acknowledges that no representations, agreements or promises were made to the
Company by the Purchaser or any of its employees other than those representations, agreements or
promises specifically contained herein and in the Confirmation. The Confirmation and this Agreement and
the related Term Sheet sets forth the entire understanding between the parties hereto; provided,
however, only this Agreement and the related Term Sheet shall be binding upon all successors of both
parties. In the event of any inconsistency between the Confirmation and this Agreement, this Agreement
and the related Term Sheet shall control.
Section 11.16. No Solicitation.
From and after the Closing Date, the Company agrees that it will not take any action or permit
or cause any action to be taken by any of its agents or affiliates, to personally, by telephone or mail,
solicit the borrower or obligor under any Mortgage Loan to refinance the Mortgage Loan, in whole or in
part, without the prior written consent of the Purchaser. Notwithstanding the foregoing, it is
understood and agreed that (i) promotions undertaken by the Company or any affiliate of the Company
which are directed to the general public at large, or segments thereof, provided that no segment shall
consist primarily of the Mortgage Loans, including, without limitation, mass mailing based on
commercially acquired mailing lists, newspaper, radio and television advertisements and (ii) responses
to unsolicited requests or inquiries made by a Mortgagor or an agent of a Mortgagor, shall not
constitute solicitation under this Section 11.16. This Section 11.16 shall not be deemed to preclude
the Company or any of its affiliates from soliciting any Mortgagor for any other financial products or
services. The Company shall use its best efforts to prevent the sale of the name of any Mortgagor to
any Person who is not affiliate of the Company.
Section 11.17. Closing.
The closing for the purchase and sale of the Mortgage Loans shall take place on the related
Closing Date. The closing shall be either: by telephone, confirmed by letter or wire as the parties
shall agree, or conducted in person, at such place as the parties shall agree.
The closing for the Mortgage Loans to be purchased on the related Closing Date shall be subject
to each of the following conditions:
(a) at least one (1) Business Day prior to the related Closing Date, the Company shall
deliver to the Purchaser a magnetic diskette, or transmit by modem, a listing on a loan-level basis of
the information contained in the related Mortgage Loan Schedule attached to the related Term Sheet;
(b) all of the representations and warranties of the Company under this Agreement shall be
materially true and correct as of the related Closing Date and no event shall have occurred which, with
notice or the passage of time, would constitute a material default under this Agreement;
(c) the Purchaser shall have received, or the Purchaser's attorneys shall have received in
escrow, all documents required pursuant to this Agreement, the related Term Sheet, an opinion of counsel
and an officer's certificate, all in such forms as are agreed upon and acceptable to the Purchaser, duly
executed by all signatories other than the Purchaser as required pursuant to the terms hereof;
(d) the Company shall have delivered and released to the Purchaser (or its designee) on or
prior to the related Closing Date all documents required pursuant to the terms of this Agreement and the
related Term Sheet; and
(e) all other terms and conditions of this Agreement, the related Term Sheet and the
Confirmation shall have been materially complied with.
Subject to the foregoing conditions, the Purchaser shall pay to the Company on the related
Closing Date the Purchase Price, plus accrued interest pursuant to Section 2.02 of this Agreement, by
wire transfer of immediately available funds to the account designated by the Company.
Section 11.18. Cooperation of Company with a Reconstitution.
The Company and the Purchaser agree that with respect to some or all of the Mortgage Loans, on
or after the related Closing Date, on one or more dates (each a "Reconstitution Date") at the
Purchaser's sole option, the Purchaser may effect a sale (each, a "Reconstitution") of some or all of
the Mortgage Loans then subject to this Agreement, without recourse, to:
(a) one or more third party purchasers in one or more in whole loan transfers (each, a
"Whole Loan Transfer"); or
(b) one or more trusts or other entities to be formed as part of one or more pass-through
transfers (each, a "Pass-Through Transfer").
The Company agrees to execute in connection with any agreements among the Purchaser, the
Company, and any servicer in connection with a Whole Loan Transfer, an Assignment, Assumption and
Recognition Agreement substantially in the form of Exhibit D hereto, or, at Purchaser's request, a
seller's warranties and servicing agreement or a participation and servicing agreement or similar
agreement in form and substance reasonably acceptable to the parties, and in connection with a
Pass-Through Transfer, a pooling and servicing agreement in form and substance reasonably acceptable to
the parties, (collectively the agreements referred to herein are designated, the "ReconstitutionAgreements"). It is understood that any such Reconstitution Agreements will not contain any greater
obligations on the part of Company than are contained in this Agreement. Notwithstanding anything to
the contrary in this Section 11.18, the Company agrees that it is required to perform the obligations
described in Exhibit K hereto.
With respect to each Whole Loan Transfer and each Pass-Through Transfer entered into by the
Purchaser, the Company agrees (1) to cooperate fully with the Purchaser and any prospective purchaser
with respect to all reasonable requests and due diligence procedures; (2) to execute, deliver and
perform all Reconstitution Agreements required by the Purchaser; (3) to restate the representations and
warranties set forth in this Agreement as of the settlement or closing date in connection with such
Reconstitution (each, a "Reconstitution Date"). In that connection, the Company shall provide to such
servicer or issuer, as the case may be, and any other participants in such Reconstitution: (i) any and
all information (including servicing portfolio information) and appropriate verification of information
(including servicing portfolio information) which may be reasonably available to the Company, whether
through letters of its auditors and counsel or otherwise, as the Purchaser or any such other participant
shall request upon reasonable demand; and (ii) such additional representations, warranties, covenants,
opinions of counsel, letters from auditors, and certificates of public officials or officers of the
Company as are reasonably agreed upon by the Company and the Purchaser or any such other participant.
In connection with each Pass-Through Transfer, the Company agrees to provide reasonable and customary
indemnification to the Purchaser and its affilates for disclosure contained in any offering document
relating to the Company or its affilates, the Mortgage Loans and the underwriting standards of the
Mortgage Loans. The Purchaser shall be responsible for the costs relating to the delivery of such
information.
All Mortgage Loans not sold or transferred pursuant to a Reconstitution shall remain subject
to, and serviced in accordance with the terms of, this Agreement and the related Term Sheet, and with
respect thereto this Agreement and the related Term Sheet shall remain in full force and effect.
IN WITNESS WHEREOF, the Company and the Purchaser have caused their names to be signed hereto
by their respective officers thereunto duly authorized as of the day and year first above written.
EMC MORTGAGE CORPORATION
Purchaser
By:________________________
Name:
Title:
HSBC MORTGAGE CORPORATION (USA)
Company
By: _______________________
Name:
Title:
EXHIBIT A
CONTENTS OF MORTGAGE FILE
With respect to each Mortgage Loan, the Mortgage File shall include each of the following
items, which shall be available for inspection by the Purchaser, and which shall be retained by the
Company in the Servicing File or delivered to the Purchaser or its designee pursuant to Sections 2.04
and 2.05 of the Purchase, Warranties and Servicing Agreement.
1. The original Mortgage Note endorsed "Pay to the order of
____________________________________________________, without recourse," and signed via original
signature in the name of the Company by an authorized officer, with all intervening endorsements showing
a complete chain of title from the originator to the Company, together with any applicable riders. In
no event may an endorsement be a facsimile endorsement. If the Mortgage Loan was acquired by the
Company in a merger, the endorsement must be by "[Company], successor by merger to the [name of
predecessor]". If the Mortgage Loan was acquired or originated by the Company while doing business
under another name, the endorsement must be by "[Company] formerly known as [previous name]". Mortgage
Notes may be in the form of a lost note affidavit subject to Purchaser acceptability.
2. Except as provided below and for each Mortgage Loan that is not a MERS Mortgage Loan,
the original Mortgage (together with a standard adjustable rate mortgage rider) with evidence of
recording thereon, or a copy thereof certified by the public recording office in which such mortgage has
been recorded or, if the original Mortgage has not been returned from the applicable public recording
office, a true certified copy, certified by the Company. With respect to each MERS Mortgage Loan, the
original Mortgage, noting the presence of the MIN of the Mortgage Loans and either language indicating
that the Mortgage Loan is a MOM Loan or if the Mortgage Loan was not a MOM Loan at origination, the
original Mortgage and the assignment thereof to MERS, with evidence of recording indicated thereon, or a
copy of the Mortgage certified by the public recording office in which such Mortgage has been recorded.
3. The original or certified copy, certified by the Company, of the Primary Mortgage
Insurance Policy, if required.
4. In the case of each Mortgage Loan that is not a MERS Mortgage Loan, the original
Assignment, from the Company to _____________________________________, or in accordance with Purchaser's
instructions, which assignment shall, but for any blanks requested by Purchaser, be in form and
substance acceptable for recording. If the Mortgage Loan was acquired or originated by the Company
while doing business under another name, the Assignment must be by "[Company] formerly known as
[previous name]". If the Mortgage Loan was acquired by the Company in a merger, the endorsement must be
by "[Company], successor by merger to the [name of predecessor]". None of the Assignments are blanket
assignments of mortgage.
5. The original policy of title insurance, including riders and endorsements thereto, or
if the policy has not yet been issued, a written commitment or interim binder or preliminary report of
title issued by the title insurance or escrow company.
6. In the case of each Mortgage Loan that is not a MERS Mortgage Loan, originals of all
recorded intervening Assignments, or copies thereof, certified by the public recording office in which
such Assignments have been recorded showing a complete chain of title from the originator to the
Company, with evidence of recording thereon, or a copy thereof certified by the public recording office
in which such Assignment has been recorded or, if the original Assignment has not been returned from the
applicable public recording office, a true certified copy, certified by the Company.
7. Originals, or copies thereof certified by the public recording office in which such
documents have been recorded, of each assumption, extension, modification, written assurance or
substitution agreements, if applicable, or if the original of such document has not been returned from
the applicable public recording office, a true certified copy, certified by the Company.
8. If the Mortgage Note or Mortgage or any other material document or instrument relating
to the Mortgage Loan has been signed by a person on behalf of the Mortgagor, the original or copy of
power of attorney or other instrument that authorized and empowered such person to sign bearing evidence
that such instrument has been recorded, if so required in the appropriate jurisdiction where the
Mortgaged Property is located, or a copy thereof certified by the public recording office in which such
instrument has been recorded or, if the original instrument has not been returned from the applicable
public recording office, a true certified copy, certified by the Company.
9. reserved.
10. Mortgage Loan closing statement (Form HUD-1) and any other truth-in-lending or real
estate settlement procedure forms required by law.
11. Residential loan application.
12. Uniform underwriter and transmittal summary (Fannie Mae Form 1008) or reasonable
equivalent.
13. Credit report on the mortgagor.
14. Business credit report, if applicable.
15. Residential appraisal report and attachments thereto.
16. The original of any guarantee executed in connection with the Mortgage Note.
17. Verification of employment and income except for Mortgage Loans originated under a
limited documentation program, all in accordance with Company's underwriting guidelines.
18. Verification of acceptable evidence of source and amount of down payment, in
accordance with Company's underwriting guidelines.
19. Photograph of the Mortgaged Property (may be part of appraisal).
20. Survey of the Mortgaged Property, if any.
21. Sales contract, if applicable.
22. If available, termite report, structural engineer's report, water portability and
septic certification.
23. Any original security agreement, chattel mortgage or equivalent executed in connection
with the Mortgage.
24. Name affidavit, if applicable.
Notwithstanding anything to the contrary herein, Company may provide one certificate for all of
the Mortgage Loans indicating that the documents were delivered for recording.
(B) With respect to each Co-op Loan, as applicable and as required by the applicable laws
of the state in which the related Cooperative apartment is located, copies of: (A) the proprietary
lease, (B) the security agreement, (C) the assignment of the proprietary lease, with all intervening
assignments showing a complete chain of title and an assignment thereof by such Seller, (D) the original
stock certificate evidencing the ownership of the Cooperative apartment endorsed or accompanied by a
stock power relating to such stock certificate executed in blank, (E) a recognition agreement in form
approved by Seller's underwriting guidelines, in substantially the same form as the standard "AZTECH"
form, (F) copies of the financing statement filed by the applicable Company as secured party and, if
applicable, a filed UCC-3 assignment of the subject security interest showing a complete chain of title,
together with an executed UCC-3 Assignment of such security interest by the Company in a form sufficient
for filing, and (G) such other documents as are necessary for the perfection of a lien against the
related Co-op Loan ownership interests under applicable law.
EXHIBIT B
CUSTODIAL ACCOUNT LETTER AGREEMENT
______________, 2002
To: [_______________________]
(the "Depository")
As "Company" under the Purchase, Warranties and Servicing Agreement, dated as of May 1, 2001
Adjustable Rate Mortgage Loans (the "Agreement"), we hereby authorize and request you to establish an
account, as a Custodial Account pursuant to Section 4.04 of the Agreement, to be designated as
"[______________________________________], in trust for the [Purchaser], Owner of Adjustable Rate
Mortgage Loans". All deposits in the account shall be subject to withdrawal therefrom by order signed
by the Company. This letter is submitted to you in duplicate. Please execute and return one original
to us.
[__________________________]
By:____________________________
Name:__________________________
Title:_________________________
The undersigned, as "Depository", hereby certifies that the above described account has been
established under Account Number [__________], at the office of the depository indicated above, and
agrees to honor withdrawals on such account as provided above. The full amount deposited at any time in
the account will be insured up to applicable limits by the Federal Deposit Insurance Corporation through
the Bank Insurance Fund or the Savings Association Insurance Fund or will be invested in Permitted
Investments as defined in the Agreement.
HSBC MORTGAGE CORPORATION (USA)
By:____________________________
Name:__________________________
Title:_________________________
EXHIBIT C
ESCROW ACCOUNT LETTER AGREEMENT
_____________, 2002
To: [_______________________]
(the "Depository")
As "Company" under the Purchase Warranties and Servicing Agreement, dated as of May 1, 2001
Adjustable Rate Mortgage Loans (the "Agreement"), we hereby authorize and request you to establish an
account, as an Escrow Account pursuant to Section 4.06 of the Agreement, to be designated as
"[__________________________], in trust for the [Purchaser], Owner of Adjustable Rate Mortgage Loans,
and various Mortgagors." All deposits in the account shall be subject to withdrawal therefrom by order
signed by the Company. This letter is submitted to you in duplicate. Please execute and return one
original to us.
HSBC MORTGAGE CORPORATION (USA)
By:____________________________
Name:__________________________
Title:_________________________
The undersigned, as "Depository", hereby certifies that the above described account has been
established under Account Number __________, at the office of the depository indicated above, and agrees
to honor withdrawals on such account as provided above. The full amount deposited at any time in the
account will be insured up to applicable limits by the Federal Deposit Insurance Corporation through the
Bank Insurance Fund or the Savings Association Insurance Fund or will be invested in Permitted
Investments as defined in the Agreement.
[______________________]
By:______________________________
Name:____________________________
Title:___________________________
EXHIBIT D
FORM OF ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
This is a Purchase, Assignment, Assumption and Recognition Agreement (this "PAAR Agreement")
made as of __________, 200__, among EMC Mortgage Corporation (the "Assignor"), ___________________ (the
"Assignee"), and HSBC Mortgage Corporation (USA) (the "Company").
In consideration of the mutual promises contained herein the parties hereto agree that the
residential mortgage loans (the "Assigned Loans") listed on Attachment 1 annexed hereto (the "AssignedLoan Schedule") now serviced by Company for Assignor and its successors and assigns pursuant to the
Purchase, Warranties and Servicing Agreement, dated as of May 1, 2002, between Assignor and Company (the
"Purchase Agreement") shall be subject to the terms of this PAAR Agreement. Capitalized terms used
herein but not defined shall have the meanings ascribed to them in the Purchase Agreement.
Purchase, Assignment and Assumption
1. Assignor hereby grants, transfers and assigns to Assignee all of the right, title and
interest of Assignor in the Assigned Loans and, as they relate to the Assigned Loans, all of its right,
title and interest in, to and under the Purchase Agreement.
2. Simultaneously with the execution hereof, (i) Assignee shall pay to Assignor the
"Funding Amount" as set forth in that certain letter agreement, dated as of _________ ____, between
Assignee and Assignor (the "Confirmation") and (ii) Assignor, at its expense, shall have caused to be
delivered to Assignee or its designee the Mortgage File for each Assigned Loan in Assignor's or its
custodian's possession, as set forth in the Purchase Agreement, along with, for each Assigned Loan, an
endorsement of the Mortgage Note from the applicable Company, in blank, and an assignment of mortgage in
recordable form from the applicable Company, in blank. Assignee shall pay the Funding Amount by wire
transfer of immediately available funds to the account specified by Assignor. Assignee shall be
entitled to all scheduled payments due on the Assigned Loans after ___________, 200__ and all
unscheduled payments or other proceeds or other recoveries on the Assigned Loans received on and after
_____________, 200__.
Representations, Warranties and Covenants
3. Assignor warrants and represents to Assignee and Company as of the date hereof:
(a) Attached hereto as Attachment 2 is a true and accurate copy of the Purchase Agreement,
which agreement is in full force and effect as of the date hereof and the provisions of which have not
been waived, amended or modified in any respect, nor has any notice of termination been given thereunder;
(b) Assignor is the lawful owner of the Assigned Loans with full right to transfer the
Assigned Loans and any and all of its interests, rights and obligations under the Purchase Agreement as
they relate to the Assigned Loans, free and clear from any and all claims and encumbrances; and upon the
transfer of the Assigned Loans to Assignee as contemplated herein, Assignee shall have good title to
each and every Assigned Loan, as well as any and all of Assignee's interests, rights and obligations
under the Purchase Agreement as they relate to the Assigned Loans, free and clear of any and all liens,
claims and encumbrances;
(c) There are no offsets, counterclaims or other defenses available to Company with
respect to the Assigned Loans or the Purchase Agreement;
(d) Assignor has no knowledge of, and has not received notice of, any waivers under, or any
modification of, any Assigned Loan;
(e) Assignor is duly organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation, and has all requisite power and authority to acquire, own and sell
the Assigned Loans;
(f) Assignor has full corporate power and authority to execute, deliver and perform its
obligations under this PAAR Agreement, and to consummate the transactions set forth herein. The
consummation of the transactions contemplated by this PAAR Agreement is in the ordinary course of
Assignor's business and will not conflict with, or result in a breach of, any of the terms, conditions
or provisions of Assignor's charter or by-laws or any legal restriction, or any material agreement or
instrument to which Assignor is now a party or by which it is bound, or result in the violation of any
law, rule, regulation, order, judgment or decree to which Assignor or its property is subject. The
execution, delivery and performance by Assignor of this PAAR Agreement and the consummation by it of the
transactions contemplated hereby, have been duly authorized by all necessary corporate action on part of
Assignor. This PAAR Agreement has been duly executed and delivered by Assignor and, upon the due
authorization, execution and delivery by Assignee and Company, will constitute the valid and legally
binding obligation of Assignor enforceable against Assignor in accordance with its terms except as
enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar
laws now or hereafter in effect relating to creditors' rights generally, and by general principles of
equity regardless of whether enforceability is considered in a proceeding in equity or at law;
(g) No consent, approval, order or authorization of, or declaration, filing or
registration with, any governmental entity is required to be obtained or made by Assignor in connection
with the execution, delivery or performance by Assignor of this PAAR Agreement, or the consummation by
it of the transactions contemplated hereby; and
(h) Neither Assignor nor anyone acting on its behalf has offered, transferred, pledged,
sold or otherwise disposed of the Assigned Loans or any interest in the Assigned Loans, or solicited any
offer to buy or accept a transfer, pledge or other disposition of the Assigned Loans, or any interest in
the Assigned Loans or otherwise approached or negotiated with respect to the Assigned Loans, or any
interest in the Assigned Loans with any Person in any manner, or made any general solicitation by means
of general advertising or in any other manner, or taken any other action which would constitute a
distribution of the Assigned Loans under the Securities Act of 1933, as amended (the "1933 Act") or
which would render the disposition of the Assigned Loans a violation of Section 5 of the 1933 Act or
require registration pursuant thereto.
4. Assignee warrants and represents to, and covenants with, Assignor and Company
as of the date hereof:
(a) Assignee is duly organized, validly existing and in good standing under the laws of
the jurisdiction of its organization and has all requisite power and authority to acquire, own and
purchase the Assigned Loans;
(b) Assignee has full corporate power and authority to execute, deliver and perform its
obligations under this PAAR Agreement, and to consummate the transactions set forth herein. The
consummation of the transactions contemplated by this PAAR Agreement is in the ordinary course of
Assignee's business and will not conflict with, or result in a breach of, any of the terms, conditions
or provisions of Assignee's charter or by-laws or any legal restriction, or any material agreement or
instrument to which Assignee is now a party or by which it is bound, or result in the violation of any
law, rule, regulation, order, judgment or decree to which Assignee or its property is subject. The
execution, delivery and performance by Assignee of this PAAR Agreement and the consummation by it of the
transactions contemplated hereby, have been duly authorized by all necessary corporate action on part of
Assignee. This PAAR Agreement has been duly executed and delivered by Assignee and, upon the due
authorization, execution and delivery by Assignor and Company, will constitute the valid and legally
binding obligation of Assignee enforceable against Assignee in accordance with its terms except as
enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar
laws now or hereafter in effect relating to creditors' rights generally, and by general principles of
equity regardless of whether enforceability is considered in a proceeding in equity or at law;
(c) No consent, approval, order or authorization of, or declaration, filing or registration
with, any governmental entity is required to be obtained or made by Assignee in connection with the
execution, delivery or performance by Assignee of this PAAR Agreement, or the consummation by it of the
transactions contemplated hereby; and
(d) Assignee agrees to be bound as "Purchaser" by all of the terms, covenants and
conditions of the Purchase Agreement with respect to the Assigned Loans, and from and after the date
hereof, Assignee assumes for the benefit of each of Assignor and Company all of Assignor's obligations
as "Purchaser" thereunder but solely with respect to such Assigned Loans.
5. Company warrants and represents to, and covenant with, Assignor and Assignee
as of the date hereof:
(a) Attached hereto as Attachment 2 is a true and accurate copy of the Purchase
Agreement, which agreement is in full force and effect as of the date hereof and the provisions of which
have not been waived, amended or modified in any respect, nor has any notice of termination been given
thereunder;
(b) Company is duly organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation, and has all requisite power and authority to service the Assigned
Loans and otherwise to perform its obligations under the Purchase Agreement;
(c) Company has full corporate power and authority to execute, deliver and perform its
obligations under this PAAR Agreement, and to consummate the transactions set forth
herein. The consummation of the transactions contemplated by this PAAR Agreement is in
the ordinary course of Company's business and will not conflict with, or result in a
breach of, any of the terms, conditions or provisions of Company's charter or by-laws
or any legal restriction, or any material agreement or instrument to which Company is
now a party or by which it is bound, or result in the violation of any law, rule,
regulation, order, judgment or decree to which Company or its property is subject. The
execution, delivery and performance by Company of this PAAR Agreement and the
consummation by it of the transactions contemplated hereby, have been duly authorized
by all necessary corporate action on part of Company. This PAAR Agreement has been duly
executed and delivered by Company, and, upon the due authorization, execution and
delivery by Assignor and Assignee, will constitute the valid and legally binding
obligation of Company, enforceable against Company in accordance with its terms except
as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium
or other similar laws now or hereafter in effect relating to creditors' rights
generally, and by general principles of equity regardless of whether enforceability is
considered in a proceeding in equity or at law;
(d) No consent, approval, order or authorization of, or declaration, filing or registration
with, any governmental entity is required to be obtained or made by Assignee in
connection with the execution, delivery or performance by Company of this PAAR
Agreement, or the consummation by it of the transactions contemplated hereby; and
(e) No event has occurred from the Closing Date to the date hereof which would render the
representations and warranties as to the related Assigned Loans made by the Company in
Sections 3.01 and 3.02 of the Purchase Agreement to be untrue in any material respect.
Recognition of Assignee
6. From and after the date hereof, Company shall recognize Assignee as owner of the
Assigned Loans and will service the Assigned Loans in accordance with the Purchase Agreement. It is the
intention of Assignor, Company and Assignee that this PAAR Agreement shall be binding upon and for the
benefit of the respective successors and assigns of the parties hereto. Neither Company nor Assignor
shall amend or agree to amend, modify, waiver, or otherwise alter any of the terms or provisions of the
Purchase Agreement which amendment, modification, waiver or other alteration would in any way affect the
Assigned Loans without the prior written consent of Assignee.
Miscellaneous
7. All demands, notices and communications related to the Assigned Loans, the
Purchase Agreement and this PAAR Agreement shall be in writing and shall be deemed to have been duly
given if personally delivered at or mailed by registered mail, postage prepaid, as follows:
(a) In the case of Company:
HSBC MORTGAGE CORPORATION (USA)
Lori Miller / Senior Vice President
2929 Walden Avenue
Depew, New York14043
With a copy to:
(b) In the case of Assignor:
[Name and address]
(c) In the case of Assignee:
EMC Mortgage Corporation
Mac Arthur Ridge II
909 Hidden Ridge Drive, Suite 200
Irving, Texas75038
Attention: Ralene Ruyle
Telecopier No.: (972) 444-2810
with a copy to:
Bear Stearns Mortgage Capital Corporation
383 Madison Avenue
New York, New York10179
Attention: ___________
Telecopier No.: (212) 272-____
8. Each party will pay any commissions it has incurred and the fees of its attorneys in connection
with the negotiations for, documenting of and closing of the transactions contemplated by this PAAR
Agreement.
9. This PAAR Agreement shall be construed in accordance with the laws of the State of New
York, without regard to conflicts of law principles, and the obligations, rights and remedies of the
parties hereunder shall be determined in accordance with such laws.
10. No term or provision of this PAAR Agreement may be waived or modified unless such
waiver or modification is in writing and signed by the party against whom such waiver or modification is
sought to be enforced.
11. This PAAR Agreement shall inure to the benefit of the successors and assigns of the
parties hereto. Any entity into which Assignor, Assignee or Company may be merged or consolidated
shall, without the requirement for any further writing, be deemed Assignor, Assignee or Company,
respectively, hereunder.
12. This PAAR Agreement shall survive the conveyance of the Assigned Loans, the assignment
of the Purchase Agreement to the extent of the Assigned Loans by Assignor to Assignee and the
termination of the Purchase Agreement.
13. This PAAR Agreement may be executed simultaneously in any number of counterparts. Each
counterpart shall be deemed to be an original and all such counterparts shall constitute one and the
same instrument.
14. In the event that any provision of this PAAR Agreement conflicts with any provision of
the Purchase Agreement with respect to the Assigned Loans, the terms of this PAAR Agreement shall
control. In the event that any provision of this PAAR Agreement conflicts with any provision of the
Confirmation with respect to the Assigned Loans, the terms of this PAAR Agreement shall control.
[Modification of Purchase Agreement
15. The Company and Assignor hereby amend the Purchase Agreement as follows:
(a) The following definitions are added to Section 1.01 of the Purchase Agreement:
Securities Administrator: ________________________
Supplemental PMI Insurer: ________________________
Supplemental PMI Policy: The primary guarantee insurance policy of the Supplemental PMI
Insurer attached hereto as Exhibit J, or any successor Supplemental PMI Policy given to the
Servicer by the Assignee.
Trustee: ________________________
(b) The following definition is amended and restated:
Insurance Proceeds: Proceeds of any Primary Mortgage Insurance Policy, the Supplemental
PMI Policy, any title policy, any hazard insurance policy or any other insurance policy
covering a Mortgage Loan or other related Mortgaged Property, including any amounts required to
be deposited in the Custodial Account pursuant to Section 4.04, to the extent such proceeds are
not to be applied to the restoration of the related Mortgaged Property or released to the
Mortgagor in accordance with Accepted Servicing Practices.
(c) The following are added as the fourth, fifth and sixth paragraphs of Section 4.08:
"In connection with its activities as servicer, the Company agrees to prepare and present, on
behalf of itself and the Purchaser, claims to the Supplemental PMI Insurer with respect to the
Supplemental PMI Policy and, in this regard, to take such action as shall be necessary to permit
recovery under any Supplemental PMI Policy respecting a defaulted Mortgage Loan. Pursuant to Section
4.04, any amounts collected by the Company under any Supplemental PMI Policy shall be deposited in the
Custodial Account, subject to withdrawal pursuant to Section 4.05.
In accordance with the Supplemental PMI Policy, the Company shall provide to the Supplemental
PMI Insurer any required information regarding the Mortgage Loans.
The Company shall provide to the [Securities Administrator] on a monthly basis via computer
tape, or other mutually acceptable format, the unpaid principal balance, insurer certificate number,
lender loan number, and premium due the Supplemental PMI Insurer for each Mortgage Loan covered by the
Supplemental PMI Policy. In addition, the Company agrees to forward to the Purchaser and the
[Securities Administrator] any statements or other reports given by the Supplemental PMI Insurer to the
Servicer in connection with a claim under the Supplemental PMI Policy."
(d) Clause (vi) of Section 6.1 is amended to read as follows:
"Company ceases to be approved by either Fannie Mae or FHLMC as a mortgage loan seller or
servicer for more than thirty days, or the Company fails to meet the servicer eligibility requirements
of the Supplemental PMI Insurer; or"]
IN WITNESS WHEREOF, the parties hereto have executed this PAAR Agreement as of the day and year
first above written.
EMC MORTGAGE CORPORATION
Assignor
By:_________________________________________
Name:_______________________________________
Title:______________________________________
_______________________________
Assignee
By:_________________________________________
Name:_______________________________________
Title:______________________________________
HSBC MORTGAGE CORPORATION (USA)
Company
By:_________________________________________
Name:_______________________________________
Title:______________________________________
ATTACHMENT 2
PURCHASE, WARRANTIES AND SERVICING AGREEMENT
EXHIBIT E
FORM OF TRIAL BALANCE
EXHIBIT G
REQUEST FOR RELEASE OF DOCUMENTS AND RECEIPT
RE: Mortgage Loan #___________________________________
BORROWER:__________________________________________________
PROPERTY: __________________________________________________
Pursuant to a Purchase, Warranties and Servicing Agreement (the "Agreement") between the Company and the
Purchaser, the undersigned hereby certifies that he or she is an officer of the Company requesting
release of the documents for the reason specified below. The undersigned further certifies that:
(Check one of the items below)
_____ On _________________, the above captioned mortgage loan was paid in full or that the Company
has been notified that payment in full has been or will be escrowed. The Company hereby certifies that
all amounts with respect to this loan which are required under the Agreement have been or will be
deposited in the Custodial Account as required.
_____ The above captioned loan is being repurchased pursuant to the terms of the Agreement. The
Company hereby certifies that the repurchase price has been credited to the Custodial Account as
required under the Agreement.
_____ The above captioned loan is being placed in foreclosure and the original documents are required
to proceed with the foreclosure action. The Company hereby certifies that the documents will be
returned to the Purchaser in the event of reinstatement.
_____ Other (explain)
_______________________________________________________
_______________________________________________________
All capitalized terms used herein and not defined shall have the meanings assigned to them in the
Agreement.
Based on this certification and the indemnities provided for in the Agreement, please release
to the Company all original mortgage documents in your possession relating to this loan.
Dated:_________________
By:________________________________
Signature
___________________________________
Title
Send documents to: _____________________________________________
_____________________________________________
_____________________________________________
Acknowledgement:
Purchaser hereby acknowledges that all original documents previously released on the above
captioned mortgage loan have been returned and received by the Purchaser.
Dated:________________
By:________________________________
Signature
_______________________________
Title
EXHIBIT H
COMPANY'S UNDERWRITING GUIDELINES
EXHIBIT I
TERM SHEET
This TERM SHEET (the "Term Sheet") dated _____________, between HSBC Mortgage Corporation
(USA), a Delaware corporation, located at 2929 Walden Avenue, Depew, New York14043 (the "Company") and
EMC Mortgage Corporation, a Delaware corporation, located at Mac Arthur Ridge II, 909 Hidden Ridge
Drive, Suite 200, Irving, Texas75038 (the "Purchaser") is made pursuant to the terms and conditions of
that certain Purchase, Warranties and Servicing Agreement (the "Agreement") dated as of May 1, 2002,
between the Company and the Purchaser, the provisions of which are incorporated herein as if set forth
in full herein, as such terms and conditions may be modified or supplemented hereby. All initially
capitalized terms used herein unless otherwise defined shall have the meanings ascribed thereto in the
Agreement.
The Purchaser hereby purchases from the Company and the Company hereby sells to the Purchaser,
all of the Company's right, title and interest in and to the Mortgage Loans described on the Mortgage
Loan Schedule annexed hereto as Schedule I, pursuant to and in accordance with the terms and conditions
set forth in the Agreement, as same may be supplemented or modified hereby. Hereinafter, the Company
shall service the Mortgage Loans for the benefit of the Purchaser and all subsequent transferees of the
Mortgage Loans pursuant to and in accordance with the terms and conditions set forth in the Agreement.
1. Definitions
For purposes of the Mortgage Loans to be sold pursuant to this Term Sheet, the following terms
shall have the following meanings:
Aggregate Principal Balance
(as of the Cut-Off Date):
Closing Date:
Custodian:
Cut-off Date:
Initial Weighted Average
Mortgage Loan Remittance Rate:
Purchase Price Percentage:
Servicing Fee Rate:
Except as modified herein, Section 8.01 of the Agreement shall remain in full force and effect
as of the date hereof.
IN WITNESS WHEREOF, the parties hereto have caused their names to be signed hereto by
their respective duly authorized officers as of the date first above written.
HSBC MORTGAGE CORPORATION (USA)
By:_________________________________________
Name:_______________________________________
Title:______________________________________
EMC MORTGAGE CORPORATION
By:_________________________________________
Name:_______________________________________
Title:______________________________________
EXHIBIT K
COMPANY'S OBLIGATIONS IN CONNECTION
WITH A RECONSTITUTION
o The Company shall (i) possess the ability to service into a securitization; (ii) service on a
"Scheduled/Scheduled" reporting basis (advancing through the liquidation of an REO Property),
(iii) make compensating interest payments on payoffs and curtailments and (iv) remit and report
to a master servicer in format acceptable to such master servicer by the 18th calendar day of
each month, unless otherwise provided in the securitization documents.
o The Company shall provide an acceptable annual certification (officer's certificate) to the
master servicer (as required by the Sarbanes-Oxley Act of 2002) as well as any other annual
certifications required under the securitization documents (i.e. the annual statement as to
compliance/annual independent certified public accountants' servicing report due by March 15 of
each year).
o The Company shall allow for the Purchaser, the master servicer or their designee to perform a
review of audited financials and net worth of the Company.
o The Company shall provide a Uniform Single Attestation Program certificate and Management
Assertion as requested by the master servicer or the Purchaser.
o The Company shall provide information on each Custodial Account as requested by the master
servicer or the Purchaser, and each Custodial Accounts shall comply with the requirements for
such accounts as set forth in the securitization documents.
o The Company shall maintain its servicing system in accordance with the requirements of the
master servicer.
AMENDMENT REG AB
TO THE SELLER'S WARRANTIES AND SERVICING AGREEMENT
This is Amendment Reg AB (the "Amendment Reg AB"), dated as of November 7, 2005, by
and between EMC Mortgage Corporation (the"Purchaser"), and HSBC Mortgage Corporation (USA) (the
"Company") to that certain Amended and Restated Purchase, Warranties and Servicing Agreement, dated as
of September 1, 2005 by and between the Company and the Purchaser, (as amended, modified or
supplemented, the "Existing Agreement").
WITNESSETH
WHEREAS, the Company and the Purchaser have agreed, subject to the terms and
conditions of this Amendment Reg AB that the Existing Agreement be amended to reflect certain agreed
upon revisions to the terms of the Existing Agreement.
Accordingly, the Company and the Purchaser hereby agree, in consideration of the
mutual premises and mutual obligations set forth herein, that the Existing Agreement is hereby amended
as follows:
1. Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the
Existing Agreement. The Existing Agreement is hereby amended by adding the following
definitions in their proper alphabetical order:
Commission: The United States Securities and Exchange Commission.
Company Information: As defined in Section 2(g)(i)(A)(1).
Depositor: With respect to any Securitization Transaction, the Person identified in
writing to the Company by the Purchaser as depositor for such Securitization
Transaction.
Exchange Act. The Securities Exchange Act of 1934, as amended.
Master Servicer: With respect to any Securitization Transaction, the "masterservicer," if an, identified in the related transaction documents.
Qualified Correspondent: Any Person from which the Company purchased Mortgage Loans,
provided that the following conditions are satisfied: (i) such Mortgage Loans were
originated pursuant to an agreement between the Company and such Person that
contemplated that such Person would underwrite mortgage loans from time to time, for
sale to the Company, in accordance with underwriting guidelines designated by the
Company ("Designated Guidelines") or guidelines that do not vary materially from such
Designated Guidelines: (ii) such Mortgage Loans were in fact underwritten as described
in clause (i) above and were acquired by the Company within 180 days after origination
(except that 1% of the Mortgage Loans in any securitization may be within 240 days);
(iii) either (x) the Designated Guidelines were, at the time such Mortgage Loans were
originated, used by the Company in the origination of mortgage loans of the same type
as the Mortgage Loans for the Company's own account or (y) the Designated Guidelines
were, at the time such Mortgage Loans were underwritten, designated by the Company on
a consistent basis for use by lenders in originating mortgage loans to be purchased
by the Company; and (iv) the Company employed, at the time such Mortgage Loans were
acquired by the Company pre-purchase or post-purchase quality assurance procedures
(which may involve, among other things, review of a sample of mortgage loans purchased
during a particular time period or through particular channels) designed to ensure
that Persons from which it purchased mortgage loans properly applied the underwriting
criteria designated by the Company.
Reconstitution: Any Securitization Transaction or Whole Loan Transfer.
Reconstitution Agreement: An agreement or agreements entered into by the Company and
the Purchaser and/or certain third parties in connection with a Reconstitution with
respect to any or all of the Mortgage Loans.
Regulation AB: Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.1100-229.1123, as such may be amended from time to time, and subject to such
clarification and interpretation as have been provided by the Commission in the
adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed.
Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the Commission, or as may be
provided by the Commission or its staff from time to time.
Securities Act: The federal Securities Act of 1933, as amended.
Securitization Transaction: Any transaction involving either (1) a sale or other
transfer of some or all of the Mortgage Loans directly or indirectly to an issuing
entity (as defined in Regulation AB) in connection with an issuance of publicly
offered or privately placed, rated or unrated mortgage-backed securities or (2) an
issuance of publicly offered or privately placed, rated or unrated securities, the
payments on which are determined primarily by reference to one or more portfolios of
residential mortgage loans consisting, in whole or in part, of some or all of the
Mortgage Loans.
Servicer: As defined in Section 2(f)(iii).
Servicing Criteria: The "servicing criteria" set forth in Item 1122(d) of Regulation
AB, as such may be amended from time to time.
Static Pool Information: Information set forth in Item 1105(a) and 1105(c) of
Regulation AB.
Subcontractor: Any vendor, subcontractor or other Person that is not responsible for
the overall servicing (as "servicing" is commonly understood by participants in the
mortgage-backed securities market) of Mortgage Loans pursuant to a Reconstitution
Agreement but performs one or more discrete functions identified in Item 1122(d) of
Regulation AB with respect to Mortgage Loans (serviced by the Company under a
Reconstitution Agreement) under the direction or authority of the Company or a
Subservicer.
Subservicer: Any Person that services Mortgage Loans on behalf of the Company (as
servicer under a Reconstitution Agreement) or any Subservicer and is responsible for
the performance (whether directly or through Subservicers or Subcontractors) of a
substantial portion of the material servicing functions required to be performed by
the Company under this Agreement or any Reconstitution Agreement that are identified
in Item 1122(d) of Regulation AB.
Third Party Originator: Each Person, other than a Qualified Correspondent, that
originated Mortgage Loans acquired by the Company.
Whole Loan Transfer: Any sale or transfer of some or all of the Mortgage Loans, other
than a Securitization Transaction.
2. The Purchaser and the Company agree that the Existing Agreement is hereby amended by adding the
following provisions as an addendum:
(a) (i) The Company hereby represents to the Purchaser, to any Master Servicer and to
any Depositor, as of the date on which information is first provided to the Purchaser,
any Master Servicer or any Depositor under Section 2(f) that, except as disclosed in
writing to the Purchaser, such Master Servicer or such Depositor prior to such date:
(i) the Company is not aware and has not received notice that any default, early
amortization or other performance triggering event has occurred as to any other
securitization due to any act or failure to act of the Company; (ii) the Company has
not been terminated as servicer in a residential mortgage loan securitization, either
due to a servicing default or to application of a servicing performance test or
trigger; (iii) no material noncompliance with the applicable servicing criteria with
respect to other securitizations of residential mortgage loans involving the Company
as servicer has been disclosed or reported by the Company; (iv) no material changes to
the Company's policies or procedures with respect to the servicing function it will
perform under this Agreement and any Reconstitution Agreement for mortgage loans of a
type similar to the Mortgage Loans have occurred during the three-year period
immediately preceding the related Securitization Transaction; (v) there are no aspects
of the Company's financial condition that could have a material adverse effect on the
performance by the Company of its servicing obligations under this Agreement or any
Reconstitution Agreement; (vi) there are no material legal or governmental proceedings
pending (or known to be contemplated) against the Company, any Subservicer or any
Third-Party Originator of a type identified in Item 1117 of Regulation AB; and (vii)
there are no affiliations, relationships or transactions relating to the Company, any
Subservicer or any Third-Party Originator with respect to any Securitization
Transaction and any party thereto identified by the related Depositor of a type
described in Item 1119 of Regulation AB.
(ii) If so requested by the Purchaser, any Master Servicer or any Depositor on any
date following the date on which information is first provided to the Purchaser, any
Master Servicer or any Depositor under Section 2(f), the Company shall within five
Business Days, following such request, to confirm in writing the accuracy of the
representations and warranties set forth in paragraph (i) of this Section or, if any
such representation and warranty is not accurate as of the date of such request,
provide reasonably adequate disclosure of the pertinent facts, in writing, to the
requesting party.
(b) The Company shall use its reasonable best efforts on or before March 1, but in no
event later than March 15, of each calendar year, commencing in 2007, to deliver to
the Purchaser, any Master Servicer and any Depositor a statement of compliance
addressed to the Purchaser, and Master Servicer and such Depositor and signed by an
authorized officer of the Company, to the effect that (i) a review of the Company's
activities during the immediately preceding calendar year (or applicable portion
thereof) and of its performance under this Agreement and any applicable Reconstitution
Agreement during such period has been made under such officer's supervision, and (ii)
to the best of such officers' knowledge, based on such review, the Company has
fulfilled all of its obligations under this Agreement and any applicable
Reconstitution Agreement in all material respects throughout such calendar year (or
applicable portion thereof) or, if there has been a failure to fulfill any such
obligation in any material respect, specifically identifying each such failure known
to such officer and the nature and the status thereof.
(c) (i) The Company shall use its reasonable best efforts on or before March 1, but in
no event later than March 15, of each calendar year, commencing in 2007 to:
(A) Deliver to the Purchaser, any Master Servicer and any
Depositor a report (in form and substance reasonably satisfactory to the
Purchaser, such Master Servicer and such Depositor) regarding the Company's
assessment of compliance with the Servicing Criteria during the immediately
preceding calendar year, as required under Rules 13a-18 and 15d-18 of the
Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed
to the Purchaser and such Depositor and signed by an authorized officer of the
Company, and shall address each of the Servicing Criteria specified on a
certification substantially in the form of Exhibit B hereto delivered to the
Purchaser at the time of any Securitization Transaction;
(B) deliver to the Purchaser, any Master Servicer and any
Depositor a report of a registered public accounting firm reasonably
acceptable to the Purchaser, such Master Servicer and such Depositor that
attests to, and reports on, the assessment of compliance made by the Company
and delivered pursuant to the preceding paragraph. Such attestation shall be
in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the
Securities Act and the Exchange Act;
(C) cause each Subservicer and each Subcontractor determined by
the Company pursuant to Section 2(e)(ii) to be "participating in the servicing
function" within the meaning of Item 1122 of Regulation AB (each, a
"Participating Entity"), to deliver to the Purchaser, and Master Servicer and
any Depositor an assessment of compliance and accountants' attestation as and
when provided in paragraphs (i) and (ii) of this Section 2(c); and
(D) deliver and cause each Subservicer and Subcontractor
described in clause (c) to provide , to the Purchaser, and Master Servicer,
any Depositor and any other Person that will be responsible for signing the
certification (a "Sarbanes Certification") required by Rules 13a-14(d) and
15d-14(d) under the Exchange Act (pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002) on behalf of an asset-backed issuer with respect
to a Securitization Transaction a certification signed by the appropriate
officer of the company in the form attached hereto as Exhibit A.
The Company acknowledges that the parties identified in clause (i)(D) above
may rely on the certification provided by the Company pursuant to such clause in
signing a Sarbanes Certification and filing such with the Commission.
(ii) Each assessment of compliance provided by a Subservicer pursuant to
Section 2(c)(i)(A) shall address each of the Servicing Criteria specified on a
certification substantially in the form of Exhibit B hereto delivered to the Purchaser
concurrently with the execution of this Agreement or, in the case of a Subservicer
subsequently appointed as such, on or prior to the date of such appointment. An
assessment of compliance provided by a Subcontractor pursuant to Section 2(c)(i)(C)
need not address any elements of the Servicing Criteria other than those specified by
the Company pursuant to Section 2(e).
(d) [Reserved]
(e) The Company shall not hire or otherwise utilize the services of any Subservicer to
fulfill any of the obligations of the Company as servicer under this Agreement or any
Reconstitution Agreement unless the Company complies with the provisions of clause (i)
of this Section. The Company shall not hire or otherwise utilize the services of any
Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the
services of any Subcontractor, to fulfill any of the obligations of the Company as
servicer under this Agreement or any Reconstitution Agreement unless the Company
complies with the provisions of 2(e)(ii) of this Section.
(i) It shall not be necessary for the Company to seek the consent of the
Purchaser, any Master Servicer or any Depositor to the utilization of any
Subservicer. The Company shall cause any Subservicer used by the Company (or by any
Subservicer) for the benefit of the Purchaser and any Depositor to comply with the
provisions of this Section and with Sections 2(a), 2(b), 2(c), 2(f)(iii), 2(f)(v) and
2(g) of this Agreement to the same extent as if such Subservicer were the Company, and
to provide the information required with respect to such Subservicer under Section
2(f)(iv) of this Agreement. The Company shall be responsible for obtaining from each
Subservicer and delivering to the Purchaser and any Depositor any servicer compliance
statement required to be delivered by such Subservicer under Section 2(b), any
assessment of compliance and attestation required to be delivered by such Subservicer
under Section 2(c) and any certification required to be delivered to the Person that
will be responsible for signing the Sarbanes Certification under Section 2(c) as and
when required to be delivered.
(ii) It shall not be necessary for the Company to seek the consent of the
Purchaser or any Depositor to the utilization of any Subcontractor. The Company shall
promptly upon request provide to the Purchaser and any Depositor (or any designee of
the Depositor, such as any Master Servicer or an administrator) a written description
(in form and substance satisfactory to the Purchaser, such Depositor and such Master
Servicer) of the role and function of each Subcontractor utilized by the Company or
any Subservicer, specifying (A) the identity of each such Subcontractor, (B) which (if
any) of such Subcontractors are Participating Entities, and (C) which elements of the
Servicing Criteria will be addressed in assessments of compliance provided by each
Subcontractor identified pursuant to clause (B) of this paragraph.
As a condition to the utilization of any Subcontractor determined to be "participating
in the servicing function" within the meaning of Item 1122 of Regulation AB, the
Company shall cause any such Subcontractor used by the Company (or by any Subservicer)
for the benefit of the Purchaser and any Depositor to comply with the provisions of
Sections 2(c) and 2(g) of this Agreement to the same extent as if such Subcontractor
were the Company. The Company shall be responsible for obtaining from each
Subcontractor and delivering to the Purchaser and any Depositor any assessment of
compliance and attestation and the other certifications required to be delivered by
such Subservicer and such Subcontractor under Section 2(c), in each case as and when
required to be delivered.
(f) In connection with any Securitization Transaction the Company shall (1) within five Business
Days following request by the Purchaser or any Depositor, to provide to the Purchaser and such
Depositor (or, as applicable, cause each Third-Party Originator and each Subservicer to
provide), in writing and in form and substance reasonably satisfactory to the Purchaser and
such Depositor, the information and materials specified in paragraphs (i), (ii), (iii), (vi)
and (vii) of this Section 2(f), and (2) as promptly as practicable following notice to or
discovery by the Company, provide to the Purchaser and any Depositor (in writing and in form
and substance reasonably satisfactory to the Purchaser and such Depositor) the information
specified in paragraph (iv) of this Section.
(i) If so requested by the Purchaser or any Depositor in connection with
a Securitization Transaction, the Company shall provide such information regarding (x)
the Company, as originator of the Mortgage Loans (including as an acquirer of Mortgage
Loans from a Qualified Correspondent), or (y) each Third-Party Originator, and (z) as
applicable, each Subservicer, as is requested for the purpose of compliance with Items
1103(a)(1), 1105, 1110, 1117 and 1119 of Regulation AB. Such information shall
include, at a minimum:
(A) the originator's form of organization;
(B) a description of the originator's origination program and
how long the originator has been engaged in originating residential mortgage
loans, which description shall include a discussion of the originator's
experience in originating mortgage loans of a similar type as the Mortgage
Loans; information regarding the size and composition of the originator's
origination portfolio; and information that may be material, in the good faith
judgment of the Purchaser or any Depositor, to an analysis of the performance
of the Mortgage Loans, including the originators' credit-granting or
underwriting criteria for mortgage loans of similar type(s) as the Mortgage
Loans and such other information as the Purchaser or any Depositor may
reasonably request for the purpose of compliance with Item 1110(b)(2) of
Regulation AB;
(C) a description of any material legal or governmental
proceedings pending (or known to be contemplated) of a type described in Item
1117 of Regulation AB against the Company, each Third-Party Originator and
each Subservicer; and
(D) a description of any affiliation or relationship of a type
described in Item 1119 of Regulation AB between the Company, each Third-Party
Originator, each Subservicer and any of the following parties to a
Securitization Transaction, as such parties are identified to the Company by
the Purchaser or any Depositor in writing in advance of such Securitization
Transaction:
(1) the sponsor;
(2) the depositor;
(3) the issuing entity;
(4) any servicer;
(5) any trustee;
(6) any originator;
(7) any significant obligor;
(8) any enhancement or support provider; and
(9) any other material transaction party.
(ii) If so requested by the Purchaser or any Depositor, the Company shall
provide (or, as applicable, cause each Third-Party Originator to provide) Static Pool
Information with respect to the mortgage loans (of a similar type as the Mortgage
Loans, as reasonably identified by the Purchaser as provided below) originated by (a)
the Company, if the Company is an originator of Mortgage Loans (including as an
acquirer of Mortgage Loans from a Qualified Correspondent), and/or (b) each
Third-Party Originator. Such Static Pool Information shall be prepared by the Company
(or Third-Party Originator) on the basis of its reasonable, good faith interpretation
of the requirements of Item 1105(a)(1)-(3) of Regulation AB. To the extent that there
is reasonably available to the Company (or Third-Party Originator) Static Pool
Information with respect to more than one mortgage loan type, the Purchaser or any
Depositor shall be entitled to specify whether some or all of such information shall
be provided pursuant to this paragraph. The content of such Static Pool Information
may be in the form customarily provided by the Company, and need not be customized for
the Purchaser or any Depositor. Such Static Pool Information for each vintage
origination year or prior securitized pool, as applicable, shall be presented in
increments no less frequently than quarterly over the life of the mortgage loans
included in the vintage origination year or prior securitized pool. The most recent
periodic increment must be as of a date no later than 135 days prior to the date of
the prospectus or other offering document in which the Static Pool Information is to
be included or incorporated by reference. The Static Pool Information shall be
provided in an electronic format that provides a permanent record of the information
provided, such as a portable document format (pdf) file, or other such electronic
format reasonably required by the Purchaser or the Depositor, as applicable.
Promptly following notice or discovery of a material error in Static Pool Information
provided pursuant to the immediately preceding paragraph (including an omission to
include therein information required to be provided pursuant to such paragraph), the
Company shall provide corrected Static Pool Information to the Purchaser or any
Depositor, as applicable, in the same format in which Static Pool Information was
previously provided to such party by the Company.
If so requested by the Purchaser or any Depositor, the Company shall provide (or, as
applicable, cause each Third-Party Originator to provide), at the expense of the
requesting party (to the extent of any additional incremental expense associated with
delivery pursuant to this Agreement), such statements and agreed-upon procedures
letters of certified public accountants reasonably acceptable to the Purchaser or
Depositor, as applicable, pertaining to Static Pool Information relating to prior
securitized pools for securitizations closed on or after January 1, 2006 or, in the
case of Static Pool Information with respect to the Company's or Third-Party
Originator's originations or purchases, to calendar months commencing January 1, 2006,
as the Purchaser or such Depositor shall reasonably request. Such statements and
letters shall be addressed to and be for the benefit of such parties as the Purchaser
or such Depositor shall designate, which may include, by way of example, any Sponsor,
any Depositor and any broker dealer acting as underwriter, placement agent or initial
purchaser with respect to a Securitization Transaction. Any such statement or letter
may take the form of a standard, generally applicable document accompanied by a
reliance letter authorizing reliance by the addressees designated by the Purchaser or
such Depositor.
(iii) If so requested by the Purchaser or any Depositor, the Company shall
provide such information regarding the Company, as servicer of the Mortgage Loans, and
each Subservicer (each of the Company and each Subservicer, for purposes of this
paragraph, a "Servicer"), as is requested for the purpose of compliance with Items
1108, 1117 and 1119 of Regulation AB. Such information shall include, at a minimum:
(A) the Servicer's form of organization;
(1) (B) a description of how long the Servicer has
been servicing residential mortgage loans; a general discussion of the
Servicer's experience in servicing assets of any type as well as a more
detailed discussion of the Servicer's experience in, and procedures for, the
servicing function it will perform under this Agreement and any Reconstitution
Agreements; information regarding the size, composition and growth of the
Servicer's portfolio of residential mortgage loans of a type similar to the
Mortgage Loans and information on factors related to the Servicer that may be
material, in the good faith judgment of the Purchaser or any Depositor, to any
analysis of the servicing of the Mortgage Loans or the related asset-backed
securities, as applicable, including, without limitation:
(2) (1) whether any prior securitizations
of mortgage loans of a type similar to the Mortgage Loans
involving the Servicer have defaulted or experienced an
early amortization or other performance triggering event
because of servicing during the three-year period
immediately preceding the related Securitization Transaction;
(2) the extent of outsourcing the Servicer
utilizes;
(3) whether there has been previous disclosure
of material noncompliance with the applicable servicing
criteria with respect to other securitizations of
residential mortgage loans involving the Servicer as a
servicer during the three-year period immediately preceding
the related Securitization Transaction;
(4) whether the Servicer has been terminated
as servicer in a residential mortgage loan securitization,
either due to a servicing default or to application of a
servicing performance test or trigger; and
(5) such other information as the Purchaser or
any Depositor may reasonably request for the purpose of
compliance with Item 1108(b)(2) of Regulation AB;
(3) (C) a description of any material changes
during the three-year period immediately preceding the related Securitization
Transaction to the Servicer's policies or procedures with respect to the
servicing function it will perform under this Agreement and any Reconstitution
Agreements for mortgage loans of a type similar to the Mortgage Loans;
(4) (D) information regarding the Servicer's
financial condition, to the extent that there is a material risk that an
adverse financial event or circumstance involving the Servicer could have a
material adverse effect on the performance by the Company of its servicing
obligations under this Agreement or any Reconstitution Agreement;
(5) (E) information regarding advances made by the
Servicer on the Mortgage Loans and the Servicer's overall servicing portfolio
of residential mortgage loans for the three-year period immediately preceding
the related Securitization Transaction, which may be limited to a statement by
an authorized officer of the Servicer to the effect that the Servicer has made
all advances required to be made on residential mortgage loans serviced by it
during such period, or, if such statement would not be accurate, information
regarding the percentage and type of advances not made as required, and the
reasons for such failure to advance;
(6) (F) a description of the Servicer's processes
and procedures designed to address any special or unique factors involved in
servicing loans of a similar type as the Mortgage Loans;
(G) a description of the Servicer's processes for handling
delinquencies, losses, bankruptcies and recoveries, such as through
liquidation of mortgaged properties, sale of defaulted mortgage loans or
workouts;
(H) information as to how the Servicer defines or determines
delinquencies and charge-offs, including the effect of any grace period,
re-aging, restructuring, partial payments considered current or other
practices with respect to delinquency and loss experience; and
(I) a description of any material legal or governmental
proceedings pending (or known to be contemplated) against the Servicer;
(J) a description of any affiliation or relationship between the
Servicer and any of the following parties to a Securitization Transaction,
as such parties are identified to the Servicer by the Purchaser or any
Depositor in writing in advance of such Securitization Transaction:
(1) the sponsor;
(2) the depositor;
(3) the issuing entity;
(4) any servicer;
(5) any trustee;
(6) any originator;
(7) any significant obligor;
(8) any enhancement or support provider; and
(9) any other material transaction party.
(iv) [For the purpose of satisfying the reporting obligation under the
Exchange Act with respect to any class of asset-backed securities, the Company shall
(or shall cause each Subservicer and Third-Party Originator to) (i) provide prompt
notice to the Purchaser, and Master Servicer and any Depositor in writing of (A) any
material litigation or governmental proceedings of a type described in Item 1117 of
Regulation AB involving the Company, any Subservicer or any Third-Party Originator
(B)) any affiliations or relationships that develop following the closing date of a
Securitization between the Company, any Subservicer or any Third-Party Originator and
any of the parties specified in clause (D) of paragraph (i) of this Section 2(f) (and
any other parties identified in writing by the requesting party) with respect to such
Securitization Transaction, (C) any Event of Default under the terms of this
Agreement or any Reconstitution Agreement, (D) any merger, consolidation or sale of
substantially all of the assets of the Company, and (E) the Company's entry into any
agreement with a Subservicer to perform or assist in the performance of any of the
Company's obligations under this Agreement or any Reconstitution Agreement and (ii)
provide to the Purchaser and any Depositor a description of such proceedings,
affiliations or relationships. All notification pursuant to clause (A) should be sent
to:
EMC Mortgage Corporation
2780 Lake Vista Drive
Lewisville, TX75067-3884
Attention: Conduit Seller Approval Dept.
Facsimile: (214) 626-3751
Email: sellerapproval@bear.com
With a copy to:
Bear, Stearns & Co. Inc.
383 Madison Avenue, 3rd floor
New York, NY10179
Attention: Global Credit Administration
Facsimile: (212) 272-6564
Notifications pursuant to clause (B) should be sent to:
EMC Mortgage Corporation
Two Mac Arthur Ridge
909 Hidden Ridge Drive, Suite 200
Irving, TX75038
Attention: Associate General Counsel for Loan Administration
Facsimile: (972) 831-2555
With copies to:
Bear, Stearns & Co. Inc.
383 Madison Avenue, 3rd floor
New York, NY10179
Attention: Global Credit Authorization
Facsimile: (212) 272-6564
EMC Mortgage Corporation
2780 Lake Vista Drive
Lewisville, TX75067-3884
Attention: Conduit Seller Approval Dept.
Facsimile: (214) 626-3751
Email: sellerapproval@bear.com
(v) As a condition to the succession to the Company or any Subservicer as
servicer or subservicer under this Agreement or any Reconstitution Agreement by any
Person (i) into which the Company or such Subservicer may be merged or consolidated,
or (ii) which may be appointed as a successor to the Company or any Subservicer, the
Company shall provide to the Purchaser, any Master Servicer and any Depositor, at
least 15 calendar days prior to the effective date of such succession or appointment,
(x) written notice to the Purchaser and any Depositor of such succession or
appointment and (y) in writing and in form and substance reasonably satisfactory to
the Purchaser and such Depositor, all information reasonably requested by the
Purchaser or any Depositor in order to comply with its reporting obligation under Item
6.02 of Form 8-K with respect to any class of asset-backed securities.
(vi) In addition to such information as the Company, as servicer, is
obligated to provide pursuant to other provisions of this Agreement,[ not later than
ten days prior to the deadline for the filing of any distribution report on Form 10-D
in respect of any Securitization Transaction that includes any of the Mortgage Loans
serviced by the Company or any Subservicer, the Company or such Subservicer, as
applicable, shall, but only to the extent the Company or such Subservicer has
knowledge, provide to the party responsible for filing such report (including, if
applicable, the Master Servicer) notice of the occurrence of any of the following
events along with all information, data, and material related thereto as may be
required to be included in the related distribution report on Form 10-D (as specified
in the provisions of Regulation AB referenced below):
i. any material modifications, extensions or waivers of Mortgage
Loans serviced by the Company or its Subservicer terms, fees,
penalties or payments during the distribution period or that
have cumulatively become material over time (Item 1121(a)(11)
of Regulation AB);
ii. material breaches of Mortgage Loans serviced by the Company or
its Subservicers representations or warranties or transaction
covenants (Item 1121(a)(12) of Regulation AB); and
iii.information regarding any Mortgage Loans serviced by the
Company or its Subservicers changes (such as, additions,
substitutions or repurchases), and any material changes in
origination, underwriting or other criteria for acquisition or
selection of pool assets as it relates to a substitution (Item
1121(a)(14) of Regulation AB),
the Company shall provide to the Purchaser, any Master Servicer and any
Depositor, evidence of the authorization of the person signing any certification and,
no more than once a year, copies or other evidence of Fidelity Bond Insurance and
Errors and Omission Insurance Policy, financial information and reports, and such
other information related to the Company or any Subservicer or the Company or such
Subservicer's performance hereunder, which items may be accepted in the forms
acceptable to the Company's and Subservicer's regulators or the agencies. [ (i)
The Company shall indemnify the Purchaser, each affiliate of the Purchaser, and each
of the following parties participating in a Securitization Transaction: each sponsor
and issuing entity; each Person (including, but not limited to, any Master Servicer,
if applicable) responsible for the preparation, execution or filing of any report
required to be filed with the Commission with respect to such Securitization
Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule
15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each
broker dealer acting as underwriter, placement agent or initial purchaser, each Person
who controls any of such parties or the Depositor (within the meaning of Section 15 of
the Securities Act and Section 20 of the Exchange Act); and the respective present and
former directors, officers, employees ,agents ] of each of the foregoing and of the
Depositor (each, an "Indemnified Party"), and shall hold each of them harmless from
and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and
expenses and related costs, judgments, and any other costs, fees and expenses that any
of them may sustain arising out of or based upon:
(A)(1) any untrue statement of a material fact contained or alleged to be
contained in any information, report, certification, data, accountants' letter or
other material provided in written or electronic form under this Amendment Reg AB by
or on behalf of the Company, or provided under this Amendment Reg AB by or on behalf
of any Subservicer, Subcontractor or Third-Party Originator (collectively, the
"Company Information"), or (2) the omission or alleged omission to state in the Company
Information a material fact required to be stated in the Company Information or
necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading; provided, by way of clarification, that
clause (2) of this paragraph shall be construed solely by reference to the Company
Information and not to any other information communicated in connection with a sale or
purchase of securities, without regard to whether the Company Information or any
portion thereof is presented together with or separately from such other information;
(B) any breach by the Company of its obligations under this agreement,
including particularly any failure by the Company, any Subservicer, any Subcontractor
or any Third-Party Originator to deliver any information, report, certification,
accountants' letter or other material when and as required under this Amendment Reg
AB, including any failure by the Company to identify pursuant to Section 2(e)(ii) any
Subcontractor "participating in the servicing function" within the meaning of Item
1122 of Regulation AB; or
(C) any breach by the Company of a representation or warranty set forth
in Section 2(a)(i) or in a writing furnished pursuant to Section
2(a)(ii) and made as of a date prior to the closing date of the
related Securitization Transaction, to the extent that such breach is
not cured by such closing date, or any breach by the Company of a
representation or warranty in a writing furnished pursuant to Section
2(a)(ii) to the extent made as of a date subsequent to such closing
date.
(D) The negligence bad faith or willful misconduct of the Company in
connection with its performance under this Amendment.
If the indemnification provided for herein is unavailable or insufficient as
determined by a court of law to hold harmless an Indemnified Party, then the
Company agrees that it shall contribute to the amount paid or payable by such
Indemnified Party as a result of any claims, losses, damages or liabilities
incurred by such Indemnified Party in such proportion as is appropriate to
reflect relative fault of such Indemnified Party on the one hand and the
Company on the other.
In the case of any failure of performance described in clause (i)(B) of this
Section 2(g), the Company shall promptly reimburse the Purchaser, any Depositor, as
applicable, and each Person responsible for the preparation, execution or filing of
any report required to be filed with the Commission with respect to such
Securitization Transaction, or for execution of a certification pursuant to Rule
13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization
Transaction, for all costs reasonably incurred by each such party in order to obtain
the information, report, certification, accountants' letter or other material not
delivered as required by the Company, any Subservicer, any Subcontractor or any
Third-Party Originator.
This indemnification shall survive the termination of this Agreement or the
termination of any party to this Agreement.
(ii) (A) Any failure by the Company, any Subservicer, any Subcontractor or any
Third-Party Originator to deliver any information, report, certification, accountants'
letter or other material when and as required under this Amendment Reg AB, or any
breach by the Company of a representation or warranty set forth in Section 2(a)(i) or
in a writing furnished pursuant to Section 2(a)(ii) and made as of a date prior to the
closing date of the related Securitization Transaction, to the extent that such breach
is not cured by such closing date, or any breach by the Company of a representation or
warranty in a writing furnished pursuant to Section 2(a)(ii) to the extent made as of
a date subsequent to such closing date, shall, except as provided in clause (B) of
this paragraph, immediately and automatically, without notice or grace period,
constitute an Event of Default with respect to the Company under this Agreement and
any applicable Reconstitution Agreement, and shall entitle the Purchaser or any
Depositor, as applicable, in its sole discretion to terminate the rights and
obligations of the Company as servicer under this Agreement and/or any applicable
Reconstitution Agreement without payment (notwithstanding anything in this Agreement
or any applicable Reconstitution Agreement to the contrary) of any compensation to the
Company and if the Company is servicing any of the Mortgage Loans in a Securitization
Transaction appoint a successor servicer reasonably acceptable to any Master Servicer
for such Securitization Transaction; provided that to the extent that any provision of
this Agreement and/or any applicable Reconstitution Agreement expressly provides for
the survival of certain rights or obligations following termination of the Company as
servicer, such provision shall be given effect.
(B) Any failure by the Company, any Subservicer or any Subcontractor to
deliver any information, report, certification or accountants' letter when and as
required under Section 2(b) or 2(c), including (except as provided below) any failure
by the Company to identify pursuant to Section 2(e)(ii) any Subcontractor
"participating in the servicing function" within the meaning of Item 1122 of Regulation
AB, which continues unremedied for ten calendar days after the date on which such
information, report, certification or accountants' letter was required to be delivered
shall constitute an Event of Default with respect to the Company under this Agreement
and any applicable Reconstitution Agreement, and shall entitle the Purchaser, any
Master Servicer or any Depositor, as applicable, in its sole discretion to terminate
the rights and obligations of the Company as servicer under this Agreement and/or any
applicable Reconstitution Agreement without payment (notwithstanding anything in this
Agreement to the contrary) of any compensation to the Company; provided that to the
extent that any provision of this Agreement and/or any applicable Reconstitution
Agreement expressly provides for the survival of certain rights or obligations
following termination of the Company as servicer, such provision shall be given effect.
Neither the Purchaser nor any Depositor shall be entitled to terminate the
rights and obligations of the Company pursuant to this subparagraph (ii)(B) if a
failure of the Company to identify a Subcontractor "participating in the servicing
function" within the meaning of Item 1122 of Regulation AB was attributable solely to
the role or functions of such Subcontractor with respect to mortgage loans other than
the Mortgage Loans.
(C) The Company shall promptly reimburse the Purchaser (or any designee of the
Purchaser, such as a master servicer) and any Depositor, as applicable, for all
reasonable expenses incurred by the Purchaser (or such designee) or such Depositor as
such are incurred, in connection with the termination of the Company as servicer and
the transfer of servicing of the Mortgage Loans to a successor servicer. The
provisions of this paragraph shall not limit whatever rights the Purchaser or any
Depositor may have under other provisions of this Agreement and/or any applicable
Reconstitution Agreement or otherwise, whether in equity or at law, such as an action
for damages, specific performance or injunctive relief.
(iii) The Purchaser shall indemnify the Company, each affiliate of the Company and
each Person who controls the Company or such affiliate and their respective present
and former directors, officers, employees and agents, and hold each of them harmless
from and against any losses, damages, penalties, fines, forfeitures, legal fees and
expenses and related costs, judgments, and any other costs, fees and expenses that
each of them may sustain arising out of or based upon any claims arising out of or in
connection with any information set forth in any offering document prepared in
connection with any Securitization Transaction other than a statement or omission
arising out of, resulting from, or based upon the Company Information.
For purposes of the Amendment and any related provisions thereto, each Master Servicer
shall be considered a third-party beneficiary of this Agreement, entitled to all the rights and
benefits hereof as if it were a direct party to this Agreement.
3. The Company acknowledges that a Subservicer or Subcontractor that performs services with respect to
mortgage loans involved in a Securitization Transaction in addition to the Mortgage Loans may
be determined by a Depositor to be a Participating Entity on the basis of the aggregate balance
of such mortgage loans, without regard to whether such Subservicer or Subcontractor would be a
Participating Entity with respect to the Mortgage Loans viewed in isolation. The Company shall
(A) respond as promptly as practicable to any good faith request by the Purchaser or any
Depositor for information regarding each Subservicer and each Subcontractor and (B) cause each
Subservicer and each Subcontractor with respect to which the Purchaser or any Depositor
requests delivery of an assessment of compliance and accountants' attestation to deliver such
within the time required under Section 2(c).
4. Notwithstanding any other provision of this Amendment Reg AB, (i) the Company shall seek the
consent of the Purchaser for the utilization of all third party service providers, including
Subservicers and Subcontractors, when required by and in accordance with the terms of the
Existing Agreement and (ii) references to the Purchaser shall be deemed to include any
assignees or designees of the Purchaser, such as any Depositor, a master servicer or a trustee.
5. The Existing Agreement is hereby amended by adding the Exhibits attached hereto as Exhibit A and
Exhibit B to the end thereto.
6. References in this Amendment Reg AB to "this Agreement" or words of similar import (including
indirect references to the Agreement) shall be deemed to be references to the Existing
Agreement as amended by this Amendment Reg AB. Except as expressly amended and modified by
this Amendment Reg AB, the Agreement shall continue to be, and shall remain, in full force and
effect in accordance with its terms. In the event of a conflict between this Amendment Reg AB
and any other document or agreement, including without limitation the Existing Agreement, this
Amendment Reg AB shall control.
7. This Amendment Reg AB shall be governed by and construed in accordance with the laws of the State
of New York, or federal law as applicable, without reference to its conflict of law provisions
(other than Section 5-1401 of the General Obligations Law), and the obligations, rights and
remedies of the parties hereunder shall be determined in accordance with such laws.
8. This Amendment Reg AB may be executed in one or more counterparts and by different parties hereto
on separate counterparts, each of which, when so executed, shall constitute one and the same
agreement.
9. This Amendment Reg AB shall bind and inure to the benefit of and be enforceable by the Company and
the Purchaser and the respective permitted successors and assigns of the Company and the
successors and assigns of the Purchaser.
10. This Amendment Reg AB will become effective as of the date first mentioned above. This Amendment
Reg AB shall not be assigned, pledged or hypothecated by the Company to a third party without
the prior written consent of the Purchaser, which consent may be withheld by the Purchaser in
its sole discretion. The Existing Agreement as amended by this Amendment Reg AB may be
assigned, pledged or hypothecated by the Purchaser in whole or in part, and with respect to one
or more of the Mortgage Loans, without the consent of the Company. There shall be no
limitation on the number of assignments or transfers allowable by the Purchaser with respect to
the Mortgage Loans and this Amendment Reg AB and the Existing Agreement.
11. Intent of the Parties; Reasonableness.
The Purchaser and the Company acknowledge and agree that the purpose of this Amendment Reg AB
is to facilitate compliance by the Purchaser and any Depositor with the provisions of Regulation AB and
related rules and regulations of the Commission. Although Regulation AB is applicable by its terms only
to offerings of asset-backed securities that are registered under the Securities Act, the Company
acknowledges that investors in privately offered securities may require that the Purchaser or any
Depositor provide comparable disclosure in unregistered offerings. References in this Agreement to
compliance with Regulation AB include provision of comparable disclosure in private offerings.
Neither the Purchaser nor any Depositor shall exercise its right to request delivery of
information or other performance under these provisions other than in good faith, or for purposes other
than compliance with the Securities Act, the Exchange Act and the rules and regulations of the
Commission thereunder (or the provision in a private offering of disclosure comparable to that required
under the Securities Act). The Company acknowledges that interpretations of the requirements of
Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or
its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or
otherwise, and agrees to comply with requests made by the Purchaser, any Master Servicer or any
Depositor in good faith for delivery of information under these provisions on the basis of evolving
interpretations of Regulation AB. In connection with any Securitization Transaction, the Company shall
cooperate fully with the Purchaser to deliver to the Purchaser (including any of its assignees or
designees), any Master Servicer and any Depositor, any and all statements, reports, certifications,
records and any other information necessary in the good faith determination of the Purchaser, any Master
Servicer or any Depositor to permit the Purchaser, such Master Servicer or such Depositor to comply with
the provisions of Regulation AB, together with such disclosures relating to the Company, any
Subservicer, any Third-Party Originator and the Mortgage Loans, or the servicing of the Mortgage Loans,
reasonably believed by the Purchaser, any Master Servicer or any Depositor to be necessary in order to
effect such compliance.
The Purchaser (including any of its assignees or designees) shall cooperate with the Company by
providing timely notice of requests for information under these provisions and by reasonably limiting
such requests to information required, in the Purchaser's reasonable judgment, to comply with Regulation
AB.
For purposes of clarification, the provisions, covenants and or requirements of this Amendment
are only applicable with respect to those Mortgage Loans being securitized in a Securitization
Transaction
[Signatures Commence on Following Page]
IN WITNESS WHEREOF, the parties have caused their names to be signed hereto by their
respective officers thereunto duly authorized as of the day and year first above written.
___________________________________________________________________________________________________________
Purchaser
By: ________________________________
Name:________________________________
Title: ______________________________
HSBC Mortgage Corporation (USA)
Company
By: ________________________________
Name:________________________________
Title: ______________________________
EXHIBIT A
FORM OF ANNUAL CERTIFICATION
I. The [ ] agreement dated as of [ ], 200[ ] (the "Agreement"),
among [IDENTIFY PARTIES]
I, ________________________________, the _______________________ of [NAME OF COMPANY (the
"Company")], certify to [the Purchaser], [the Depositor], and the [Master Servicer] [Securities
Administrator] [Trustee], and their officers, with the knowledge and intent that they will rely upon
this certification, that:
(1) I have reviewed the servicer compliance statement of the Company provided in
accordance with Item 1123 of Regulation AB (the "Compliance Statement"), the report on
assessment of the Company's compliance with the servicing criteria set forth in Item 1122(d) of
Regulation AB (the "Servicing Criteria"), provided in accordance with Rules 13a-18 and 15d-18
under Securities Exchange Act of 1934, as amended (the "Exchange Act") and Item 1122 of
Regulation AB (the "Servicing Assessment"), the registered public accounting firm's attestation
report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act and Section
1122(b) of Regulation AB (the "Attestation Report"), and all servicing reports, officer's
certificates and other information relating to the servicing of the Mortgage Loans by the
Company during 200[ ] that were delivered by the Company to the [Depositor] [Master Servicer]
[Securities Administrator] [Trustee] pursuant to the Agreement (collectively, the "Company
Servicing Information");
(2) Based on my knowledge, the Company Servicing Information, taken as a whole,
does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in the light of the circumstances under which such
statements were made, not misleading with respect to the period of time covered by the Company
Servicing Information;
(3) Based on my knowledge, all of the Company Servicing Information required to be
provided by the Company under the Agreement has been provided to the [Depositor] [Master
Servicer] [Securities Administrator] [Trustee];
(4) I am responsible for reviewing the activities performed by the Company as
servicer under the Agreement, and based on my knowledge and the compliance review conducted in
preparing the Compliance Statement and except as disclosed in the Compliance Statement, the
Servicing Assessment or the Attestation Report, the Company has fulfilled its obligations under
the Agreement in all material respects; and
(5) The Compliance Statement required to be delivered by the Company pursuant to
the Agreement, and the Servicing Assessment and Attestation Report required to be provided by
the Company and by any Subservicer or Subcontractor pursuant to the Agreement, have been
provided to the [Depositor] [Master Servicer]. Any material instances of noncompliance
described in such reports have been disclosed to the [Depositor] [Master Servicer]. Any
material instance of noncompliance with the Servicing Criteria has been disclosed in such
reports.
1.
Date: _________________________
By: ________________________________
Name:
Title:
EXHIBIT B
SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
The assessment of compliance to be delivered by [the Company] [Name of Subservicer] shall
address, at a minimum, the criteria identified as below as "Applicable Servicing Criteria":
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Applicable Servicing
Servicing Criteria Criteria
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Reference Criteria
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General Servicing Considerations
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1122(d)(1)(i) Policies and procedures are instituted to monitor any performance x
or other triggers and events of default in accordance with the
transaction agreements.
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1122(d)(1)(ii) If any material servicing activities are outsourced to third x
parties, policies and procedures are instituted to monitor the
third party's performance and compliance with such servicing
activities.
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1122(d)(1)(iii) Any requirements in the transaction agreements to maintain a
back-up servicer for the mortgage loans are maintained.
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1122(d)(1)(iv) A fidelity bond and errors and omissions policy is in effect on the x
party participating in the servicing function throughout the
reporting period in the amount of coverage required by and
otherwise in accordance with the terms of the transaction
agreements.
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Cash Collection and Administration
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1122(d)(2)(i) Payments on mortgage loans are deposited into the appropriate x
custodial bank accounts and related bank clearing accounts no more
than two business days following receipt, or such other number of
days specified in the transaction agreements.
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1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an obligor or to x
an investor are made only by authorized personnel.
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1122(d)(2)(iii) Advances of funds or guarantees regarding collections, cash flows x
or distributions, and any interest or other fees charged for such
advances, are made, reviewed and approved as specified in the
transaction agreements.
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The related accounts for the transaction, such as cash reserve
accounts or accounts established as a form of
overcollateralization, are separately maintained (e.g., with x
respect to commingling of cash) as set forth in the transaction
1122(d)(2)(iv) agreements.
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1122(d)(2)(v) Each custodial account is maintained at a federally insured x
depository institution as set forth in the transaction agreements.
For purposes of this criterion, "federally insured depository
institution" with respect to a foreign financial institution means
a foreign financial institution that meets the requirements of Rule
13k-1(b)(1) of the Securities Exchange Act.
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1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent unauthorized
access.
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1122(d)(2)(vii) Reconciliations are prepared on a monthly basis for all x
asset-backed securities related bank accounts, including custodial
accounts and related bank clearing accounts. These reconciliations
are (A) mathematically accurate; (B) prepared within 30 calendar
days after the bank statement cutoff date, or such other number of
days specified in the transaction agreements; (C) reviewed and
approved by someone other than the person who prepared the
reconciliation; and (D) contain explanations for reconciling items.
These reconciling items are resolved within 90 calendar days of
their original identification, or such other number of days
specified in the transaction agreements.
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Investor Remittances and Reporting
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1122(d)(3)(i) Reports to investors, including those to be filed with the X
Commission, are maintained in accordance with the transaction
agreements and applicable Commission requirements. Specifically,
such reports (A) are prepared in accordance with timeframes and
other terms set forth in the transaction agreements; (B) provide
information calculated in accordance with the terms specified in
the transaction agreements; (C) are filed with the Commission as
required by its rules and regulations; and (D) agree with
investors' or the trustee's records as to the total unpaid
principal balance and number of mortgage loans serviced by the
Servicer.
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1122(d)(3)(ii) Amounts due to investors are allocated and remitted in accordance X
with timeframes, distribution priority and other terms set forth in
the transaction agreements.
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Disbursements made to an investor are posted within two business
days to the Servicer's investor records, or such other number of X
1122(d)(3)(iii) days specified in the transaction agreements.
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Amounts remitted to investors per the investor reports agree with
cancelled checks, or other form of payment, or custodial bank X
1122(d)(3)(iv) statements.
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Pool Asset Administration X
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1122(d)(4)(i) Collateral or security on mortgage loans is maintained as required X
by the transaction agreements or related mortgage loan documents.
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Mortgage loan and related documents are safeguarded as required by X
1122(d)(4)(ii) the transaction agreements
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1122(d)(4)(iii) Any additions, removals or substitutions to the asset pool are X
made, reviewed and approved in accordance with any conditions or
requirements in the transaction agreements.
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1122(d)(4)(iv) Payments on mortgage loans, including any payoffs, made in X
accordance with the related mortgage loan documents are posted to
the Servicer's obligor records maintained no more than two business
days after receipt, or such other number of days specified in the
transaction agreements, and allocated to principal, interest or
other items (e.g., escrow) in accordance with the related mortgage
loan documents.
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1122(d)(4)(v) The Servicer's records regarding the mortgage loans agree with the X
Servicer's records with respect to an obligor's unpaid principal
balance.
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1122(d)(4)(vi) Changes with respect to the terms or status of an obligor's X
mortgage loans (e.g., loan modifications or re-agings) are made,
reviewed and approved by authorized personnel in accordance with
the transaction agreements and related pool asset documents.
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1122(d)(4)(vii) Loss mitigation or recovery actions (e.g., forbearance plans, X
modifications and deeds in lieu of foreclosure, foreclosures and
repossessions, as applicable) are initiated, conducted and
concluded in accordance with the timeframes or other requirements
established by the transaction agreements.
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1122(d)(4)(viii) Records documenting collection efforts are maintained during the X
period a mortgage loan is delinquent in accordance with the
transaction agreements. Such records are maintained on at least a
monthly basis, or such other period specified in the transaction
agreements, and describe the entity's activities in monitoring
delinquent mortgage loans including, for example, phone calls,
letters and payment rescheduling plans in cases where delinquency
is deemed temporary (e.g., illness or unemployment).
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1122(d)(4)(ix) Adjustments to interest rates or rates of return for mortgage loans
with variable rates are computed based on the related mortgage loan
documents.
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1122(d)(4)(x) Regarding any funds held in trust for an obligor (such as escrow
accounts): (A) such funds are analyzed, in accordance with the
obligor's mortgage loan documents, on at least an annual basis, or
such other period specified in the transaction agreements; (B)
interest on such funds is paid, or credited, to obligors in
accordance with applicable mortgage loan documents and state laws;
and (C) such funds are returned to the obligor within 30 calendar
days of full repayment of the related mortgage loans, or such other
number of days specified in the transaction agreements.
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1122(d)(4)(xi) Payments made on behalf of an obligor (such as tax or insurance
payments) are made on or before the related penalty or expiration
dates, as indicated on the appropriate bills or notices for such
payments, provided that such support has been received by the
servicer at least 30 calendar days prior to these dates, or such
other number of days specified in the transaction agreements.
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1122(d)(4)(xii) Any late payment penalties in connection with any payment to be
made on behalf of an obligor are paid from the servicer's funds and
not charged to the obligor, unless the late payment was due to the
obligor's error or omission.
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Disbursements made on behalf of an obligor are posted within two
business days to the obligor's records maintained by the servicer,
or such other number of days specified in the transaction
1122(d)(4)(xiii) agreements.
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1122(d)(4)(xiv) Delinquencies, charge-offs and uncollectible accounts are
recognized and recorded in accordance with the transaction
agreements.
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Any external enhancement or other support, identified in Item
1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained
1122(d)(4)(xv) as set forth in the transaction agreements.
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[NAME OF COMPANY] [NAME OF SUBSERVICER]
Date: _________________________
By: ________________________________
Name:
Title:
EXHIBIT H-5
EMC MORTGAGE CORPORATION
Purchaser,
MID AMERICA BANK, FSB
Company,
PURCHASE, WARRANTIES AND SERVICING AGREEMENT
Dated as of February 1, 2006
(Fixed and Adjustable Rate Mortgage Loans)
This is a Purchase, Warranties and Servicing Agreement, dated as of February 1, 2006 and is
executed between EMC MORTGAGE CORPORATION, as Purchaser, with offices located at Mac Arthur Ridge II,
909 Hidden Ridge Drive, Suite 200, Irving, Texas75038, and Mid America Bank, fsb, with offices located
at 2650 Warrenville Road, Suite 500, Downers Grove, Illinois60515.
W I T N E S S E T H :
WHEREAS, the Purchaser has heretofore agreed to purchase from the Company and the Company has
heretofore agreed to sell to the Purchaser, from time to time, certain Mortgage Loans on a servicing
retained basis;
WHEREAS, each of the Mortgage Loans is secured by a mortgage, deed of trust or other security
instrument creating a first lien on a residential dwelling located in the jurisdiction indicated on the
Mortgage Loan Schedule, which is annexed to the related Term Sheet; and
WHEREAS, the Purchaser and the Company wish to prescribe the representations and warranties of
the Company with respect to itself and the Mortgage Loans and the management, servicing and control of
the Mortgage Loans;
NOW, THEREFORE, in consideration of the mutual agreements hereinafter set forth, and for other
good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Purchaser
and the Company agree as follows:
ARTICLE I
DEFINITIONSSection 1.01 Defined Terms.
Whenever used in this Agreement, the following words and phrases, unless the context otherwise
requires, shall have the following meaning specified in this Article:
Accepted Servicing Practices: With respect to any Mortgage Loan, those mortgage servicing
practices (including collection procedures) of prudent mortgage banking institutions which service
mortgage loans of the same type as such Mortgage Loan in the jurisdiction where the related Mortgaged
Property is located, and which are in accordance with Fannie Mae servicing practices and procedures, for
MBS pool mortgages, as defined in the Fannie Mae Guides including future updates.
Adjustment Date: With respect to each adjustable rate Mortgage Loan, the date on which the
Mortgage Interest Rate is adjusted in accordance with the terms of the related Mortgage Note.
Agreement: This Purchase, Warranties and Servicing Agreement including all exhibits hereto,
amendments hereof and supplements hereto.
Appraised Value: With respect to any Mortgaged Property, the value thereof as determined by an
appraisal made for the originator of the Mortgage Loan at the Origination Date of the Mortgage Loan by a
Qualified Appraiser.
Assignment: An individual assignment of the Mortgage, notice of transfer or equivalent
instrument, in recordable form, sufficient under the laws of the jurisdiction wherein the related
Mortgaged Property is located to reflect of record the sale or transfer of the Mortgage Loan.
BIF: The Bank Insurance Fund, or any successor thereto.
Business Day: Any day other than: (i) a Saturday or Sunday, or (ii) a legal holiday in the
State of New York or State of Illinois, or (iii) a day on which banks in the State of New York or State
of Illinois are authorized or obligated by law or executive order to be closed.
Closing Date: With respect to any Mortgage Loan, the date stated on the related Term Sheet.
Code: The Internal Revenue Code of 1986, or any successor statute thereto.
Company: Mid America Bank, fsb, its successors in interest and assigns, as permitted by
this Agreement.
Company's Officer's Certificate: A certificate signed by the Chairman of the Board, President,
any Vice President, Secretary or Treasurer of the Company stating the date by which the Company expects
to receive any missing documents sent for recording from the applicable recording office.
Condemnation Proceeds: All awards or settlements in respect of a Mortgaged Property, whether
permanent or temporary, partial or entire, by exercise of the power of eminent domain or condemnation,
to the extent not required to be released to a Mortgagor in accordance with the terms of the related
Mortgage Loan Documents.
Confirmation: The trade confirmation letter between the Purchaser and the Company which
relates to the Mortgage Loans.
Consumer Information: Information including, but not limited to, all personal information about
Mortgagors that is supplied to the Purchaser by or on behalf of the Company.
Co-op Lease: With respect to a Co-op Loan, the lease with respect to a dwelling unit occupied
by the Mortgagor and relating to the stock allocated to the related dwelling unit.
Co-op Loan: A Mortgage Loan secured by the pledge of stock allocated to a dwelling unit in a
residential cooperative housing corporation and a collateral assignment of the related Co-op Lease.
Current Appraised Value: With respect to any Mortgaged Property, the value thereof as
determined by an appraisal made for the Company (by a Qualified Appraiser) at the request of a Mortgagor
for the purpose of canceling a Primary Mortgage Insurance Policy in accordance with federal, state and
local laws and regulations or otherwise made at the request of the Company or Mortgagor.
Current LTV: The ratio of the Stated Principal Balance of a Mortgage Loan to the Current
Appraised Value of the Mortgaged Property.
Custodial Account: Each separate demand account or accounts created and maintained pursuant to
Section 4.04 which shall be entitled "Mid America Bank, fsb, in trust for the [Purchaser], Owner of
Mortgage Loans" and shall be established in an Eligible Account, in the name of the Person that is the
"Purchaser" with respect to the related Mortgage Loans.
Custodian: With respect to any Mortgage Loan, the entity stated on the related Term Sheet, and
its successors and assigns, as custodian for the Purchaser.
Cut-off Date: With respect to any Mortgage Loan, the date stated on the related Term Sheet.
Determination Date: The 15th day (or if such 15th day is not a Business Day, the Business Day
immediately preceding such 15th day) of the month of the related Remittance Date.
Due Date: With respect to each Mortgage Loan, the day of the month on which the Monthly Payment
is due on a Mortgage Loan, exclusive of any days of grace, which is the first day of the month.
Due Period: With respect to any Remittance Date, the period commencing on the second day of
the month preceding the month of such Remittance Date and ending on the first day of the month of the
Remittance Date.
Electronic Transmission: As defined in Section 11.14.
Eligible Account: An account established and maintained: (i) within FDIC insured accounts
created, maintained and monitored by the Company so that all funds deposited therein are fully insured,
or (ii) as a trust account with the corporate trust department of a depository institution or trust
company organized under the laws of the United States of America or any one of the states thereof or the
District of Columbia which is not affiliated with the Company (or any sub-servicer) or (iii) with an
entity which is an institution whose deposits are insured by the FDIC, the unsecured and
uncollateralized long-term debt obligations of which shall be rated "A2" or higher by Standard & Poor's
and "A" or higher by Fitch, Inc. or one of the two highest short-term ratings by any applicable Rating
Agency, and which is either (a) a federal savings association duly organized, validly existing and in
good standing under the federal banking laws, (b) an institution duly organized, validly existing and in
good standing under the applicable banking laws of any state, (c) a national banking association under
the federal banking laws, or (d) a principal subsidiary of a bank holding company, or (iv) if ownership
of the Mortgage Loans is evidenced by mortgaged-backed securities, the equivalent required ratings of
each Rating Agency, and held such that the rights of the Purchaser and the owner of the Mortgage Loans
shall be fully protected against the claims of any creditors of the Company (or any sub-servicer) and of
any creditors or depositors of the institution in which such account is maintained or (v) in a separate
non-trust account without FDIC or other insurance in an Eligible Institution. In the event that a
Custodial Account is established pursuant to clause (iii), (iv) or (v) of the preceding sentence, the
Company shall provide the Purchaser with written notice on the Business Day following the date on which
the applicable institution fails to meet the applicable ratings requirements.
Eligible Institution: An institution having (i) the highest short-term debt rating, and one of
the two highest long-term debt ratings of each Rating Agency; or (ii) with respect to any Custodial
Account, an unsecured long-term debt rating of at least one of the two highest unsecured long-term debt
ratings of each Rating Agency.
Equity Take-Out Refinanced Mortgage Loan: A Refinanced Mortgage Loan the proceeds of which
were in excess of the outstanding principal balance of the existing mortgage loan as defined in the
Fannie Mae Guide(s).
Escrow Account: Each separate trust account or accounts created and maintained pursuant to
Section 4.06 which shall be entitled "Mid America Bank, fsb, in trust for the [Purchaser], Owner of
Mortgage Loans, and various Mortgagors", in the name of the Person that is the "Purchaser" with respect
to the related Mortgage Loans.
Escrow Payments: With respect to any Mortgage Loan, the amounts constituting ground rents,
taxes, assessments, water rates, sewer rents, municipal charges, mortgage insurance premiums, fire and
hazard insurance premiums, condominium charges, and any other payments required to be escrowed by the
Mortgagor with the mortgagee pursuant to the Mortgage or any other related document.
Event of Default: Any one of the conditions or circumstances enumerated in Section 9.01.
Fannie Mae: The Federal National Mortgage Association, or any successor thereto.
Fannie Mae Guide(s): The Fannie Mae Selling Guide and the Fannie Mae Servicing Guide and all
amendments or additions thereto.
FDIC: The Federal Deposit Insurance Corporation, or any successor thereto.
FHLMC: The Federal Home Loan Mortgage Corporation, or any successor thereto.
FHLMC Guide: The FHLMC Single Family Seller/Servicer Guide and all amendments or additions
thereto.
Fidelity Bond: A fidelity bond to be maintained by the Company pursuant to Section 4.12.
FIRREA: The Financial Institutions Reform, Recovery, and Enforcement Act of 1989, as amended,
from time to time, and in effect.
First Remittance Date: With respect to any Mortgage Loan, the Remittance Date occurring in the
month following the month in which the related Closing Date occurs.
GAAP: Generally accepted accounting principles in the United States of America, consistently
applied.
HUD: The United States Department of Housing and Urban Development, or any successor thereto.
Index: With respect to any adjustable rate Mortgage Loan, the index identified on the
Mortgage Loan Schedule and set forth in the related Mortgage Note for the purpose of calculating the
interest rate thereon.
Initial Rate Cap: With respect to each adjustable rate Mortgage Loan, where applicable, the
maximum increase or decrease in the Mortgage Interest Rate on the first Adjustment Date.
Insurance Proceeds: With respect to each Mortgage Loan, proceeds of insurance policies
insuring the Mortgage Loan or the related Mortgaged Property.
Lender Paid Mortgage Insurance Rate: A rate per annum equal to the percentage shown on the
Mortgage Loan Schedule.
Lender Primary Mortgage Insurance Policy: Any Primary Mortgage Insurance Policy for which
premiums are paid by the Company.
Lifetime Rate Cap: With respect to each adjustable rate Mortgage Loan, the maximum Mortgage
Interest Rate over the term of such Mortgage Loan.
Liquidation Proceeds: The proceeds received in connection with the liquidation of a defaulted
Mortgage Loan, whether through the sale or assignment of such Mortgage Loan, trustee's sale, foreclosure
sale or otherwise.
Loan-to-Value Ratio or LTV: With respect to any Mortgage Loan, the ratio of the original
outstanding principal amount of the Mortgage Loan, to (i) the Appraised Value of the Mortgaged Property
with respect to a Refinanced Mortgage Loan, and (ii) the lesser of the Appraised Value of the Mortgaged
Property or the Sales Price of the Mortgaged Property with respect to all other Mortgage Loans.
Margin: With respect to each adjustable rate Mortgage Loan, the fixed percentage amount set
forth in each related Mortgage Note which is added to the Index in order to determine the related
Mortgage Interest Rate, as set forth in the Mortgage Loan Schedule.
Monthly Advance: The aggregate of the advances made by the Company on any Remittance Date
pursuant to Section 5.03.
Monthly Payment: The scheduled monthly payment of principal and interest on a Mortgage Loan
which is payable by a Mortgagor under the related Mortgage Note.
Mortgage: With respect to each Mortgage Loan, the mortgage, deed of trust or other instrument
securing a Mortgage Note which creates a first lien or first priority ownership in an estate in fee
simple in real property on the Mortgaged Property.
Mortgage File: The Mortgage Loan Documents pertaining to a particular Mortgage Loan, and any
additional documents required to be added to the Mortgage File pursuant to this Agreement.
Mortgage Impairment Insurance Policy: A mortgage impairment or blanket hazard insurance policy
as described in Section 4.11.
Mortgage Interest Rate: The annual rate at which interest accrues on any Mortgage Loan, which
may be adjusted from time to time for an adjustable rate Mortgage Loan, in accordance with the
provisions of the related Mortgage Note.
Mortgage Loan: Each mortgage loan originally sold to the Purchaser and subject to this
Agreement being identified on the Mortgage Loan Schedule attached to the related Term Sheet, which
Mortgage Loan includes without limitation the Mortgage File, the Monthly Payments, Principal
Prepayments, Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds, REO Disposition Proceeds,
and all other rights, benefits, proceeds and obligations arising from or in connection with such
Mortgage Loan, excluding replaced or repurchased Mortgage Loans.
Mortgage Loan Documents: The documents listed in Exhibit A hereto pertaining to any Mortgage
Loan.
Mortgage Loan Remittance Rate: With respect to each Mortgage Loan, the annual rate of interest
remitted to the Purchaser, which shall be equal to the Mortgage Interest Rate minus the Servicing Fee
Rate minus the Lender Paid Mortgage Insurance Rate.
Mortgage Loan Schedule: The schedule of Mortgage Loans annexed to the related Term Sheet, such
schedule setting forth the following information with respect to each Mortgage Loan sold pursuant to
such Term Sheet:
(1) the Company's Mortgage Loan identifying number;
(2) the Mortgagor's first and last name;
(3) the street address of the Mortgaged Property including the city, state and zip code;
(4) a code indicating whether the Mortgaged Property is owner-occupied, a second home or
an investor property;
(5) the type of residential property constituting the Mortgaged Property;
(8) the original months to maturity of the Mortgage Loan;
(9) the remaining months to maturity from the related Cut-off Date, based on the original
amortization schedule and, if different, the maturity expressed in the same manner but based on the
actual amortization schedule;
(8) the Sales Price, if applicable, Appraised Value and Loan-to-Value Ratio;
(9) the Mortgage Interest Rate as of origination and as of the related Cut-off Date; with
respect to each adjustable rate Mortgage Loan, the initial Adjustment Date, the next Adjustment Date
immediately following the related Cut-off Date, the Index, the Margin, the Initial Rate Cap, if any,
Periodic Rate Cap, if any, minimum Mortgage Interest Rate under the terms of the Mortgage Note and the
Lifetime Rate Cap;
(10) the Origination Date of the Mortgage Loan;
(11) the stated maturity date;
(12) the amount of the Monthly Payment at origination;
(13) the amount of the Monthly Payment as of the related Cut-off Date;
(14) the original principal amount of the Mortgage Loan;
(15) the scheduled Stated Principal Balance of the Mortgage Loan as of the close of
business on the related Cut-off Date, after deduction of payments of principal due on or before the
related Cut-off Date whether or not collected;
(16) a code indicating the purpose of the Mortgage Loan (i.e., purchase, rate and term
refinance, Equity Take-Out Refinanced Mortgage Loan);
(17) a code indicating the documentation style (i.e. full, alternative, etc.);
(18) the number of times during the twelve (12) month period preceding the related Closing
Date that any Monthly Payment has been received after the month of its scheduled Due Date;
(19) the date on which the first payment is or was due;
(21) a code indicating whether or not the Mortgage Loan is the subject of a Primary
Mortgage Insurance Policy and the name of the related insurance carrier;
(21) a code indicating whether or not the Mortgage Loan is currently convertible and the
conversion spread;
(22) the last Due Date on which a Monthly Payment was actually applied to the unpaid
principal balance of the Mortgage Loan.
(23) product type (i.e. fixed, adjustable, 3/1, 5/1, etc.);
(25) credit score, if applicable;
(25) a code indicating whether or not the Mortgage Loan is the subject of a Lender Primary
Mortgage Insurance Policy and the name of the related insurance carrier and the Lender Paid Mortgage
Insurance Rate;
(32) a code indicating whether or not the Mortgage Loan has a prepayment penalty and if so,
the amount and term thereof;
(33) the Current Appraised Value of the Mortgage Loan and Current LTV, if applicable;
(34) whether such Mortgage Loan is a "Home Loan", "Covered Home Loan", "Manufactured
Housing" or "Home Improvement Loan" as defined in the New Jersey Home Ownership Security Act of 2002;
(35) whether the Mortgage Loan has a mandatory arbitration clause; and
(36) whether the Mortgage Loan is "interest-only""negative amortization".
With respect to the Mortgage Loans in the aggregate, the Mortgage Loan Schedule attached to the
related Term Sheet shall set forth the following information, as of the related Cut-off Date:
(1) the number of Mortgage Loans;
(2) the current aggregate outstanding principal balance of the Mortgage Loans;
(3) the weighted average Mortgage Interest Rate of the Mortgage Loans;
(4) the weighted average maturity of the Mortgage Loans; and
(5) the weighted average months to next Adjustment Date;
Mortgage Note: The original executed note or other evidence of the indebtedness of a Mortgagor
secured by a Mortgage.
Mortgaged Property: With respect to each Mortgage Loan, the underlying real property securing
repayment of the related Mortgage Note, consisting of a single parcel of real estate considered to be
real estate under the laws of the state in which such real property is located which may include
condominium units and planned unit developments, improved by a residential dwelling; except that with
respect to real property located in jurisdictions in which the use of leasehold estates for residential
properties is a widely-accepted practice, a leasehold estate of the Mortgage, the term of which is equal
to or longer than the term of the Mortgage.
Mortgagor: With respect to each Mortgage Loan, the obligor on the related Mortgage Note.
Nonrecoverable Advance: Any portion of a Monthly Advance or Servicing Advance previously made
or proposed to be made by the Company pursuant to this Agreement, that, in the good faith judgment of
the Company, will not or, in the case of a proposed advance, would not, be ultimately recoverable by it
from the related Mortgagor or the related Liquidation Proceeds, Insurance Proceeds, Condemnation
Proceeds or otherwise with respect to the related Mortgage Loan.
Officers' Certificate: A certificate signed by the Chairman of the Board, the Vice Chairman of
the Board, the President, a Senior Vice President or a Vice President or by the Treasurer or the
Secretary or one of the Assistant Treasurers or Assistant Secretaries of the Company, and delivered to
the Purchaser as required by this Agreement.
Opinion of Counsel: A written opinion of counsel, who may be an employee of the party on
behalf of whom the opinion is being given, reasonably acceptable to the Purchaser.
Origination Date: The date on which a Mortgage Loan funded, which date shall not, in
connection with a Refinanced Mortgage Loan, be the date of the funding of the debt being refinanced, but
rather the closing of the debt currently outstanding under the terms of the Mortgage Loan Documents.
OTS: Office of Thrift Supervision, or any successor thereto.
Pass-Through Transfer: Any transaction involving either (1) a sale or other transfer of some or
all of the Mortgage Loans directly or indirectly to an issuing entity in connection with an issuance of
publicly offered or privately placed, rated or unrated mortgage-backed securities or (2) an issuance of
publicly offered or privately placed, rated or unrated securities, the payments on which are determined
primarily by reference to one or more portfolios of residential mortgage loans consisting, in whole or
in part, of some or all of the Mortgage Loans.
Periodic Rate Cap: With respect to each adjustable rate Mortgage Loan, the maximum increase or
decrease in the Mortgage Interest Rate on any Adjustment Date, as set forth in the related Mortgage Note
and the related Mortgage Loan Schedule.
Permitted Investments: Any one or more of the following obligations or securities:
(i) direct obligations of, and obligations fully guaranteed by the United States
of America or any agency or instrumentality of the United States of America the
obligations of which are backed by the full faith and credit of the United States of
America;
(ii) (a) demand or time deposits, federal funds or bankers' acceptances issued by any
depository institution or trust company incorporated under the laws of the United States of America
or any state thereof and subject to supervision and examination by federal and/or state banking
authorities, provided that the commercial paper and/or the short-term deposit rating and/or the
long-term unsecured debt obligations or deposits of such depository institution or trust company at
the time of such investment or contractual commitment providing for such investment are rated in
one of the two highest rating categories by each Rating Agency and (b) any other demand or time
deposit or certificate of deposit that is fully insured by the FDIC;
(iii) repurchase obligations with a term not to exceed thirty (30) days and with
respect to (a) any security described in clause (i) above and entered into with a
depository institution or trust company (acting as principal) described in clause
(ii)(a) above;
(iv) securities bearing interest or sold at a discount issued by any corporation
incorporated under the laws of the United States of America or any state thereof that
are rated in one of the two highest rating categories by each Rating Agency at the
time of such investment or contractual commitment providing for such investment;
provided, however, that securities issued by any particular corporation will not be
Permitted Investments to the extent that investments therein will cause the then
outstanding principal amount of securities issued by such corporation and held as
Permitted Investments to exceed 10% of the aggregate outstanding principal balances of
all of the Mortgage Loans and Permitted Investments;
(v) commercial paper (including both non-interest-bearing discount obligations and
interest-bearing obligations payable on demand or on a specified date not more than
one year after the date of issuance thereof) which are rated in one of the two highest
rating categories by each Rating Agency at the time of such investment;
(vi) any other demand, money market or time deposit, obligation, security or
investment as may be acceptable to each Rating Agency as evidenced in writing by each
Rating Agency; and
(vii) any money market funds the collateral of which consists of obligations fully
guaranteed by the United States of America or any agency or instrumentality of the
United States of America the obligations of which are backed by the full faith and
credit of the United States of America (which may include repurchase obligations
secured by collateral described in clause (i)) and other securities and which money
market funds are rated in one of the two highest rating categories by each Rating
Agency;
provided, however, that no instrument or security shall be a Permitted Investment if such instrument or
security evidences a right to receive only interest payments with respect to the obligations underlying
such instrument or if such security provides for payment of both principal and interest with a yield to
maturity in excess of 120% of the yield to maturity at par or if such investment or security is
purchased at a price greater than par.
Person: Any individual, corporation, partnership, joint venture, association, joint-stock
company, limited liability company, trust, unincorporated organization or government or any agency or
political subdivision thereof.
Prepayment Interest Shortfall: With respect to any Remittance Date, for each Mortgage Loan
that was the subject of a Principal Prepayment during the related Prepayment Period, an amount equal to
the excess of one month's interest at the applicable Mortgage Loan Remittance Rate on the amount of such
Principal Prepayment over the amount of interest (adjusted to the Mortgage Loan Remittance Rate)
actually paid by the related Mortgagor with respect to such Prepayment Period.
Prepayment Period: With respect to any Remittance Date, the calendar month preceding the
month in which such Remittance Date occurs.
Primary Mortgage Insurance Policy: Each primary policy of mortgage insurance represented to be
in effect pursuant to Section 3.02(hh), or any replacement policy therefor obtained by the Company
pursuant to Section 4.08.
Prime Rate: The prime rate announced to be in effect from time to time as published as the
average rate in the Wall Street Journal (Northeast Edition).
Principal Prepayment: Any payment or other recovery of principal on a Mortgage Loan full or
partial which is received in advance of its scheduled Due Date, including any prepayment penalty or
premium thereon and which is not accompanied by an amount of interest representing scheduled interest
due on any date or dates in any month or months subsequent to the month of prepayment.
Purchase Price: As defined in Section 2.02.
Purchaser: EMC Mortgage Corporation, its successors in interest and assigns.
Qualified Appraiser: An appraiser, duly appointed by the Company, who had no interest, direct
or indirect in the related Mortgaged Property or in any loan made on the security thereof, and whose
compensation is not affected by the approval or disapproval of the Mortgage Loan, and such appraiser and
the appraisal made by such appraiser both satisfy the requirements of Title XI of FIRREA and the
regulations promulgated thereunder, all as in effect on the date the Mortgage Loan was originated.
Qualified Insurer: A mortgage insurance company duly authorized and licensed as such under the
laws of the states in which the related Mortgaged Property is located and approved as an insurer by
Fannie Mae or FHLMC.
Rating Agency: Standard & Poor's, Fitch, Inc. or, in the event that some or all of the
ownership of the Mortgage Loans is evidenced by mortgage-backed securities, the nationally recognized
rating agencies issuing ratings with respect to such securities, if any.
Reconstituted Mortgage Loans: As defined in Section 11.19.
Reconstitution: As defined in Section 11.18.
Reconstitution Agreement: As defined in Section 11.18.
Reconstitution Date: As defined in Section 11.18.
Refinanced Mortgage Loan: A Mortgage Loan which was made to a Mortgagor who owned the
Mortgaged Property prior to the origination of such Mortgage Loan and the proceeds of which were used in
whole or part to satisfy an existing mortgage.
REMIC: A "real estate mortgage investment conduit," as such term is defined in Section 860D of
the Code.
REMIC Provisions: The provisions of the federal income tax law relating to REMICs, which
appear at Sections 860A through 860G of the Code, and the related provisions and regulations promulgated
thereunder, as the foregoing may be in effect from time to time.
Remittance Date: The 18th day of any month, beginning with the First Remittance Date, or if
such 18th day is not a Business Day, the first Business Day immediately preceding such 18th day.
REO Disposition: The final sale by the Company of any REO Property.
REO Disposition Proceeds: Amounts received by the Company in connection with a related REO
Disposition.
REO Property: A Mortgaged Property acquired by the Company on behalf of the Purchaser as
described in Section 4.13.
Repurchase Price: With respect to any Mortgage Loan, a price equal to (i) the product of the
greater of (x) 100% or (y) the percentage of par as stated in the related Term Sheet; multiplied by the
Stated Principal Balance of such Mortgage Loan on the repurchase date, plus (ii) interest on such Stated
Principal Balance at the Mortgage Loan Remittance Rate from the last date through which interest has
been paid and distributed to the Purchaser to the end of the month of repurchase, plus, (iii) reasonable
and necessary third party expenses incurred in connection with the transfer of the Mortgage Loan being
repurchased; less amounts received or advanced in respect of such repurchased Mortgage Loan which are
being held in the Custodial Account for distribution in the month of repurchase.
SAIF: The Savings Association Insurance Fund, or any successor thereto.
Sales Price: With respect to any Mortgage Loan the proceeds of which were used by the
Mortgagor to acquire the related Mortgaged Property, the amount paid by the related Mortgagor for such
Mortgaged Property.
Servicing Advances: All customary, reasonable and necessary "out of pocket" costs and expenses
(including reasonable attorneys' fees and disbursements) incurred in the performance by the Company of
its servicing obligations, including, but not limited to, the cost of (a) the preservation, restoration
and protection of the Mortgaged Property, (b) any enforcement, administrative or judicial proceedings,
or any legal work or advice specifically related to servicing the Mortgage Loans, including but not
limited to, foreclosures, bankruptcies, condemnations, drug seizures, elections, foreclosures by
subordinate or superior lienholders, and other legal actions incidental to the servicing of the Mortgage
Loans (provided that such expenses are reasonable and that the Company specifies the Mortgage Loan(s) to
which such expenses relate and, upon the Purchaser's request, provides documentation supporting such
expense (which documentation would be acceptable to Fannie Mae), and provided further that any such
enforcement, administrative or judicial proceeding does not arise out of a breach of any representation,
warranty or covenant of the Company hereunder), (c) the management and liquidation of the Mortgaged
Property if the Mortgaged Property is acquired in full or partial satisfaction of the Mortgage, (d)
taxes, assessments, water rates, sewer rates and other charges which are or may become a lien upon the
Mortgaged Property, and Primary Mortgage Insurance Policy premiums and fire and hazard insurance
coverage, (e) any expenses reasonably sustained by the Company with respect to the liquidation of the
Mortgaged Property in accordance with the terms of this Agreement and (f) compliance with the
obligations under Section 4.08.
Servicing Fee: With respect to each Mortgage Loan, the amount of the annual fee the Purchaser
shall pay to the Company, which shall, for a period of one full month, be equal to one-twelfth of the
product of (a) the Servicing Fee Rate and (b) the unpaid principal balance of such Mortgage Loan. Such
fee shall be payable monthly, computed on the basis of the same principal amount and period respecting
which any related interest payment on a Mortgage Loan is computed. The obligation of the Purchaser to
pay the Servicing Fee is limited to, and the Servicing Fee is payable solely from, the interest portion
of such Monthly Payment collected by the Company, or as otherwise provided under Section 4.05(iii) and
in accordance with the Fannie Mae Guide(s). Any fee payable to the Company for administrative services
related to any REO Property as described in Section 4.13 shall be payable from Liquidation Proceeds of
the related REO Property.
Servicing Fee Rate: As set forth in the Term Sheet.
Servicing File: With respect to each Mortgage Loan, the file retained by the Company
consisting of originals of all documents in the Mortgage File which are not delivered to the Purchaser
and copies of the Mortgage Loan Documents listed in Exhibit A, the originals of which are delivered to
the Purchaser or its designee pursuant to Section 2.04.
Servicing Officer: Any officer of the Company involved in, or responsible for, the
administration and servicing of the Mortgage Loans whose name appears on a list of servicing officers
furnished by the Company to the Purchaser upon request, as such list may from time to time be amended.
Stated Principal Balance: As to each Mortgage Loan as of any date of determination, (i) the
principal balance of such Mortgage Loan at the Cut-off Date after giving effect to payments of principal
due on or before such date, whether or not received, minus (ii) all amounts previously distributed to
the Purchaser with respect to the Mortgage Loan representing payments or recoveries of principal or
advances in lieu thereof.
Subservicer: Any subservicer which is subservicing the Mortgage Loans pursuant to a
Subservicing Agreement. Any subservicer shall meet the qualifications set forth in Section 4.01.
Subservicing Agreement: An agreement between the Company and a Subservicer, if any, for the
servicing of the Mortgage Loans.
Term Sheet: A supplemental agreement in the form attached hereto as Exhibit I which shall be
executed and delivered by the Company and the Purchaser to provide for the sale and servicing pursuant
to the terms of this Agreement of the Mortgage Loans listed on Schedule I attached thereto, which
supplemental agreement shall contain certain specific information relating to such sale of such Mortgage
Loans and may contain additional covenants relating to such sale of such Mortgage Loans.
Whole Loan Transfer: As defined in Section 11.18.
ARTICLE II
PURCHASE OF MORTGAGE LOANS; SERVICING OF MORTGAGE LOANS;
RECORD TITLE AND POSSESSION OF MORTGAGE FILES;
BOOKS AND RECORDS; CUSTODIAL AGREEMENT;
DELIVERY OF MORTGAGE LOAN DOCUMENTS
Section 2.01 Agreement to Purchase.
From time to time, the Company agrees to sell and the Purchaser agrees to purchase the Mortgage
Loans having an aggregate Stated Principal Balance on the related Cut-off Date set forth in the related
Term Sheet in an amount as set forth in the Confirmation, or in such other amount as agreed by the
Purchaser and the Company as evidenced by the actual aggregate Stated Principal Balance of the Mortgage
Loans accepted by the Purchaser on the related Closing Date, with servicing retained by the Company.
The Company shall deliver the related Mortgage Loan Schedule attached to the related Term Sheet for the
Mortgage Loans to be purchased on the related Closing Date to the Purchaser at least two (2) Business
Days prior to the related Closing Date. The Mortgage Loans shall be sold pursuant to this Agreement, and
the related Term Sheet shall be executed and delivered on the related Closing Date.
Section 2.02 Purchase Price.
The "Purchase Price" for each Mortgage Loan shall be the percentage of par as stated in the
related Term Sheet, multiplied by the Stated Principal Balance, as of the related Cut-off Date, of the
Mortgage Loan listed on the related Mortgage Loan Schedule attached to the related Term Sheet, after
application of scheduled payments of principal due on or before the related Cut-off Date whether or not
collected.
In addition to the Purchase Price as described above, the Purchaser shall pay to the Company,
at closing, accrued interest on the Stated Principal Balance of each Mortgage Loan as of the related
Cut-off Date at the Mortgage Loan Remittance Rate of each Mortgage Loan from the related Cut-off Date
through the day prior to the related Closing Date, inclusive.
The Purchase Price plus accrued interest as set forth in the preceding paragraph shall be paid
on the related Closing Date by wire transfer of immediately available funds.
The Purchaser shall be entitled to (1) all scheduled principal due after the related Cut-off
Date, (2) all other recoveries of principal collected on or after the related Cut-off Date (provided,
however, that all scheduled payments of principal due on or before the related Cut-off Date and
collected by the Company or any successor servicer after the related Cut-off Date shall belong to the
Company), and (3) all payments of interest on the Mortgage Loans net of applicable Servicing Fees (minus
that portion of any such payment which is allocable to the period prior to the related Cut-off Date).
The Stated Principal Balance of each Mortgage Loan as of the related Cut-off Date is determined after
application of payments of principal due on or before the related Cut-off Date whether or not collected,
together with any unscheduled principal prepayments collected prior to the related Cut-off Date;
provided, however, that payments of scheduled principal and interest prepaid for a Due Date beyond the
related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such
prepaid amounts (minus the applicable Servicing Fee) shall be the property of the Purchaser. The
Company shall deposit any such prepaid amounts into the Custodial Account, which account is established
for the benefit of the Purchaser for subsequent remittance by the Company to the Purchaser.
Section 2.03 [Reserved]
Section 2.04 Record Title and Possession of Mortgage Files; Maintenance of Servicing Files.
As of the related Closing Date, the Company sold, transferred, assigned, set over and conveyed
to the Purchaser, without recourse, on a servicing retained basis, and the Company hereby acknowledges
that the Purchaser has, but subject to the terms of this Agreement and the related Term Sheet, all the
right, title and interest of the Company in and to the Mortgage Loans. The Company will deliver the
Mortgage Files to the Custodian designated by the Purchaser, on or before the related Closing Date, at
the expense of the Company. The Company shall maintain a Servicing File consisting of a copy of the
contents of each Mortgage File and the originals of the documents in each Mortgage File not delivered to
the Purchaser. The Servicing File shall contain all documents necessary to service the Mortgage Loans.
The possession of each Servicing File by the Company is at the will of the Purchaser, for the sole
purpose of servicing the related Mortgage Loan, and such retention and possession by the Company is in a
custodial capacity only. From the related Closing Date, the ownership of each Mortgage Loan, including
the Mortgage Note, the Mortgage, the contents of the related Mortgage File and all rights, benefits,
proceeds and obligations arising therefrom or in connection therewith, has been vested in the
Purchaser. All rights arising out of the Mortgage Loans including, but not limited to, all funds
received on or in connection with the Mortgage Loans and all records or documents with respect to the
Mortgage Loans prepared by or which come into the possession of the Company shall be received and held
by the Company in trust for the benefit of the Purchaser as the owner of the Mortgage Loans. Any
portion of the Mortgage Files retained by the Company shall be appropriately identified in the Company's
computer system to clearly reflect the ownership of the Mortgage Loans by the Purchaser. The Company
shall release its custody of the contents of the Mortgage Files only in accordance with written
instructions of the Purchaser, except when such release is required as incidental to the Company's
servicing of the Mortgage Loans or is in connection with a repurchase of any Mortgage Loan or Loans with
respect thereto pursuant to this Agreement and the related Term Sheet, such written instructions shall
not be required.
Section 2.05 Books and Records.
The sale of each Mortgage Loan shall be reflected on the Company's balance sheet and other
financial statements as a sale of assets by the Company. The Company shall be responsible for
maintaining, and shall maintain, a complete set of books and records for the Mortgage Loans that shall
be appropriately identified in the Company's computer system to clearly reflect the ownership of the
Mortgage Loan by the Purchaser. In particular, the Company shall maintain in its possession, available
for inspection by the Purchaser, or its designee and shall deliver to the Purchaser upon demand,
evidence of compliance with all federal, state and local laws, rules and regulations, and requirements
of Fannie Mae or FHLMC, as applicable, including but not limited to documentation as to the method used
in determining the applicability of the provisions of the Flood Disaster Protection Act of 1973, as
amended, to the Mortgaged Property, documentation evidencing insurance coverage of any condominium
project as required by Fannie Mae or FHLMC, and periodic inspection reports as required by Section
4.13. To the extent that original documents are not required for purposes of realization of Liquidation
Proceeds or Insurance Proceeds, documents maintained by the Company may be in the form of microfilm or
microfiche.
The Company shall maintain with respect to each Mortgage Loan and shall make available for
inspection by the Purchaser or its designee the related Servicing File during the time the Purchaser
retains ownership of a Mortgage Loan and thereafter in accordance with applicable laws and regulations.
In addition to the foregoing, the Company shall provide to any supervisory agents or examiners
that regulate the Purchaser, including but not limited to, the OTS, the FDIC and other similar entities,
access, during normal business hours, upon reasonable advance notice to the Company and without cost to
the Company or such supervisory agents or examiners, to any documentation regarding the Mortgage Loans
that may be required by any applicable regulator.
Section 2.06. Transfer of Mortgage Loans.
The Company shall keep at its servicing office books and records in which, subject to such
reasonable regulations as it may prescribe, the Company shall note transfers of Mortgage Loans. No
transfer of a Mortgage Loan may be made unless such transfer is in compliance with the terms hereof.
For the purposes of this Agreement, the Company shall be under no obligation to deal with any person
with respect to this Agreement or any Mortgage Loan unless a notice of the transfer of such Mortgage
Loan has been delivered to the Company in accordance with this Section 2.06 and the books and records of
the Company show such person as the owner of the Mortgage Loan. The Purchaser may, subject to the terms
of this Agreement, sell and transfer one or more of the Mortgage Loans; provided, however, that the
transferee will not be deemed to be a Purchaser hereunder binding upon the Company unless such
transferee shall agree in writing to be bound by the terms of this Agreement and an original counterpart
of the instrument of transfer in an Assignment and Assumption of this Agreement substantially in the
form of Exhibit D hereto executed by the transferee shall have been delivered to the Company. The
Purchaser also shall advise the Company of the transfer. Upon receipt of notice of the transfer, the
Company shall mark its books and records to reflect the ownership of the Mortgage Loans of such
assignee, and the previous Purchaser shall be released from its obligations hereunder with respect to
the Mortgage Loans sold or transferred.
Section 2.07 Delivery of Mortgage Loan Documents.The Company shall deliver and release to the Purchaser or its designee the Mortgage Loan
Documents in accordance with the terms of this Agreement and the related Term Sheet. The documents
enumerated as items (1), (2), (3), (4), (5), (6), (7), (8), (9) and (16) in Exhibit A hereto shall be
delivered by the Company to the Purchaser or its designee no later than three (3) Business Days prior to
the related Closing Date pursuant to a bailee letter agreement. All other documents in Exhibit A
hereto, together with all other documents executed in connection with the Mortgage Loan that the Company
may have in its possession, shall be retained by the Company in trust for the Purchaser. If the Company
cannot deliver the original recorded Mortgage Loan Documents or the original policy of title insurance,
including riders and endorsements thereto, on the related Closing Date, the Company shall, promptly upon
receipt thereof and in any case not later than 150 days from the related Closing Date, deliver such
original documents, including original recorded documents, to the Purchaser or its designee (unless the
Company is delayed in making such delivery by reason of the fact that such documents shall not have been
returned by the appropriate recording office). If delivery is not completed within 150 days solely due
to delays in making such delivery by reason of the fact that such documents shall not have been returned
by the appropriate recording office, the Company shall deliver such document to Purchaser, or its
designee, within such time period as specified in a Company's Officer's Certificate. In the event that
documents have not been received by the date specified in the Company's Officer's Certificate, a
subsequent Company's Officer's Certificate shall be delivered by such date specified in the prior
Company's Officer's Certificate, stating a revised date for receipt of documentation. The procedure
shall be repeated until the documents have been received and delivered. If delivery is not completed
within 270 days solely due to delays in making such delivery by reason of the fact that such documents
shall not have been returned by the appropriate recording office, the Company shall continue to use its
best efforts to effect delivery as soon as possible thereafter, provided that if such documents are not
delivered by the 330th day from the date of the related Closing Date, the Company shall repurchase the
related Mortgage Loans at the Repurchase Price in accordance with Section 3.03 hereof unless the Company
provides evidence that such non-delivery is solely due to delays by the appropriate recording office.
The Company shall pay all initial recording fees, if any, for the assignments of mortgage and
any other fees in connection with the transfer of all original documents to the Purchaser or its
designee. The Company shall prepare, in recordable form, all assignments of mortgage necessary to
assign the Mortgage Loans to the Purchaser, or its designee. The Company shall be responsible for
recording the assignments of mortgage as directed by the Purchaser.
The Company shall provide an original or duplicate original of the title insurance policy to
the Purchaser or its designee within ninety (90) days of the receipt of the recorded documents (required
for issuance of such policy) from the applicable recording office.
Any review by the Purchaser, or its designee, of the Mortgage Files shall in no way alter or
reduce the Company's obligations hereunder.
If the Purchaser or its designee discovers any defect with respect to a Mortgage File, the
Purchaser shall, or shall cause its designee to, give written specification of such defect to the
Company which may be given in the exception report attached as an exhibit to the related Term Sheet or
the certification delivered pursuant to this Section 2.07, or otherwise in writing and the Company shall
cure or repurchase such Mortgage Loan in accordance with Section 3.03.
The Company shall forward to the Purchaser, or its designee, original documents evidencing an
assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance
with Section 4.01 or 6.01 within thirty (30) days of their execution; provided, however, that the
Company shall provide the Purchaser, or its designee, with a certified true copy of any such document
submitted for recordation within thirty (30) days of its execution, and shall provide the original of
any document submitted for recordation or a copy of such document certified by the appropriate public
recording office to be a true and complete copy of the original within 120 days of its submission for
recordation.
From time to time, the Company may have a need (other than in connection with a payment in
full, which is described more fully in Section 6.02 herein) for Mortgage Loan Documents to be released
from the Purchaser, or its designee. The Purchaser shall, or shall cause its designee, upon the written
request of the Company in the form attached hereto as Exhibit G, within ten (10) Business Days, deliver
to the Company, any requested documentation previously delivered to the Purchaser as part of the
Mortgage File, provided that such documentation is promptly returned to the Purchaser, or its designee,
when the Company no longer requires possession of the document, and provided that during the time that
any such documentation is held by the Company, such possession is in trust for the benefit of the
Purchaser.
Section 2.08 Quality Control Procedures.The Company must have an internal quality control program that verifies, on a regular basis,
the existence and accuracy of the legal documents, credit documents, property appraisals, and
underwriting decisions. The program must be capable of evaluating and monitoring the overall quality of
its loan production and servicing activities. The program is to ensure that the Mortgage Loans are
originated and serviced in accordance with prudent mortgage banking practices and accounting principles;
guard against dishonest, fraudulent, or negligent acts; and guard against errors and omissions by
officers, employees, or other authorized persons.
Section 2.09 Near-term Principal Prepayments; Near Term Payment Defaults.
In the event any Principal Prepayment in full is made by a Mortgagor on or prior to three
months (unless such other period is set forth in the related Confirmation and Term Sheet) after the
related Closing Date, the Company shall, upon written notice thereof from the Purchaser received by the
Company within sixty (60) days of the date of such prepayment in full, remit to the Purchaser an amount
equal to the excess, if any, of the Purchase Price Percentage over par multiplied by the amount of such
Principal Prepayment in full. Such remittance shall be made by the Company to the Purchaser no later
than the seventh Business Day following receipt of such notice of Principal Prepayment by the Purchaser.
In the event either of the first three (3) scheduled Monthly Payments (unless such other
number of Monthly Payments is set forth in the related Confirmation or Term Sheet) which are due under
any Mortgage Loan after the related Cut-off Date are not made during the month in which such Monthly
Payments are due, then not later than seven (7) Business Days after written notice to the Company by the
Purchaser (and at the Purchaser's sole option), the Company, shall repurchase such Mortgage Loan from
the Purchaser pursuant to the repurchase provisions contained in Subsection 3.03. However, if the
Company provides evidence satisfactory to the Purchaser that the delinquency was due to a servicing set
up error, no repurchase shall be required.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF
THE COMPANY; REPURCHASE; REVIEW OF MORTGAGE LOANS
Section 3.01 Representations and Warranties of the Company.The Company represents, warrants and covenants to the Purchaser that, as of the related Closing
Date or as of such date specifically provided herein:
(a) The Company is duly organized, validly existing and in good standing under the laws of the
jurisdiction of its organization and has all licenses necessary to carry out its business as now being
conducted, and is licensed and qualified to transact business in and is in good standing under the laws
of each state in which any Mortgaged Property is located or is otherwise exempt under applicable law
from such licensing or qualification or is otherwise not required under applicable law to effect such
licensing or qualification and no demand for such licensing or qualification has been made upon the
Company by any such state, and in any event the Company is in material compliance with the laws of any
such state to the extent necessary to ensure the enforceability of each Mortgage Loan and the servicing
of the Mortgage Loans in accordance with the terms of this Agreement;
(b) The Company has adequate power and authority and legal right to hold each Mortgage Loan,
to sell each Mortgage Loan and to execute, deliver and perform, and to enter into and consummate all
transactions contemplated by this Agreement and the related Term Sheet. The Company has duly authorized
the execution, delivery and performance of this Agreement and the related Term Sheet and any agreements
contemplated hereby, has duly executed and delivered this Agreement and the related Term Sheet, and any
agreements contemplated hereby, and, assuming due authorization, execution and delivery by the
Purchaser, this Agreement and the related Term Sheet and each Assignment to the Purchaser and any
agreements contemplated hereby, constitutes a legal, valid and binding obligation of the Company,
enforceable against it in accordance with its terms, except as enforceability thereof may be limited by
bankruptcy, insolvency or reorganization;
(c) Neither the execution and delivery of this Agreement and the related Term Sheet, nor the
origination or purchase of the Mortgage Loans by the Company, the sale of the Mortgage Loans to the
Purchaser, the consummation of the transactions contemplated hereby, or the fulfillment of or compliance
with the terms and conditions of this Agreement and the related Term Sheet will violate the Company's
charter or by-laws or constitute a default under or result in a material breach or acceleration of any
material agreement or instrument to which the Company is now a party or by which it is bound, or result
in the material violation of any law, rule, regulation, order, judgment or decree to which the Company
or its properties are subject, or impair the ability of the Purchaser to enforce its rights under the
Mortgage Loans.
(d) There is no action, suit, proceeding or investigation pending or, to the best of the
Company's knowledge, threatened against the Company, or any order or decree outstanding, with respect to
the Company which, either in any one instance or in the aggregate, could reasonably be expected to have
a material adverse effect on the financial condition of the Company or seeks to prevent the
consummation, performance or enforceability of any of the transactions contemplated by this Agreement.
(e) No consent, approval, authorization or order of any court or governmental agency or body
is required for the execution, delivery and performance by the Company of or compliance by the Company
with this Agreement or the related Term Sheet, or the consummation of the transactions contemplated by
this Agreement or the related Term Sheet, except for consents, approvals, authorizations and orders
which have been obtained;
(f) The consummation of the transactions contemplated by this Agreement or the related Term
Sheet is in the ordinary course of business of the Company, and the transfer, assignment and conveyance
of the Mortgage Notes and the Mortgages by the Company pursuant to this Agreement or the related Term
Sheet are not subject to bulk transfer or any similar statutory provisions in effect in any applicable
jurisdiction;
(g) The origination and servicing practices used by the Company and any prior originator or
servicer with respect to each Mortgage Note and Mortgage have been legal and in accordance with
applicable laws and regulations and the Mortgage Loan Documents, and in all material respects proper and
prudent in the mortgage origination and servicing business. Each Mortgage Loan is being (and has been)
serviced in accordance with Accepted Servicing Practices and applicable state and federal laws,
including, without limitation, the Federal Truth-In-Lending Act and other consumer protection laws, real
estate settlement procedures, usury, equal credit opportunity and disclosure laws. With respect to
escrow deposits and payments that the Company, on behalf of an investor, is entitled to collect, all
such payments are in the possession of, or under the control of, the Company, and there exist no
deficiencies in connection therewith for which customary arrangements for repayment thereof have not
been made. All escrow payments have been collected in full compliance with state and federal law and
the provisions of the related Mortgage Note and Mortgage. As to any Mortgage Loan that is the subject
of an escrow, escrow of funds is not prohibited by applicable law and has been established in an amount
sufficient to pay for every escrowed item that remains unpaid and has been assessed but is not yet due
and payable. No escrow deposits or other charges or payments due under the Mortgage Note have been
capitalized under any Mortgage or the related Mortgage Note;
(h) The Company used no selection procedures that identified the Mortgage Loans as being less
desirable or valuable than other comparable mortgage loans in the Company's portfolio at the related
Cut-off Date;
(i) The Company will treat the sale of the Mortgage Loans to the Purchaser as a sale for
reporting and accounting purposes and, to the extent appropriate, for federal income tax purposes;
(j) The Company is an approved seller/servicer of residential mortgage loans for Fannie Mae,
FHLMC and HUD, with such facilities, procedures and personnel necessary for the sound servicing of such
mortgage loans. The Company is duly qualified, licensed, registered and otherwise authorized under all
applicable federal, state and local laws, and regulations, if applicable, meets the minimum capital
requirements set forth by the OTS, and is in good standing to sell mortgage loans to and service
mortgage loans for Fannie Mae and FHLMC and no event has occurred which would make the Company unable to
comply with eligibility requirements or which would require notification to either Fannie Mae or FHLMC;
(k) The Company does not believe, nor does it have any cause or reason to believe, that it
cannot perform each and every covenant contained in this Agreement or the related Term Sheet. The
Company is solvent and the sale of the Mortgage Loans will not cause the Company to become insolvent.
The sale of the Mortgage Loans is not undertaken with the intent to hinder, delay or defraud any of the
Company's creditors;
(l) No statement, tape, diskette, form, report or other document prepared by, or on behalf of,
the Company pursuant to this Agreement or the related Term Sheet or in connection with the transactions
contemplated hereby, contains or will contain any statement that is or will be inaccurate or misleading
in any material respect;
(m) The Company acknowledges and agrees that the Servicing Fee represents reasonable
compensation for performing such services and that the entire Servicing Fee shall be treated by the
Company, for accounting and tax purposes, as compensation for the servicing and administration of the
Mortgage Loans pursuant to this Agreement. In the opinion of the Company, the consideration received by
the Company upon the sale of the Mortgage Loans to the Purchaser under this Agreement and the related
Term Sheet constitutes fair consideration for the Mortgage Loans under current market conditions.
(n) The Company has delivered to the Purchaser financial statements of its parent, for its
last two complete fiscal years as requested. All such financial information fairly presents the
pertinent results of operations and financial position for the period identified and has been prepared
in accordance with GAAP throughout the periods involved, except as set forth in the notes thereto.
There has been no change in the business, operations, financial condition, properties or assets of the
Company since the date of the Company's financial information that would have a material adverse effect
on its ability to perform its obligations under this Agreement; and
(o) The Company has not dealt with any broker, investment banker, agent or other person that
may be entitled to any commission or compensation in connection with the sale of the Mortgage Loans.
Section 3.02 Representations and Warranties as to Individual Mortgage Loans.The Company hereby represents and warrants to the Purchaser, as to each Mortgage Loan, as of
the related Closing Date as follows:
(a) The information set forth in the Mortgage Loan Schedule attached to the related Term
Sheet is true, complete and correct in all material respects as of the related Cut-Off Date;
(b) The Mortgage is a valid, existing and enforceable first lien or a first priority ownership
interest in an estate in fee simple in real property on the Mortgaged Property securing the related
Mortgage Note subject to principles of equity, bankruptcy, insolvency and other laws of general
application affecting the rights of creditors;
(c) All payments due prior to the related Cut-off Date for such Mortgage Loan have been made;
there are no material defaults under the terms of the Mortgage Loan; the Company has not advanced its
own funds, or induced, solicited or knowingly received any advance of funds from a party other than the
owner of the related Mortgaged Property, directly or indirectly, for the payment of any amount required
by the Mortgage Loan. All of the Mortgage Loans will have an actual interest paid to date of their
related Cut-off Date (or later) and will be due for the scheduled monthly payment next succeeding the
Cut-off Date (or later), as evidenced by a posting to the Company's servicing collection system. No
payment under any Mortgage Loan is delinquent nor has any scheduled payment been delinquent at any time
during the twelve (12) months prior to the month of the related Closing Date. For purposes of this
paragraph, a Mortgage Loan will be deemed delinquent if any payment due thereunder was not paid by the
Mortgagor in the month such payment was due;
(d) There are no defaults by the Company in complying with the terms of the Mortgage, and all
taxes, governmental assessments, insurance premiums, water, sewer and municipal charges, leasehold
payments or ground rents which previously became due and owing have been paid, or escrow funds have been
established in an amount sufficient to pay for every such escrowed item which remains unpaid and which
has been assessed but is not yet due and payable;
(e) The terms of the Mortgage Note and the Mortgage have not been impaired, waived, altered or
modified in any respect, except by written instruments which have been recorded to the extent any such
recordation is required by law, or, necessary to protect the interest of the Purchaser. No instrument of
waiver, alteration or modification has been executed except in connection with a modification agreement
and which modification agreement is part of the Mortgage File and the terms of which are reflected in
the related Mortgage Loan Schedule, and no Mortgagor has been released, in whole or in part, from the
terms thereof except in connection with an assumption agreement and which assumption agreement is part
of the Mortgage File and the terms of which are reflected in the related Mortgage Loan Schedule; the
substance of any such waiver, alteration or modification has been approved by the issuer of any related
Primary Mortgage Insurance Policy, Lender Primary Mortgage Insurance Policy and title insurance policy,
to the extent required by the related policies;
(f) The Mortgage Note and the Mortgage are not subject to any right of rescission, set-off,
counterclaim or defense, including, without limitation, the defense of usury, nor will the operation of
any of the terms of the Mortgage Note or the Mortgage, or the exercise of any right thereunder, render
the Mortgage Note or Mortgage unenforceable, in whole or in part, or subject to any right of rescission,
set-off, counterclaim or defense, including the defense of usury, and no such right of rescission,
set-off, counterclaim or defense has been asserted with respect thereto;
(g) All buildings or other customarily insured improvements upon the Mortgaged Property are
insured by a Qualified Insurer, against loss by fire, hazards of extended coverage and such other
hazards as are provided for in the Fannie Mae or FHLMC Guide, as well as all additional requirements set
forth in Section 4.10 of this Agreement. All such insurance policies are in full force and effect and
contain a standard mortgagee clause naming the Company and its successors in interest and assigns as
loss payee and such clause is still in effect and all premiums due thereon have been paid. If required
by the Flood Disaster Protection Act of 1973, as amended, the Mortgage Loan is covered by a flood
insurance policy meeting the requirements of the current guidelines of the Federal Insurance
Administration which policy conforms to Fannie Mae or FHLMC requirements, as well as all additional
requirements set forth in Section 4.10 of this Agreement. Such policy was issued by a Qualified
Insurer. The Mortgage obligates the Mortgagor thereunder to maintain all such insurance at the
Mortgagor's cost and expense, and on the Mortgagor's failure to do so, authorizes the holder of the
Mortgage to maintain such insurance at the Mortgagor's cost and expense and to seek reimbursement
therefor from the Mortgagor. Neither the Company (nor any prior originator or servicer of any of the
Mortgage Loans) nor any Mortgagor has engaged in any act or omission which has impaired or would impair
the coverage of any such policy, the benefits of the endorsement provided for therein, or the validity
and binding effect of either;
(h) Each Mortgage Loan complies with, and the Company has complied with, applicable local,
state and federal laws, regulations and other requirements including, without limitation, usury, equal
credit opportunity, real estate settlement procedures, the Federal Truth-In-Lending Act, disclosure laws
and all applicable predatory and abusive lending laws and consummation of the transactions contemplated
hereby, including without limitation, the receipt of interest by the owner of such Mortgage Loan, will
not involve the violation of any such laws, rules or regulations. None of the Mortgage Loans are (a)
Mortgage Loans subject to 12 CFR Part 226.31, 12 CFR Part 226.32 or 226.34 of Regulation Z, the
regulation implementing TILA, which implements the Home Ownership and Equity Protection Act of 1994, as
amended, or (b) except as may be provided in subparagraph (c) below, classified and/or defined, as a
"high cost", "threshold", "predatory""high risk home loan" or "covered" loan (or a similarly classified
loan using different terminology under a law imposing additional legal liability for mortgage loans
having high interest rates, points and or/fees) under any other applicable state, federal or local law
including, but not limited to, the States of Georgia, New York, North Carolina, Arkansas, Kentucky or
New Mexico, (c) Mortgage Loans subject to the New Jersey Home Ownership Security Act of 2002 (the
"Act"), unless such Mortgage Loan is a (1) "Home Loan" as defined in the Act that is a first lien
Mortgage Loan, which is not a "High Cost Home Loan" as defined in the Act or (2) "Covered Home Loan" as
defined in the Act that is a first lien purchase money Mortgage Loan, which is not a High Cost Home Loan
under the Act, or (d) secured by Mortgaged Property in the Commonwealth of Massachusetts with a loan
application date on or after November 7, 2004 that refinances a mortgage loan that is less than sixty
(60) months old, unless such Mortgage Loan (1) is on an investment property, (ii) meets the requirements
set forth in the Code of Massachusetts Regulation ("CMR"), 209 CMR 53.04(1)(b), or (iii) meets the
requirements set forth in the 209 CMR 53.04(1)(c). In addition to and notwithstanding anything to the
contrary herein, no Mortgage Loan for which the Mortgaged Property is located in New Jersey is a Home
Loan as defined in the Act that was made, arranged, or assigned by a person selling either a
manufactured home or home improvements to the Mortgaged Property or was made by an originator to whom
the Mortgagor was referred by any such seller. The Company shall maintain in its possession, available
for the Purchaser's inspection, as appropriate, and shall deliver to the Purchaser or its designee upon
demand, evidence of compliance with all such requirements;
(i) The Mortgage has not been satisfied, canceled or subordinated, in whole or in part, or
rescinded, and the Mortgaged Property has not been released from the lien of the Mortgage, in whole or
in part, nor has any instrument been executed that would effect any such release, cancellation,
subordination or rescission. The Company has not waived the performance by the Mortgagor of any action,
if the Mortgagor's failure to perform such action would cause the Mortgage Loan to be in default, nor
has the Company waived any default resulting from any action or inaction by the Mortgagor;
(j) The Mortgage is a valid, existing, enforceable and perfected first lien on the Mortgaged
Property, including all improvements securing the Mortgage Note's original principal balance subject to
principles of equity, bankruptcy, insolvency and other laws of general application affecting the rights
of creditors. The Mortgage and the Mortgage Note do not contain any evidence of any other security
interest or other interest or right thereto. Such lien is free and clear of all adverse claims, liens
and encumbrances having priority over the first lien of the Mortgage subject only to (1) the lien of
non-delinquent current real property taxes and assessments not yet due and payable, (2) covenants,
conditions and restrictions, rights of way, easements and other matters of the public record as of the
date of recording which are acceptable to mortgage lending institutions generally and either (A) which
are referred to in the lender's title insurance policy delivered to the originator or otherwise
considered in the appraisal made for the originator of the Mortgage Loan, or (B) which do not adversely
affect the residential use or Appraised Value of the Mortgaged Property as set forth in such appraisal,
and (3) other matters to which like properties are commonly subject which do not, individually or in the
aggregate, materially interfere with the benefits of the security intended to be provided by the
Mortgage or the use, enjoyment, value or marketability of the related Mortgaged Property. Any security
agreement, chattel mortgage or equivalent document related to and delivered in connection with the
Mortgage Loan establishes and creates a valid, existing, enforceable and perfected first lien and first
priority security interest on the property described therein, and the Company has the full right to sell
and assign the same to the Purchaser;
(k) The Mortgage Note and the related Mortgage are original and genuine and each is the legal,
valid and binding obligation of the maker thereof, enforceable in accordance with its terms subject to
principles of equity, bankruptcy, insolvency and other laws of general application affecting the rights
of creditors, and the Company has taken all action necessary to transfer such rights of enforceability
to the Purchaser (as applicable). All parties to the Mortgage Note and the Mortgage had the legal
capacity to enter into the Mortgage Loan and to execute and deliver the Mortgage Note and the Mortgage.
The Mortgage Loan Documents are on forms acceptable to Fannie Mae and FHLMC. The Mortgage Note and the
Mortgage have been duly and properly executed by such parties. No fraud, error, omission,
misrepresentation, negligence or similar occurrence with respect to a Mortgage Loan has taken place on
the part of the Company or the Mortgagor, or on the part of any other party involved in the origination
or servicing of the Mortgage Loan. The proceeds of the Mortgage Loan have been fully disbursed and
there is no requirement for future advances thereunder, and any and all requirements as to completion of
any on-site or off-site improvements and as to disbursements of any escrow funds therefor have been
complied with. All costs, fees and expenses incurred in making or closing the Mortgage Loan and the
recording of the Mortgage were paid, and the Mortgagor is not entitled to any refund of any amounts paid
or due under the Mortgage Note or Mortgage;
(l) The Company is the sole owner and holder of the Mortgage Loan and the indebtedness
evidenced by the Mortgage Note, and had full right to transfer and sell the Mortgage Loan to the
Purchaser free and clear of any encumbrance, equity, participation interests, lien, pledge, charge,
claim or security interest. Upon the sale of the Mortgage Loan to the Purchaser, the Company will
retain the Mortgage File or any part thereof with respect thereto not delivered to the Purchaser or the
Purchaser's designee in trust only for the purpose of servicing and supervising the servicing of the
Mortgage Loan. Immediately prior to the transfer and assignment to the Purchaser, the Mortgage Loan,
including the Mortgage Note and the Mortgage, were not subject to an assignment, sale or pledge to any
person other than the Purchaser, and the Company had good and marketable title to and was the sole owner
thereof. Following the sale of the Mortgage Loan, the Purchaser will own such Mortgage Loan free and
clear of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security
interest. The Company intends to relinquish all rights to possess, control and monitor the Mortgage
Loan, except for purposes of servicing the Mortgage Loan as set forth in this Agreement. After the
related Closing Date, the Company will not have any right to modify or alter the terms of the sale of
the Mortgage Loan and the Company will not have any obligation or right to repurchase the Mortgage Loan
or substitute another Mortgage Loan, except as provided in this Agreement, or as otherwise agreed to by
the Company and the Purchaser;
(m) Each Mortgage Loan is covered by an ALTA lender's title insurance policy or other
generally acceptable form of policy or insurance acceptable to Fannie Mae or FHLMC (including adjustable
rate endorsements), issued by a title insurer acceptable to Fannie Mae or FHLMC and qualified to do
business in the jurisdiction where the Mortgaged Property is located, insuring (subject to the
exceptions contained in (j)(1), (2) and (3) above) the Company, its successors and assigns, as to the
first priority lien of the Mortgage in the original principal amount of the Mortgage Loan and, with
respect to adjustable rate Mortgage Loans, against any loss by reason of the invalidity or
unenforceability of the lien resulting from the provisions of the Mortgage providing for adjustment in
the Mortgage Interest Rate and Monthly Payment. Where required by state law or regulation, the
Mortgagor has been given the opportunity to choose the carrier of the required mortgage title
insurance. The Company, its successors and assigns, is the sole insured of such lender's title
insurance policy, such title insurance policy has been duly and validly endorsed to the Purchaser (to
the extent necessary) or the assignment to the Purchaser of the Company's interest therein does not
require the consent of or notification to the insurer and such lender's title insurance policy is in
full force and effect and will be in full force and effect upon the consummation of the transactions
contemplated by this Agreement. No claims have been made under such lender's title insurance policy,
and no prior holder or servicer of the related Mortgage, including the Company, nor any Mortgagor, has
done, by act or omission, anything which would impair the coverage of such lender's title insurance
policy;
(n) There is no default, breach, violation or event of acceleration existing under the
Mortgage or the related Mortgage Note and no event which, with the passage of time or with notice and
the expiration of any grace or cure period, would constitute a default, breach, violation or event of
acceleration; and neither the Company, nor any prior mortgagee, has waived any default, breach,
violation or event of acceleration;
(o) There are no mechanics' or similar liens or claims which have been filed for work, labor
or material (and no rights are outstanding that under law could give rise to such liens) affecting the
related Mortgaged Property which are or may be liens prior to or equal to the lien of the related
Mortgage;
(p) All improvements subject to the Mortgage which were considered in determining the
appraised value of the Mortgaged Property lie wholly within the boundaries and building restriction
lines of the Mortgaged Property (and wholly within the project with respect to a condominium unit) and
no improvements on adjoining properties encroach upon the Mortgaged Property except those which are
insured against by the title insurance policy referred to in clause (m) above and all improvements on
the property comply with all applicable zoning and subdivision laws and ordinances;
(q) Each Mortgage Loan was originated by or for the Company pursuant to, and conforms with,
the Company's underwriting guidelines attached as Exhibit H hereto. The Mortgage Loan bears interest at
an adjustable rate (if applicable) as set forth in the related Mortgage Loan Schedule, and Monthly
Payments under the Mortgage Note are due and payable on the first day of each month. The Mortgage
contains the usual and enforceable provisions of the Company at the time of origination for the
acceleration of the payment of the unpaid principal amount of the Mortgage Loan if the related Mortgaged
Property is sold without the prior consent of the mortgagee thereunder;
(r) The Mortgaged Property is not subject to any material damage. At origination of the
Mortgage Loan there was not, since origination of the Mortgage Loan there has not been, and there
currently is no proceeding pending for the total or partial condemnation of the Mortgaged Property. The
Company has not received notification that any such proceedings are scheduled to commence at a future
date;
(s) The related Mortgage contains customary and enforceable provisions such as to render the
rights and remedies of the holder thereof adequate for the realization against the Mortgaged Property of
the benefits of the security provided thereby, including, (1) in the case of a Mortgage designated as a
deed of trust, by trustee's sale, and (2) otherwise by judicial foreclosure. There is no homestead or
other exemption available to the Mortgagor which would interfere with the right to sell the Mortgaged
Property at a trustee's sale or the right to foreclose the Mortgage;
(t) If the Mortgage constitutes a deed of trust, a trustee, authorized and duly qualified if
required under applicable law to act as such, has been properly designated and currently so serves and
is named in the Mortgage, and no fees or expenses, except as may be required by local law, are or will
become payable by the Purchaser to the trustee under the deed of trust, except in connection with a
trustee's sale or attempted sale after default by the Mortgagor;
(u) The Mortgage File contains an appraisal of the related Mortgaged Property signed prior to
the final approval of the mortgage loan application by a Qualified Appraiser, approved by the Company,
who had no interest, direct or indirect, in the Mortgaged Property or in any loan made on the security
thereof, and whose compensation is not affected by the approval or disapproval of the Mortgage Loan, and
the appraisal and appraiser both satisfy the requirements of Fannie Mae or FHLMC and Title XI of the
FIRREA and the regulations promulgated thereunder, all as in effect on the date the Mortgage Loan was
originated. The appraisal is in a form acceptable to Fannie Mae or FHLMC;
(v) All parties which have had any interest in the Mortgage, whether as mortgagee, assignee,
pledgee or otherwise, are (or, during the period in which they held and disposed of such interest, were)
(A) in compliance with any and all applicable licensing requirements of the laws of the state wherein
the Mortgaged Property is located, and (B) (1) organized under the laws of such state, or (2) qualified
to do business in such state, or (3) federal savings and loan associations or national banks or a
Federal Home Loan Bank or savings bank having principal offices in such state, or (4) not doing business
in such state;
(w) The related Mortgage Note is not and has not been secured by any collateral except the lien
of the corresponding Mortgage and the security interest of any applicable security agreement or chattel
mortgage referred to above and such collateral does not serve as security for any other obligation;
(x) The Mortgagor has received and has executed, where applicable, all disclosure materials
required by applicable law with respect to the making of such mortgage loans;
(y) The Mortgage Loan does not contain balloon or "graduated payment" features and no Mortgage
Loan is subject to a buydown agreement or contains any buydown provision;
(z) The Mortgagor is not in bankruptcy and, the Mortgagor is not insolvent and the Company has
no knowledge of any circumstances or conditions with respect to the Mortgage, the Mortgaged Property,
the Mortgagor or the Mortgagor's credit standing that could reasonably be expected to cause investors to
regard the Mortgage Loan as an unacceptable investment, cause the Mortgage Loan to become delinquent, or
materially adversely affect the value or marketability of the Mortgage Loan;
(aa) Each Mortgage Loan bears interest based upon a thirty (30) day month and a three hundred
and sixty (360) day year. The Mortgage Loans have an original term to maturity of not more than forty
(40) years, with interest payable in arrears on the first day of each month. As to each adjustable rate
Mortgage Loan, on each applicable Adjustment Date, the Mortgage Interest Rate will be adjusted to equal
the sum of the Index, plus the applicable Margin; provided, that the Mortgage Interest Rate, on each
applicable Adjustment Date, will not increase by more than the Initial Rate Cap or Periodic Rate Cap, as
applicable. Over the term of each adjustable rate Mortgage Loan, the Mortgage Interest Rate will not
exceed such Mortgage Loan's Lifetime Rate Cap. Unless indicated on the related Mortgage Loan Schedule,
none of the Mortgage Loans are "interest-only" Mortgage Loans or "negative amortization" Mortgage Loans.
With respect to each adjustable rate Mortgage Loan, each Mortgage Note requires a monthly payment which
is sufficient (a) during the period prior to the first adjustment to the Mortgage Interest Rate, to
fully amortize the original principal balance over the original term thereof and to pay interest at the
related Mortgage Interest Rate, and (b) during the period following each Adjustment Date, to fully
amortize the outstanding principal balance as of the first day of such period over the then remaining
term of such Mortgage Note and to pay interest at the related Mortgage Interest Rate. With respect to
each adjustable rate Mortgage Loan, the Mortgage Note provides that when the Mortgage Interest Rate
changes on an Adjustment Date, the then outstanding principal balance will be reamortized over the
remaining life of the Mortgage Loan. Unless indicated on the related Mortgage Loan Schedule, no Mortgage
Loan contains terms or provisions which would result in negative amortization. None of the Mortgage
Loans contain a conversion feature which would cause the Mortgage Interest Rate to convert to a fixed
interest rate. None of the Mortgage Loans are considered agricultural loans;
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(hh) In the event the Mortgage Loan had an LTV at origination greater than 80.00%, the excess
of the principal balance of the Mortgage Loan over 75.0% of the Appraised Value of the Mortgaged
Property with respect to a Refinanced Mortgage Loan, or the lesser of the Appraised Value or the Sales
Price of the Mortgaged Property with respect to a purchase money Mortgage Loan was insured as to payment
defaults by a Primary Mortgage Insurance Policy issued by a Qualified Insurer. Any Mortgage Loan
subject to a Lender Primary Mortgage Insurance Policy or a Primary Mortgage Insurance Policy that is
also subject to the Company's captive reinsurance agreement with the applicable insurer shall remain
subject to such captive reinsurance agreement between the Company and the applicable insurer, provided
that such insurer is a Qualified Insurer. Unless otherwise indicated on the related Mortgage Loan
Schedule, no Mortgage Loan has an LTV over 95%. All provisions of such Primary Mortgage Insurance
Policy have been and are being complied with, such policy is in full force and effect, and all premiums
due thereunder have been paid. No Mortgage Loan requires payment of such premiums, in whole or in part,
by the Purchaser. No action, inaction, or event has occurred and no state of facts exists that has, or
will result in the exclusion from, denial of, or defense to coverage. Any Mortgage Loan subject to a
Primary Mortgage Insurance Policy obligates the Mortgagor thereunder to maintain the Primary Mortgage
Insurance Policy, subject to state and federal law, and to pay all premiums and charges in connection
therewith. No action has been taken or failed to be taken, on or prior to the Closing Date which has
resulted or will result in an exclusion from, denial of, or defense to coverage under any Primary
Mortgage Insurance Policy (including, without limitation, any exclusions, denials or defenses which
would limit or reduce the availability of the timely payment of the full amount of the loss otherwise
due thereunder to the insured) whether arising out of actions, representations, errors, omissions,
negligence, or fraud of the Company or the Mortgagor, or for any other reason under such coverage. The
Mortgage Interest Rate for the Mortgage Loan as set forth on the related Mortgage Loan Schedule is net
of any such insurance premium. Unless otherwise indicated on the related Mortgage Loan Schedule, none
of the Mortgage Loans are subject to "lender-paid" mortgage insurance. Any Mortgage Loan subject to a
Lender Primary Mortgage Insurance Policy obligates the Company to maintain the Lender Primary Mortgage
Insurance Policy and to pay all premiums and charges in connection therewith;
(ii) The Assignment is in recordable form and is acceptable for recording under the laws of
the jurisdiction in which the Mortgaged Property is located;
(jj) None of the Mortgage Loans are secured by an interest in a leasehold estate. The
Mortgaged Property is located in the state identified in the related Mortgage Loan Schedule and consists
of a single parcel of real property with a detached single family residence erected thereon, or a
townhouse, or a two-to four-family dwelling, or an individual condominium unit in a condominium project,
or an individual unit in a planned unit development or a de minimis planned unit development; provided,
however, that no residence or dwelling is a single parcel of real property with a manufactured home not
affixed to a permanent foundation, or a mobile home. Any condominium unit or planned unit development
conforms with the Company's underwriting guidelines. As of the Origination Date, no portion of any
Mortgaged Property was used for commercial purposes, and since the Origination Date, no portion of any
Mortgaged Property has been, or currently is, used for commercial purposes;
(kk) Payments on the Mortgage Loan commenced no more than sixty (60) days after the funds were
disbursed in connection with the Mortgage Loan. Each of the Mortgage Loans will amortize fully by the
stated maturity date;
(ll) The Mortgage Property was lawfully occupied under applicable law, and all inspections,
licenses and certificates required to be made or issued with respect to all occupied portions of the
Mortgaged Property and, with respect to the use and occupancy of the same, including but not limited to
certificates of occupancy and fire underwriting certificates, have been made or obtained from the
appropriate authorities;
(mm) There is no pending action or proceeding directly involving the Mortgaged Property in
which compliance with any environmental law, rule or regulation is an issue; there is no violation of
any environmental law, rule or regulation with respect to the Mortgaged Property; and the Company has
not received any notice of any environmental hazard on the Mortgaged Property and nothing further
remains to be done to satisfy in full all requirements of each such law, rule or regulation constituting
a prerequisite to use and enjoyment of said property;
(nn) The Mortgagor has not notified the Company, and the Company has no knowledge of any
relief requested or allowed to the Mortgagor under the Servicemembers Civil Relief Act of 2004;
(oo) No Mortgage Loan is a construction or rehabilitation Mortgage Loan or was made to
facilitate the trade-in or exchange of a Mortgaged Property;
(pp) The Mortgagor for each Mortgage Loan is a natural person;
(qq) None of the Mortgage Loans are Co-op Loans;
(rr) With respect to each Mortgage Loan that has a prepayment penalty feature, each such
prepayment penalty is enforceable and will be enforced by the Company and each prepayment penalty is
permitted pursuant to federal, state and local law. No Mortgage Loan will impose a prepayment penalty
for a term in excess of five years from the date such Mortgage Loan was originated. Except as otherwise
set forth on the Mortgage Loan Schedule, with respect to each Mortgage Loan that contains a prepayment
penalty, such prepayment penalty is at least equal to the lesser of (A) the maximum amount permitted
under applicable law and (B) six months interest at the related Mortgage Interest Rate on the amount
prepaid in excess of 20% of the original principal balance of such Mortgage Loan;
(ss) With respect to each Mortgage Loan either (i) the fair market value of the Mortgaged
Property securing such Mortgage Loan was at least equal to 80 percent of the original principal balance
of such Mortgage Loan at the time such Mortgage Loan was originated or (ii) (a) the Mortgage Loan is
only secured by the Mortgage Property and (b) substantially all of the proceeds of such Mortgage Loan
were used to acquire or to improve or protect the Mortgage Property. For the purposes of the preceding
sentence, if the Mortgage Loan has been significantly modified other than as a result of a default or a
reasonable foreseeable default, the modified Mortgage Loan will be viewed as having been originated on
the date of the modification;
(tt) The Mortgage Loan was originated by a mortgagee approved by the Secretary of HUD pursuant
to Sections 203 and 211 of the National Housing Act, a savings and loan association, a savings bank, a
commercial bank, credit union, insurance company or similar institution which is supervised and examined
by a federal or state authority;
(uu) None of the Mortgage Loans are simple interest Mortgage Loans and none of the Mortgaged
Properties are timeshares;
(vv) All of the terms of the Mortgage pertaining to interest rate adjustments, payment adjustments
and adjustments of the outstanding principal balance are enforceable, all such adjustments have
been properly made, including the mailing of required notices, and such adjustments do not and will
not affect the priority of the Mortgage lien. With respect to each Mortgage Loan which has passed
its initial Adjustment Date, the Company has performed an audit of the Mortgage Loan to determine
whether all interest rate adjustments have been made in accordance with the terms of the Mortgage
Note and Mortgage;
(ww) Each Mortgage Note, each Mortgage, each Assignment and any other documents required
pursuant to this Agreement to be delivered to the Purchaser or its designee, or its assignee for each
Mortgage Loan, have been, on or before the related Closing Date, delivered to the Purchaser or its
designee, or its assignee;
(xx) There is no Mortgage Loan that was originated on or after October 1, 2002 and before
March 7, 2003, which is secured by property located in the State of Georgia;
(yy) No proceeds from any Mortgage Loan were used to finance single-premium credit insurance
policies;
(zz) No Mortgagor was encouraged or required to select a Mortgage Loan product offered by the
Mortgage Loan's originator which is a higher cost product designed for less creditworthy Mortgagors,
unless at the time of the Mortgage Loan's origination, such Mortgagor did not qualify taking into
account credit history and debt-to-income ratios for a lower-cost credit product then offered by the
Mortgage Loan's originator or any affiliate of the Mortgage Loan's originator. If, at the time of loan
application, the Mortgagor may have qualified for a lower-cost credit product then offered by any
mortgage lending affiliate of the Mortgage Loan's originator, the Mortgage Loan's originator referred
the Mortgagor's application to such affiliate for underwriting consideration;
(aaa) The methodology used in underwriting the extension of credit for each Mortgage Loan
employs objective mathematical principles which relate the Mortgagor's income, assets and liabilities
(except for any Mortgage Loan which does not require statement of income or assets) to the proposed
payment and such underwriting methodology does not rely on the extent of the Mortgagor's equity in the
collateral as the principal determining factor in approving such credit extension. Such underwriting
methodology confirmed that at the time of origination (application/approval) the Mortgagor had a
reasonable ability to make timely payments on the Mortgage Loan;
(bbb) With respect to any Mortgage Loan that contains a provision permitting imposition of a
premium upon a prepayment prior to maturity: (i) prior to the loan's origination, the Mortgagor agreed
to such premium in exchange for a monetary benefit, including but not limited to a rate or fee
reduction, (ii) prior to the loan's origination, the Mortgagor was offered the option of obtaining a
mortgage loan that did not require payment of such a premium, (iii) the prepayment premium is disclosed
to the Mortgagor in the loan documents pursuant to applicable state and federal law, and (iv)
notwithstanding any state or federal law to the contrary, the Company shall not impose such prepayment
premium in any instance when the Mortgage is accelerated as the result of the Mortgagor's default in
making the loan payments;
(ccc) No Mortgagor was required to purchase any credit life, disability, accident or health
insurance product as a condition of obtaining the extension of credit. No Mortgagor obtained a prepaid
single-premium credit life, disability, accident or health insurance policy in connection with the
origination of the Mortgage Loan;
(ddd) The Company will transmit full-file credit reporting data for each Mortgage Loan
pursuant to the Fannie Mae Selling Guide and that for each Mortgage Loan, the Company agrees it shall
report one of the following statuses each month as follows: new origination, current, delinquent (30-,
60-, 90-days, etc.), foreclosed, or charged-off;
(eee) With respect to any Mortgage Loan originated on or after August 1, 2004, neither the
related Mortgage nor the related Mortgage Note requires the Mortgagor to submit to arbitration to
resolve any dispute arising out of or relating in any way to the Mortgage Loan;
(fff) No Mortgage Loan is secured by Mortgaged Property in the Commonwealth of Massachusetts
with a loan application date on or after November 7, 2004 that refinances a mortgage loan that is less
than sixty (60) months old, unless such Mortgage Loan (1) is on an investment property, (ii) meets the
requirements set forth in the Code of Massachusetts Regulation ("CMR"), 209 CMR 53.04(1)(b), or (iii)
meets the requirements set forth in the 209 CMR 53.04(1)(c);
(ggg) For any Mortgage Loan with Mortgaged Property located in Texas which is a second lien
and the interest rate is in excess of 10% where terms of the Mortgage Note contain a provision for which
the Mortgagor may be entitled to prepaid interest upon payoff, no Mortgagor paid any administrative
fees, points, or loan origination fees which would actually result in any prepaid interest being due the
Mortgagor under the terms of the Mortgage Note; and
(hhh) The Company has complied with all applicable anti-money laundering laws and
regulations, including without limitation the USA Patriot Act of 2001 (collectively, the Anti-Money
Laundering Laws"). The Company has established an anti-money laundering compliance program as required
by the Anti-Money Laundering Laws and has conducted the requisite due diligence in connection with the
origination of each Mortgage Loan for the purposes of the Anti-Money Laundering Laws. The Company
further represents that it takes reasonable efforts to determine whether any Mortgagor appears on any
list of blocked or prohibited parties designated by the U.S. Department of Treasury.
Section 3.03 Repurchase; Substitution.
It is understood and agreed that the representations and warranties set forth in Sections 3.01
and 3.02 shall survive the sale of the Mortgage Loans and delivery of the Mortgage Loan Documents to the
Purchaser, or its designee, and shall inure to the benefit of the Purchaser, notwithstanding any
restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination, or lack of
examination, of any Mortgage File. Upon discovery by either the Company or the Purchaser of a breach of
any of the foregoing representations and warranties which materially and adversely affects the value of
the Mortgage Loans or the interest of the Purchaser in any Mortgage Loan, the party discovering such
breach shall give prompt written notice to the other. The Company shall have a period of sixty (60)
days from the earlier of its discovery or its receipt of notice of any such breach within which to
correct or cure such breach. The Company hereby covenants and agrees that if any such breach is not
corrected or cured within such sixty day period, the Company shall, at the Purchaser's option and not
later than ninety (90) days of its discovery or its receipt of notice of such breach, repurchase such
Mortgage Loan at the Repurchase Price or, with the Purchaser's prior consent and at Purchaser's sole
option, substitute a Mortgage Loan as provided below. In the event that any such breach shall involve
any representation or warranty set forth in Section 3.01, and such breach is not cured within sixty (60)
days of the earlier of either discovery by or notice to the Company of such breach, all Mortgage Loans
shall, at the option of the Purchaser, be repurchased by the Company at the Repurchase Price. Any such
repurchase shall be accomplished by wire transfer of immediately available funds to Purchaser in the
amount of the Repurchase Price.
If the Company is required to repurchase any Mortgage Loan pursuant to this Section 3.03, the
Company may, with the Purchaser's prior consent and at the Purchaser's sole option, within ninety (90)
days from the related Closing Date, remove such defective Mortgage Loan from the terms of this Agreement
and substitute another mortgage loan for such defective Mortgage Loan, in lieu of repurchasing such
defective Mortgage Loan. Any substitute Mortgage Loan is subject to the Purchaser acceptability. Any
substituted Loans will comply with the representations and warranties set forth in this Agreement as of
the substitution date.
The Company shall amend the related Mortgage Loan Schedule to reflect the withdrawal of the
removed Mortgage Loan from this Agreement and the substitution of such substitute Mortgage Loan
therefor. Upon such amendment, the Purchaser shall review the Mortgage File delivered to it relating to
the substitute Mortgage Loan. In the event of such a substitution, accrued interest on the substitute
Mortgage Loan for the month in which the substitution occurs and any Principal Prepayments made thereon
during such month shall be the property of the Purchaser and accrued interest for such month on the
Mortgage Loan for which the substitution is made and any Principal Prepayments made thereon during such
month shall be the property of the Company. The principal payment on a substitute Mortgage Loan due on
the Due Date in the month of substitution shall be the property of the Company and the principal payment
on the Mortgage Loan for which the substitution is made due on such date shall be the property of the
Purchaser.
For any month in which the Company is permitted to substitute one or more substitute Mortgage
Loans, the Company will determine the amount (if any) by which the aggregate Stated Principal Balance
(after application of the principal portion of all scheduled payments due in the month of substitution)
of all the substitute Mortgage Loans in the month of substitution is less then the aggregate Stated
Principal Balance (after application of the principal portion of the scheduled payment due in the month
of substitution) of the such replaced Mortgage Loan. An amount equal to the aggregate of such
deficiencies described in the preceding sentence for any Remittance Date shall be deposited into the
Custodial Account by the Company on the related Determination Date in the month following the calendar
month during which the substitution occurred.
It is understood and agreed that the obligation of the Company set forth in this Section 3.03
to cure, repurchase or substitute for a defective Mortgage Loan, and to indemnify the Purchaser pursuant
to Section 8.01, constitute the sole remedies of the Purchaser respecting a breach of the foregoing
representations and warranties. If the Company fails to repurchase or substitute for a defective
Mortgage Loan in accordance with this Section 3.03, or fails to cure a defective Mortgage Loan to the
Purchaser's reasonable satisfaction in accordance with this Section 3.03, or to indemnify the Purchaser
pursuant to Section 8.01, that failure shall be an Event of Default and the Purchaser shall be entitled
to pursue all remedies available in this Agreement as a result thereof. No provision of this paragraph
shall affect the rights of the Purchaser to terminate this Agreement for cause, as set forth in Sections
10.01 and 11.01.
Any cause of action against the Company relating to or arising out of the breach of any
representations and warranties made in Sections 3.01 and 3.02 shall accrue as to any Mortgage Loan upon
(i) the earlier of discovery of such breach by the Company or notice thereof by the Purchaser to the
Company, (ii) failure by the Company to cure such breach or repurchase such Mortgage Loan as specified
above, and (iii) demand upon the Company by the Purchaser for compliance with this Agreement.
In the event that any Mortgage Loan is held by a REMIC, notwithstanding any contrary provision
of this Agreement, with respect to any Mortgage Loan that is not in default or as to which no default is
imminent, no substitution pursuant to Subsection 3.03 shall be made after the applicable REMIC's "startup day" (as defined in Section 860G(a) (9) of the Code), unless the Company has obtained an Opinion of
Counsel to the effect that such substitution will not (i) result in the imposition of taxes on
"prohibited transactions" of such REMIC (as defined in Section 860F of the Code) or otherwise subject
the REMIC to tax, or (ii) cause the REMIC to fail to qualify as a REMIC at any time.
Section 3.04 Representations and Warranties of the Purchaser.
The Purchaser represents, warrants and covenants to the Company that, as of the related Closing
Date or as of such date specifically provided herein:
(c) The Purchaser is a corporation, dully organized validly existing and in good standing
under the laws of the State of Delaware and is qualified to transact business in, is in good standing
under the laws of, and possesses all licenses necessary for the conduct of its business in, each state
in which any Mortgaged Property is located or is otherwise exempt or not required under applicable law
to effect such qualification or license;
(d) The Purchaser has full power and authority to hold each Mortgage Loan, to purchase
each Mortgage Loan pursuant to this Agreement and the related Term Sheet and to execute, deliver and
perform, and to enter into and consummate all transactions contemplated by this Agreement and the
related Term Sheet and to conduct its business as presently conducted, has duly authorized the
execution, delivery and performance of this Agreement and the related Term Sheet, has duly executed and
delivered this Agreement and the related Term Sheet;
(c) None of the execution and delivery of this Agreement and the related Term Sheet, the
purchase of the Mortgage Loans, the consummation of the transactions contemplated hereby, or the
fulfillment of or compliance with the terms and conditions of this Agreement and the related Term Sheet
will conflict with any of the terms, conditions or provisions of the Purchaser's charter or by-laws or
materially conflict with or result in a material breach of any of the terms, conditions or provisions of
any legal restriction or any agreement or instrument to which the Purchaser is now a party or by which
it is bound, or constitute a default or result in an acceleration under any of the foregoing, or result
in the material violation of any law, rule, regulation, order, judgment or decree to which the Purchaser
or its property is subject;
(d) There is no litigation, suit, proceeding or investigation pending or to the best of
the Purchaser's knowledge, threatened against the Purchaser, or any order or decree with respect to the
Purchaser which is reasonably likely to have a material adverse effect on the purchase of the related
Mortgage Loans, the execution, delivery or enforceability of this Agreement and the related Term Sheet,
or which is reasonably likely to have a material adverse effect on the financial condition of the
Purchaser;
(e) No consent, approval, authorization or order of any court or governmental agency or
body is required for the execution, delivery and performance by the Purchaser of or compliance by the
Purchaser with this Agreement and the related Term Sheet, the purchase of the Mortgage Loans or the
consummation of the transactions contemplated by this Agreement and the related Term Sheet except for
consents, approvals, authorizations and orders which have been obtained;
(f) The consummation of the transactions contemplated by this Agreement and the related
Term Sheet is in the ordinary course of business of the Purchaser;
(h) The Purchaser will treat the purchase of the Mortgage Loans from the Company as a
purchase for reporting, tax and accounting purposes; and
(i) The Purchaser does not believe, nor does it have any cause or reason to believe, that
it cannot perform each and every of its covenants contained in this Agreement and the related Term Sheet.
The Purchaser shall indemnify the Company and hold it harmless against any claims, proceedings,
losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs,
judgments, and other costs and expenses resulting from a breach by the Purchaser of the representations
and warranties contained in this Section 3.04. It is understood and agreed that the obligations of the
Purchaser set forth in this Section 3.04 to indemnify the Seller as provided herein constitute the sole
remedies of the Company respecting a breach of the foregoing representations and warranties.
ARTICLE IV
ADMINISTRATION AND SERVICING OF MORTGAGE LOANSSection 4.01 Company to Act as Servicer.The Company, as independent contract servicer, shall service and administer the Mortgage Loans
in accordance with this Agreement and the related Term Sheet and with Accepted Servicing Practices, and
shall have full power and authority, acting alone, to do or cause to be done any and all things in
connection with such servicing and administration which the Company may deem necessary or desirable and
consistent with the terms of this Agreement and the related Term Sheet and with Accepted Servicing
Practices and exercise the same care that it customarily employs for its own account. Except as set
forth in this Agreement and the related Term Sheet, the Company shall service the Mortgage Loans in
strict compliance with the servicing provisions of the Fannie Mae Guides (special servicing option),
which include, but are not limited to, provisions regarding the liquidation of Mortgage Loans, the
collection of Mortgage Loan payments, the payment of taxes, insurance and other charges, the maintenance
of hazard insurance with a Qualified Insurer, the maintenance of mortgage impairment insurance, the
maintenance of fidelity bond and errors and omissions insurance, inspections, the restoration of
Mortgaged Property, the maintenance of Primary Mortgage Insurance Policies and Lender Primary Mortgage
Insurance Policies, insurance claims, the title, management and disposition of REO Property, permitted
withdrawals with respect to REO Property, liquidation reports, and reports of foreclosures and
abandonments of Mortgaged Property, the transfer of Mortgaged Property, the release of Mortgage Files,
annual statements, and examination of records and facilities. In the event of any conflict,
inconsistency or discrepancy between any of the servicing provisions of this Agreement and the related
Term Sheet and any of the servicing provisions of the Fannie Mae Guides, the provisions of this
Agreement and the related Term Sheet shall control and be binding upon the Purchaser and the Company.
Consistent with the terms of this Agreement and the related Term Sheet, the Company may waive,
modify or vary any term of any Mortgage Loan or consent to the postponement of any such term or in any
manner grant indulgence to any Mortgagor if in the Company's reasonable and prudent determination such
waiver, modification, postponement or indulgence is not materially adverse to the Purchaser, provided,
however, that unless the Company has obtained the prior written consent of the Purchaser, the Company
shall not permit any modification with respect to any Mortgage Loan that would change the Mortgage
Interest Rate, defer for more than ninety (90) days or forgive any payment of principal or interest,
reduce or increase the outstanding principal balance (except for actual payments of principal) or change
the final maturity date on such Mortgage Loan. In the event of any such modification which has been
agreed to in writing by the Purchaser and which permits the deferral of interest or principal payments
on any Mortgage Loan, the Company shall, on the Business Day immediately preceding the Remittance Date
in any month in which any such principal or interest payment has been deferred, deposit in the Custodial
Account from its own funds, in accordance with Section 4.04, the difference between (a) such month's
principal and one month's interest at the Mortgage Loan Remittance Rate on the unpaid principal balance
of such Mortgage Loan and (b) the amount paid by the Mortgagor. The Company shall be entitled to
reimbursement for such advances to the same extent as for all other advances pursuant to Section 4.05.
Without limiting the generality of the foregoing, the Company shall continue, and is hereby authorized
and empowered, to prepare, execute and deliver on behalf of itself and the Purchaser, all instruments of
satisfaction or cancellation, or of partial or full release, discharge and all other comparable
instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties.
Notwithstanding anything herein to the contrary, the Company may not enter into a forbearance agreement
or similar arrangement with respect to any Mortgage Loan which runs more than 180 days after the first
delinquent Due Date. Any such agreement shall be approved by the Purchaser and, if required, by the
Primary Mortgage Insurance Policy insurer and Lender Primary Mortgage Insurance Policy insurer, if
required.
Notwithstanding anything in this Agreement to the contrary, if any Mortgage Loan becomes
subject to a Pass-Through Transfer, the Company (a) with respect to such Mortgage Loan, shall not permit
any modification with respect to such Mortgage Loan that would change the Mortgage Interest Rate and (b)
shall not (unless the Mortgagor is in default with respect to such Mortgage Loan or such default is, in
the judgment of the Company, reasonably foreseeable) make or permit any modification, waiver or
amendment of any term of such Mortgage Loan that would both (i) effect an exchange or reissuance of such
Mortgage Loan under Section 1001 of the Code (or Treasury regulations promulgated thereunder) and (ii)
cause any REMIC to fail to qualify as a REMIC under the Code or the imposition of any tax on "prohibited
transactions" or "contributions" after the startup date under the REMIC Provisions.
Prior to taking any action with respect to the Mortgage Loans subject to a Pass-Through
Transfer, which is not contemplated under the terms of this Agreement, the Company will obtain an
Opinion of Counsel acceptable to the trustee in such Pass-Through Transfer with respect to whether such
action could result in the imposition of a tax upon any REMIC (including but not limited to the tax on
prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a
REMIC set forth in Section 860G(d) of the Code)(either such event, an "Adverse REMIC Event"), and the
Company shall not take any such actions as to which it has been advised that an Adverse REMIC Event
could occur.
The Company shall not permit the creation of any "interests" (within the meaning of Section
860G of the Code) in any REMIC. The Company shall not enter into any arrangement by which a REMIC will
receive a fee or other compensation for services nor permit a REMIC to receive any income from assets
other than "qualified mortgages" as defined in Section 860G(a)(3) of the Code or "permitted investments"
as defined in Section 860G(a)(5) of the Code.
In servicing and administering the Mortgage Loans, the Company shall employ Accepted Servicing
Practices, giving due consideration to the Purchaser's reliance on the Company. Unless a different time
period is stated in this Agreement or the related Term Sheet, the Purchaser shall be deemed to have
given consent in connection with a particular matter if the Purchaser does not affirmatively grant or
deny consent within five (5) Business Days from the date the Purchaser receives a second written request
for consent for such matter from the Company as servicer.
The Mortgage Loans may be subserviced by a Subservicer on behalf of the Company provided that
the Subservicer is an entity that engages in the business of servicing loans, and in either case shall
be authorized to transact business, and licensed to service mortgage loans, in the state or states where
the related Mortgaged Properties it is to service are situated, if and to the extent required by
applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing
Agreement, and in either case shall be a FHLMC or Fannie Mae approved mortgage servicer in good
standing, and no event has occurred, including but not limited to a change in insurance coverage, which
would make it unable to comply with the eligibility requirements for lenders imposed by Fannie Mae or
for seller/servicers imposed by Fannie Mae or FHLMC, or which would require notification to Fannie Mae
or FHLMC. In addition, each Subservicer will obtain and preserve its qualifications to do business as a
foreign corporation and its licenses to service mortgage loans, in each jurisdiction in which such
qualifications and/or licenses are or shall be necessary to protect the validity and enforceability of
this Agreement, or any of the Mortgage Loans and to perform or cause to be performed its duties under
the related Subservicing Agreement. The Company may perform any of its servicing responsibilities
hereunder or may cause the Subservicer to perform any such servicing responsibilities on its behalf, but
the use by the Company of the Subservicer shall not release the Company from any of its obligations
hereunder and the Company shall remain responsible hereunder for all acts and omissions of the
Subservicer as fully as if such acts and omissions were those of the Company. The Company shall pay all
fees and expenses of the Subservicer from its own funds, and the Subservicer's fee shall not exceed the
Servicing Fee. The Company shall notify the Purchaser promptly in writing upon the appointment of any
Subservicer.
At the cost and expense of the Company, without any right of reimbursement from the Custodial
Account, the Company shall be entitled to terminate the rights and responsibilities of the Subservicer
and arrange for any servicing responsibilities to be performed by a successor subservicer meeting the
requirements in the preceding paragraph; provided, however, that nothing contained herein shall be
deemed to prevent or prohibit the Company, at the Company's option, from electing to service the related
Mortgage Loans itself. In the event that the Company's responsibilities and duties under this Agreement
are terminated pursuant to Section 4.03, 4.13, 8.04, 9.01 or 10.01 and if requested to do so by the
Purchaser, the Company shall at its own cost and expense terminate the rights and responsibilities of
the Subservicer effective as of the date of termination of the Company. The Company shall pay all fees,
expenses or penalties necessary in order to terminate the rights and responsibilities of the Subservicer
from the Company's own funds without reimbursement from the Purchaser.
Notwithstanding any of the provisions of this Agreement relating to agreements or arrangements
between the Company and the Subservicer or any reference herein to actions taken through the Subservicer
or otherwise, the Company shall not be relieved of its obligations to the Purchaser and shall be
obligated to the same extent and under the same terms and conditions as if it alone were servicing and
administering the Mortgage Loans. The Company shall be entitled to enter into an agreement with the
Subservicer for indemnification of the Company by the Subservicer and nothing contained in this
Agreement shall be deemed to limit or modify such indemnification. The Company will indemnify and hold
the Purchaser harmless from any loss, liability or expense arising out of its use of a Subservicer to
perform any of its servicing duties, responsibilities and obligations hereunder.
Any Subservicing Agreement and any other transactions or services relating to the Mortgage
Loans involving the Subservicer shall be deemed to be between the Subservicer and the Company alone, and
the Purchaser shall have no obligations, duties or liabilities with respect to the Subservicer including
no obligation, duty or liability of the Purchaser to pay the Subservicer's fees and expenses. For
purposes of distributions and advances by the Company pursuant to this Agreement, the Company shall be
deemed to have received a payment on a Mortgage Loan when the Subservicer has received such payment.
Section 4.02 Collection of Mortgage Loan Payments.
Continuously from the date hereof until the date each Mortgage Loan ceases to be subject to
this Agreement, the Company will proceed diligently to collect all payments due under each Mortgage Loan
when the same shall become due and payable and shall, to the extent such procedures shall be consistent
with this Agreement, Accepted Servicing Practices, and the terms and provisions of any related Primary
Mortgage Insurance Policy and Lender Primary Mortgage Insurance Policy, follow such collection
procedures as it follows with respect to mortgage loans comparable to the Mortgage Loans and held for
its own account. Further, the Company will take special care in ascertaining and estimating annual
escrow payments, and all other charges that, as provided in the Mortgage, will become due and payable,
so that the installments payable by the Mortgagors will be sufficient to pay such charges as and when
they become due and payable.
In no event will the Company waive its right to any prepayment penalty or premium without the
prior written consent of the Purchaser and the Company will use diligent efforts to collect same when
due except as otherwise provided in the prepayment penalty provisions provided in the Mortgage Loan
Documents.
Section 4.03 Realization Upon Defaulted Mortgage.The Company shall use its best efforts, consistent with the procedures that the Company would
use in servicing loans for its own account, consistent with Accepted Servicing Practices, any Primary
Mortgage Insurance Policies and Lender Primary Mortgage Insurance Policies and the best interest of the
Purchaser, to foreclose upon or otherwise comparably convert the ownership of properties securing such
of the Mortgage Loans as come into and continue in default and as to which no satisfactory arrangements
can be made for collection of delinquent payments pursuant to Section 4.01. Foreclosure or comparable
proceedings shall be initiated within ninety (90) days of default for Mortgaged Properties for which no
satisfactory arrangements can be made for collection of delinquent payments, subject to state and
federal law and regulation. The Company shall use its best efforts to realize upon defaulted Mortgage
Loans in such manner as will maximize the receipt of principal and interest by the Purchaser, taking
into account, among other things, the timing of foreclosure proceedings. The foregoing is subject to
the provisions that, in any case in which a Mortgaged Property shall have suffered damage, the Company
shall not be required to expend its own funds toward the restoration of such property unless it shall
determine in its discretion (i) that such restoration will increase the proceeds of liquidation of the
related Mortgage Loan to the Purchaser after reimbursement to itself for such expenses, and (ii) that
such expenses will be recoverable by the Company through Insurance Proceeds or Liquidation Proceeds from
the related Mortgaged Property, as contemplated in Section 4.05. The Company shall obtain prior
approval of the Purchaser as to repair or restoration expenses in excess of ten thousand dollars
($10,000). The Company shall notify the Purchaser in writing of the commencement of foreclosure
proceedings and not less than five (5) days prior to the acceptance or rejection of any offer of
reinstatement. The Company shall be responsible for all costs and expenses incurred by it in any such
proceedings or functions; provided, however, that it shall be entitled to reimbursement thereof from the
related property, as contemplated in Section 4.05. Notwithstanding anything to the contrary contained
herein, in connection with a foreclosure or acceptance of a deed in lieu of foreclosure, in the event
the Company has reasonable cause to believe that a Mortgaged Property is contaminated by hazardous or
toxic substances or wastes, or if the Purchaser otherwise requests an environmental inspection or review
of such Mortgaged Property, such an inspection or review is to be conducted by a qualified inspector at
the Purchaser's expense. Upon completion of the inspection, the Company shall promptly provide the
Purchaser with a written report of the environmental inspection. After reviewing the environmental
inspection report, the Purchaser shall determine how the Company shall proceed with respect to the
Mortgaged Property.
Notwithstanding anything to the contrary contained herein, the Purchaser may, at the
Purchaser's sole option, terminate the Company as servicer of any Mortgage Loan which becomes ninety
(90) days or greater delinquent in payment of a scheduled Monthly Payment, without payment of any
termination fee with respect thereto, provided that the Company shall on the date said termination takes
effect be reimbursed for any unreimbursed Monthly Advances of the Company's funds made pursuant to
Section 5.03 and any unreimbursed Servicing Advances and Servicing Fees in each case relating to the
Mortgage Loan underlying such delinquent Mortgage Loan notwithstanding anything to the contrary set
forth in Section 4.05. In the event of any such termination, the provisions of Section 11.01 hereof
shall apply to said termination and the transfer of servicing responsibilities with respect to such
delinquent Mortgage Loan to the Purchaser or its designee.
In the event that a Mortgage Loan becomes part of a REMIC, and becomes REO Property, such
property shall be disposed of by the Company, with the consent of the Purchaser as required pursuant to
this Agreement, before the close of the third taxable year following the taxable year in which the
Mortgage Loan became an REO Property, unless the Company provides to the trustee under such REMIC an
Opinion of Counsel to the effect that the holding of such REO Property subsequent to the close of the
third taxable year following the taxable year in which the Mortgage Loan became an REO Property, will
not result in the imposition of taxes on "prohibited transactions" as defined in Section 860F of the
Code, or cause the transaction to fail to qualify as a REMIC at any time that certificates are
outstanding. The Company shall manage, conserve, protect and operate each such REO Property for the
certificateholders solely for the purpose of its prompt disposition and sale in a manner which does not
cause such property to fail to qualify as "foreclosure property" within the meaning of Section
860F(a)(2)(E) of the Code, or any "net income from foreclosure property" which is subject to taxation
under the REMIC provisions of the Code. Pursuant to its efforts to sell such property, the Company
shall either itself or through an agent selected by the Company, protect and conserve such property in
the same manner and to such an extent as is customary in the locality where such property is located.
Additionally, the Company shall perform the tax withholding and reporting related to Sections 1445 and
6050J of the Code.
Section 4.04 Establishment of Custodial Accounts; Deposits in Custodial Accounts.The Company shall segregate and hold all funds collected and received pursuant to each Mortgage
Loan separate and apart from any of its own funds and general assets and shall establish and maintain
one or more Custodial Accounts. The Custodial Account shall be an Eligible Account. Funds shall be
deposited in the Custodial Account within twenty-four (24) hours of receipt, and shall at all times be
insured by the FDIC up to the FDIC insurance limits, or must be invested in Permitted Investments for
the benefit of the Purchaser. Funds deposited in the Custodial Account may be drawn on by the Company
in accordance with Section 4.05. The creation of any Custodial Account shall be evidenced by a letter
agreement in the form shown in Exhibit B hereto. The original of such letter agreement shall be
furnished to the Purchaser on the Closing Date, and upon the request of any subsequent Purchaser.
The Company shall deposit in the Custodial Account on a daily basis, and retain therein the
following payments and collections received or made by it subsequent to the Cut-off Date, or received by
it prior to the Cut-off Date but allocable to a period subsequent thereto, other than in respect of
principal and interest on the Mortgage Loans due on or before the Cut-off Date:
(i) all payments on account of principal, including Principal Prepayments, on the Mortgage
Loans;
(ii) all payments on account of interest on the Mortgage Loans adjusted to the Mortgage
Loan Remittance Rate;
(iii) all Liquidation Proceeds;
(iv) any amounts required to be deposited by the Company in connection with any REO
Property pursuant to Section 4.13 and in connection therewith, the Company shall provide the Purchaser
with written detail itemizing all of such amounts;
(v) all Insurance Proceeds including amounts required to be deposited pursuant to Sections
4.08, 4.10 and 4.11, other than proceeds to be held in the Escrow Account and applied to the restoration
or repair of the Mortgaged Property or released to the Mortgagor in accordance with Accepted Servicing
Practices, the Mortgage Loan Documents or applicable law;
(vi) all Condemnation Proceeds affecting any Mortgaged Property which are not released to
the Mortgagor in accordance with Accepted Servicing Practices, the loan documents or applicable law;
(vii) any Monthly Advances;
(viii) with respect to each full or partial Principal Prepayment, any Prepayment Interest
Shortfalls, to the extent of the Company's aggregate Servicing Fee received with respect to the related
Prepayment Period;
(ix) any amounts required to be deposited by the Company pursuant to Section 4.10 in
connection with the deductible clause in any blanket hazard insurance policy, such deposit shall be made
from the Company's own funds, without reimbursement therefor; and
(x) any amounts required to be deposited in the Custodial Account pursuant to Section
4.01, 4.13 or 6.02.
The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being
understood and agreed that, without limiting the generality of the foregoing, payments in the nature of
late payment charges and assumption fees, to the extent permitted by Section 6.01, need not be deposited
by the Company in the Custodial Account. Any interest paid on funds deposited in the Custodial Account
by the depository institution shall accrue to the benefit of the Company and the Company shall be
entitled to retain and withdraw such interest from the Custodial Account pursuant to Section 4.05(iv).
The Purchaser shall not be responsible for any losses suffered with respect to investment of funds in
the Custodial Account.
Section 4.05 Permitted Withdrawals From the Custodial Account.The Company may, from time to time, withdraw from the Custodial Account for the following
purposes:
(i) to make payments to the Purchaser in the amounts and in the manner provided for in
Section 5.01;
(ii) to reimburse itself for Monthly Advances, the Company's right to reimburse itself
pursuant to this subclause (ii) being limited to amounts received on the related Mortgage Loan which
represent late collections (net of the related Servicing Fees) of principal and/or interest respecting
which any such advance was made, it being understood that, in the case of such reimbursement, the
Company's right thereto shall be prior to the rights of the Purchaser, except that, where the Company is
required to repurchase a Mortgage Loan, pursuant to Section 3.03, the Company's right to such
reimbursement shall be subsequent to the payment to the Purchaser of the Repurchase Price pursuant to
such Section and all other amounts required to be paid to the Purchaser with respect to such Mortgage
Loan;
(iii) to reimburse itself for unreimbursed Servicing Advances and any unpaid Servicing Fees
(or REO administration fees described in Section 4.13), the Company's right to reimburse itself pursuant
to this subclause (iii) with respect to any Mortgage Loan being limited to related proceeds from
Liquidation Proceeds, Condemnation Proceeds and Insurance Proceeds in accordance with the relevant
provisions of the Fannie Mae Guides or as otherwise set forth in this Agreement; any recovery shall be
made upon liquidation of the REO Property;
(iv) to pay to itself as part of its servicing compensation (a) any interest earned on
funds in the Custodial Account (all such interest to be withdrawn monthly not later than each Remittance
Date), and (b) the Servicing Fee from that portion of any payment or recovery as to interest with
respect to a particular Mortgage Loan;
(v) to pay to itself with respect to each Mortgage Loan that has been repurchased pursuant
to Section 3.03 all amounts received thereon and not distributed as of the date on which the related
Repurchase Price is determined,
(vi) to transfer funds to another Eligible Account in accordance with Section 4.09 hereof;
(vii) to remove funds inadvertently placed in the Custodial Account by the Company;
(vi) to clear and terminate the Custodial Account upon the termination of this Agreement;
and
(vii) to reimburse itself for Nonrecoverable Advances to the extent not reimbursed pursuant
to clause (ii) or clause (iii).
Section 4.06 Establishment of Escrow Accounts; Deposits in Escrow Accounts.The Company shall segregate and hold all funds collected and received pursuant to each Mortgage
Loan which constitute Escrow Payments separate and apart from any of its own funds and general assets
and shall establish and maintain one or more Escrow Accounts. The Escrow Account shall be an Eligible
Account. Funds deposited in each Escrow Account shall at all times be insured in a manner to provide
maximum insurance under the insurance limitations of the FDIC, or must be invested in Permitted
Investments. Funds deposited in the Escrow Account may be drawn on by the Company in accordance with
Section 4.07. The creation of any Escrow Account shall be evidenced by a letter agreement in the form
shown in Exhibit C. The original of such letter agreement shall be furnished to the Purchaser on the
Closing Date, and upon request to any subsequent purchaser.
The Company shall deposit in the Escrow Account or Accounts on a daily basis, and retain
therein:
(i) all Escrow Payments collected on account of the Mortgage Loans, for the purpose of
effecting timely payment of any such items as required under the terms of this Agreement;
(ii) all Insurance Proceeds which are to be applied to the restoration or repair of any
Mortgaged Property; and
(iii) all Servicing Advances for Mortgagors whose Escrow Payments are insufficient to cover
escrow disbursements.
The Company shall make withdrawals from the Escrow Account only to effect such payments as are
required under this Agreement, and for such other purposes as shall be as set forth or in accordance
with Section 4.07. The Company shall be entitled to retain any interest paid on funds deposited in the
Escrow Account by the depository institution other than interest on escrowed funds required by law to be
paid to the Mortgagor and, to the extent required by law, the Company shall pay interest on escrowed
funds to the Mortgagor notwithstanding that the Escrow Account is non-interest bearing or that interest
paid thereon is insufficient for such purposes. The Purchaser shall not be responsible for any losses
suffered with respect to investment of funds in the Escrow Account.
Section 4.07 Permitted Withdrawals From Escrow Account.
Withdrawals from the Escrow Account may be made by the Company only:
(i) to effect timely payments of ground rents, taxes, assessments, water rates, Primary
Mortgage Insurance Policy premiums, if applicable, fire and hazard insurance premiums, condominium
assessments and comparable items;
(ii) to reimburse the Company for any Servicing Advance made by the Company with respect to
a related Mortgage Loan but only from amounts received on the related Mortgage Loan which represent late
payments or collections of Escrow Payments thereunder;
(iii) to refund to the Mortgagor any funds as may be determined to be overages;
(iv) for transfer to the Custodial Account in accordance with the terms of this Agreement;
(v) for application to restoration or repair of the Mortgaged Property;
(vi) to pay to the Company, or to the Mortgagor to the extent required by law, any interest
paid on the funds deposited in the Escrow Account;
(vii) to clear and terminate the Escrow Account on the termination of this Agreement;
(viii) to pay to the Mortgagors or other parties Insurance Proceeds deposited in accordance
with Section 4.06; and
(viii) to remove funds inadvertently placed in the Escrow Account by the Company.
Section 4.08 Payment of Taxes, Insurance and Other Charges; Maintenance of Primary MortgageInsurance Policies; Collections Thereunder.
With respect to each Mortgage Loan, the Company shall maintain accurate records reflecting the
status of ground rents, taxes, assessments, water rates and other charges which are or may become a lien
upon the Mortgaged Property and the status of primary mortgage insurance premiums and fire and hazard
insurance coverage and shall obtain, from time to time, all bills for the payment of such charges,
including renewal premiums and shall effect payment thereof prior to the applicable penalty or
termination date and at a time appropriate for securing maximum discounts allowable, employing for such
purpose deposits of the Mortgagor in the Escrow Account which shall have been estimated and accumulated
by the Company in amounts sufficient for such purposes, as allowed under the terms of the Mortgage or
applicable law. To the extent that the Mortgage does not provide for Escrow Payments, the Company shall
determine that any such payments are made by the Mortgagor at the time they first become due. The
Company assumes full responsibility for the timely payment of all such bills and shall effect timely
payments of all such bills irrespective of the Mortgagor's faithful performance in the payment of same
or the making of the Escrow Payments and shall make advances from its own funds to effect such payments.
The Company will maintain in full force and effect Primary Mortgage Insurance Policies or
Lender Primary Mortgage Insurance Policies issued by a Qualified Insurer with respect to each Mortgage
Loan for which such coverage is herein required. Such coverage will be terminated only with the
approval of the Purchaser, until the LTV of the related Mortgage Loan is reduced to that amount for
which Fannie Mae no longer requires such insurance to be maintained, or as required by applicable law or
regulation. The Company will not cancel or refuse to renew any Primary Mortgage Insurance Policy or
Lender Primary Mortgage Insurance Policy in effect on the Closing Date that is required to be kept in
force under this Agreement unless a replacement Primary Mortgage Insurance Policy or Lender Primary
Mortgage Insurance Policy for such canceled or nonrenewed policy is obtained from and maintained with a
Qualified Insurer. The Company shall not take any action which would result in non-coverage under any
applicable Primary Mortgage Insurance Policy or Lender Primary Mortgage Insurance Policy of any loss
which, but for the actions of the Company would have been covered thereunder. In connection with any
assumption or substitution agreement entered into or to be entered into pursuant to Section 6.01, the
Company shall promptly notify the insurer under the related Primary Mortgage Insurance Policy or Lender
Primary Mortgage Insurance Policy, if any, of such assumption or substitution of liability in accordance
with the terms of such policy and shall take all actions which may be required by such insurer as a
condition to the continuation of coverage under the Primary Mortgage Insurance Policy or Lender Primary
Mortgage Insurance Policy. If such Primary Mortgage Insurance Policy or Lender Primary Mortgage
Insurance Policy is terminated as a result of such assumption or substitution of liability, the Company
shall obtain a replacement Primary Mortgage Insurance Policy or Lender Primary Mortgage Insurance Policy
as provided above.
In connection with its activities as servicer, the Company agrees to prepare and present, on
behalf of itself and the Purchaser, claims to the insurer under any Private Mortgage Insurance Policy in
a timely fashion in accordance with the terms of such Primary Mortgage Insurance Policy or Lender
Primary Mortgage Insurance Policy and, in this regard, to take such action as shall be necessary to
permit recovery under any Primary Mortgage Insurance Policy or Lender Primary Mortgage Insurance Policy
respecting a defaulted Mortgage Loan. Pursuant to Section 4.04, any amounts collected by the Company
under any Primary Mortgage Insurance Policy or Lender Primary Mortgage Insurance Policy shall be
deposited in the Custodial Account, subject to withdrawal pursuant to Section 4.05.
Section 4.09 Transfer of Accounts.The Company may transfer the Custodial Account or the Escrow Account to a different Eligible
Account from time to time. Such transfer shall be made only upon obtaining the prior written consent of
the Purchaser, which consent will not be unreasonably withheld.
Section 4.10 Maintenance of Hazard Insurance.The Company shall cause to be maintained for each Mortgage Loan fire and hazard insurance with
extended coverage as is acceptable to Fannie Mae or FHLMC and customary in the area where the Mortgaged
Property is located in an amount which is equal to the greater of (a) the outstanding principal balance
of the Mortgage Loan, and (b) an amount such that the proceeds thereof shall be sufficient to prevent
the Mortgagor and/or the mortgagee from becoming a co-insurer. If required by the Flood Disaster
Protection Act of 1973, as amended, each Mortgage Loan shall be covered by a flood insurance policy
meeting the requirements of the current guidelines of the Federal Insurance Administration in effect
with an insurance carrier acceptable to Fannie Mae or FHLMC, in an amount representing coverage not less
than the lesser of (i) the outstanding principal balance of the Mortgage Loan, (ii) the maximum
insurable value of the improvements securing such Mortgage Loan or (iii) the maximum amount of insurance
which is available under the Flood Disaster Protection Act of 1973, as amended. If at any time during
the term of the Mortgage Loan, the Company determines in accordance with applicable law and pursuant to
the Fannie Mae Guides that a Mortgaged Property is located in a special flood hazard area and is not
covered by flood insurance or is covered in an amount less than the amount required by the Flood
Disaster Protection Act of 1973, as amended, the Company shall notify the related Mortgagor that the
Mortgagor must obtain such flood insurance coverage, and if said Mortgagor fails to obtain the required
flood insurance coverage within forty-five (45) days after such notification, the Company shall
immediately force place the required flood insurance on the Mortgagor's behalf. The Company shall also
maintain on each REO Property, fire and hazard insurance with extended coverage in an amount which is at
least equal to the maximum insurable value of the improvements which are a part of such property, and,
to the extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood
insurance in an amount as provided above. Any amounts collected by the Company under any such policies
other than amounts to be deposited in the Escrow Account and applied to the restoration or repair of the
Mortgaged Property or REO Property, or released to the Mortgagor in accordance with Accepted Servicing
Practices, shall be deposited in the Custodial Account, subject to withdrawal pursuant to Section 4.05.
It is understood and agreed that no other additional insurance need be required by the Company of the
Mortgagor or maintained on property acquired in respect of the Mortgage Loan, other than pursuant to
this Agreement, the Fannie Mae Guides or such applicable state or federal laws and regulations as shall
at any time be in force and as shall require such additional insurance. All such policies shall be
endorsed with standard mortgagee clauses with loss payable to the Company and its successors and/or
assigns and shall provide for at least thirty (30) days prior written notice of any cancellation,
reduction in the amount or material change in coverage to the Company. The Company shall not interfere
with the Mortgagor's freedom of choice in selecting either his insurance carrier or agent; provided,
however, that the Company shall not accept any such insurance policies from insurance companies unless
such companies are Qualified Insurers.
Section 4.11 Maintenance of Mortgage Impairment Insurance Policy.
In the event that the Company shall obtain and maintain a blanket policy issued by a Qualified
Insurer insuring against hazard losses on all of the Mortgage Loans, then, to the extent such policy
provides coverage in an amount equal to the amount required pursuant to Section 4.10 and otherwise
complies with all other requirements of Section 4.10, it shall conclusively be deemed to have satisfied
its obligations as set forth in Section 4.10, it being understood and agreed that such policy may
contain a deductible clause, in which case the Company shall, in the event that there shall not have
been maintained on the related Mortgaged Property or REO Property a policy complying with Section 4.10,
and there shall have been a loss which would have been covered by such policy, deposit in the Custodial
Account the amount not otherwise payable under the blanket policy because of such deductible clause. In
connection with its activities as servicer of the Mortgage Loans, the Company agrees to prepare and
present, on behalf of the Purchaser, claims under any such blanket policy in a timely fashion in
accordance with the terms of such policy. Upon request of the Purchaser, the Company shall cause to be
delivered to the Purchaser a certified true copy of such policy and shall use its best efforts to obtain
a statement from the insurer thereunder that such policy shall in no event be terminated or materially
modified without thirty (30) days' prior written notice to the Purchaser.
Section 4.12 Fidelity Bond, Errors and Omissions Insurance.The Company shall maintain, at its own expense, a blanket fidelity bond and an errors and
omissions insurance policy, with broad coverage with responsible companies on all officers, employees or
other persons acting in any capacity with regard to the Mortgage Loan to handle funds, money, documents
and papers relating to the Mortgage Loan. The Fidelity Bond shall be in the form of the Financial
Institution Bond Form A and shall protect and insure the Company against losses, including forgery,
theft, embezzlement and fraud of such persons. The errors and omissions insurance shall protect and
insure the Company against losses arising out of errors and omissions and negligent acts of such
persons. Such errors and omissions insurance shall also protect and insure the Company against losses in
connection with the failure to maintain any insurance policies required pursuant to this Agreement and
the release or satisfaction of a Mortgage Loan without having obtained payment in full of the
indebtedness secured thereby. No provision of this Section 4.12 requiring the Fidelity Bond or errors
and omissions insurance shall diminish or relieve the Company from its duties and obligations as set
forth in this Agreement. The minimum coverage under any such bond and insurance policy shall be at
least equal to the corresponding amounts required by Fannie Mae in the Fannie Mae Guides. Upon request
by the Purchaser, the Company shall deliver to the Purchaser a certificate from the surety and the
insurer as to the existence of the Fidelity Bond and errors and omissions insurance policy and shall
obtain a statement from the surety and the insurer that such Fidelity Bond or insurance policy shall in
no event be terminated or materially modified without thirty (30) days' prior written notice to the
Purchaser. The Company shall notify the Purchaser within five (5) business days of receipt of notice
that such Fidelity Bond or insurance policy will be, or has been, materially modified or terminated.
Upon request by the Purchaser, the Company shall provide the Purchaser with an insurance certificate
certifying coverage under this Section 4.12, and will provide an update to such certificate upon
request, or upon renewal or material modification of coverage.
Section 4.13 Title, Management and Disposition of REO Property.
In the event that title to the Mortgaged Property is acquired in foreclosure or by deed in lieu
of foreclosure, the deed or certificate of sale shall be taken in the name of the Purchaser or its
designee, or in the event the Purchaser or its designee is not authorized or permitted to hold title to
real property in the state where the REO Property is located, or would be adversely affected under the
"doing business" or tax laws of such state by so holding title, the deed or certificate of sale shall be
taken in the name of such Person or Persons as shall be consistent with an Opinion of Counsel obtained
by the Company from an attorney duly licensed to practice law in the state where the REO Property is
located. Any Person or Persons holding such title other than the Purchaser shall acknowledge in writing
that such title is being held as nominee for the benefit of the Purchaser.
The Company shall notify the Purchaser in accordance with the Fannie Mae Guides of each
acquisition of REO Property upon such acquisition (and, in any event, shall provide notice of the
consummation of any foreclosure sale within three (3) Business Days of the date the Company receives
notice of such consummation), together with a copy of the drive by appraisal or brokers price opinion of
the Mortgaged Property obtained in connection with such acquisition, and thereafter assume the
responsibility for marketing such REO property in accordance with Accepted Servicing Practices.
Thereafter, the Company shall continue to provide certain administrative services to the Purchaser
relating to such REO Property as set forth in this Section 4.13. No Servicing Fee shall be assessed or
otherwise accrue on any REO Property from and after the date on which it becomes an REO Property.
The Company shall, either itself or through an agent selected by the Company, and in accordance
with the Fannie Mae Guides manage, conserve, protect and operate each REO Property in the same manner
that it manages, conserves, protects and operates other foreclosed property for its own account, and in
the same manner that similar property in the same locality as the REO Property is managed. The Company
shall cause each REO Property to be inspected promptly upon the acquisition of title thereto and shall
cause each REO Property to be inspected at least monthly thereafter or more frequently as required by
the circumstances. The Company shall make or cause to be made a written report of each such
inspection. Such reports shall be retained in the Mortgage File and copies thereof shall be forwarded
by the Company to the Purchaser.
The Company shall use its best efforts to dispose of the REO Property as soon as possible and
shall sell such REO Property in any event within three (3) years after title has been taken to such REO
Property. No REO Property shall be marketed for less than the Appraised Value, without the prior
consent of the Purchaser. No REO Property shall be sold for less than ninety-five percent (95%) of its
Appraised Value, without the prior consent of Purchaser. All requests for reimbursement of Servicing
Advances shall be in accordance with the Fannie Mae Guides. The disposition of REO Property shall be
carried out by the Company at such price, and upon such terms and conditions, as the Company deems to be
in the best interests of the Purchaser (subject to the above conditions) only with the prior written
consent of the Purchaser. The Company shall provide monthly reports to the Purchaser in reference to
the status of the marketing of the REO Properties.
Notwithstanding anything to the contrary contained herein, the Purchaser may, at the
Purchaser's sole option, terminate the Company as servicer of any such REO Property without payment of
any termination fee with respect thereto; provided that the Company shall on the date said termination
takes effect be reimbursed for any unreimbursed advances of the Company's funds made pursuant to Section
5.03 and any unreimbursed Servicing Advances and Servicing Fees in each case relating to the Mortgage
Loan underlying such REO Property notwithstanding anything to the contrary set forth in Section 4.05.
In the event of any such termination, the provisions of Section 11.01 hereof shall apply to said
termination and the transfer of servicing responsibilities with respect to such REO Property to the
Purchaser or its designee. Within five (5) Business Days of any such termination, the Company shall, if
necessary convey such property to the Purchaser and shall further provide the Purchaser with the
following information regarding the subject REO Property: the related drive by appraisal or brokers
price opinion, and copies of any related Mortgage Impairment Insurance Policy claims. In addition,
within five (5) Business Days, the Company shall provide the Purchaser with the following information
and documents regarding the subject REO Property: the related trustee's deed upon sale and copies of any
related hazard insurance claims, or repair bids.
Section 4.14 Notification of Maturity Date.
With respect to each Mortgage Loan, the Company shall execute and deliver to the Mortgagor any
and all necessary notices required under applicable law and the terms of the related Mortgage Note and
Mortgage regarding the maturity date if required under applicable law.
ARTICLE V
PAYMENTS TO THE PURCHASER
Section 5.01 Distributions.
On each Remittance Date, the Company shall distribute by wire transfer of immediately available
funds to the Purchaser (i) all amounts credited to the Custodial Account as of the close of business on
the preceding Determination Date, net of charges against or withdrawals from the Custodial Account
pursuant to Section 4.05, plus (ii) all Monthly Advances, if any, which the Company is obligated to
distribute pursuant to Section 5.03, plus, (iii) interest at the Mortgage Loan Remittance Rate on any
Principal Prepayment from the date of such Principal Prepayment through the end of the month for which
disbursement is made provided that the Company's obligation as to payment of such interest shall be
limited to the Servicing Fee earned during the month of the distribution, minus (iv) any amounts
attributable to Monthly Payments collected but due on a Due Date or Dates subsequent to the preceding
Determination Date, which amounts shall be remitted on the Remittance Date next succeeding the Due
Period for such amounts. It is understood that, by operation of Section 4.04, the remittance on the
First Remittance Date with respect to Mortgage Loans purchased pursuant to the related Term Sheet is to
include principal collected after the Cut-off Date through the preceding Determination Date plus
interest, adjusted to the Mortgage Loan Remittance Rate collected through such Determination Date
exclusive of any portion thereof allocable to the period prior to the Cut-off Date, with the adjustments
specified in clauses (ii), (iii) and (iv) above.
With respect to any remittance received by the Purchaser after the Remittance Date, the Company
shall pay to the Purchaser interest on any such late payment at an annual rate equal to the Prime Rate,
adjusted as of the date of each change, plus three (3) percentage points, but in no event greater than
the maximum amount permitted by applicable law. Such interest shall cover the period commencing with
the day following the Business Day such payment was due and ending with the Business Day on which such
payment is made to the Purchaser, both inclusive. The payment by the Company of any such interest shall
not be deemed an extension of time for payment or a waiver of any Event of Default by the Company. On
each Remittance Date, the Company shall provide a remittance report detailing all amounts being remitted
pursuant to this Section 5.01.
Section 5.02 Statements to the Purchaser.The Company shall furnish to the Purchaser an individual loan accounting report, as of the last
Business Day of each month, in the Company's assigned loan number order to document Mortgage Loan
payment activity on an individual Mortgage Loan basis. With respect to each month, the corresponding
individual loan accounting report shall be received by the Purchaser no later than the fifth Business
Day of the following month on a disk or tape or other computer-readable format in such format as may be
mutually agreed upon by both the Purchaser and the Company, and no later than the fifth Business Day of
the following month in hard copy, and shall contain the following:
(i) With respect to each Monthly Payment, the amount of such remittance allocable to principal
(including a separate breakdown of any Principal Prepayment, including the date of such prepayment, and
any prepayment penalties or premiums, along with a detailed report of interest on principal prepayment
amounts remitted in accordance with Section 4.04);
(ii) with respect to each Monthly Payment, the amount of such remittance allocable to interest;
(iii) the amount of servicing compensation received by the Company during the prior
distribution period;
(iv) the aggregate Stated Principal Balance of the Mortgage Loans;
(v) the aggregate of any expenses reimbursed to the Company during the prior distribution
period pursuant to Section 4.05; and
(vi) The number and aggregate outstanding principal balances of Mortgage Loans (a) delinquent
(1) 30 to 59 days, (2) 60 to 89 days, (3) 90 days or more; (b) as to which foreclosure has commenced;
and (c) as to which REO Property has been acquired.
The Company shall also provide a trial balance, sorted in the Purchaser's assigned loan number
order, in the form of Exhibit E hereto, with each such Report.
The Company shall prepare and file any and all information statements or other filings required
to be delivered to any governmental taxing authority or to the Purchaser pursuant to any applicable law
with respect to the Mortgage Loans and the transactions contemplated hereby. In addition, the Company
shall provide the Purchaser with such information concerning the Mortgage Loans as is necessary for the
Purchaser to prepare its federal income tax return as the Purchaser may reasonably request from time to
time.
In addition, not more than ninety (90) days after the end of each calendar year, the Company
shall furnish to each Person who was a Purchaser at any time during such calendar year an annual
statement in accordance with the requirements of applicable federal income tax law as to the aggregate
of remittances for the applicable portion of such year.
Section 5.03 Monthly Advances by the Company.
Not later than the close of business on the Business Day preceding each Remittance Date, the
Company shall deposit in the Custodial Account an amount equal to all payments not previously advanced
by the Company, whether or not deferred pursuant to Section 4.01, of principal (due after the Cut-off
Date) and interest not allocable to the period prior to the Cut-off Date, adjusted to the Mortgage Loan
Remittance Rate, which were due on a Mortgage Loan and delinquent at the close of business on the
related Determination Date.
The Company's obligation to make such Monthly Advances as to any Mortgage Loan will continue
through the last Monthly Payment due prior to the payment in full of the Mortgage Loan, or through the
Remittance Date prior to the date on which the Mortgaged Property liquidates (including Insurance
Proceeds, proceeds from the sale of REO Property or Condemnation Proceeds) with respect to the Mortgage
Loan unless the Company deems such advance to be a Nonrecoverable Advance. In such event, the Company
shall deliver to the Purchaser an Officer's Certificate of the Company to the effect that an officer of
the Company has reviewed the related Mortgage File and has made the reasonable determination that any
additional advances are nonrecoverable.
Section 5.04 Liquidation Reports.
Upon the foreclosure sale of any Mortgaged Property or the acquisition thereof by the Purchaser
pursuant to a deed-in-lieu of foreclosure, the Company shall submit to the Purchaser a liquidation
report with respect to such Mortgaged Property in a form mutually acceptable to the Company and the
Purchaser. The Company shall also provide reports on the status of REO Property containing such
information as the Purchaser may reasonably require.
ARTICLE VI
GENERAL SERVICING PROCEDURES
Section 6.01 Assumption Agreements.The Company will, to the extent it has knowledge of any conveyance or prospective conveyance by
any Mortgagor of the Mortgaged Property (whether by absolute conveyance or by contract of sale, and
whether or not the Mortgagor remains or is to remain liable under the Mortgage Note and/or the
Mortgage), exercise its rights to accelerate the maturity of such Mortgage Loan under any "due-on-sale"
clause to the extent permitted by law; provided, however, that the Company shall not exercise any such
rights if prohibited by law or the terms of the Mortgage Note from doing so or if the exercise of such
rights would impair or threaten to impair any recovery under the related Primary Mortgage Insurance
Policy or Lender Primary Mortgage Insurance Policy, if any. If the Company reasonably believes it is
unable under applicable law to enforce such "due-on-sale" clause, the Company, will enter into an
assumption agreement with the person to whom the Mortgaged Property has been conveyed or is proposed to
be conveyed, pursuant to which such person becomes liable under the Mortgage Note and, to the extent
permitted by applicable state law, the Mortgagor remains liable thereon. Where an assumption is allowed
pursuant to this Section 6.01, the Company, with the prior consent of the Purchaser and the primary
mortgage insurer, if any, is authorized to enter into a substitution of liability agreement with the
person to whom the Mortgaged Property has been conveyed or is proposed to be conveyed pursuant to which
the original mortgagor is released from liability and such Person is substituted as mortgagor and
becomes liable under the related Mortgage Note. Any such substitution of liability agreement shall be
in lieu of an assumption agreement.
In connection with any such assumption or substitution of liability, the Company shall follow
the underwriting practices and procedures of the Company. With respect to an assumption or substitution
of liability, the Mortgage Interest Rate borne by the related Mortgage Note, the amount of the Monthly
Payment and the maturity date may not be changed (except pursuant to the terms of the Mortgage Note).
If the credit of the proposed transferee does not meet such underwriting criteria, the Company
diligently shall, to the extent permitted by the Mortgage or the Mortgage Note and by applicable law,
accelerate the maturity of the Mortgage Loan. The Company shall notify the Purchaser that any such
substitution of liability or assumption agreement has been completed by forwarding to the Purchaser the
original of any such substitution of liability or assumption agreement, which document shall be added to
the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the
same extent as all other documents and instruments constituting a part thereof. All fees collected by
the Company for entering into an assumption or substitution of liability agreement shall belong to the
Company.
Notwithstanding the foregoing paragraphs of this Section or any other provision of this
Agreement, the Company shall not be deemed to be in default, breach or any other violation of its
obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or any
assumption which the Company may be restricted by law from preventing, for any reason whatsoever. For
purposes of this Section 6.01, the term "assumption" is deemed to also include a sale of the Mortgaged
Property subject to the Mortgage that is not accompanied by an assumption or substitution of liability
agreement.
Section 6.02 Satisfaction of Mortgages and Release of Mortgage Files.
Upon the payment in full of any Mortgage Loan, or the receipt by the Company of a notification
that payment in full will be escrowed in a manner customary for such purposes, the Company will
immediately notify the Purchaser by a certification, which certification shall include a statement to
the effect that all amounts received or to be received in connection with such payment which are
required to be deposited in the Custodial Account pursuant to Section 4.04 have been or will be so
deposited, of a Servicing Officer and shall request execution of any document necessary to satisfy the
Mortgage Loan and delivery to it of the portion of the Mortgage File held by the Purchaser or its
designee. The Purchaser shall no later than five (5) Business Days after receipt of such certification
and request, release or cause to be released to the Company, the related Mortgage Loan Documents and,
upon its receipt of such documents, the Company shall promptly prepare and deliver to the Purchaser the
requisite satisfaction or release. No later than five (5) Business Days following its receipt of such
satisfaction or release, the Purchaser shall deliver, or cause to be delivered, to the Company the
release or satisfaction properly executed by the owner of record of the applicable mortgage or its duly
appointed attorney in fact. No expense incurred in connection with any instrument of satisfaction or
deed of reconveyance shall be chargeable to the Custodial Account.
In the event the Company satisfies or releases a Mortgage without having obtained payment in
full of the indebtedness secured by the Mortgage or should it otherwise prejudice any right the
Purchaser may have under the mortgage instruments, the Company, upon written demand, shall remit within
two (2) Business Days to the Purchaser the then outstanding principal balance of the related Mortgage
Loan by deposit thereof in the Custodial Account. The Company shall maintain the Fidelity Bond and
errors and omissions insurance insuring the Company against any loss it may sustain with respect to any
Mortgage Loan not satisfied in accordance with the procedures set forth herein.
From time to time and as appropriate for the servicing or foreclosure of the Mortgage Loan,
including for the purpose of collection under any Primary Mortgage Insurance Policy or Lender Primary
Mortgage Insurance Policy, the Purchaser shall, upon request of the Company and delivery to the
Purchaser of a servicing receipt signed by a Servicing Officer, release the portion of the Mortgage File
held by the Purchaser to the Company. Such servicing receipt shall obligate the Company to return the
related Mortgage documents to the Purchaser when the need therefor by the Company no longer exists,
unless the Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the Mortgage Loan
have been deposited in the Custodial Account or the Mortgage File or such document has been delivered to
an attorney, or to a public trustee or other public official as required by law, for purposes of
initiating or pursuing legal action or other proceedings for the foreclosure of the Mortgaged Property
either judicially or non-judicially, and the Company has delivered to the Purchaser a certificate of a
Servicing Officer certifying as to the name and address of the Person to which such Mortgage File or
such document was delivered and the purpose or purposes of such delivery. Upon receipt of a certificate
of a Servicing Officer stating that such Mortgage Loan was liquidated, the servicing receipt shall be
released by the Purchaser to the Company.
Section 6.03 Servicing Compensation.
As compensation for its services hereunder, the Company shall be entitled to withdraw from the
Custodial Account (to the extent of interest payments collected on the Mortgage Loans) or to retain from
interest payments collected on the Mortgage Loans, the amounts provided for as the Company's Servicing
Fee, subject to payment of compensating interest on Principal Prepayments as capped by the Servicing Fee
pursuant to Section 5.01(iii). Additional servicing compensation in the form of assumption fees, as
provided in Section 6.01, and late payment charges or otherwise shall be retained by the Company to the
extent not required to be deposited in the Custodial Account. The Company shall be required to pay all
expenses incurred by it in connection with its servicing activities hereunder and shall not be entitled
to reimbursement therefor except as specifically provided for.
Section 6.04 [Reserved]
Section 6.05 [Reserved]Section 6.06 Purchaser's Right to Examine the Company Records.
The Purchaser shall have the right to examine and audit upon reasonable notice to the Company,
during business hours or at such other times as might be reasonable under applicable circumstances, any
and all of the books, records, documentation or other information of the Company, or held by another for
the Company or on its behalf or otherwise, which relates to the performance or observance by the Company
of the terms, covenants or conditions of this Agreement.
The Company shall provide to the Purchaser and any supervisory agents or examiners representing
a state or federal governmental agency having jurisdiction over the Purchaser, including but not limited
to OTS, FDIC and other similar entities, access to any documentation regarding the Mortgage Loans in the
possession of the Company which may be required by any applicable regulations. Such access shall be
afforded without charge, upon reasonable request, during normal business hours and at the offices of the
Company, and in accordance with the FDIC, OTS, or any other similar federal or state regulations, as
applicable.
ARTICLE VII
REPORTS TO BE PREPARED BY SERVICER
Section 7.01 Company Shall Provide Information as Reasonably Required.The Company shall furnish to the Purchaser during the term of this Agreement, such periodic,
special or other reports, information or documentation, whether or not provided for herein, as shall be
necessary, reasonable or appropriate in respect to the Purchaser, or otherwise in respect to the
Mortgage Loans and the performance of the Company under this Agreement, including any reports,
information or documentation reasonably required to comply with any regulations regarding any
supervisory agents or examiners of the Purchaser all such reports or information to be as provided by
and in accordance with such applicable instructions and directions as the Purchaser may reasonably
request in relation to this Agreement or the performance of the Company under this Agreement. The
Company agrees to execute and deliver all such instruments and take all such action as the Purchaser,
from time to time, may reasonably request in order to effectuate the purpose and to carry out the terms
of this Agreement.
In connection with marketing the Mortgage Loans, the Purchaser may make available to a
prospective purchaser audited financial statements of the Company for the most recently completed two
(2) fiscal years for which such statements are available, as well as a Consolidated Statement of
Condition at the end of the last two (2) fiscal years covered by any Consolidated Statement of
Operations. If it has not already done so, the Company shall furnish promptly to the Purchaser or a
prospective purchaser copies of the statements specified above if reasonably requested.
The Company shall make reasonably available to the Purchaser or any prospective Purchaser a
knowledgeable financial or accounting officer for the purpose of answering questions and to permit any
prospective purchaser to inspect the Company's servicing facilities for the purpose of satisfying such
prospective purchaser that the Company has the ability to service the Mortgage Loans as provided in this
Agreement.
ARTICLE VIII
THE SERVICERSection 8.01 Indemnification; Third Party Claims.The Company agrees to indemnify the Purchaser and hold it harmless against any and all
claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any
other costs, fees and expenses that the Purchaser may sustain in any way related to the failure of the
Company to observe and perform its duties, obligations, covenants, and agreements to service the
Mortgage Loans in strict compliance with the terms of this Agreement, including, but not limited to, the
loss, damage, or misplacement of any documentation delivered to the Company pursuant to Section 2.07 and
the Company's failure to perform the obligations set forth in Section 11.10. The Company agrees to
indemnify the Purchaser and hold it harmless against any and all claims, losses, damages, penalties,
fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that
the Purchaser may sustain in any way from any claim, demand, defense or assertion based on or grounded
upon, or resulting from any assertion based on, grounded upon or resulting from a breach or alleged
breach of any of the representation or warranty set forth in Sections 3.01 or 3.02 of this Agreement.
The Company shall immediately notify the Purchaser if a claim covered by the indemnification herein is
made by a third party against the Company with respect to this Agreement or the Mortgage Loans, assume
(with the consent of the Purchaser) the defense of any such claim and pay all expenses in connection
therewith, including counsel fees, whether or not such claim is settled prior to judgment, and promptly
pay, discharge and satisfy any judgment or decree which may be entered against it or the Purchaser in
respect of such claim. The Company shall follow any written instructions received from the Purchaser in
connection with such claim. The Purchaser shall promptly reimburse the Company for all amounts advanced
by it pursuant to the two preceding sentences except when the claim relates to the failure of the
Company to service and administer the Mortgages in strict compliance with the terms of this Agreement,
the breach of representation or warranty set forth in Sections 3.01 or 3.02, or the negligence, bad
faith or willful misconduct of the Company. The provisions of this Section 8.01 shall survive
termination of this Agreement.
Section 8.02 Merger or Consolidation of the Company.The Company will keep in full effect its existence, rights and franchises under the laws of the
jurisdiction of organization except as permitted herein, and will obtain and preserve its qualification
to do business in each other jurisdiction in which such qualification is or shall be necessary to
protect the validity and enforceability of this Agreement, or any of the Mortgage Loans and to perform
its duties under this Agreement.
Any Person into which the Company may be merged or consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Company shall be a party, or any Person
succeeding to the business of the Company whether or not related to loan servicing, shall be the
successor of the Company hereunder, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided,
however, that the successor or surviving Person shall be an institution (i) having a GAAP net worth of
not less than $25,000,000, (ii) the deposits of which are insured by the FDIC, SAIF and/or BIF, and
which is a HUD-approved mortgagee whose primary business is in origination and servicing of first lien
mortgage loans, and (iii) who is a Fannie Mae or FHLMC approved seller/servicer in good standing.
Section 8.03 Limitation on Liability of the Company and Others.
Neither the Company nor any of the officers, employees or agents of the Company shall be under
any liability to the Purchaser for any action taken or for refraining from the taking of any action in
good faith pursuant to this Agreement, or for errors in judgment made in good faith; provided, however,
that this provision shall not protect the Company or any such person against any breach of warranties or
representations made herein, or failure to perform its obligations in strict compliance with any
standard of care set forth in this Agreement, or any liability which would otherwise be imposed by
reason of negligence, bad faith or willful misconduct, or any breach of the terms and conditions of this
Agreement. The Company and any officer, employee or agent of the Company may rely in good faith on any
document of any kind prima facie properly executed and submitted by the Purchaser respecting any matters
arising hereunder. The Company shall not be under any obligation to appear in, prosecute or defend any
legal action which is not incidental to its duties to service the Mortgage Loans in accordance with this
Agreement and which in its reasonable opinion may involve it in any expenses or liability; provided,
however, that the Company may, with the consent of the Purchaser, undertake any such action which it may
deem necessary or desirable in respect to this Agreement and the rights and duties of the parties
hereto. In such event, the reasonable legal expenses and costs of such action and any liability
resulting therefrom shall be expenses, costs and liabilities for which the Purchaser will be liable, and
the Company shall be entitled to be reimbursed therefor from the Purchaser upon written demand.
Section 8.04 Company Not to Assign or Resign.The Company shall not assign this Agreement or resign from the obligations and duties hereby
imposed on it except by mutual consent of the Company and the Purchaser or upon the determination that
its servicing duties hereunder are no longer permissible under applicable law and such incapacity cannot
be cured by the Company. Any such determination permitting the resignation of the Company shall be
evidenced by an Opinion of Counsel to such effect delivered to the Purchaser. No such resignation shall
become effective until a successor shall have assumed the Company's responsibilities and obligations
hereunder in the manner provided in Section 11.01.
Section 8.05 No Transfer of Servicing.
With respect to the retention of the Company to service the Mortgage Loans hereunder, the
Company acknowledges that the Purchaser has acted in reliance upon the Company's independent status, the
adequacy of its servicing facilities, plan, personnel, records and procedures, its integrity, reputation
and financial standing and the continuance thereof. Without in any way limiting the generality of this
Section, the Company shall not either assign this Agreement or the servicing hereunder or delegate its
rights or duties hereunder or any portion thereof, or sell or otherwise dispose of all or substantially
all of its property or assets, without the prior written approval of the Purchaser, which consent shall
be granted or withheld in the Purchaser's sole discretion, unless the Company meets the requirements of
the last sentence of Section 8.02 herein after any such disposition.
Without in any way limiting the generality of this Section 8.05, in the event that the Company
either shall assign this Agreement or the servicing responsibilities hereunder or delegate its duties
hereunder or any portion thereof without (i) satisfying the requirements set forth herein or (ii) the
prior written consent of the Purchaser, then the Purchaser shall have the right to terminate this
Agreement, without any payment of any penalty or damages and without any liability whatsoever to the
Company (other than with respect to accrued but unpaid Servicing Fees and Servicing Advances remaining
unpaid) or any third party.
ARTICLE IX
DEFAULT
Section 9.01 Events of Default.
In case one or more of the following Events of Default by the Company shall occur and be
continuing, that is to say:
(i) any failure by the Company to remit to the Purchaser any payment required to be made under
the terms of this Agreement which continues unremedied for a period of one (1) Business Day after
receipt of written notice to the Company; or
(ii) failure on the part of the Company duly to observe or perform in any material respect any
other of the covenants or agreements on the part of the Company set forth in this Agreement which
continues unremedied for a period of thirty (30) days after the date on which written notice of such
failure, requiring the same to be remedied, shall have been given to the Company by the Purchaser; or
(iii) a decree or order of a court or agency or supervisory authority having jurisdiction for
the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment
of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or
liquidation of its affairs, shall have been entered against the Company and such decree or order shall
have remained in force undischarged or unstayed for a period of sixty (60) days; or
(iv) the Company shall consent to the appointment of a conservator or receiver or liquidator
in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar
proceedings of or relating to the Company or of or relating to all or substantially all of its property;
or
(v) the Company shall admit in writing its inability to pay its debts generally as they become
due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an
assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; or
(vi) the Company ceases to be approved by either Fannie Mae or FHLMC as a mortgage loan seller
or servicer for more than thirty (30) days; or
(vii) the Company attempts to assign its right to servicing compensation hereunder or the
Company attempts, without the consent of the Purchaser, to sell or otherwise dispose of all or
substantially all of its property or assets (except as expressly permitted hereunder) or to assign this
Agreement or the servicing responsibilities hereunder (except as expressly permitted hereunder) or to
delegate its duties hereunder or any portion thereof; or
(viii) the Company ceases to be (a) licensed to service first lien residential mortgage loans
in any jurisdiction in which a Mortgaged Property is located and such licensing is required, and (b)
qualified to transact business in any jurisdiction where it is currently so qualified, but only to the
extent such non-qualification materially and adversely affects the Company's ability to perform its
obligations hereunder; or
(ix) the Company fails to meet the eligibility criteria set forth in the last sentence of
Section 8.02.
Then, and in each and every such case, so long as an Event of Default shall not have been
remedied, the Purchaser, by notice in writing to the Company (except in the case of an Event of Default
under clauses (iii), (iv) or (v) above, in which case, automatically and without notice) the Company
may, in addition to whatever rights the Purchaser may have under Sections 3.03 and 8.01 and at law or
equity or to damages, including injunctive relief and specific performance, terminate all the rights and
obligations of the Company under this Agreement and in and to the Mortgage Loans and the proceeds
thereof without compensating the Company for the same. On or after the receipt by the Company of such
written notice (or, in the case of an Event of Default under clauses (iii), (iv) or (v) above, in which
case, automatically and without notice), all authority and power of the Company under this Agreement,
whether with respect to the Mortgage Loans or otherwise, shall pass to and be vested in the successor
appointed pursuant to Section 11.01. Upon written request from the Purchaser, the Company shall
prepare, execute and deliver, any and all documents and other instruments, place in such successor's
possession all Mortgage Files, and do or accomplish all other acts or things necessary or appropriate to
effect the purposes of such notice of termination, whether to complete the transfer and endorsement or
assignment of the Mortgage Loans and related documents, or otherwise, at the Company's sole expense. The
Company agrees to cooperate with the Purchaser and such successor in effecting the termination of the
Company's responsibilities and rights hereunder, including, without limitation, the transfer to such
successor for administration by it of all cash amounts which shall at the time be credited by the
Company to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage
Loans or any REO Property.
Section 9.02 Waiver of Defaults.
The Purchaser may waive only by written notice any default by the Company in the performance of
its obligations hereunder and its consequences. Upon any such waiver of a past default, such default
shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been remedied
for every purpose of this Agreement. No such waiver shall extend to any subsequent or other default or
impair any right consequent thereon except to the extent expressly so waived in writing.
ARTICLE X
TERMINATIONSection 10.01 Termination.
The respective obligations and responsibilities of the Company shall terminate upon: (i) the
later of the final payment or other liquidation (or any advance with respect thereto) of the last
Mortgage Loan and the disposition of all remaining REO Property and the remittance of all funds due
hereunder; or (ii) by mutual consent of the Company and the Purchaser in writing; or (iii) termination
with cause under the terms of this Agreement.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Successor to the Company.
Prior to termination of the Company's responsibilities and duties under this Agreement pursuant
to Sections 4.03, 4.13, 8.04, 9.01, 10.01 (ii) or (iii), the Purchaser shall (i) succeed to and assume
all of the Company's responsibilities, rights, duties and obligations under this Agreement, or (ii)
appoint a successor having the characteristics set forth in Section 8.02 hereof and which shall succeed
to all rights and assume all of the responsibilities, duties and liabilities of the Company under this
Agreement prior to the termination of the Company's responsibilities, duties and liabilities under this
Agreement. In connection with such appointment and assumption, the Purchaser may make such arrangements
for the compensation of such successor out of payments on Mortgage Loans as the Purchaser and such
successor shall agree. In the event that the Company's duties, responsibilities and liabilities under
this Agreement should be terminated pursuant to the aforementioned Sections, the Company shall discharge
such duties and responsibilities during the period from the date it acquires knowledge of such
termination until the effective date thereof with the same degree of diligence and prudence which it is
obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or
prejudice the rights or financial condition of its successor. The resignation or removal of the Company
pursuant to the aforementioned Sections shall not become effective until a successor shall be appointed
pursuant to this Section and shall in no event relieve the Company of the representations and warranties
made pursuant to Sections 3.01 and 3.02 and the remedies available to the Purchaser under Sections 3.03
and 8.01, it being understood and agreed that the provisions of such Sections 3.01, 3.02, 3.03 and 8.01
shall be applicable to the Company notwithstanding any such resignation or termination of the Company,
or the termination of this Agreement.
Any successor appointed as provided herein shall execute, acknowledge and deliver to the
Company and to the Purchaser an instrument accepting such appointment, whereupon such successor shall
become fully vested with all the rights, powers, duties, responsibilities, obligations and liabilities
of the Company, with like effect as if originally named as a party to this Agreement. Any termination
or resignation of the Company or termination of this Agreement pursuant to Section 4.03, 4.13, 8.04,
9.01 or 10.01 shall not affect any claims that the Purchaser may have against the Company arising prior
to any such termination or resignation.
The Company shall promptly deliver to the successor the funds in the Custodial Account and the
Escrow Account and the Mortgage Files and related documents and statements held by it hereunder and the
Company shall account for all funds. The Company shall execute and deliver such instruments and do such
other things all as may reasonably be required to more fully and definitely vest and confirm in the
successor all such rights, powers, duties, responsibilities, obligations and liabilities of the
Company. The successor shall make arrangements as it may deem appropriate to reimburse the Company for
Nonrecoverable Advances which the successor retains hereunder and which would otherwise have been
recovered by the Company pursuant to this Agreement but for the appointment of the successor servicer.
Upon a successor's acceptance of appointment as such, the party who obtained such successor
shall notify by mail the other party of such appointment.
Section 11.02 Amendment.
This Agreement may be amended from time to time by the Company and the Purchaser by written
agreement signed by the Company and the Purchaser.
Section 11.03 [Reserved]
Section 11.04 Governing Law.
This Agreement and the related Term Sheet shall be governed by and construed in accordance with
the laws of the State of New York except to the extent preempted by Federal law. The obligations,
rights and remedies of the parties hereunder shall be determined in accordance with such laws.
Section 11.05 Notices.
Any demands, notices or other communications permitted or required hereunder shall be in
writing and shall be deemed conclusively to have been given if personally delivered at or mailed by
registered mail, postage prepaid, and return receipt requested or certified mail, return receipt
requested, or transmitted by telex, telegraph or telecopier and confirmed by a similar mailed writing,
as follows:
(i) if to the Company:
Mid America Bank, fsb
2650 Warrenville Road, Suite 500
Downers Grove, Illinois60515
Attention: Theresa Mann
Fax: (630) 799-7964
and with respect to notices relating to servicing matters:
Mid America Bank, fsb
2650 Warrenville Road, Suite 500
Downers Grove, Illinois60515
Attention: Ann Ryan
Fax: (630) 799-7964
(ii) if to the Purchaser:
EMC Mortgage Corporation
Mac Arthur Ridge II,
909 Hidden Ridge Drive, Suite 200
Irving, Texas75038
Attention: Ms. Ralene Ruyle
Telecopier No.: (972) 444-2810
With a copy to:
Bear Stearns Mortgage Capital Corporation
383 Madison Avenue
New York, New York10179
Attention: Steven Trombetta
or such other address as may hereafter be furnished to the other party by like notice. Any such demand,
notice or communication hereunder shall be deemed to have been received on the date delivered to or
received at the premises of the addressee (as evidenced, in the case of registered or certified mail, by
the date noted on the return receipt).
Section 11.06 Severability of Provisions.
Any part, provision, representation or warranty of this Agreement and the related Term Sheet
which is prohibited or which is held to be void or unenforceable shall be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining provisions hereof. Any part,
provision, representation or warranty of this Agreement which is prohibited or unenforceable or is held
to be void or unenforceable in any jurisdiction shall be ineffective, as to such jurisdiction, to the
extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and
any such prohibition or unenforceability in any jurisdiction as to any Mortgage Loan shall not
invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by
applicable law, the parties hereto waive any provision of law that prohibits or renders void or
unenforceable any provision hereof. If the invalidity of any part, provision, representation or
warranty of this Agreement shall deprive any party of the economic benefit intended to be conferred by
this Agreement, the parties shall negotiate, in good faith, to develop a structure the economic effect
of which is nearly as possible the same as the economic effect of this Agreement without regard to such
invalidity.
Section 11.07 Exhibits.
The exhibits to this Agreement are hereby incorporated and made a part hereof and are an
integral part of this Agreement.
Section 11.08 General Interpretive Principles.
For purposes of this Agreement, except as otherwise expressly provided or unless the context
otherwise requires:
(i) the terms defined in this Agreement have the meanings assigned to them in this
Agreement and include the plural as well as the singular, and the use of any gender herein shall be
deemed to include the other gender;
(ii) accounting terms not otherwise defined herein have the meanings assigned to them in
accordance with generally accepted accounting principles;
(iii) references herein to "Articles", "Sections", Subsections", "Paragraphs", and other
subdivisions without reference to a document are to designated Articles, Sections, Subsections,
Paragraphs and other subdivisions of this Agreement;
(iv) a reference to a Subsection without further reference to a Section is a reference to
such Subsection as contained in the same Section in which the reference appears, and this rule shall
also apply to Paragraphs and other subdivisions;
(v) the words "herein", "hereof ", "hereunder" and other words of similar import refer to
this Agreement as a whole and not to any particular provision;
(vi) the term "include" or "including" shall mean without limitation by reason of
enumeration; and
(viii) headings of the Articles and Sections in this Agreement are for reference purposes
only and shall not be deemed to have any substantive effect.
Section 11.09 Reproduction of Documents.
This Agreement and all documents relating thereto, including, without limitation, (i) consents,
waivers and modifications which may hereafter be executed, (ii) documents received by any party at the
closing, and (iii) financial statements, certificates and other information previously or hereafter
furnished, may be reproduced by any photographic, photostatic, microfilm, micro-card, miniature
photographic or other similar process. The parties agree that any such reproduction shall be admissible
in evidence as the original itself in any judicial or administrative proceeding, whether or not the
original is in existence and whether or not such reproduction was made by a party in the regular course
of business, and that any enlargement, facsimile or further reproduction of such reproduction shall
likewise be admissible in evidence.
Section 11.10 Confidentiality of Information.
Each party recognizes that, in connection with this Agreement, it may become privy to
non-public information regarding the financial condition, operations and prospects of the other party.
Each party agrees to keep all non-public information regarding the other party strictly confidential,
and to use all such information solely in order to effectuate the purpose of the Agreement; provided
that each party may provide confidential information to its employees, agents and affiliates who have a
need to know such information in order to effectuate the transaction. In addition, confidential
information may be provided to a regulatory authority with supervisory power over the Purchaser,
provided such information is identified as confidential non-public information.
The Company agrees that the Company (i) shall comply with any applicable laws and regulations
regarding the privacy and security of Consumer Information including, but not limited to the
Gramm-Leach-Bliley Act, Title V, Subtitle A, 15 U.S.C. § 6801 et seq., (ii) shall not use Consumer
Information in any manner inconsistent with any applicable laws and regulations regarding the privacy
and security of Consumer Information, (iii) shall not disclose Consumer Information to third parties
except at the specific written direction of the Purchaser, (iv) shall maintain adequate physical,
technical and administrative safeguards to protect Consumer Information from unauthorized access as
provided by the applicable laws and regulations, and (v) shall immediately notify the Purchaser of any
actual or suspected breach of the confidentiality of Consumer Information that would have a material and
adverse effect on the Purchaser.
Section 11.11 Recordation of Assignments of Mortgage.
To the extent permitted by applicable law, each of the Assignments is subject to recordation in
all appropriate public offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the Mortgaged Properties are situated, and in any other appropriate
public recording office or elsewhere, such recordation to be effected by and at the Company's expense in
the event recordation is either necessary under applicable law or requested by the Purchaser at its sole
option.
Section 11.12 Assignment.
The Purchaser shall have the right, without the consent of the Company, to assign, in whole or in
part, its interest under this Agreement with respect to some or all of the Mortgage Loans, and
designate any person to exercise any rights of the Purchaser hereunder, by executing a Purchase,
Assignment, Assumption and Recognition Agreement substantially in the form of Exhibit D hereto and
the assignee or designee shall accede to the rights and obligations hereunder of the Purchaser with
respect to such Mortgage Loans. In no event shall the Purchaser sell a partial interest in any
Mortgage Loan without the written consent of the Company, which consent shall not be unreasonably
denied. All references to the Purchaser in this Agreement shall be deemed to include its assignee
or designee. The Company shall have the right, only with the consent of the Purchaser or otherwise
in accordance with this Agreement, to assign, in whole or in part, its interest under this
Agreement with respect to some or all of the Mortgage Loans.
Section 11.13 No Partnership.
Nothing herein contained shall be deemed or construed to create a co-partnership or joint
venture between the parties hereto and the services of the Company shall be rendered as an independent
contractor and not as agent for the Purchaser.
Section 11.14 Signature Pages/Counterparts; Successors and Assigns.
This Agreement and/or any Term Sheet shall be executed by each party (i) in one or more fully
executed copies, each of which shall constitute a fully executed original Agreement, and/or (ii) in
counterparts having one or more original signatures, and all such counterparts containing the original
signatures of all of the parties hereto taken together shall constitute a fully executed original
Agreement or Term Sheet, as applicable, and/or (iii) by delivery of one or more original signed
signature pages to the other parties hereto (x) by mail or courier, and/or (y) by electronic
transmission, including without limitation by telecopier, facsimile or email of a scanned image
("Electronic Transmission"), each of which as received shall constitute for all purposes an executed
original signature page of such party. The Purchaser may deliver a copy of this Agreement and/or any
Term Sheet, fully executed as provided herein, to each other party hereto by mail and/or courier and/or
Electronic Transmission, and such copy as so delivered shall constitute a fully executed original
Agreement or Term Sheet, as applicable, superseding any prior form of the Agreement or Term Sheet, as
applicable, that differs therefrom in any respect. This Agreement shall inure to the benefit of and be
binding upon the Company and the Purchaser and their respective successor and assigns.
Section 11.15 Entire Agreement.The Company acknowledges that no representations, agreements or promises were made to the
Company by the Purchaser or any of its employees other than those representations, agreements or
promises specifically contained herein and in the Confirmation. The Confirmation and this Agreement and
the related Term Sheet sets forth the entire understanding between the parties hereto; provided,
however, only this Agreement and the related Term Sheet shall be binding upon all successors of both
parties. In the event of any inconsistency between the Confirmation and this Agreement, this Agreement
and the related Term Sheet shall control.
Section 11.16. No Solicitation.
From and after the Closing Date, the Company agrees that it will not take any action or permit
or cause any action to be taken by any of its agents or affiliates, to personally, by telephone or mail,
solicit the Mortgagor under any Mortgage Loan to refinance the Mortgage Loan, in whole or in part,
without the prior written consent of the Purchaser. Notwithstanding the foregoing, it is understood and
agreed that (i) promotions undertaken by the Company or any affiliate of the Company which are directed
to the general public at large, or segments thereof, provided that no segment shall consist primarily of
the Mortgage Loans, including, without limitation, mass mailing based on commercially acquired mailing
lists, newspaper, radio and television advertisements and (ii) responses to unsolicited requests or
inquiries made by a Mortgagor or an agent of a Mortgagor, shall not constitute solicitation under this
Section 11.16. This Section 11.16 shall not be deemed to preclude the Company or any of its affiliates
from soliciting any Mortgagor for any other financial products or services. The Company shall use its
best efforts to prevent the sale of the name of any Mortgagor to any Person who is not affiliate of the
Company.
Section 11.17. Closing.
The closing for the purchase and sale of the Mortgage Loans shall take place on the related
Closing Date. The closing shall be either: by telephone, confirmed by letter or wire as the parties
shall agree, or conducted in person, at such place as the parties shall agree.
The closing for the Mortgage Loans to be purchased on the related Closing Date shall be subject
to each of the following conditions:
(a) at least one (1) Business Day prior to the related Closing Date, the Company shall
deliver to the Purchaser a magnetic diskette, or transmit by modem, a listing on a loan-level basis of
the information contained in the related Mortgage Loan Schedule attached to the related Term Sheet;
(b) all of the representations and warranties of the Company under this Agreement shall be
materially true and correct as of the related Closing Date and no event shall have occurred which, with
notice or the passage of time, would constitute a material default under this Agreement;
(c) the Purchaser shall have received, or the Purchaser's attorneys shall have received in
escrow, all documents required pursuant to this Agreement, the related Term Sheet and an Officer
Certificate (on or prior to the initial Closing Date only), all in such forms as are agreed upon and
acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required
pursuant to the terms hereof; and
(d) all other terms and conditions of this Agreement, the related Term Sheet and the
Confirmation shall have been materially complied with.
Subject to the foregoing conditions, the Purchaser shall pay to the Company on the related
Closing Date the Purchase Price, plus accrued interest pursuant to Section 2.02 of this Agreement, by
wire transfer of immediately available funds to the account designated by the Company.
Section 11.18. [Reserved]
Section 11.19. Monthly Reporting with Respect to a Reconstitution.
As long as the Company continues to service Mortgage Loans, the Company agrees that with
respect to any Mortgage Loan sold or transferred pursuant to a Reconstitution as described in Section
11.18 of this Agreement (a "Reconstituted Mortgage Loan"), the Company, at its expense, shall provide
the Purchaser with the information set forth in Exhibit E attached hereto for each Reconstituted
Mortgage Loan in Excel or such electronic delimited file format as may be mutually agreed upon by both
the Purchaser and the Company. Such information shall be provided monthly for all Reconstituted
Mortgage Loans on the fifth (5th) Business Day of each month for the immediately preceding monthly
period, and shall be transmitted to fast.data@bear.com.
IN WITNESS WHEREOF, the Company and the Purchaser have caused their names to be signed hereto
by their respective officers thereunto duly authorized as of the day and year first above written.
EMC MORTGAGE CORPORATION
Purchaser
By:________________________
Name:
Title:
MID AMERICA BANK, FSB
Company
By: _______________________
Name:
Title:
EXHIBIT A
CONTENTS OF MORTGAGE FILE
With respect to each Mortgage Loan, the Mortgage File shall include each of the following
items, which shall be available for inspection by the Purchaser, and which shall be retained by the
Company in the Servicing File or delivered to the Purchaser or its designee pursuant to Sections 2.04
and 2.05 of the Purchase, Warranties and Servicing Agreement.
1. The original Mortgage Note endorsed "Pay to the order of _______________________, without
recourse," and signed via original signature in the name of the Company by an authorized officer, with
all intervening endorsements showing a complete chain of title from the originator to the Company,
together with any applicable riders. In no event may an endorsement be a facsimile endorsement. If the
Mortgage Loan was acquired by the Company in a merger, the endorsement must be by "[Company], successor
by merger to the [name of predecessor]". If the Mortgage Loan was acquired or originated by the Company
while doing business under another name, the endorsement must be by "[Company] formerly known as
[previous name]". Mortgage Notes may be in the form of a lost note affidavit subject to the Purchaser
acceptability.
2. The original Mortgage (together with a standard adjustable rate mortgage rider) with
evidence of recording thereon, or a copy thereof certified by the public recording office in which such
mortgage has been recorded or, if the original Mortgage has not been returned from the applicable public
recording office, a true certified copy, certified by the Company.
3. The original or certified copy, certified by the Company, of the Primary Mortgage Insurance
Policy, if required.
4. The original Assignment, from the Company to _______________________________, or in
accordance with the Purchaser's instructions, which assignment shall, but for any blanks requested by
the Purchaser, be in form and substance acceptable for recording. If the Mortgage Loan was acquired or
originated by the Company while doing business under another name, the Assignment must be by "[Company]
formerly known as [previous name]". If the Mortgage Loan was acquired by the Company in a merger, the
endorsement must be by "[Company], successor by merger to the [name of predecessor]". None of the
Assignments are blanket assignments of mortgage.
5. The original policy of title insurance, including riders and endorsements thereto, or if
the policy has not yet been issued, a written commitment or interim binder or preliminary report of
title issued by the title insurance or escrow company.
6. Originals of all recorded intervening Assignments, or copies thereof, certified by the
public recording office in which such Assignments have been recorded showing a complete chain of title
from the originator to the Company, with evidence of recording thereon, or a copy thereof certified by
the public recording office in which such Assignment has been recorded or, if the original Assignment
has not been returned from the applicable public recording office, a true certified copy, certified by
the Company.
7. Originals, or copies thereof certified by the public recording office in which such
documents have been recorded, of each assumption, extension, modification, written assurance or
substitution agreements, if applicable, or if the original of such document has not been returned from
the applicable public recording office, a true certified copy, certified by the Company.
8. If the Mortgage Note or Mortgage or any other material document or instrument relating to
the Mortgage Loan has been signed by a person on behalf of the Mortgagor, the original or copy of power
of attorney or other instrument that authorized and empowered such person to sign bearing evidence that
such instrument has been recorded, if so required in the appropriate jurisdiction where the Mortgaged
Property is located, or a copy thereof certified by the public recording office in which such instrument
has been recorded or, if the original instrument has not been returned from the applicable public
recording office, a true certified copy, certified by the Company.
9. Reserved.
10. Mortgage Loan closing statement (Form HUD-1) and any other truth-in-lending or real estate
settlement procedure forms required by law.
11. Residential loan application.
12. Uniform underwriter and transmittal summary (Fannie Mae Form 1008) or reasonable
equivalent.
13. Credit report on the mortgagor.
14. Business credit report, if applicable.
15. Residential appraisal report and attachments thereto.
16. The original of any guarantee executed in connection with the Mortgage Note.
17. Verification of employment and income except for Mortgage Loans originated under a limited
documentation program, all in accordance with Company's underwriting guidelines.
18. Verification of acceptable evidence of source and amount of down payment, in accordance
with the Company's underwriting guidelines.
19. Photograph of the Mortgaged Property (may be part of appraisal).
20. Survey of the Mortgaged Property, if any.
21. Sales contract, if applicable.
22. If available, termite report, structural engineer's report, water portability and septic
certification.
23. Any original security agreement, chattel mortgage or equivalent executed in connection
with the Mortgage.
24. Name affidavit, if applicable.
Notwithstanding anything to the contrary herein, the Company may provide one certificate for
all of the Mortgage Loans indicating that the documents were delivered for recording.
EXHIBIT B
CUSTODIAL ACCOUNT LETTER AGREEMENT
______________, 2005
To: [_______________________]
(the "Depository")
As "Company" under the Purchase, Warranties and Servicing Agreement, dated as of
[_____________________] 1, 200[_] (the "Agreement"), we hereby authorize and request you to establish an
account, as a Custodial Account pursuant to Section 4.04 of the Agreement, to be designated as
"[______________________________________], in trust for the [Purchaser], Owner of Mortgage Loans". All
deposits in the account shall be subject to withdrawal therefrom by order signed by the Company. This
letter is submitted to you in duplicate. Please execute and return one original to us.
[__________________________]
By:____________________________
Name:__________________________
Title:_________________________
The undersigned, as "Depository", hereby certifies that the above described account has been
established under Account Number [__________], at the office of the depository indicated above, and
agrees to honor withdrawals on such account as provided above. The full amount deposited at any time in
the account will be insured up to applicable limits by the Federal Deposit Insurance Corporation through
the Bank Insurance Fund or the Savings Association Insurance Fund or will be invested in Permitted
Investments as defined in the Agreement.
[___________________________]
By:____________________________
Name:__________________________
Title:_________________________
EXHIBIT C
ESCROW ACCOUNT LETTER AGREEMENT
_____________, 2005
To: [_______________________]
(the "Depository")
As "Company" under the Purchase Warranties and Servicing Agreement, dated as of
[____________________]1, 200[_] (the "Agreement"), we hereby authorize and request you to establish an
account, as an Escrow Account pursuant to Section 4.06 of the Agreement, to be designated as
"[__________________________], in trust for the [Purchaser], Owner of Mortgage Loans, and various
Mortgagors." All deposits in the account shall be subject to withdrawal therefrom by order signed by
the Company. This letter is submitted to you in duplicate. Please execute and return one original to
us.
[_____________________]
By:____________________________
Name:__________________________
Title:_________________________
The undersigned, as "Depository", hereby certifies that the above described account has been
established under Account Number __________, at the office of the depository indicated above, and agrees
to honor withdrawals on such account as provided above. The full amount deposited at any time in the
account will be insured up to applicable limits by the Federal Deposit Insurance Corporation through the
Bank Insurance Fund or the Savings Association Insurance Fund or will be invested in Permitted
Investments as defined in the Agreement.
[______________________]
By:______________________________
Name:____________________________
Title:___________________________
EXHIBIT D
FORM OF PURCHASE, ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
This is a Purchase, Assignment, Assumption and Recognition Agreement (this "PAAR Agreement")
made as of __________, 200__, among EMC Mortgage Corporation ( "Assignor"), ___________________ (
"Assignee"), and Mid America Bank, fsb ( "Company").
In consideration of the mutual promises contained herein the parties hereto agree that the
residential mortgage loans (the "Assigned Loans") listed on Attachment 1 annexed hereto (the "AssignedLoan Schedule") now serviced by Company for Assignor and its successors and assigns pursuant to the
Purchase, Warranties and Servicing Agreement, dated as of _________, 200__, between Assignor and Company
(the "Purchase Agreement") shall be subject to the terms of this PAAR Agreement. Capitalized terms used
herein but not defined shall have the meanings ascribed to them in the Purchase Agreement.
Purchase, Assignment and Assumption
1. Assignor hereby grants, transfers and assigns to Assignee all of the right, title and
interest of Assignor in the Assigned Loans and, as they relate to the Assigned Loans, all of its right,
title and interest in, to and under the Purchase Agreement.
2. Simultaneously with the execution hereof, (i) Assignee shall pay to Assignor the
"Funding Amount" as set forth in that certain letter agreement, dated as of _________ ____, between
Assignee and Assignor (the "Confirmation") and (ii) Assignor, at its expense, shall have caused to be
delivered to Assignee or its designee the Mortgage File for each Assigned Loan in Assignor's or its
custodian's possession, as set forth in the Purchase Agreement, along with, for each Assigned Loan, an
endorsement of the Mortgage Note from the Company, in blank, and an assignment of mortgage in recordable
form from the Company, in blank. Assignee shall pay the Funding Amount by wire transfer of immediately
available funds to the account specified by Assignor. Assignee shall be entitled to all scheduled
payments due on the Assigned Loans after ___________, 200__ and all unscheduled payments or other
proceeds or other recoveries on the Assigned Loans received on and after _____________, 200__.
Representations, Warranties and Covenants
3. Assignor warrants and represents to Assignee and Company as of the date hereof:
(a) Attached hereto as Attachment 2 is a true and accurate copy of the Purchase Agreement,
which agreement is in full force and effect as of the date hereof and the provisions of which have not
been waived, amended or modified in any respect, nor has any notice of termination been given thereunder;
(b) Assignor is the lawful owner of the Assigned Loans with full right to transfer the
Assigned Loans and any and all of its interests, rights and obligations under the Purchase Agreement as
they relate to the Assigned Loans, free and clear from any and all claims and encumbrances; and upon the
transfer of the Assigned Loans to Assignee as contemplated herein, Assignee shall have good title to
each and every Assigned Loan, as well as any and all of Assignee's interests, rights and obligations
under the Purchase Agreement as they relate to the Assigned Loans, free and clear of any and all liens,
claims and encumbrances;
(c) There are no offsets, counterclaims or other defenses available to Company with
respect to the Assigned Loans or the Purchase Agreement;
(d) Assignor has no knowledge of, and has not received notice of, any waivers under, or any
modification of, any Assigned Loan;
(e) Assignor is duly organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation, and has all requisite power and authority to acquire, own and sell
the Assigned Loans;
(f) Assignor has full corporate power and authority to execute, deliver and perform its
obligations under this PAAR Agreement, and to consummate the transactions set forth herein. The
consummation of the transactions contemplated by this PAAR Agreement is in the ordinary course of
Assignor's business and will not conflict with, or result in a breach of, any of the terms, conditions
or provisions of Assignor's charter or by-laws or any legal restriction, or any material agreement or
instrument to which Assignor is now a party or by which it is bound, or result in the violation of any
law, rule, regulation, order, judgment or decree to which Assignor or its property is subject. The
execution, delivery and performance by Assignor of this PAAR Agreement and the consummation by it of the
transactions contemplated hereby, have been duly authorized by all necessary corporate action on part of
Assignor. This PAAR Agreement has been duly executed and delivered by Assignor and, upon the due
authorization, execution and delivery by Assignee and Company, will constitute the valid and legally
binding obligation of Assignor enforceable against Assignor in accordance with its terms except as
enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar
laws now or hereafter in effect relating to creditors' rights generally, and by general principles of
equity regardless of whether enforceability is considered in a proceeding in equity or at law;
(g) No consent, approval, order or authorization of, or declaration, filing or registration
with, any governmental entity is required to be obtained or made by Assignor in connection with the
execution, delivery or performance by Assignor of this PAAR Agreement, or the consummation by it of the
transactions contemplated hereby; and
(h) Neither Assignor nor anyone acting on its behalf has offered, transferred, pledged,
sold or otherwise disposed of the Assigned Loans or any interest in the Assigned Loans, or solicited any
offer to buy or accept a transfer, pledge or other disposition of the Assigned Loans, or any interest in
the Assigned Loans or otherwise approached or negotiated with respect to the Assigned Loans, or any
interest in the Assigned Loans with any Person in any manner, or made any general solicitation by means
of general advertising or in any other manner, or taken any other action which would constitute a
distribution of the Assigned Loans under the Securities Act of 1933, as amended (the "1933 Act") or
which would render the disposition of the Assigned Loans a violation of Section 5 of the 1933 Act or
require registration pursuant thereto.
4. Assignee warrants and represents to, and covenants with, Assignor and Company as of
the date hereof:
(a) Assignee is duly organized, validly existing and in good standing under the laws of
the jurisdiction of its organization and has all requisite power and authority to acquire, own and
purchase the Assigned Loans;
(b) Assignee has full corporate power and authority to execute, deliver and perform its
obligations under this PAAR Agreement, and to consummate the transactions set forth herein. The
consummation of the transactions contemplated by this PAAR Agreement is in the ordinary course of
Assignee's business and will not conflict with, or result in a breach of, any of the terms, conditions
or provisions of Assignee's charter or by-laws or any legal restriction, or any material agreement or
instrument to which Assignee is now a party or by which it is bound, or result in the violation of any
law, rule, regulation, order, judgment or decree to which Assignee or its property is subject. The
execution, delivery and performance by Assignee of this PAAR Agreement and the consummation by it of the
transactions contemplated hereby, have been duly authorized by all necessary corporate action on part of
Assignee. This PAAR Agreement has been duly executed and delivered by Assignee and, upon the due
authorization, execution and delivery by Assignor and Company, will constitute the valid and legally
binding obligation of Assignee enforceable against Assignee in accordance with its terms except as
enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar
laws now or hereafter in effect relating to creditors' rights generally, and by general principles of
equity regardless of whether enforceability is considered in a proceeding in equity or at law;
(c) No consent, approval, order or authorization of, or declaration, filing or registration
with, any governmental entity is required to be obtained or made by Assignee in connection with the
execution, delivery or performance by Assignee of this PAAR Agreement, or the consummation by it of the
transactions contemplated hereby; and
(d) Assignee agrees to be bound as "Purchaser" by all of the terms, covenants and
conditions of the Purchase Agreement with respect to the Assigned Loans, and from and after the date
hereof, Assignee assumes for the benefit of each of Assignor and Company all of Assignor's obligations
as "Purchaser" thereunder but solely with respect to such Assigned Loans.
5. Company warrants and represents to, and covenant with, Assignor and Assignee as of the
date hereof:
(a) Attached hereto as Attachment 2 is a true and accurate copy of the Purchase Agreement,
which agreement is in full force and effect as of the date hereof and the provisions of which have not
been waived, amended or modified in any respect, nor has any notice of termination been given thereunder;
(b) Company is duly organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation, and has all requisite power and authority to service the Assigned
Loans and otherwise to perform its obligations under the Purchase Agreement;
(f) Company has full corporate power and authority to execute, deliver and perform its
obligations under this PAAR Agreement, and to consummate the transactions set forth herein. The
consummation of the transactions contemplated by this PAAR Agreement is in the ordinary course of
Company's business and will not conflict with, or result in a breach of, any of the terms, conditions or
provisions of Company's charter or by-laws or any legal restriction, or any material agreement or
instrument to which Company is now a party or by which it is bound, or result in the violation of any
law, rule, regulation, order, judgment or decree to which Company or its property is subject. The
execution, delivery and performance by Company of this PAAR Agreement and the consummation by it of the
transactions contemplated hereby, have been duly authorized by all necessary corporate action on part of
Company. This PAAR Agreement has been duly executed and delivered by Company, and, upon the due
authorization, execution and delivery by Assignor and Assignee, will constitute the valid and legally
binding obligation of Company, enforceable against Company in accordance with its terms except as
enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar
laws now or hereafter in effect relating to creditors' rights generally, and by general principles of
equity regardless of whether enforceability is considered in a proceeding in equity or at law;
(g) No consent, approval, order or authorization of, or declaration, filing or
registration with, any governmental entity is required to be obtained or made by Company in connection
with the execution, delivery or performance by Company of this PAAR Agreement, or the consummation by it
of the transactions contemplated hereby;
(h) No event has occurred from the Closing Date to the date hereof which would render the
representations and warranties as to the related Assigned Loans made by Company in Sections 3.01 and
3.02 of the Purchase Agreement to be untrue in any material respect; and
(i) Neither this PAAR Agreement nor any certification, statement, report or other
agreement, document or instrument furnished or to be furnished by Company pursuant to this PAAR
Agreement contains or will contain any materially untrue statement of fact or omits or will omit to
state a fact necessary to make the statements contained therein not misleading.
\
Recognition of Assignee
6. From and after the date hereof, Company shall recognize Assignee as owner of the
Assigned Loans and will service the Assigned Loans in accordance with the Purchase Agreement. It is the
intention of Assignor, Company and Assignee that this PAAR Agreement shall be binding upon and for the
benefit of the respective successors and assigns of the parties hereto. Neither Company nor Assignor
shall amend or agree to amend, modify, waiver, or otherwise alter any of the terms or provisions of the
Purchase Agreement which amendment, modification, waiver or other alteration would in any way affect the
Assigned Loans without the prior written consent of Assignee.
Miscellaneous
7. All demands, notices and communications related to the Assigned Loans, the Purchase
Agreement and this PAAR Agreement shall be in writing and shall be deemed to have been duly given if
personally delivered at or mailed by registered mail, postage prepaid, as follows:
(a) In the case of Company,
Mid America Bank, fsb
2650 Warrenville Road, Suite 500
Downers Grove, Illinois60515
Attention: Theresa Mann
Fax: (630) 799-7964
and with respect to notices relating to servicing matters:
Mid America Bank, fsb
2650 Warrenville Road, Suite 500
Downers Grove, Illinois60515
Attention: Ann Ryan
Fax: (630) 799-7964
(b) In the case of Assignor,
____________________
____________________
____________________
____________________
____________________
(c) In the case of Assignee,
EMC Mortgage Corporation
Mac Arthur Ridge II
909 Hidden Ridge Drive, Suite 200
Irving, Texas75038
Attention: Raylene Ruyle
Telecopier No.: (972) 444-2810
with a copy to:
Bear, Stearns & Co. Inc.
383 Madison Avenue
New York, New York10179
Attention: Steve Trombetta
Telecopier No.: (212) 272-[___]
8. Each party will pay any commissions it has incurred and the fees of its attorneys in
connection with the negotiations for, documenting of and closing of the transactions contemplated
by this PAAR Agreement.
9. This PAAR Agreement shall be construed in accordance with the laws of the State of New
York, without regard to conflicts of law principles, and the obligations, rights and remedies of the
parties hereunder shall be determined in accordance with such laws.
10. No term or provision of this PAAR Agreement may be waived or modified unless such
waiver or modification is in writing and signed by the party against whom such waiver or modification is
sought to be enforced.
11. This PAAR Agreement shall inure to the benefit of the successors and assigns of the
parties hereto. Any entity into which Assignor, Assignee or Company may be merged or consolidated
shall, without the requirement for any further writing, be deemed Assignor, Assignee or Company,
respectively, hereunder.
12. This PAAR Agreement shall survive the conveyance of the Assigned Loans, the assignment
of the Purchase Agreement to the extent of the Assigned Loans by Assignor to Assignee and the
termination of the Purchase Agreement.
13. This PAAR Agreement may be executed simultaneously in any number of counterparts. Each
counterpart shall be deemed to be an original and all such counterparts shall constitute one and the
same instrument.
14. In the event that any provision of this PAAR Agreement conflicts with any provision of
the Purchase Agreement with respect to the Assigned Loans, the terms of this PAAR Agreement shall
control. In the event that any provision of this PAAR Agreement conflicts with any provision of the
Confirmation with respect to the Assigned Loans, the terms of this PAAR Agreement shall control.
[Modification of Purchase Agreement
16. Company and Assignor hereby amend the Purchase Agreement as follows:
(a) The following definitions are added to Section 1.01 of the Purchase Agreement:
Securities Administrator: ________________________
Supplemental PMI Insurer: ________________________
Supplemental PMI Policy: The primary guarantee insurance policy of the Supplemental PMI
Insurer attached hereto as Exhibit [_], or any successor Supplemental PMI Policy given to the
Servicer by the Assignee.
Trustee: ________________________
(b) The following definition is amended and restated:
Insurance Proceeds: Proceeds of any Primary Mortgage Insurance Policy, the Supplemental
PMI Policy, any title policy, any hazard insurance policy or any other insurance policy
covering a Mortgage Loan or other related Mortgaged Property, including any amounts required to
be deposited in the Custodial Account pursuant to Section 4.04, to the extent such proceeds are
not to be applied to the restoration of the related Mortgaged Property or released to the
Mortgagor in accordance with Accepted Servicing Practices.
(c) The following are added as the fourth, fifth and sixth paragraphs of Section 4.08:
"In connection with its activities as servicer, the Company agrees to prepare and present, on
behalf of itself and the Purchaser, claims to the Supplemental PMI Insurer with respect to the
Supplemental PMI Policy and, in this regard, to take such action as shall be necessary to permit
recovery under any Supplemental PMI Policy respecting a defaulted Mortgage Loan. Pursuant to Section
4.04, any amounts collected by the Company under any Supplemental PMI Policy shall be deposited in the
Custodial Account, subject to withdrawal pursuant to Section 4.05.
In accordance with the Supplemental PMI Policy, the Company shall provide to the Supplemental
PMI Insurer any required information regarding the Mortgage Loans.
The Company shall provide to the [Securities Administrator] on a monthly basis via computer
tape, or other mutually acceptable format, the unpaid principal balance, insurer certificate number,
lender loan number, and premium due the Supplemental PMI Insurer for each Mortgage Loan covered by the
Supplemental PMI Policy. In addition, the Company agrees to forward to the Purchaser and the
[Securities Administrator] any statements or other reports given by the Supplemental PMI Insurer to the
Servicer in connection with a claim under the Supplemental PMI Policy."
(d) Clause (vi) of Section 9.01 is amended to read as follows:
"Company ceases to be approved by either Fannie Mae or FHLMC as a mortgage loan seller or
servicer for more than thirty days, or the Company fails to meet the servicer eligibility requirements
of the Supplemental PMI Insurer; or"]
IN WITNESS WHEREOF, the parties hereto have executed this PAAR Agreement as of the day and year
first above written.
EMC MORTGAGE CORPORATION
Assignor
By:_________________________________________
Name:_______________________________________
Title:______________________________________
_________________________________
Assignee
By:_________________________________________
Name:_______________________________________
Title:______________________________________
MID AMERICA BANK, FSB
Company
By:_________________________________________
Name:_______________________________________
Title:______________________________________
ATTACHMENT 2
PURCHASE, WARRANTIES AND SERVICING AGREEMENT
EXHIBIT E
FORM OF TRIAL BALANCE
EXHIBIT G
REQUEST FOR RELEASE OF DOCUMENTS AND RECEIPT
RE: Mortgage Loan #___________________________________
BORROWER:__________________________________________________
PROPERTY: __________________________________________________
Pursuant to a Purchase, Warranties and Servicing Agreement (the "Agreement") between the Company and the
Purchaser, the undersigned hereby certifies that he or she is an officer of the Company requesting
release of the documents for the reason specified below. The undersigned further certifies that:
(Check one of the items below)
_____ On _________________, the above captioned Mortgage Loan was paid in full or that the Company
has been notified that payment in full has been or will be escrowed. The Company hereby certifies that
all amounts with respect to this loan which are required under the Agreement have been or will be
deposited in the Custodial Account as required.
_____ The above captioned Mortgage Loan is being repurchased pursuant to the terms of the Agreement.
The Company hereby certifies that the repurchase price has been credited to the Custodial Account as
required under the Agreement.
_____ The above captioned Mortgage Loan is being placed in foreclosure and the original documents are
required to proceed with the foreclosure action. The Company hereby certifies that the documents will
be returned to the Purchaser in the event of reinstatement.
_____ Other (explain)
_______________________________________________________
_______________________________________________________
All capitalized terms used herein and not defined shall have the meanings assigned to them in the
Agreement.
Based on this certification and the indemnities provided for in the Agreement, please release
to the Company all original Mortgage Loan Documents in your possession relating to this loan.
Dated:_________________
By:________________________________
Signature
___________________________________
Title
Send documents to: _____________________________________________
_____________________________________________
_____________________________________________
Acknowledgement:
The Purchaser hereby acknowledges that all original documents previously released on the above
captioned Mortgage Loan have been returned and received by the Purchaser.
Dated:________________
By:________________________________
Signature
_______________________________
Title
EXHIBIT H
COMPANY'S UNDERWRITING GUIDELINES
EXHIBIT I
TERM SHEET
This TERM SHEET (the "Term Sheet") dated _____________, between Mid America Bank, fsb, located
at 2650 Warrenville Road, Suite 500, Downers Grove, Illinois60515 (the "Company") and EMC Mortgage
Corporation, a Delaware corporation, located at Mac Arthur Ridge II, 909 Hidden Ridge Drive, Suite 200,
Irving, Texas75038 (the "Purchaser") is made pursuant to the terms and conditions of that certain
Purchase, Warranties and Servicing Agreement, as amended (the "Agreement") dated as of February 1, 2006,
between the Company and the Purchaser, the provisions of which are incorporated herein as if set forth
in full herein, as such terms and conditions may be modified or supplemented hereby. All initially
capitalized terms used herein unless otherwise defined shall have the meanings ascribed thereto in the
Agreement.
The Purchaser hereby purchases from the Company and the Company hereby sells to the Purchaser,
all of the Company's right, title and interest in and to the Mortgage Loans on a servicing retained
basis described on the Mortgage Loan Schedule annexed hereto as Schedule I, pursuant to and in
accordance with the terms and conditions set forth in the Agreement, as same may be supplemented or
modified hereby. Hereinafter, the Company shall service the Mortgage Loans for the benefit of the
Purchaser and all subsequent transferees of the Mortgage Loans pursuant to and in accordance with the
terms and conditions set forth in the Agreement.
1. Definitions
For purposes of the Mortgage Loans to be sold pursuant to this Term Sheet, the following terms
shall have the following meanings:
Aggregate Principal Balance
(as of the Cut-Off Date):
Closing Date:
Custodian:
Cut-off Date:
Initial Weighted Average
Mortgage Loan Remittance Rate:
Mortgage Loan:
Purchase Price Percentage:
Servicing Fee Rate:
Additional Closing Conditions:
In addition to the conditions specified in the Agreement, the obligation of each of the Company and the
Purchaser is subject to the fulfillment, on or prior to the applicable Closing Date, of the following
additional conditions: [None].
Additional Loan Documents:
In addition to the contents of the Mortgage File specified in the Agreement, the following documents
shall be delivered with respect to the Mortgage Loans: [None].
[Additional] [Modification] of Representations and Warranties:
[In addition to the representations and warranties set forth in the Agreement, as of the date
hereof, the Company makes the following additional representations and warranties with respect to
the Mortgage Loans: [None]. [Notwithstanding anything to the contrary set forth in the Agreement,
with respect to each Mortgage Loan to be sold on the Closing Date, the representation and warranty
set forth in Section ______ of the Agreement shall be modified to read as follows:]
Except as modified herein, the Agreement shall remain in full force and effect as of the date
hereof.
IN WITNESS WHEREOF, the parties hereto have caused their names to be signed hereto by
their respective duly authorized officers as of the date first above written.
MID AMERICA BANK, FSB
By:_________________________________________
Name:_______________________________________
Title:______________________________________
EMC MORTGAGE CORPORATION
By:_________________________________________
Name:_______________________________________
Title:______________________________________
AMENDMENT NUMBER ONE
to the
PURCHASE, WARRANTIES AND SERVICING AGREEMENT
Dated as of February 1, 2006
between
EMC MORTGAGE CORPORATION,
as Purchaser
and
MID AMERICA BANK, FSB,
as Company
This AMENDMENT NUMBER ONE (this "Amendment") is made and entered into this 1st day of February,
2006, by and between EMC Mortgage Corporation, a Delaware corporation, as purchaser (the "Purchaser")
and Mid America Bank, fsb, as company (the "Company") in connection with the Purchase, Warranties and
Servicing Agreement, dated as of February 1, 2006, between the above mentioned parties (the
"Agreement"). This Amendment is made pursuant to Section 11.02 of the Agreement.
RECITALS
WHEREAS, the parties hereto have entered into the Agreement;
WHEREAS, the Agreement provides that the parties thereto may enter into an amendment to the
Agreement;
WHEREAS, the parties hereto desire to amend the Agreement as set forth in this Amendment; and
NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1. Capitalized terms used herein and not defined herein shall have the meanings assigned
to such terms in the Agreement.
2. Article I of the Agreement is hereby amended effective as of the date hereof by adding
the following definitions to Section 1.01:
Commission or SEC: The Securities and Exchange Commission.
Delinquency Recognition Policies: The delinquency recognition policies set forth in Exhibit Q.
Depositor: The depositor, as such term is defined in Regulation AB, with respect to any
Pass-Through Transfer.
Exchange Act: The Securities Exchange Act of 1934, as amended.
Master Servicer: With respect to any Pass-Through Transfer, the "master servicer," if any,
identified in the related transaction documents.
Prepayment Charge: Any prepayment premium, penalty or charge payable by a Mortgagor in
connection with any Principal Prepayment on a Mortgage Loan pursuant to the terms of the related
Mortgage Note.
Qualified Correspondent: Any Person from which the Company purchased Mortgage Loans, provided
that the following conditions are satisfied: (i) such Mortgage Loans were originated pursuant to an
agreement between the Company and such Person that contemplated that such Person would underwrite
mortgage loans from time to time, for sale to the Company, in accordance with underwriting guidelines
designated by the Company ("Designated Guidelines") or guidelines that do not vary materially from such
Designated Guidelines; (ii) such Mortgage Loans were in fact underwritten as described in clause (i)
above and were acquired by the Company within 180 days after origination; (iii) either (x) the
Designated Guidelines were, at the time such Mortgage Loans were originated, used by the Company in
origination of mortgage loans of the same type as the Mortgage Loans for the Company's own account or
(y) the Designated Guidelines were, at the time such Mortgage Loans were underwritten, designated by the
Company on a consistent basis for use by lenders in originating mortgage loans to be purchased by the
Company; and (iv) the Company employed, at the time such Mortgage Loans were acquired by the Company,
pre-purchase or post-purchase quality assurance procedures (which may involve, among other things,
review of a sample of mortgage loans purchased during a particular time period or through particular
channels) designed to ensure that Persons from which it purchased mortgage loans properly applied the
underwriting criteria designated by the Company.
Regulation AB: Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.1100-229.1123, as amended from time to time, and subject to such clarification and interpretation
as have been provided by the Commission in the adopting release (Asset-Backed Securities, Securities Act
Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the Commission, or as
may be provided by the Commission or its staff from time to time.
Securities Act: The Securities Act of 1933, as amended.
Servicing Criteria: As of any date of determination, the "servicing criteria" set forth in
Item 1122(d) of Regulation AB, or any amendments thereto, a summary of the requirements of which as of
the date hereof is attached hereto as Exhibit M for convenience of reference only. In the event of a
conflict or inconsistency between the terms of Exhibit M and the text of Item 1122(d) of Regulation AB,
the text of Item 1122(d) of Regulation AB shall control (or those Servicing Criteria otherwise mutually
agreed to by the Purchaser, the Company and any Person that will be responsible for signing any
certification required under the Sarbanes-Oxley Act of 2002 with respect to a Pass-Through Transfer in
response to evolving interpretations of Regulation AB and incorporated into a revised Exhibit M).
Static Pool Information: Static pool information as described in Item 1105(a)(1)-(3) and
1105(c) of Regulation AB.
Subcontractor: Any vendor, subcontractor or other Person that is not responsible for the
overall servicing (as "servicing" is commonly understood by participants in the mortgage-backed
securities market) of Mortgage Loans but performs one or more discrete functions identified in Item
1122(d) of Regulation AB with respect to Mortgage Loans under the direction or authority of the Company
or a Subservicer.
Third-Party Originator: Each Person, other than a Qualified Correspondent, that originated
Mortgage Loans acquired by the Company.
3. Article I of the Agreement is hereby amended effective as of the date hereof by
deleting in its entirety the definition of Subservicer in Section 1.01 and replacing it with the
following:
Subservicer: Any Person that services Mortgage Loans on behalf of the Company or any
Subservicer and is responsible for the performance (whether directly or through Subservicers or
Subcontractors) of a substantial portion of the material servicing functions required to be performed by
the Company under this Agreement or any Reconstitution Agreement that are identified in Item 1122(d) of
Regulation AB. Any subservicer shall meet the qualifications set forth in Section 4.01.
4. Article I of the Agreement is hereby amended effective as of the date hereof by
deleting in its entirety the definition of Principal Prepayment in Section 1.01 and replacing it with
the following:
Principal Prepayment: Any payment or other recovery of principal on a Mortgage Loan full or partial
which is received in advance of its scheduled Due Date, including any Prepayment Charge and which is not
accompanied by an amount of interest representing scheduled interest due on any date or dates in any
month or months subsequent to the month of prepayment.
5. Article III of the Agreement is hereby amended effective as of the date hereof by
revising Section 3.01(n) as follows (new text underlined):
(n) Company has delivered to the Purchaser financial statements of its parent, for its
last two complete fiscal years as requested. All such financial information fairly presents the
pertinent results of operations and financial position for the period identified and has been prepared
in accordance with GAAP throughout the periods involved, except as set forth in the notes thereto.
There has been no change in the servicing policies and procedures, business, operations, financial
condition, properties or assets of the Company since the date of the Company's financial information
that would have a material adverse effect on its ability to perform its obligations under this Agreement;
6. Article III of the Agreement is hereby amended effective as of the date hereof by
adding the following new Section 3.01(p):
(p) As of the date of each Pass-Through Transfer, and except as has been otherwise
disclosed to the Purchaser, any Master Servicer and any Depositor: (1) no default or servicing related
performance trigger has occurred as to any other securitization due to any act or failure to act of the
Company; (2) no material noncompliance with applicable servicing criteria as to any other securitization
has occurred, been disclosed or reported by the Company; (3) the Company has not been terminated as
servicer in a residential mortgage loan securitization, either due to a servicing default or to
application of a servicing performance test or trigger; (4) no material changes to the Company's
servicing policies and procedures for similar loans has occurred in the preceding three years; (5) there
are no aspects of the Company's financial condition that could have a material adverse impact on the
performance by the Company of its obligations hereunder; (6) there are no legal proceedings pending, or
known to be contemplated by governmental authorities, against the Company that could be material to
investors in the securities issued in such Pass-Through Transfer; and (7) there are no affiliations,
relationships or transactions relating to the Company of a type that are described under Item 1119 of
Regulation AB.
7. Article III of the Agreement is hereby amended effective as of the date hereof by
adding the following new Section 3.02(iii):
With respect to each Mortgage Loan, information regarding the borrower credit files related to
such Mortgage Loan has been furnished to credit reporting agencies in compliance with the provisions of
the Fair Credit Reporting Act and the applicable implementing regulations.
8. Article IV of the Agreement is hereby amended effective as of the date hereof by
adding this sentence after the first sentence of Section 4.01:
In addition, the Company shall furnish information regarding the borrower credit files related
to such Mortgage Loan to credit reporting agencies in compliance with the provisions of the Fair Credit
Reporting Act and the applicable implementing regulations.
9. Article IV of the Agreement is hereby amended effective as of the date hereof by
deleting in its entirety the last paragraph of Section 4.02 and replacing it with the following:
The Company shall not waive any Prepayment Charge unless: (i) the enforceability thereof shall
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 penalty 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 Company, maximize recovery of total
proceeds taking into account the value of such Prepayment Charge and the related Mortgage Loan. If a
Prepayment Charge is waived, but does not meet the standards described above, then the Company is
required to pay the amount of such waived Prepayment Charge by remitting such amount to the Purchaser by
the Remittance Date.
10. Article IV of the Agreement is hereby amended effective as of the date hereof by
revising the first paragraph of Section 4.03 by adding the following after the first sentence:
In determining the delinquency status of any Mortgage Loan, the Company will use Delinquency
Recognition Policies to be provided by EMC or as described to and approved by the Purchaser, and shall
revise these policies as reasonably requested by the Purchaser from time to time.
11. Article V of the Agreement is hereby amended effective as of the date hereof by
deleting Section 5.02 in its entirety and replacing it with the following:
Section 5.02 Statements to the Purchaser.The Company shall furnish to Purchaser an individual loan accounting report, as of the last
Business Day of each month, in the Company's assigned loan number order to document Mortgage Loan
payment activity on an individual Mortgage Loan basis. With respect to each month, the corresponding
individual loan accounting report shall be received by the Purchaser no later than the fifth Business
Day of the following month on a disk or tape or other computer-readable format in such format as may be
mutually agreed upon by both Purchaser and Company, and no later than the fifth Business Day of the
following month in hard copy, and shall contain the following:
(i) with respect to each Mortgage Loan and each Monthly Payment, the amount of such
remittance allocable to principal (including a separate breakdown of any Principal Prepayment, including
the date of such prepayment, and any prepayment penalties or premiums, along with a detailed report of
interest on principal prepayment amounts remitted in accordance with Section 4.04);
(ii) with respect to each Mortgage Loan and each Monthly Payment, the amount of such
remittance allocable to interest;
(iii) with respect to each Mortgage Loan, the amount of servicing compensation received by
the Company during the prior distribution period;
(iv) the Stated Principal Balance of each Mortgage Loan and the aggregate Stated Principal
Balance of all Mortgage Loans as of the first day of the distribution period and the last day of the
distribution period;
(v) with respect to each Mortgage Loan, the current Mortgage Interest Rate;
(vi) with respect to each Mortgage Loan, the aggregate amount of any Insurance Proceeds,
Condemnation Proceeds, Liquidation Proceeds and REO Disposition Proceeds received during the prior
distribution period;
(vii) with respect to each Mortgage Loan, the amount of any Prepayment Interest Shortfalls
paid by the Company in accordance with Section 4.04(viii) during the prior distribution period;
(viii) the beginning and ending balances of the Custodial Account and Escrow Account;
(ix) the number of Mortgage Loans as of the first day of the distribution period and the
last day of the distribution period;
(x) with respect to each Mortgage Loan, the Stated Principal Balance of each Mortgage Loan
(a) delinquent as grouped in the following intervals through final liquidation of such Mortgage Loan: 30
to 59 days, 60 to 89 days, 90 days or more; (b) as to which foreclosure has commenced; and (c) as to
which REO Property has been acquired;
(xi) with respect to each Mortgage Loan, the amount and severity of any realized loss
following liquidation of such Mortgage Loan;
(xii) with respect to each Mortgage Loan, and in the aggregate for all Mortgage Loans, the
amount of any Monthly Advances made by the Company during the prior distribution period;
(xiii) with respect to each Mortgage Loan, a description of any Servicing Advances made by
the Company with respect to such Mortgage Loan including the amount, terms and general purpose of such
Servicing Advances, and the aggregate amount of Servicing Advances for all Mortgage Loans during the
prior distribution period;
(xiv) with respect to each Mortgage Loan, a description of any Nonrecoverable Advances made
by the Company with respect to such Mortgage Loan including the amount, terms and general purpose of
such Nonrecoverable Advances, and the aggregate amount of Nonrecoverable Advances for all Mortgage Loans
during the prior distribution period;
(xv) with respect to each Mortgage Loan, a description of any Monthly Advances, Servicing
Advances and Nonrecoverable Advances reimbursed to the Company with respect to such Mortgage Loan during
the prior distribution period pursuant to Section 4.05, and the source of funds for such reimbursement,
and the aggregate amount of any Monthly Advances, Servicing Advances and Nonrecoverable Advances
reimbursed to the Company for all Mortgage Loans during the prior distribution period pursuant to
Section 4.05;
(xvi) with respect to any Mortgage Loan, a description of any material modifications,
extensions or waivers to the terms, fees, penalties or payments of such Mortgage Loan during the prior
distribution period or that have cumulatively become material over time;
(xvii) a description of any material breach of a representation or warranty set forth in
Section 3.01 or Section 3.02 herein or of any other breach of a covenant or condition contained herein
and the status of any resolution of such breach;
(xviii) with respect to each Mortgage Loan, the Stated Principal Balance of any substitute
Mortgage Loan provided by the Company and the Stated Principal Balance of any Mortgage Loan that has
been replaced by a substitute Mortgage Loan in accordance with Section 3.03 herein; and
(xix) with respect to each Mortgage Loan, the Stated Principal Balance of any Mortgage Loan
that has been repurchased by the Company in accordance with Section 3.03 herein.
In addition, the Company shall provide to the Purchaser such other information known or
available to the Company that is necessary in order to provide the distribution and pool performance
information as required under Item 1121 of Regulation AB, as amended from time to time, as determined by
the Purchaser in its sole discretion. The Company shall also provide a monthly report, in the form of
Exhibit E hereto, or such other form as is mutually acceptable to the Company, the Purchaser and any
Master Servicer, Exhibit F with respect to defaulted mortgage loans and Exhibit P, with respect to
realized losses and gains, with each such report.
The Company shall prepare and file any and all information statements or other filings required
to be delivered to any governmental taxing authority or to Purchaser pursuant to any applicable law with
respect to the Mortgage Loans and the transactions contemplated hereby. In addition, the Company shall
provide Purchaser with such information concerning the Mortgage Loans as is necessary for Purchaser to
prepare its federal income tax return as Purchaser may reasonably request from time to time.
In addition, not more than ninety (90) days after the end of each calendar year, the Company
shall furnish to each Person who was a Purchaser at any time during such calendar year an annual
statement in accordance with the requirements of applicable federal income tax law as to the aggregate
of remittances for the applicable portion of such year.
12. Article VI of the Agreement is hereby amended effective as of the date hereof by
deleting Section 6.04 in its entirety and replacing it with the following:
Section 6.04 Annual Statement as to Compliance; Annual Certification.
(a) The Company will deliver to the Purchaser and any Master Servicer, not later than
March 1 of each calendar year beginning in 2007, an officers' certificate acceptable to the Purchaser
(an "Annual Statement of Compliance") stating, as to each signatory thereof, that (i) a review of the
activities of the Company during the preceding calendar year and of performance under this Agreement or
other applicable servicing agreement has been made under such officers' supervision and (ii) to the best
of such officers' knowledge, based on such review, the Company has fulfilled all of its obligations
under this Agreement or other applicable servicing agreement in all material respects throughout such
year, or, if there has been a failure to fulfill any such obligation in any material respect, specifying
each such failure known to such officer and the nature and status of cure provisions thereof. Such
Annual Statement of Compliance shall contain no restrictions or limitations on its use that would
prohibit the Purchaser, the Depositor or any Master Servicer to comply with the Securities Act, the
Exchange Act and the rules and regulations of the Commission thereunder, and its filing under such laws
and regulations. Copies of such statement shall be provided by the Company to the Purchaser upon
request and by the Purchaser to any Person identified as a prospective purchaser of the Mortgage Loans.
In the event that the Company has delegated any servicing responsibilities with respect to the Mortgage
Loans to a Subservicer, the Company shall deliver an Annual Statement of Compliance of the Subservicer
as described above as to each Subservicer as and when required with respect to the Company.
(b) With respect to any Mortgage Loans that are the subject of a Pass-Through Transfer, by
March 1 of each calendar year beginning in 2007, an officer of the Company shall execute and deliver an
officer's certificate (an "Annual Certification") to the Purchaser, any Master Servicer and any related
Depositor for the benefit of each such entity and such entity's affiliates and the officers, directors
and agents of any such entity and such entity's affiliates, in the form attached hereto as Exhibit L.
In the event that the Company has delegated any servicing responsibilities with respect to the Mortgage
Loans to a Subservicer, the Company shall deliver an Annual Certification of the Subservicer as
described above as to each Subservicer as and when required with respect to the Company.
(c) If the Company cannot deliver the related Annual Statement of Compliance and Annual
Certification by March 1st of such year, the Purchaser, at its sole option, may permit a cure period for
the Company to deliver such Annual Statement of Compliance and Annual Certification, but in no event
later than March 15th of such year.
(d) Failure of the Company to timely comply with this Section 6.04 shall be deemed an
Event of Default, automatically, without notice and without any cure period, unless otherwise agreed to
by the Purchaser as set forth in 6.04(c), and Purchaser may, in addition to whatever rights the
Purchaser may have under Sections 3.03 and 8.01 and at law or equity or to damages, including injunctive
relief and specific performance, terminate all the rights and obligations of the Company under this
Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Company for
the same, as provided in Section 9.01. Such termination shall be considered with cause pursuant to
Section 10.01 of this Agreement. This paragraph shall supercede any other provision in this Agreement
or any other agreement to the contrary.
13. Article VI of the Agreement is hereby amended effective as of the date hereof by
deleting Section 6.05 in its entirety and replacing it with the following:
Section 6.05 [Reserved]
14. Article VI of the Agreement is hereby amended effective as of the date hereof by
adding the following new Section 6.07:
Section 6.07 Assessment of Compliance with Servicing Criteria.
On and after January 1, 2006, the Company shall service and administer, and shall cause each
subservicer to servicer or administer, the Mortgage Loans in accordance with all applicable requirements
of the Servicing Criteria.
With respect to any Mortgage Loans that are the subject of a Pass-Through Transfer, the Company
shall deliver to the Purchaser or its designee, any Master Servicer and any Depositor on or before March
1 of each calendar year beginning in 2007, a report (an "Assessment of Compliance") reasonably
satisfactory to the Purchaser, any Master Servicer and any Depositor regarding the Company's assessment
of compliance with the Servicing Criteria during the preceding calendar year as required by Rules 13a-18
and 15d-18 of the Exchange Act and Item 1122 of Regulation AB or as otherwise reasonably required by the
Master Servicer, which as of the date hereof, require a report by an authorized officer of the Company
that contains the following:
(a) A statement by such officer of its responsibility for assessing compliance with the
Servicing Criteria applicable to the Company;
(b) A statement by such officer that such officer used the Servicing Criteria to assess
compliance with the Servicing Criteria applicable to the Company;
(c) An assessment by such officer of the Company's compliance with the applicable
Servicing Criteria for the period consisting of the preceding calendar year, including disclosure of any
material instance of noncompliance with respect thereto during such period, which assessment shall be
based on the activities it performs with respect to asset-backed securities transactions taken as a
whole involving the Company, that are backed by the same asset type as the Mortgage Loans;
(d) A statement that a registered public accounting firm has issued an attestation report
on the Company's Assessment of Compliance for the period consisting of the preceding calendar year; and
(e) A statement as to which of the Servicing Criteria, if any, are not applicable to the
Company, which statement shall be based on the activities it performs with respect to asset-backed
securities transactions taken as a whole involving the Company, that are backed by the same asset type
as the Mortgage Loans.
Such report at a minimum shall address each of the Servicing Criteria specified on a
certification substantially in the form of Exhibit O hereto delivered to the Company concurrently with
the execution of this Agreement.
With respect to any Mortgage Loans that are the subject of a Pass-Through Transfer, on or
before March 1 of each calendar year beginning in 2007, the Company shall furnish to the Purchaser or
its designee, any Master Servicer and any Depositor a report (an "Attestation Report") by a registered
public accounting firm that attests to, and reports on, the Assessment of Compliance made by the
Company, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB or
as otherwise reasonably required by the Master Servicer, which Attestation Report must be made in
accordance with standards for attestation reports issued or adopted by the Public Company Accounting
Oversight Board.
The Company shall cause each Subservicer, and each Subcontractor determined by the Company
pursuant to Section 11.20 to be "participating in the servicing function" within the meaning of Item
1122 of Regulation AB, to deliver to the Purchaser, any Master Servicer and any Depositor an assessment
of compliance and accountants' attestation as and when provided in Sections 6.07.
If the Company cannot deliver the related Assessment of Compliance or Attestation Report by
March 1st of such year, the Purchaser, at its sole option, may permit a cure period for the Company to
deliver such Assessment of Compliance or Attestation Report, but in no event later than March 15th of
such year.
Failure of the Company to timely comply with this Section 6.07 shall be deemed an Event of
Default, automatically, without notice and without any cure period, unless otherwise agreed to by the
Purchaser as described herein, and Purchaser may, in addition to whatever rights the Purchaser may have
under Sections 3.03 and 8.01 and at law or equity or to damages, including injunctive relief and
specific performance, terminate all the rights and obligations of the Company under this Agreement and
in and to the Mortgage Loans and the proceeds thereof without compensating the Company for the same, as
provided in Section 9.01. Such termination shall be considered with cause pursuant to Section 10.01 of
this Agreement. This paragraph shall supercede any other provision in this Agreement or any other
agreement to the contrary.
15. Article VI of the Agreement is hereby amended effective as of the date hereof by
adding the following new Section 6.08:
Section 6.08 Intent of the Parties; Reasonableness.
The Purchaser and the Company acknowledge and agree that a purpose of Sections 3.01(p), (q),
(r) and (s), 5.02, 6.04, 6.07, 11.18 and 11.20 of this Agreement is to facilitate compliance by the
Purchaser and any Depositor with the provisions of Regulation AB and related rules and regulations of
the Commission. None of the Purchaser, any Master Servicer or any Depositor shall exercise its right to
request delivery of information or other performance under these provisions other than in good faith, or
for purposes other than compliance with the Securities Act, the Exchange Act and the rules and
regulations of the Commission thereunder. The Company acknowledges that interpretations of the
requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the
Commission or its staff, consensus among participants in the asset-backed securities markets, advice of
counsel, or otherwise, and agrees to comply with requests made by the Purchaser or any Depositor in good
faith for delivery of information under these provisions on the basis of evolving interpretations of
Regulation AB. In connection with any Pass-Through Transfer, the Company shall cooperate fully with the
Purchaser to deliver to the Purchaser (including any of its assignees or designees) and any Depositor,
any and all statements, reports, certifications, records and any other information necessary in the good
faith determination of the Purchaser or any Depositor to permit the Purchaser or such Depositor to
comply with the provisions of Regulation AB, together with such disclosures relating to the Company, any
Subservicer, any Third-Party Originator and the Mortgage Loans, or the servicing of the Mortgage Loans,
reasonably believed by the Purchaser or any Depositor to be necessary in order to effect such compliance.
16. Article IX of the Agreement is hereby amended effective as of the date hereof by
deleting the first sentence of the last paragraph of Section 9.01 and replacing it with the following
(new text underlined):
Then, and in each and every such case, so long as an Event of Default shall not have been
remedied, the Purchaser, by notice in writing to the Company (except in the case of an Event of Default
under clauses (iii), (iv) or (v) above, or as otherwise stated herein, in which case, automatically and
without notice) Company may, in addition to whatever rights the Purchaser may have under Sections 3.03
and 8.01 and at law or equity or to damages, including injunctive relief and specific performance,
terminate all the rights and obligations of the Company (and if the Company is servicing any of the
Mortgage Loans in a Pass-Through Transfer, appoint a successor servicer reasonably acceptable to any
Master Servicer for such Pass-Through Transfer) under this Agreement and in and to the Mortgage Loans
and the proceeds thereof without compensating the Company for the same.
17. Article IX of the Agreement is hereby amended effective as of the date hereof by
adding the following at the end of the last paragraph of Section 9.01:
The Company shall promptly reimburse the Purchaser (or any designee of the Purchaser, such as a Master
Servicer) and any Depositor, as applicable, for all reasonable expenses incurred by the Purchaser (or
such designee) or such Depositor, as such are incurred, in connection with the termination of the
Company as servicer and the transfer of servicing of the Mortgage Loans to a successor servicer. The
provisions of this paragraph shall not limit whatever rights the Purchaser or any Depositor may have
under other provisions of this Agreement and/or any applicable Reconstitution Agreement or otherwise,
whether in equity or at law, such as an action for damages, specific performance or injunctive relief.
18. Article XI of the Agreement is hereby amended effective as of the date hereof by
restating Section 11.18 in its entirety as follows:
Section 11.18. Cooperation of Company with a Reconstitution.
The Company and the Purchaser agree that with respect to some or all of the Mortgage Loans, on
or after the related Closing Date, on one or more dates (each a "Reconstitution Date") at the
Purchaser's sole option, the Purchaser may effect a sale (each, a "Reconstitution") of some or all of
the Mortgage Loans then subject to this Agreement, without recourse, to:
(a) one or more third party purchasers in one or more in whole loan transfers (each, a
"Whole Loan Transfer"); or
(b) one or more trusts or other entities to be formed as part of one or more Pass-Through
Transfers.
The Purchaser and the Company agree that in no event shall there be more than three (3)
Reconstitutions per Mortgage Loan pool.
The Company agrees to execute in connection with any agreements among the Purchaser, the
Company, and any servicer in connection with a Whole Loan Transfer, an Assignment, Assumption and
Recognition Agreement substantially in the form of Exhibit D hereto, or, at Purchaser's request, a
seller's warranties and servicing agreement or a participation and servicing agreement or similar
agreement in form and substance reasonably acceptable to the parties, and in connection with a
Pass-Through Transfer, a pooling and servicing agreement in form and substance reasonably acceptable to
the parties, (collectively the agreements referred to herein are designated, the "ReconstitutionAgreements"). It is understood that any such Reconstitution Agreements will not contain any greater
obligations on the part of Company than are contained in this Agreement. Notwithstanding anything to
the contrary in this Section 11.18, the Company agrees that it is required to perform the obligations
described in Exhibit K hereto.
With respect to each Whole Loan Transfer and each Pass-Through Transfer entered into by the
Purchaser, the Company agrees (1) to cooperate fully with the Purchaser and any prospective purchaser
with respect to all reasonable requests and due diligence procedures; (2) to execute, deliver and
perform all Reconstitution Agreements required by the Purchaser; (3) to restate the representations and
warranties set forth in this Agreement as of the settlement or closing date in connection with such
Reconstitution (each, a "Reconstitution Date").
In addition, the Company shall provide to such servicer or issuer, as the case may be, and any
other participants in such Reconstitution:
(i) any and all information and appropriate verification of information which may be
reasonably available to the Company, whether through letters of its auditors and counsel (excluding that
protected by the attorney-client privilege unless waived) or otherwise, as the Purchaser or any such
other participant shall request upon reasonable demand;
(ii) such additional representations, warranties, covenants, letters from auditors, and
certificates of public officials or officers of the Company as are reasonably agreed upon by the Company
and the Purchaser or any such other participant;
(iii) within 5 Business Days after request by the Purchaser, the information with respect to
the Company (as originator) and each Third-Party Originator of the Mortgage Loans as required under Item
1110(a) and (b) of Regulation AB, a summary of the requirements of which has of the date hereof is
attached hereto as Exhibit N for convenience of reference only, as determined by Purchaser in its sole
discretion. If requested by the Purchaser, this will include information about the applicable
credit-granting or underwriting criteria;
(iv) within 5 Business Days after request by the Purchaser, the Company shall provide (or,
as applicable, cause each Third-Party Originator to provide) Static Pool Information with respect to the
mortgage loans (of a similar type as the Mortgage Loans, as reasonably identified by the Purchaser as
provided below) originated by (i) the Company, if the Company is an originator of Mortgage Loans
(including as an acquirer of Mortgage Loans from a Qualified Correspondent), and/or (ii) each
Third-Party Originator. Such Static Pool Information shall be prepared by the Company (or Third-Party
Originator) on the basis of its reasonable, good faith interpretation of the requirements of Item
1105(a)(1)-(3) and (c) of Regulation AB. To the extent that there is reasonably available to the Company
(or Third-Party Originator) Static Pool Information with respect to more than one mortgage loan type,
the Purchaser or any Depositor shall be entitled to specify whether some or all of such information
shall be provided pursuant to this paragraph. The content of such Static Pool Information may be in the
form customarily provided by the Company, and need not be customized for the Purchaser or any Depositor.
Such Static Pool Information for each vintage origination year or prior securitized pool, as applicable,
shall be presented in increments no less frequently than quarterly over the life of the mortgage loans
included in the vintage origination year or prior securitized pool. The most recent periodic increment
must be as of a date no later than 135 days prior to the date of the prospectus or other offering
document in which the Static Pool Information is to be included or incorporated by reference. The Static
Pool Information shall be provided in an electronic format that provides a permanent record of the
information provided, such as a portable document format (pdf) file, or other such electronic format
reasonably required by the Purchaser or the Depositor, as applicable;
(v) within 5 Business Days after request by the Purchaser, information with respect to the
Company (as servicer) as required by Item 1108(b) and (c) of Regulation AB, a summary of the
requirements of which as of the date hereof is attached hereto as Exhibit N for convenience of reference
only, as determined by Purchaser in its sole discretion. In the event that the Company has delegated
any servicing responsibilities with respect to the Mortgage Loans to a Subservicer, the Company shall
provide the information required pursuant to this clause with respect to the Subservicer;
(vi) within 5 Business Days after request by the Purchaser,
(a) information regarding any legal proceedings pending (or known to be contemplated)
against the Company (as originator and as servicer) and each other originator of the Mortgage
Loans and each Subservicer as required by Item 1117 of Regulation AB, a summary of the
requirements of which as of the date hereof is attached hereto as Exhibit N for convenience of
reference only, as determined by Purchaser in its sole discretion,
(b) information regarding affiliations with respect to the Company (as originator and
as servicer) and each other originator of the Mortgage Loans and each Subservicer as required
by Item 1119(a) of Regulation AB, a summary of the requirements of which as of the date hereof
is attached hereto as Exhibit N for convenience of reference only, as determined by Purchaser
in its sole discretion, and
(c) information regarding relationships and transactions with respect to the Company
(as originator and as servicer) and each other originator of the Mortgage Loans and each
Subservicer as required by Item 1119(b) and (c) of Regulation AB, a summary of the requirements
of which as of the date hereof is attached hereto as Exhibit N for convenience of reference
only, as determined by Purchaser in its sole discretion;
(vii) if so requested by the Purchaser, the Company shall provide (or, as applicable, cause
each Third-Party Originator to provide), at the expense of the requesting party (to the extent of any
additional incremental expense associated with delivery pursuant to this Agreement), such statements and
agreed-upon procedures letters of certified public accountants reasonably acceptable to the Purchaser or
Depositor, as applicable, pertaining to Static Pool Information relating to prior securitized pools for
securitizations closed on or after January 1, 2006 or, in the case of Static Pool Information with
respect to the Company's or Third-Party Originator's originations or purchases, to calendar months
commencing January 1, 2006, or to any financial information included in any other disclosure provided
under this Section 11.18, as the Purchaser or such Depositor shall reasonably request. Such statements
and letters shall be addressed to and be for the benefit of such parties as the Purchaser or such
Depositor shall designate, which may include, by way of example, any Sponsor, any Depositor and any
broker dealer acting as underwriter, placement agent or initial purchaser with respect to a Pass-Through
Transfer. Any such statement or letter may take the form of a standard, generally applicable document
accompanied by a reliance letter authorizing reliance by the addressees designated by the Purchaser or
such Depositor;
(viii) For the purpose of satisfying the reporting obligation under the Exchange Act with
respect to any class of asset-backed securities, the Company shall (or shall cause each Subservicer and
Third-Party Originator to) (i) within two (2) Business Days of the event described below, provide notice
to the Purchaser, any Master Servicer and any Depositor in writing of (A) any material litigation or
governmental proceedings involving the Company, any Subservicer or any Third-Party Originator, (B) any
affiliations or relationships that develop following the closing date of a Pass-Through Transfer between
the Company, any Subservicer or any Third-Party Originator and any of the parties specified in clause
(D) of paragraph (a) of this Section (and any other parties identified in writing by the requesting
party) with respect to such Pass-Through Transfer, (C) any Event of Default under the terms of this
Agreement or any Reconstitution Agreement, (D) any merger, consolidation or sale of substantially all
of the assets of the Company, and (E) the Company's entry into an agreement with a Subservicer to
perform or assist in the performance of any of the Company's obligations under this Agreement or any
Reconstitution Agreement and (ii) provide to the Purchaser, any Master Servicer and any Depositor a
description of such proceedings, affiliations or relationships;
All notification pursuant to this Section 11.18 (viii)(B) should be sent to:
EMC Mortgage Corporation
2780 Lake Vista Drive
Lewisville, TX75067-3884
Attention: Conduit Seller Approval Dept.
Facsimile: (214) 626-3751
Email: sellerapproval@bear.com
With a copy to:
Bear, Stearns & Co. Inc.
383 Madison Avenue, 3rd Floor
New, York, NY10179
Attention: Global Credit Administration
Facsimile: (212) 272-6564
Notifications pursuant to Section 11.18 (viii)(A) should be sent to:
EMC Mortgage Corporation
Two Mac Arthur Ridge
909 Hidden Ridge Drive, Suite 200
Irving, TX75038
Attention: Associate General Counsel for Loan Administration
Facsimile: (972) 831-2555
With copies to:
Bear, Stearns & Co. Inc.
383 Madison Avenue, 3rd Floor
New, York, NY10179
Attention: Global Credit Administration
Facsimile: (212) 272-6564
EMC Mortgage Corporation
2780 Lake Vista Drive
Lewisville, TX75067-3884
Attention: Conduit Seller Approval Dept.
Facsimile: (214) 626-3751
Email: sellerapproval@bear.com
(ix) As a condition to the succession to the Company or any Subservicer as servicer or
subservicer under this Agreement or any Reconstitution Agreement by any Person (i) into which the
Company or such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor
to the Company or any Subservicer (unless such successor has been appointed by the Purchaser, any Master
Servicer or any Depositor), the Company shall provide to the Purchaser, any Master Servicer, and any
Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x)
written notice to the Purchaser and any Depositor of such succession or appointment and (y) in writing
and in form and substance reasonably satisfactory to the Purchaser and such Depositor, all information
reasonably requested by the Purchaser or any Depositor in order to comply with its reporting obligation
under Item 6.02 of Form 8-K with respect to any class of asset-backed securities;
(x) In addition to such information as the Company, as servicer, is obligated to provide
pursuant to other provisions of this Agreement, not later than ten days prior to the deadline for the
filing of any distribution report on Form 10-D in respect of any Pass-Through Transfer that includes any
of the Mortgage Loans serviced by the Company or any Subservicer, the Company or such Subservicer, as
applicable, shall, to the extent the Company or such Subservicer has knowledge, provide to the party
responsible for filing such report (including, if applicable, the Master Servicer) notice of the
occurrence of any of the following events along with all information, data, and materials related
thereto as may be required to be included in the related distribution report on Form 10-D (as specified
in the provisions of Regulation AB referenced below):
(A) any material modifications, extensions or waivers of pool asset
terms, fees, penalties or payments during the distribution period or that have cumulatively
become material over time (Item 1121(a)(11) of Regulation AB);
(B) material breaches of pool asset representations or warranties or
transaction covenants (Item 1121(a)(12) of Regulation AB); and
(C) information regarding new asset-backed securities issuances backed by
the same pool assets, any pool asset changes (such as, additions, substitutions or
repurchases), and any material changes in origination, underwriting or other criteria for
acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB); and
(xi) The Company shall provide, as requested, to the Purchaser, any Master Servicer and any
Depositor, evidence of the authorization of the person signing any certification or statement, copies or
other evidence of Fidelity Bond Insurance and Errors and Omission Insurance policy, financial
information and reports, and such other information related to the Company or any Subservicer or the
Company or such Subservicer's performance hereunder.
In the event of a conflict or inconsistency between the terms of Exhibit N and the text of the
applicable Item of Regulation AB as cited above, the text of Regulation AB, its adopting release and
other public statements of the SEC shall control.
(xii) If so requested by the Purchaser or any Depositor on any date, the Company shall,
within five Business Days following such request, confirm in writing the accuracy of the representations
and warranties set forth in Section 3.01(p) of this Agreement or, if any such representation and
warranty is not accurate as of the date of such request, provide reasonably adequate disclosure of the
pertinent facts, in writing, to the requesting party.
The Company shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the
following parties participating in a Pass-Through Transfer: each sponsor and issuing entity; each Person
(including, but not limited to, any Master Servicer, if applicable) responsible for the preparation,
execution or filing of any report required to be filed with the Commission with respect to such
Pass-Through Transfer, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d)
under the Exchange Act with respect to such Pass-Through Transfer; each broker dealer acting as
underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the
Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act);
and the respective present and former directors, officers, employees, agents and affiliates of each of
the foregoing and of the Depositor (each, an "Indemnified Party"), and shall hold each of them harmless
from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and
related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising
out of or based upon:
(i)(A) any untrue statement of a material fact contained or alleged to be contained in any
information, report, certification, data, accountants' letter or other material provided under this
Section 11.18 by or on behalf of the Company, or provided under this Section 11.18 by or on behalf of
any Subservicer, Subcontractor or Third-Party Originator (collectively, the "Company Information"), or
(B) the omission or alleged omission to state in the Company Information a material fact required to be
stated in the Company Information or necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading; provided, by way of clarification, that
clause (B) of this paragraph shall be construed solely by reference to the Company Information and not
to any other information communicated in connection with a sale or purchase of securities, without
regard to whether the Company Information or any portion thereof is presented together with or
separately from such other information;
(ii) any breach by the Company of its obligations under this Section 11.18, including
particularly any failure by the Company, any Subservicer, any Subcontractor or any Third-Party
Originator to deliver any information, report, certification, accountants' letter or other material when
and as required under this Section 11.18, including any failure by the Company to identify pursuant to
Section 11.20 any Subcontractor "participating in the servicing function" within the meaning of Item
1122 of Regulation AB;
(iii) any breach by the Company of a representation or warranty set forth in Section 3.01 or in
a writing furnished pursuant to Section 3.01(q) and made as of a date prior to the closing date of the
related Pass-Through Transfer, to the extent that such breach is not cured by such closing date, or any
breach by the Company of a representation or warranty in a writing furnished pursuant to Section 3.01(q)
to the extent made as of a date subsequent to such closing date; or
(iv) the gross negligence, bad faith or willful misconduct of the Company in connection
with its performance under this Section 11.18;
provided, however, that the Purchaser shall indemnify the Company and its present and former directors,
officers, and employees and hold each of them harmless from and against any claims, losses, damages,
penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other
costs, fees and expenses that any of them may sustain from any untrue statement or alleged untrue
statement of a material fact or the omission or alleged omission to state a material fact required to be
stated in order to make the statements therein, in the light of the circumstances under which they were
made, not misleading, contained in any prospectus or prospectus supplement containing Company
Information not arising out of or based upon the Company Information.
If the indemnification provided for herein is unavailable or insufficient to hold harmless an
Indemnified Party, then the Company agrees that it shall contribute to the amount paid or payable by
such Indemnified Party as a result of any claims, losses, damages or liabilities incurred by such
Indemnified Party in such proportion as is appropriate to reflect the relative fault of such Indemnified
Party on the one hand and the Company on the other.
In the case of any failure of performance described above, the Company shall promptly reimburse
the Purchaser, any Depositor, as applicable, and each Person responsible for the preparation, execution
or filing of any report required to be filed with the Commission with respect to such Pass-Through
Transfer, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the
Exchange Act with respect to such Pass-Through Transfer, for all costs reasonably incurred by each such
party in order to obtain the information, report, certification, accountants' letter or other material
not delivered as required by the Company, any Subservicer, any Subcontractor or any Third-Party
Originator.
This indemnification shall survive the termination of this Agreement or the termination of any
party to this Agreement.
All Mortgage Loans not sold or transferred pursuant to a Reconstitution shall remain subject
to, and serviced in accordance with the terms of, this Agreement and the related Term Sheet, and with
respect thereto this Agreement and the related Term Sheet shall remain in full force and effect.
The Purchaser agrees to reimburse the Company for its reasonable out-of-pocket expenses
incurred in connection with any Reconstitution hereunder; provided, however, such amount shall not
exceed $5,000 and shall be remitted by the Purchaser upon written request from the Company which shall
be accompanied with receipts or bills detailing such expenses; provided, further, in the event that such
amount exceeds $5,000, the Purchaser shall reimburse the Company if the Purchaser approves in writing of
such expenses prior to when incurred by the Company.
19. Article XI of the Agreement is hereby amended effective as of the date hereof by
adding the following new Section 11.20:
Section 11.20. Use of Subservicers and Subcontractors.
(a) The Company shall not hire or otherwise utilize the services of any Subservicer to
fulfill any of the obligations of the Company as servicer under this Agreement or any Reconstitution
Agreement unless the Company complies with the provisions of paragraph (b) of this Section. The Company
shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any
Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the
obligations of the Company as servicer under this Agreement or any Reconstitution Agreement unless the
Company complies with the provisions of paragraph (d) of this Section.
(b) The Company shall cause any Subservicer used by the Company (or by any Subservicer)
for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and
with Sections 3.01(p), 3.01(s), 6.04, 6.07 and 11.18 of this Agreement to the same extent as if such
Subservicer were the Company, and to provide the information required with respect to such Subservicer
under Section 3.01(r) of this Agreement. The Company shall be responsible for obtaining from each
Subservicer and delivering to the Purchaser, any Master Servicer and any Depositor any Annual Statement
of Compliance required to be delivered by such Subservicer under Section 6.04(a), any Assessment of
Compliance and Attestation Report required to be delivered by such Subservicer under Section 6.07 and
any Annual Certification required under Section 6.04(b) as and when required to be delivered.
(c) The Company shall promptly upon request provide to the Purchaser, any Master Servicer
and any Depositor (or any designee of the Depositor, such as an administrator) a written description (in
form and substance satisfactory to the Purchaser, any Master Servicer and such Depositor) of the role
and function of each Subcontractor utilized by the Company or any Subservicer, specifying (i) the
identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are "participating in
the servicing function" within the meaning of Item 1122 of Regulation AB, and (iii) which elements of
the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor
identified pursuant to clause (ii) of this paragraph.
(d) As a condition to the utilization of any Subcontractor determined to be "participating
in the servicing function" within the meaning of Item 1122 of Regulation AB, the Company shall cause any
such Subcontractor used by the Company (or by any Subservicer) for the benefit of the Purchaser and any
Depositor to comply with the provisions of Sections 6.07 and 11.18 of this Agreement to the same extent
as if such Subcontractor were the Company. The Company shall be responsible for obtaining from each
Subcontractor and delivering to the Purchaser and any Depositor any Assessment of Compliance and
Attestation Report and the other certificates required to be delivered by such Subservicer and such
Subcontractor under Section 6.07, in each case as and when required to be delivered.
20. Article XI of the Agreement is hereby amended effective as of the date hereof by
adding the following new Section 11.21:
Section 11.21. Third Party Beneficiary.
For purposes of this Agreement, each Master Servicer shall be considered a third party
beneficiary to this Agreement, entitled to all the rights and benefits hereof as if it were a direct
party to this Agreement.
21. The Agreement is hereby amended as of the date hereof by deleting Exhibit E in its
entirety and replacing it with the following:
EXHIBIT E
REPORTING DATA FOR MONTHLY REPORT
Standard File Layout - Master Servicing
-----------------------------------------------------------------------------------------------------------------------------------
Column Name Description Decimal Format Comment Max
Size
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SER_INVESTOR_NBR A value assigned by the Servicer to define a Text up to 10 digits 20
group of loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
LOAN_NBR A unique identifier assigned to each loan by Text up to 10 digits 10
the investor.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERVICER_LOAN_NBR A unique number assigned to a loan by the Text up to 10 digits 10
Servicer. This may be different than the
LOAN_NBR.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
BORROWER_NAME The borrower name as received in the file. Maximum length of 30 (Last, 30
It is not separated by first and last name. First)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_PAY_AMT Scheduled monthly principal and scheduled 2 No commas(,) or dollar signs 11
interest payment that a borrower is expected ($)
to pay, P&I constant.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NOTE_INT_RATE The loan interest rate as reported by the 4 Max length of 6 6
Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NET_INT_RATE The loan gross interest rate less the service 4 Max length of 6 6
fee rate as reported by the Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_FEE_RATE The servicer's fee rate for a loan as 4 Max length of 6 6
reported by the Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_FEE_AMT The servicer's fee amount for a loan as 2 No commas(,) or dollar signs 11
reported by the Servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NEW_PAY_AMT The new loan payment amount as reported by 2 No commas(,) or dollar signs 11
the Servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NEW_LOAN_RATE The new loan rate as reported by the Servicer. 4 Max length of 6 6
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ARM_INDEX_RATE The index the Servicer is using to calculate 4 Max length of 6 6
a forecasted rate.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ACTL_BEG_PRIN_BAL The borrower's actual principal balance at 2 No commas(,) or dollar signs 11
the beginning of the processing cycle. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ACTL_END_PRIN_BAL The borrower's actual principal balance at 2 No commas(,) or dollar signs 11
the end of the processing cycle. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
BORR_NEXT_PAY_DUE_DATE The date at the end of processing cycle that MM/DD/YYYY 10
the borrower's next payment is due to the
Servicer, as reported by Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_AMT_1 The first curtailment amount to be applied. 2 No commas(,) or dollar signs 11
($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_DATE_1 The curtailment date associated with the MM/DD/YYYY 10
first curtailment amount.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
CURT_ADJ_ AMT_1 The curtailment interest on the first 2 No commas(,) or dollar signs 11
curtailment amount, if applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_AMT_2 The second curtailment amount to be applied. 2 No commas(,) or dollar signs 11
($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_DATE_2 The curtailment date associated with the MM/DD/YYYY 10
second curtailment amount.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
CURT_ADJ_ AMT_2 The curtailment interest on the second 2 No commas(,) or dollar signs 11
curtailment amount, if applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_AMT_3 The third curtailment amount to be applied. 2 No commas(,) or dollar signs 11
($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_DATE_3 The curtailment date associated with the MM/DD/YYYY 10
third curtailment amount.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
CURT_ADJ_AMT_3 The curtailment interest on the third 2 No commas(,) or dollar signs 11
curtailment amount, if applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
PIF_AMT The loan "paid in full" amount as reported by 2 No commas(,) or dollar signs 11
the Servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
PIF_DATE The paid in full date as reported by the MM/DD/YYYY 10
Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ACTION_CODE The standard FNMA numeric code used to Action Code Key: 2
indicate the default/delinquent status of a 15=Bankruptcy,
particular loan. 30=Foreclosure, , 60=PIF,
63=Substitution,
65=Repurchase,70=REO
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
INT_ADJ_AMT The amount of the interest adjustment as 2 No commas(,) or dollar signs 11
reported by the Servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SOLDIER_SAILOR_ADJ_AMT The Soldier and Sailor Adjustment amount, if 2 No commas(,) or dollar signs 11
applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NON_ADV_LOAN_AMT The Non Recoverable Loan Amount, if 2 No commas(,) or dollar signs 11
applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
LOAN_LOSS_AMT The amount the Servicer is passing as a loss, 2 No commas(,) or dollar signs 11
if applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_BEG_PRIN_BAL The scheduled outstanding principal amount 2 No commas(,) or dollar signs 11
due at the beginning of the cycle date to be ($)
passed through to investors.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_END_PRIN_BAL The scheduled principal balance due to 2 No commas(,) or dollar signs 11
investors at the end of a processing cycle. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_PRIN_AMT The scheduled principal amount as reported by 2 No commas(,) or dollar signs 11
the Servicer for the current cycle -- only ($)
applicable for Scheduled/Scheduled Loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_NET_INT The scheduled gross interest amount less the 2 No commas(,) or dollar signs 11
service fee amount for the current cycle as
reported by the Servicer -- only applicable
for Scheduled/Scheduled Loans. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ACTL_PRIN_AMT The actual principal amount collected by the 2 No commas(,) or dollar signs 11
Servicer for the current reporting cycle -- ($)
only applicable for Actual/Actual Loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
The actual gross interest amount less the
service fee amount for the current reporting No commas(,) or dollar signs
ACTL_NET_INT cycle as reported by the Servicer -- only 2 ($) 11
applicable for Actual/Actual Loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
PREPAY_PENALTY_ AMT The penalty amount received when a borrower 2 No commas(,) or dollar signs 11
prepays on his loan as reported by the ($)
Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
PREPAY_PENALTY_ WAIVED The prepayment penalty amount for the loan 2 No commas(,) or dollar signs 11
waived by the servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
MOD_DATE The Effective Payment Date of the MM/DD/YYYY 10
Modification for the loan.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
MOD_TYPE The Modification Type. Varchar - value can be alpha 30
or numeric
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
DELINQ_P&I_ADVANCE_AMT The current outstanding principal and 2 No commas(,) or dollar signs 11
interest advances made by Servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
22. The Agreement is hereby amended as of the date hereof by adding the following new
Exhibit F:
EXHIBIT F
REPORTING DATA FOR DEFAULTED LOANS
Standard File Layout - Delinquency Reporting
-------------------------------------- ---------------------------------------------------- -------------- ---------------
Column/Header Name Description Decimal Format Comment
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
SERVICER_LOAN_NBR A unique number assigned to a loan by the
Servicer. This may be different than the LOAN_NBR
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOAN_NBR A unique identifier assigned to each loan by the
originator.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
CLIENT_NBR Servicer Client Number
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
SERV_INVESTOR_NBR Contains a unique number as assigned by an
external servicer to identify a group of loans in
their system.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BORROWER_FIRST_NAME First Name of the Borrower.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BORROWER_LAST_NAME Last name of the borrower.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_ADDRESS Street Name and Number of Property
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_STATE The state where the property located.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_ZIP Zip code where the property is located.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BORR_NEXT_PAY_DUE_DATE The date that the borrower's next payment is due MM/DD/YYYY
to the servicer at the end of processing cycle, as
reported by Servicer.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOAN_TYPE Loan Type (i.e. FHA, VA, Conv)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BANKRUPTCY_FILED_DATE The date a particular bankruptcy claim was filed. MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BANKRUPTCY_CHAPTER_CODE The chapter under which the bankruptcy was filed.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BANKRUPTCY_CASE_NBR The case number assigned by the court to the
bankruptcy filing.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POST_PETITION_DUE_DATE The payment due date once the bankruptcy has been MM/DD/YYYY
approved by the courts
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BANKRUPTCY_DCHRG_DISM_DATE The Date The Loan Is Removed From Bankruptcy. MM/DD/YYYY
Either by Dismissal, Discharged and/or a Motion
For Relief Was Granted.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOSS_MIT_APPR_DATE The Date The Loss Mitigation Was Approved By The MM/DD/YYYY
Servicer
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOSS_MIT_TYPE The Type Of Loss Mitigation Approved For A Loan
Such As;
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOSS_MIT_EST_COMP_DATE The Date The Loss Mitigation /Plan Is Scheduled To MM/DD/YYYY
End/Close
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOSS_MIT_ACT_COMP_DATE The Date The Loss Mitigation Is Actually Completed MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FRCLSR_APPROVED_DATE The date DA Admin sends a letter to the servicer MM/DD/YYYY
with instructions to begin foreclosure proceedings.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
ATTORNEY_REFERRAL_DATE Date File Was Referred To Attorney to Pursue MM/DD/YYYY
Foreclosure
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FIRST_LEGAL_DATE Notice of 1st legal filed by an Attorney in a MM/DD/YYYY
Foreclosure Action
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FRCLSR_SALE_EXPECTED_DATE The date by which a foreclosure sale is expected MM/DD/YYYY
to occur.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FRCLSR_SALE_DATE The actual date of the foreclosure sale. MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FRCLSR_SALE_AMT The amount a property sold for at the foreclosure 2 No commas(,)
sale. or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
EVICTION_START_DATE The date the servicer initiates eviction of the MM/DD/YYYY
borrower.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
EVICTION_COMPLETED_DATE The date the court revokes legal possession of the MM/DD/YYYY
property from the borrower.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LIST_PRICE The price at which an REO property is marketed. 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LIST_DATE The date an REO property is listed at a particular MM/DD/YYYY
price.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
OFFER_AMT The dollar value of an offer for an REO property. 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
OFFER_DATE_TIME The date an offer is received by DA Admin or by MM/DD/YYYY
the Servicer.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
REO_CLOSING_DATE The date the REO sale of the property is scheduled MM/DD/YYYY
to close.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
REO_ACTUAL_CLOSING_DATE Actual Date Of REO Sale MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
OCCUPANT_CODE Classification of how the property is occupied.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_CONDITION_CODE A code that indicates the condition of the
property.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_INSPECTION_DATE The date a property inspection is performed. MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
APPRAISAL_DATE The date the appraisal was done. MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
CURR_PROP_VAL The current "as is" value of the property based 2
on brokers price opinion or appraisal.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
REPAIRED_PROP_VAL The amount the property would be worth if repairs 2
are completed pursuant to a broker's price opinion
or appraisal.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
If applicable:
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
DELINQ_STATUS_CODE FNMA Code Describing Status of Loan
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
DELINQ_REASON_CODE The circumstances which caused a borrower to stop
paying on a loan. Code indicates the reason why
the loan is in default for this cycle.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
MI_CLAIM_FILED_DATE Date Mortgage Insurance Claim Was Filed With MM/DD/YYYY
Mortgage Insurance Company.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
MI_CLAIM_AMT Amount of Mortgage Insurance Claim Filed No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
MI_CLAIM_PAID_DATE Date Mortgage Insurance Company Disbursed Claim MM/DD/YYYY
Payment
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
MI_CLAIM_AMT_PAID Amount Mortgage Insurance Company Paid On Claim 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POOL_CLAIM_FILED_DATE Date Claim Was Filed With Pool Insurance Company MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POOL_CLAIM_AMT Amount of Claim Filed With Pool Insurance Company 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POOL_CLAIM_PAID_DATE Date Claim Was Settled and The Check Was Issued By MM/DD/YYYY
The Pool Insurer
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POOL_CLAIM_AMT_PAID Amount Paid On Claim By Pool Insurance Company 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_A_CLAIM_FILED_DATE Date FHA Part A Claim Was Filed With HUD MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_A_CLAIM_AMT Amount of FHA Part A Claim Filed 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_A_CLAIM_PAID_DATE Date HUD Disbursed Part A Claim Payment MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_A_CLAIM_PAID_AMT Amount HUD Paid on Part A Claim 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_B_CLAIM_FILED_DATE Date FHA Part B Claim Was Filed With HUD MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_B_CLAIM_AMT Amount of FHA Part B Claim Filed 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_B_CLAIM_PAID_DATE Date HUD Disbursed Part B Claim Payment MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_B_CLAIM_PAID_AMT Amount HUD Paid on Part B Claim 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
VA_CLAIM_FILED_DATE Date VA Claim Was Filed With the Veterans Admin MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
VA_CLAIM_PAID_DATE Date Veterans Admin. Disbursed VA Claim Payment MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
VA_CLAIM_PAID_AMT Amount Veterans Admin. Paid on VA Claim 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
Exhibit 2: Standard File Codes - Delinquency Reporting
The Loss Mit Type field should show the approved Loss Mitigation Code as follows:
o ASUM- Approved Assumption
o BAP- Borrower Assistance Program
o CO- Charge Off
o DIL- Deed-in-Lieu
o FFA- Formal Forbearance Agreement
o MOD- Loan Modification
o PRE- Pre-Sale
o SS- Short Sale
o MISC- Anything else approved by the PMI or Pool Insurer
NOTE: Wells Fargo Bank will accept alternative Loss Mitigation Types to those above, provided that they
are consistent with industry standards. If Loss Mitigation Types other than those above are used, the
Servicer must supply Wells Fargo Bank with a description of each of the Loss Mitigation Types prior to
sending the file.
The Occupant Code field should show the current status of the property code as follows:
o Mortgagor
o Tenant
o Unknown
o Vacant
The Property Condition field should show the last reported condition of the property as follows:
o Damaged
o Excellent
o Fair
o Gone
o Good
o Poor
o Special Hazard
o Unknown
Exhibit 2: Standard File Codes - Delinquency Reporting, Continued
The FNMA Delinquent Reason Code field should show the Reason for Delinquency as follows:
------------------------ ---------------------------------------------------------
Delinquency Code Delinquency Description
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
001 FNMA-Death of principal mortgagor
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
002 FNMA-Illness of principal mortgagor
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
003 FNMA-Illness of mortgagor's family member
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
004 FNMA-Death of mortgagor's family member
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
005 FNMA-Marital difficulties
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
006 FNMA-Curtailment of income
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
007 FNMA-Excessive Obligation
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
008 FNMA-Abandonment of property
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
009 FNMA-Distant employee transfer
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
011 FNMA-Property problem
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
012 FNMA-Inability to sell property
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
013 FNMA-Inability to rent property
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
014 FNMA-Military Service
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
015 FNMA-Other
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
016 FNMA-Unemployment
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
017 FNMA-Business failure
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
019 FNMA-Casualty loss
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
022 FNMA-Energy environment costs
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
023 FNMA-Servicing problems
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
026 FNMA-Payment adjustment
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
027 FNMA-Payment dispute
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
029 FNMA-Transfer of ownership pending
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
030 FNMA-Fraud
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
031 FNMA-Unable to contact borrower
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
INC FNMA-Incarceration
------------------------ ---------------------------------------------------------
Exhibit 2: Standard File Codes - Delinquency Reporting, Continued
The FNMA Delinquent Status Code field should show the Status of Default as follows:
------------------------ -------------------------------------------------------
Status Code Status Description
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
09 Forbearance
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
17 Pre-foreclosure Sale Closing Plan Accepted
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
24 Government Seizure
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
26 Refinance
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
27 Assumption
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
28 Modification
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
29 Charge-Off
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
30 Third Party Sale
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
31 Probate
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
32 Military Indulgence
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
43 Foreclosure Started
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
44 Deed-in-Lieu Started
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
49 Assignment Completed
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
61 Second Lien Considerations
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
62 Veteran's Affairs-No Bid
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
63 Veteran's Affairs-Refund
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
64 Veteran's Affairs-Buydown
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
65 Chapter 7 Bankruptcy
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
66 Chapter 11 Bankruptcy
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
67 Chapter 13 Bankruptcy
------------------------ -------------------------------------------------------
23. The Agreement is hereby amended effective as of the date hereof by adding the
following new Exhibit K:
EXHIBIT K
COMPANY'S OBLIGATIONS IN CONNECTION
WITH A RECONSTITUTION
o The Company shall (i) possess the ability to service to a securitization documents;
(ii) service on a "Scheduled/Scheduled" reporting basis (advancing through the liquidation of an REO
Property), (iii) make compensating interest payments on payoffs and curtailments and (iv) remit and
report to a Master Servicer in format acceptable to such Master Servicer by the 10th calendar day of
each month.
o The Company shall provide an acceptable annual certification (officer's certificate)
to the Master Servicer (as required by the Sarbanes-Oxley Act of 2002) as well as any other annual
certifications required under the securitization documents (i.e. the annual statement as to
compliance/annual independent certified public accountants' servicing report due by March 1 of each
year).
o The Company shall allow for the Purchaser, the Master Servicer or their designee to
perform a review of audited financials and net worth of the Company.
o The Company shall provide a Uniform Single Attestation Program certificate and
Management Assertion as requested by the Master Servicer or the Purchaser.
o The Company shall provide information on each Custodial Account as requested by the
Master Servicer or the Purchaser, and each Custodial Accounts shall comply with the requirements for such
accounts as set forth in the securitization documents.
o The Company shall maintain its servicing system in accordance with the requirements of
the Master Servicer.
24. The Agreement is hereby amended effective as of the date hereof by adding the
following new Exhibit L:
EXHIBIT L
FORM OF COMPANY CERTIFICATION
Re: The [ ] agreement dated as of [ l, 200[ ] (the "Agreement"), among [IDENTIFY PARTIES]
I, ____________________________, the _______________________ of [NAME OF COMPANY] (the
"Company"), certify to [the Purchaser], [the Depositor], and the [Master Servicer] [Securities
Administrator] [Trustee], and their officers, with the knowledge and intent that they will rely upon
this certification, that:
I have reviewed the servicer compliance statement of the Company provided in
accordance with Item 1123 of Regulation AB (the "Compliance Statement"), the report on
assessment of the Company's compliance with the servicing criteria set forth in Item 1122(d) of
Regulation AB (the "Servicing Criteria"), provided in accordance with Rules 13a-18 and 15d-18
under Securities Exchange Act of 1934, as amended (the "Exchange Act") and Item 1122 of
Regulation AB (the "Servicing Assessment"), the registered public accounting firm's attestation
report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act and Section
1122(b) of Regulation AB (the "Attestation Report"), and all servicing reports, officer's
certificates and other information relating to the servicing of the Mortgage Loans by the
Company during 200[ ] that were delivered by the Company to the [Depositor] [Master Servicer]
[Securities Administrator] [Trustee] pursuant to the Agreement (collectively, the "Company
Servicing Information");
Based on my knowledge, the Company Servicing Information, taken as a whole, does not
contain any untrue statement of a material fact or omit to state a material fact necessary to
make the statements made, in the light of the circumstances under which such statements were
made, not misleading with respect to the period of time covered by the Company Servicing
Information;
Based on my knowledge, all of the Company Servicing Information required to be
provided by the Company under the Agreement has been provided to the [Depositor] [Master
Servicer] [Securities Administrator] [Trustee];
I am responsible for reviewing the activities performed by the Company as servicer
under the Agreement, and based on my knowledge and the compliance review conducted in preparing
the Compliance Statement and except as disclosed in the Compliance Statement, the Servicing
Assessment or the Attestation Report, the Company has fulfilled its obligations under the
Agreement in all material respects; and
The Compliance Statement required to be delivered by the Company pursuant to this Agreement, and the
Servicing Assessment and Attestation Report required to be provided by the Company and by any
Subservicer and Subcontractor pursuant to the Agreement, have been provided to the [Depositor] [Master
Servicer]. Any material instances of noncompliance described in such reports have been disclosed to the
[Depositor] [Master Servicer]. Any material instance of noncompliance with the Servicing Criteria has
been disclosed in such reports.
25. The Agreement is hereby amended effective as of the date hereof by adding the
following new Exhibit M:
EXHIBIT M
SUMMARY OF REGULATION AB
SERVICING CRITERIA
NOTE: This Exhibit M is provided for convenience of reference only. In the event of a conflict or
inconsistency between the terms of this Exhibit M and the text of Regulation AB, the text of Regulation
AB, its adopting release and other public statements of the SEC shall control.
Item 1122(d)
(i) General servicing considerations.
(A) Policies and procedures are instituted to monitor any performance or other
triggers and events of default in accordance with the transaction agreements.
(B) If any material servicing activities are outsourced to third parties, policies
and procedures are instituted to monitor the third party's performance and compliance with such
servicing activities.
(C) Any requirements in the transaction agreements to maintain a back-up servicer
for the mortgage loans are maintained.
(D) A fidelity bond and errors and omissions policy is in effect on the party
participating in the servicing function throughout the reporting period in the amount of coverage
required by and otherwise in accordance with the terms of the transaction agreements.
(ii) Cash collection and administration.
(A) Payments on mortgage loans are deposited into the appropriate custodial bank
accounts and related bank clearing accounts no more than two business days following receipt, or such
other number of days specified in the transaction agreements.
(B) Disbursements made via wire transfer on behalf of an obligor or to an investor
are made only by authorized personnel.
(C) Advances of funds or guarantees regarding collections, cash flows or
distributions, and any interest or other fees charged for such advances, are made, reviewed and approved
as specified in the transaction agreements.
(D) The related accounts for the transaction, such as cash reserve accounts or
accounts established as a form of overcollateralization, are separately maintained (e.g., with respect
to commingling of cash) as set forth in the transaction agreements.
(E) Each custodial account is maintained at a federally insured depository
institution as set forth in the transaction agreements. For purposes of this criterion, "federally
insured depository institution" with respect to a foreign financial institution means a foreign
financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.
(F) Unissued checks are safeguarded so as to prevent unauthorized access.
(G) Reconciliations are prepared on a monthly basis for all asset-backed
securities related bank accounts, including custodial accounts and related bank clearing accounts.
These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the
bank statement cutoff date, or such other number of days specified in the transaction agreements; (C)
reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain
explanations for reconciling items. These reconciling items are resolved within 90 calendar days of
their original identification, or such other number of days specified in the transaction agreements.
(iii) Investor remittances and reporting.
(A) Reports to investors, including those to be filed with the Commission, are
maintained in accordance with the transaction agreements and applicable Commission requirements.
Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in
the transaction agreements; (B) provide information calculated in accordance with the terms specified in
the transaction agreements; (C) are filed with the Commission as required by its rules and regulations;
and (D) agree with investors' or the trustee's records as to the total unpaid principal balance and
number of mortgage loans serviced by the Servicer.
(B) Amounts due to investors are allocated and remitted in accordance with
timeframes, distribution priority and other terms set forth in the transaction agreements.
(C) Disbursements made to an investor are posted within two business days to the
Servicer's investor records, or such other number of days specified in the transaction agreements.
(D) Amounts remitted to investors per the investor reports agree with cancelled
checks, or other form of payment, or custodial bank statements.
(iv) Mortgage Loan administration.
(A) Collateral or security on mortgage loans is maintained as required by the
transaction agreements or related mortgage loan documents.
(B) Mortgage loan and related documents are safeguarded as required by the
transaction agreements.
(C) Any additions, removals or substitutions to the asset pool are made, reviewed
and approved in accordance with any conditions or requirements in the transaction agreements.
(D) Payments on mortgage loans, including any payoffs, made in accordance with the
related mortgage loan documents are posted to the Servicer's obligor records maintained no more than two
business days after receipt, or such other number of days specified in the transaction agreements, and
allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage
loan documents.
(E) The Servicer's records regarding the mortgage loans agree with the Servicer's
records with respect to an obligor's unpaid principal balance.
(F) Changes with respect to the terms or status of an obligor's mortgage loans
(e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in
accordance with the transaction agreements and related mortgage loan documents.
(G) Loss mitigation or recovery actions (e.g., forbearance plans, modifications
and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated,
conducted and concluded in accordance with the timeframes or other requirements established by the
transaction agreements.
(H) Records documenting collection efforts are maintained during the period a
mortgage loan is delinquent in accordance with the transaction agreements. Such records are maintained
on at least a monthly basis, or such other period specified in the transaction agreements, and describe
the entity's activities in monitoring delinquent mortgage loans including, for example, phone calls,
letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or
unemployment).
(I) Adjustments to interest rates or rates of return for mortgage loans with
variable rates are computed based on the related mortgage loan documents.
(J) Regarding any funds held in trust for an obligor (such as escrow accounts):
(A) such funds are analyzed, in accordance with the obligor's mortgage loan documents, on at least an
annual basis, or such other period specified in the transaction agreements; (B) interest on such funds
is paid, or credited, to obligors in accordance with applicable mortgage loan documents and state laws;
and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related
mortgage loans, or such other number of days specified in the transaction agreements.
(K) Payments made on behalf of an obligor (such as tax or insurance payments) are
made on or before the related penalty or expiration dates, as indicated on the appropriate bills or
notices for such payments, provided that such support has been received by the Servicer at least 30
calendar days prior to these dates, or such other number of days specified in the transaction agreements.
(L) Any late payment penalties in connection with any payment to be made on behalf
of an obligor are paid from the Servicer's funds and not charged to the obligor, unless the late payment
was due to the obligor's error or omission.
(M) Disbursements made on behalf of an obligor are posted within two business days
to the obligor's records maintained by the Servicer, or such other number of days specified in the
transaction agreements.
(N) Delinquencies, charge-offs and uncollectable accounts are recognized and
recorded in accordance with the transaction agreements.
(O) Any external enhancement or other support, identified in Item 1114(a)(1)
through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.
26. The Agreement is hereby amended effective as of the date hereof by adding the
following new Exhibit N:
EXHIBIT N
SUMMARY OF APPLICABLE REGULATION AB REQUIREMENTS
NOTE: This Exhibit N is provided for convenience of reference only. In the event of a conflict or
inconsistency between the terms of this Exhibit N and the text of Regulation AB, the text of Regulation
AB, its adopting release and other public statements of the SEC shall control.
Item 1105(a)(1)-(3) and (c)
-Provide static pool information with respect to mortgage loans that were originated or
purchased by the Company and which are of the same type as the Mortgage Loans.
-Provide static pool information regarding delinquencies, cumulative losses and prepayments for
prior securitized pools of the Company.
-If the Company has less than 3 years experience securitizing assets of the same type as the
Mortgage Loans, provide the static pool information by vintage origination years regarding loans
originated or purchased by the Company, instead of by prior securitized pool. A vintage origination year
represents mortgage loans originated during the same year.
-Such static pool information shall be for the prior five years, or for so long as the Company
has been originating or purchasing (in the case of data by vintage origination year) or securitizing (in
the case of data by prior securitized pools) such mortgage loans if for less than five years.
-The static pool information for each vintage origination year or prior securitized pool, as
applicable, shall be presented in monthly increments over the life of the mortgage loans included in the
vintage origination year or prior securitized pool.
-Provide summary information for the original characteristics of the prior securitized pools or
vintage origination years, as applicable and material, including: number of pool assets, original pool
balance, weighted average initial loan balance, weighted average mortgage rate, weighted average and
minimum and maximum FICO, product type, loan purpose, weighted average and minimum and maximum LTV,
distribution of loans by mortgage rate, and geographic concentrations of 5% or more.
Item 1108(b) and (c)
Provide the following information with respect to each servicer that will service, including
interim service, 20% or more of the mortgage loans in any loan group in the securitization issued in the
Pass-Through Transfer:
-a description of the Company's form of organization;
-a description of how long the Company has been servicing residential mortgage loans; a general
discussion of the Company's experience in servicing assets of any type as well as a more detailed
discussion of the Company's experience in, and procedures for the servicing function it will perform
under this Agreement and any Reconstitution Agreements; information regarding the size, composition and
growth of the Company's portfolio of mortgage loans of the type similar to the Mortgage Loans and
information on factors related to the Company that may be material to any analysis of the servicing of
the Mortgage Loans or the related asset-backed securities, as applicable, including whether any default
or servicing related performance trigger has occurred as to any other securitization due to any act or
failure to act of the Company, whether any material noncompliance with applicable servicing criteria as
to any other securitization has been disclosed or reported by the Company, and the extent of outsourcing
the Company uses;
-a description of any material changes to the Company's policies or procedures in the servicing
function it will perform under this Agreement and any Reconstitution Agreements for mortgage loans of
the type similar to the Mortgage Loans during the past three years;
-information regarding the Company's financial condition to the extent that there is a material
risk that the effect on one or more aspects of servicing resulting from such financial condition could
have a material impact on the performance of the securities issued in the Pass-Through Transfer, or on
servicing of mortgage loans of the same asset type as the Mortgage Loans;
-any special or unique factors involved in servicing loans of the same type as the Mortgage
Loans, and the Company's processes and procedures designed to address such factors;
-statistical information regarding principal and interest advances made by the Company on the
Mortgage Loans and the Company's overall servicing portfolio for the past three years; and
-the Company's process for handling delinquencies, losses, bankruptcies and recoveries, such as
through liquidation of REO Properties, foreclosure, sale of the Mortgage Loans or workouts.
Item 1110(a)
-Identify any originator or group of affiliated originators that originated, or is expected to
originate, 10% or more of the mortgage loans in any loan group in the securitization issued in the
Pass-Through Transfer.
Item 1110(b)
Provide the following information with respect to any originator or group of affiliated
originators that originated, or is expected to originate, 20% or more of the mortgage loans in any loan
group in the securitization issued in the Pass-Through Transfer:
-the Company's form of organization; and
-a description of the Company's origination program and how long the Company has been engaged
in originating residential mortgage loans, which description must include a discussion of the Company's
experience in originating mortgage loans of the same type as the Mortgage Loans and information
regarding the size and composition of the Company's origination portfolio as well as information that
may be material to an analysis of the performance of the Mortgage Loans, such as the Company's
credit-granting or underwriting criteria for mortgage loans of the same type as the Mortgage Loans.
Item 1117
-describe any legal proceedings pending against the Company or against any of its property,
including any proceedings known to be contemplated by governmental authorities, that may be material to
the holders of the securities issued in the Pass-Through Transfer.
Item 1119(a)
-describe any affiliations of the Company, each other originator of the Mortgage Loans and each
Subservicer with the sponsor, depositor, issuing entity, trustee, any originator, any other servicer,
any significant obligor, enhancement or support provider or any other material parties related to the
Pass-Through Transfer.
Item 1119(b)
-describe any business relationship, agreement, arrangement, transaction or understanding
entered into outside of the ordinary course of business or on terms other than those obtained in an
arm's length transaction with an unrelated third party, apart from the Pass-Through Transfer, between the
Company, each other originator of the Mortgage Loans and each Subservicer, or their respective
affiliates, and the sponsor, depositor or issuing entity or their respective affiliates, that exists
currently or has existed during the past two years, that may be material to the understanding of an
investor in the securities issued in the Pass-Through Transfer.
Item 1119(c)
-describe any business relationship, agreement, arrangement, transaction or understanding
involving or relating to the Mortgage Loans or the Pass-Through Transfer, including the material terms
and approximate dollar amount involved, between the Company, each other originator of the Mortgage Loans
and each Subservicer, or their respective affiliates and the sponsor, depositor or issuing entity or
their respective affiliates, that exists currently or has existed during the past two years.
27. The Agreement is hereby amended effective as of the date hereof by adding the
following new Exhibit O:
EXHIBIT O
SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
The assessment of compliance to be delivered by [the Company] [Name of Subservicer] shall
address, at a minimum, the criteria identified as below as "Applicable Servicing Criteria":
--------------------------------------------------------------------------------------------- -----------------------
Servicing Criteria Applicable Servicing
Criteria
--------------------------------------------------------------------------------------------- -----------------------
Reference Criteria
----------------------- --------------------------------------------------------------------- -----------------------
General Servicing Considerations
----------------------- -----------------------
1122(d)(1)(i) Policies and procedures are instituted to monitor any performance X
or other triggers and events of default in accordance with the
transaction agreements.
----------------------- -----------------------
1122(d)(1)(ii) If any material servicing activities are outsourced to third X
parties, policies and procedures are instituted to monitor the
third party's performance and compliance with such servicing
activities.
----------------------- -----------------------
1122(d)(1)(iii) Any requirements in the transaction agreements to maintain a
back-up servicer for the mortgage loans are maintained.
----------------------- -----------------------
1122(d)(1)(iv) A fidelity bond and errors and omissions policy is in effect on the X
party participating in the servicing function throughout the
reporting period in the amount of coverage required by and
otherwise in accordance with the terms of the transaction
agreements.
----------------------- -----------------------
Cash Collection and Administration
----------------------- -----------------------
1122(d)(2)(i) Payments on mortgage loans are deposited into the appropriate X
custodial bank accounts and related bank clearing accounts no more
than two business days following receipt, or such other number of
days specified in the transaction agreements.
----------------------- -----------------------
1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an obligor or to X
an investor are made only by authorized personnel.
----------------------- -----------------------
1122(d)(2)(iii) Advances of funds or guarantees regarding collections, cash flows X
or distributions, and any interest or other fees charged for such
advances, are made, reviewed and approved as specified in the
transaction agreements.
----------------------- -----------------------
The related accounts for the transaction, such as cash reserve
accounts or accounts established as a form of
overcollateralization, are separately maintained (e.g., with X
respect to commingling of cash) as set forth in the transaction
1122(d)(2)(iv) agreements.
----------------------- -----------------------
1122(d)(2)(v) Each custodial account is maintained at a federally insured X
depository institution as set forth in the transaction agreements.
For purposes of this criterion, "federally insured depository
institution" with respect to a foreign financial institution means
a foreign financial institution that meets the requirements of Rule
13k-1(b)(1) of the Securities Exchange Act.
----------------------- -----------------------
1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent unauthorized X
access.
----------------------- -----------------------
1122(d)(2)(vii) Reconciliations are prepared on a monthly basis for all X
asset-backed securities related bank accounts, including custodial
accounts and related bank clearing accounts. These reconciliations
are (A) mathematically accurate; (B) prepared within 30 calendar
days after the bank statement cutoff date, or such other number of
days specified in the transaction agreements; (C) reviewed and
approved by someone other than the person who prepared the
reconciliation; and (D) contain explanations for reconciling items.
These reconciling items are resolved within 90 calendar days of
their original identification, or such other number of days
specified in the transaction agreements.
----------------------- -----------------------
Investor Remittances and Reporting
----------------------- -----------------------
1122(d)(3)(i) Reports to investors, including those to be filed with the X
Commission, are maintained in accordance with the transaction
agreements and applicable Commission requirements. Specifically,
such reports (A) are prepared in accordance with timeframes and
other terms set forth in the transaction agreements; (B) provide
information calculated in accordance with the terms specified in
the transaction agreements; (C) are filed with the Commission as
required by its rules and regulations; and (D) agree with
investors' or the trustee's records as to the total unpaid
principal balance and number of mortgage loans serviced by the
Servicer.
----------------------- -----------------------
1122(d)(3)(ii) Amounts due to investors are allocated and remitted in accordance X
with timeframes, distribution priority and other terms set forth in
the transaction agreements.
----------------------- -----------------------
Disbursements made to an investor are posted within two business
days to the Servicer's investor records, or such other number of X
1122(d)(3)(iii) days specified in the transaction agreements.
----------------------- -----------------------
Amounts remitted to investors per the investor reports agree with
cancelled checks, or other form of payment, or custodial bank X
1122(d)(3)(iv) statements.
----------------------- -----------------------
Pool Asset Administration
----------------------- -----------------------
1122(d)(4)(i) Collateral or security on mortgage loans is maintained as required X
by the transaction agreements or related mortgage loan documents.
----------------------- -----------------------
Mortgage loan and related documents are safeguarded as required by X
1122(d)(4)(ii) the transaction agreements
----------------------- -----------------------
1122(d)(4)(iii) Any additions, removals or substitutions to the asset pool are X
made, reviewed and approved in accordance with any conditions or
requirements in the transaction agreements.
----------------------- -----------------------
1122(d)(4)(iv) Payments on mortgage loans, including any payoffs, made in X
accordance with the related mortgage loan documents are posted to
the Servicer's obligor records maintained no more than two business
days after receipt, or such other number of days specified in the
transaction agreements, and allocated to principal, interest or
other items (e.g., escrow) in accordance with the related mortgage
loan documents.
----------------------- -----------------------
1122(d)(4)(v) The Servicer's records regarding the mortgage loans agree with the X
Servicer's records with respect to an obligor's unpaid principal
balance.
----------------------- -----------------------
1122(d)(4)(vi) Changes with respect to the terms or status of an obligor's X
mortgage loans (e.g., loan modifications or re-agings) are made,
reviewed and approved by authorized personnel in accordance with
the transaction agreements and related pool asset documents.
----------------------- -----------------------
1122(d)(4)(vii) Loss mitigation or recovery actions (e.g., forbearance plans, X
modifications and deeds in lieu of foreclosure, foreclosures and
repossessions, as applicable) are initiated, conducted and
concluded in accordance with the timeframes or other requirements
established by the transaction agreements.
----------------------- -----------------------
1122(d)(4)(viii) Records documenting collection efforts are maintained during the X
period a mortgage loan is delinquent in accordance with the
transaction agreements. Such records are maintained on at least a
monthly basis, or such other period specified in the transaction
agreements, and describe the entity's activities in monitoring
delinquent mortgage loans including, for example, phone calls,
letters and payment rescheduling plans in cases where delinquency
is deemed temporary (e.g., illness or unemployment).
----------------------- -----------------------
1122(d)(4)(ix) Adjustments to interest rates or rates of return for mortgage loans X
with variable rates are computed based on the related mortgage loan
documents.
----------------------- -----------------------
1122(d)(4)(x) Regarding any funds held in trust for an obligor (such as escrow X
accounts): (A) such funds are analyzed, in accordance with the
obligor's mortgage loan documents, on at least an annual basis, or
such other period specified in the transaction agreements; (B)
interest on such funds is paid, or credited, to obligors in
accordance with applicable mortgage loan documents and state laws;
and (C) such funds are returned to the obligor within 30 calendar
days of full repayment of the related mortgage loans, or such other
number of days specified in the transaction agreements.
----------------------- -----------------------
1122(d)(4)(xi) Payments made on behalf of an obligor (such as tax or insurance X
payments) are made on or before the related penalty or expiration
dates, as indicated on the appropriate bills or notices for such
payments, provided that such support has been received by the
servicer at least 30 calendar days prior to these dates, or such
other number of days specified in the transaction agreements.
----------------------- -----------------------
1122(d)(4)(xii) Any late payment penalties in connection with any payment to be X
made on behalf of an obligor are paid from the servicer's funds and
not charged to the obligor, unless the late payment was due to the
obligor's error or omission.
----------------------- -----------------------
Disbursements made on behalf of an obligor are posted within two
business days to the obligor's records maintained by the servicer,
or such other number of days specified in the transaction X
1122(d)(4)(xiii) agreements.
----------------------- -----------------------
1122(d)(4)(xiv) Delinquencies, charge-offs and uncollectible accounts are X
recognized and recorded in accordance with the transaction
agreements.
----------------------- -----------------------
Any external enhancement or other support, identified in Item
1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained
1122(d)(4)(xv) as set forth in the transaction agreements.
----------------------- -----------------------
---------------------------------------------------------------------
----------------------- --------------------------------------------------------------------- -----------------------
[NAME OF COMPANY] [NAME OF SUBSERVICER]
Date: _________________________
By: _________________________
Name:
Title:
28. The Agreement is hereby amended as of the date hereof by adding the following new
Exhibit P:
EXHIBIT P
REPORTING DATA FOR REALIZED LOSSES AND GAINS
Calculation of Realized Loss/Gain Form 332- Instruction Sheet
NOTE: Do not net or combine items. Show all expenses individually and all credits as separate
line items. Claim packages are due on the remittance report date. Late submissions may result
in claims not being passed until the following month. The Servicer is responsible to remit all
funds pending loss approval and /or resolution of any disputed items.
The numbers on the 332 form correspond with the numbers listed below.
Liquidation and Acquisition Expenses:
1. The Actual Unpaid Principal Balance of the Mortgage Loan. For documentation, an
Amortization Schedule from date of default through liquidation breaking out the net
interest and servicing fees advanced is required.
2. The Total Interest Due less the aggregate amount of servicing fee that would have been
earned if all delinquent payments had been made as agreed. For documentation, an
Amortization Schedule from date of default through liquidation breaking out the net
interest and servicing fees advanced is required.
3. Accrued Servicing Fees based upon the Scheduled Principal Balance of the Mortgage Loan
as calculated on a monthly basis. For documentation, an Amortization Schedule from date
of default through liquidation breaking out the net interest and servicing fees
advanced is required.
4-12. Complete as applicable. Required documentation:
* For taxes and insurance advances - see page 2 of 332 form - breakdown required
showing period
of coverage, base tax, interest, penalty. Advances prior to default require
evidence of servicer efforts to recover advances.
* For escrow advances - complete payment history
(to calculate advances from last positive escrow balance forward)
* Other expenses - copies of corporate advance history showing all payments
* REO repairs > $1500 require explanation
* REO repairs >$3000 require evidence of at least 2 bids.
* Short Sale or Charge Off require P&L supporting the decision and WFB's approved
Officer Certificate
* Unusual or extraordinary items may require further documentation.
13. The total of lines 1 through 12.
Credits:
14-21. Complete as applicable. Required documentation:
* Copy of the HUD 1 from the REO sale. If a 3rd Party Sale, bid instructions and
Escrow Agent / Attorney
Letter of Proceeds Breakdown.
* Copy of EOB for any MI or gov't guarantee
* All other credits need to be clearly defined on the 332 form
22. The total of lines 14 through 21.
Please Note: For HUD/VA loans, use line (18a) for Part A/Initial proceeds and line (18b)
for Part B/Supplemental proceeds.
Total Realized Loss (or Amount of Any Gain)
23. The total derived from subtracting line 22 from 13. If the amount represents a
realized gain, show the amount in parenthesis ( ).
Calculation of Realized Loss/Gain Form 332
Prepared by: __________________ Date: _______________
Phone: ______________________ Email Address:_____________________
---------------------------------- -------------------------------------- --------------------------------------------
Servicer Loan No. Servicer Name Servicer Address
---------------------------------- -------------------------------------- --------------------------------------------
WELLS FARGO BANK, N.A. Loan No._____________________________
Borrower's Name: _________________________________________________________
Property Address: _________________________________________________________
Liquidation Type: REO Sale 3rd Party Sale Short Sale Charge
Off
Was this loan granted a Bankruptcy deficiency or cramdown Yes No
If "Yes", provide deficiency or cramdown amount _______________________________
Liquidation and Acquisition Expenses:
(1) Actual Unpaid Principal Balance of Mortgage Loan $________________(1)
(2) Interest accrued at Net Rate ________________(2)
(3) Accrued Servicing Fees ________________(3)
(4) Attorney's Fees ________________(4)
(5) Taxes (see page 2) ________________(5)
(6) Property Maintenance ________________(6)
(7) MI/Hazard Insurance Premiums (see page 2) ________________(7)
(8) Utility Expenses ________________(8)
(9) Appraisal/BPO ________________(9)
(10) Property Inspections ________________(10)
(11) FC Costs/Other Legal Expenses ________________(11)
(12) Other (itemize) ________________(12)
Cash for Keys__________________________ ________________(12)
HOA/Condo Fees_______________________ ________________(12)
______________________________________ ________________(12)
Total Expenses $ _______________(13)
Credits:
(14) Escrow Balance $ _______________(14)
(15) HIP Refund ________________(15)
(16) Rental Receipts ________________(16)
(17) Hazard Loss Proceeds ________________(17)
(18) Primary Mortgage Insurance / Gov't Insurance ________________(18a)
HUD Part A
________________ (18b) HUD Part B
(19) Pool Insurance Proceeds ________________(19)
(20) Proceeds from Sale of Acquired Property ________________(20)
(21) Other (itemize) ________________(21)
_________________________________________ ________________(21)
Total Credits $________________(22)
Total Realized Loss (or Amount of Gain) $________________(23)
Escrow Disbursement Detail
------------------ --------------- ---------------- --------------- ---------------- ---------------- ----------------
Type Date Paid Period of Total Paid Base Amount Penalties Interest
(Tax /Ins.) Coverage
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29. The Agreement is hereby amended as of the date hereof by adding the following new
Exhibit Q:
EXHIBIT Q
Delinquency Recognition Policies
[To be provided by EMC and mutually agreed by the parties]
30. Except as amended above, the Agreement shall continue to be in full force and effect
in accordance with its terms.
31. This Amendment may be executed by one or more of the parties hereto on any number of
separate counterparts and of said counterparts taken together shall be deemed to constitute one and the
same instrument.
[SIGNATURE PAGES FOLLOW]
IN WITNESS WHEREOF, the following parties have caused their names to be signed hereto by their
respective officers thereunto duly authorized as of the day and year first above written.
EMC MORTGAGE CORPORATION,
as Purchaser
By:___________________________
Name:
Title:
MID AMERICA BANK, FSB,
as Company
By:___________________________
Name:
Title:
EXHIBIT I-1
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
This is an Assignment, Assumption and Recognition Agreement (this "AAR Agreement") made as of
January 31, 2007, among EMC Mortgage Corporation (the "Assignor"), Citibank, N.A., not in its individual
capacity but solely as trustee for the holders of Bear Stearns ALT-A Trust 2007-1, Mortgage Pass-Through
Certificates, Series 2007-1 (the "Assignee"), and Countrywide Home Loans Servicing LP (the "Company").
Whereas, the Assignor purchased mortgage loans from Countrywide listed on Attachment 1
annexed hereto (the "Mortgage Loans") pursuant to that certain Master Mortgage Loan Purchase Agreement,
dated as of November 1, 2002 (the "Purchase Agreement") between the Assignor and Countrywide Home Loans,
Inc. ("Countrywide") and the relevant term sheets between the Assignor and Countrywide (the "Term
Sheets"); and the Company agrees to service the Mortgage Loans pursuant to the terms and conditions of
the Seller's Warranties and Servicing Agreement, dated as of September 1, 2002, as amended on January 1,2003 and further amended on September 1, 2004, as amended by Amendment Reg AB dated January 1, 2006, (as
amended, the "Servicing Agreement"), between Assignor and Countrywide, as further modified by this AAR
Agreement.
In consideration of the mutual promises and agreements contained herein, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto also agree that the Mortgage Loans and the Assignor's right, title, interest and
obligations to and under the Purchase Agreement and the Servicing Agreement (collectively referred to
herein as the "Agreements"), with respect to the Mortgage Loans, shall be subject to the terms of this
AAR Agreement. Capitalized terms used herein but not defined shall have the meanings ascribed to them
in the Agreements.
Assignment and Assumption
1. Assignor hereby grants, transfers and assigns to Assignee all of the right, title,
interest and obligations of Assignor in the Mortgage Loans and, as they relate to the Mortgage Loans,
all of its right, title, interest and its obligations in, to and under the Agreements. Notwithstanding
anything to the contrary contained herein, the Assignor specifically reserves and does not assign to the
Assignee any right, title and interest in, to or under the representations and warranties contained in
Sections 3.01 and 3.02 of the Servicing Agreement and the Assignor is retaining any and all rights to
enforce the representations and warranties set forth in those sections against the Company including,
but not limited to, the right to seek repurchase or indemnification pursuant to Section 3.03 and 3.04 of
the Servicing Agreement. Assignor specifically reserves and does not assign to Assignee any right,
title and interest in, to or under any Mortgage Loans subject to the Agreements other than those set
forth on Attachment 1.
Assignor acknowledges and agrees that upon execution of this AAR Agreement, the Assignee shall
become the "Purchaser" under the Purchase Agreement, except as specifically set forth herein, and
subject to the preceding paragraph, all representations, warranties and covenants by the "Company" to
the "Purchaser" under the Purchase Agreement including, but not limited to, the rights to receive
indemnification, shall accrue to Assignee by virtue of this AAR Agreement.
Representations, Warranties and Covenants
2. Assignor warrants and represents to Assignee and Company as of the date hereof:
a. Attached hereto as Attachment 2 is a true and accurate copy of the servicing
provisions of the Servicing Agreement, which is in full force and effect as of
the date hereof and the provisions of which have not been waived, amended or
modified in any respect, nor has any notice of termination been given
thereunder;
b. Assignor was the lawful owner of the Mortgage Loans with full right to
transfer the Mortgage Loans and any and all of its interests, rights and
obligations under the Agreements as they relate to the Mortgage Loans, free
and clear from any and all claims and encumbrances; and upon the transfer of
the Mortgage Loans to Assignee as contemplated herein and in the Mortgage Loan
Purchase Agreement dated as of January 31, 2007 between the Assignor and
Structured Asset Mortgage Investments II Inc. ("SAMI II") and any subsequent
Mortgage Loan Purchase Agreement, Assignee shall have good title to each and
every Assigned Loan, as well as any and all of Assignee's interests, rights
and obligations under the Agreements as they relate to the Mortgage Loans,
free and clear of any and all liens, claims and encumbrances;
c. There are no offsets, counterclaims or other defenses available to Company
with respect to the Mortgage Loans or the Agreements;
d. Assignor has no knowledge of, and has not received notice of, any waivers
under, or any modification of, any Assigned Loan;
e. Assignor is duly organized, validly existing and in good standing under the
laws of the jurisdiction of its incorporation, and has all requisite power and
authority to acquire, own and sell the Mortgage Loans;
f. Assignor has full corporate power and authority to execute, deliver and
perform its obligations under this AAR Agreement, and to consummate the
transactions set forth herein. The consummation of the transactions
contemplated by this AAR Agreement is in the ordinary course of Assignor's
business and will not conflict with, or result in a breach of, any of the
terms, conditions or provisions of Assignor's charter or by-laws or any legal
restriction, or any material agreement or instrument to which Assignor is now
a party or by which it is bound, or result in the violation of any law, rule,
regulation, order, judgment or decree to which Assignor or its property is
subject. The execution, delivery and performance by Assignor of this AAR
Agreement and the consummation by it of the transactions contemplated hereby,
have been duly authorized by all necessary corporate action on part of
Assignor. This AAR Agreement has been duly executed and delivered by Assignor
and, upon the due authorization, execution and delivery by Assignee and
Company, will constitute the valid and legally binding obligation of Assignor
enforceable against Assignor in accordance with its terms except as
enforceability may be limited by bankruptcy, reorganization, insolvency,
moratorium or other similar laws now or hereafter in effect relating to
creditors' rights generally, and by general principles of equity regardless of
whether enforceability is considered in a proceeding in equity or at law;
g. No consent, approval, order or authorization of, or declaration, filing or
registration with, any governmental entity is required to be obtained or made
by Assignor in connection with the execution, delivery or performance by
Assignor of this AAR Agreement, or the consummation by it of the transactions
contemplated hereby. Neither Assignor nor anyone acting on its behalf has
offered, transferred, pledged, sold or otherwise disposed of the Mortgage
Loans or any interest in the Mortgage Loans, or solicited any offer to buy or
accept a transfer, pledge or other disposition of the Mortgage Loans, or any
interest in the Mortgage Loans or otherwise approached or negotiated with
respect to the Mortgage Loans, or any interest in the Mortgage Loans with any
Person in any manner, or made any general solicitation by means of general
advertising or in any other manner, or taken any other action which would
constitute a distribution of the Mortgage Loans under the Securities Act of
1933, as amended (the "1933 Act") or which would render the disposition of the
Mortgage Loans a violation of Section 5 of the 1933 Act or require
registration pursuant thereto; and
h. Assignor has received from Company, and has delivered to Assignee, all
documents required to be delivered to Assignor by Company prior to the date
hereof pursuant to the Agreements with respect to the Mortgage Loans and has
not received, and has not requested from Company, any additional documents.
3. Assignee warrants and represents to, and covenants with, Assignor and Company as of
the date hereof:
a. Assignee is duly organized, validly existing and in good standing under the
laws of the jurisdiction of its organization and has all requisite power and
authority to hold the Mortgage Loans as trustee on behalf of the holders of
Bear Stearns ALT-A Trust, Mortgage Pass-Through Certificates. Series 2007-1;
b. Assignee has full corporate power and authority to execute, deliver and
perform its obligations under this AAR Agreement, and to consummate the
transactions set forth herein. The consummation of the transactions
contemplated by this AAR Agreement is in the ordinary course of Assignee's
business and will not conflict with, or result in a breach of, any of the
terms, conditions or provisions of Assignee's charter or by-laws or any legal
restriction, or any material agreement or instrument to which Assignee is now
a party or by which it is bound, or result in the violation of any law, rule,
regulation, order, judgment or decree to which Assignee or its property is
subject. The execution, delivery and performance by Assignee of this AAR
Agreement and the consummation by it of the transactions contemplated hereby,
have been duly authorized by all necessary corporate action on part of
Assignee. This AAR Agreement has been duly executed and delivered by Assignee
and, upon the due authorization, execution and delivery by Assignor and
Company, will constitute the valid and legally binding obligation of Assignee
enforceable against Assignee in accordance with its terms except as
enforceability may be limited by bankruptcy, reorganization, insolvency,
moratorium or other similar laws now or hereafter in effect relating to
creditors' rights generally, and by general principles of equity regardless of
whether enforceability is considered in a proceeding in equity or at law;
c. No consent, approval, order or authorization of, or declaration, filing or
registration with, any governmental entity is required to be obtained or made
by Assignee in connection with the execution, delivery or performance by
Assignee of this AAR Agreement, or the consummation by it of the transactions
contemplated hereby; and
d. The Assignee assumes for the benefit of each of Assignor and Company all of
Assignor's rights and obligations (and the Master Servicer will ensure the
performance of these obligations) under the Agreements but solely with respect
to such Mortgage Loans.
4. Company warrants and represents to, and covenant with, Assignor and Assignee as of the
date hereof:
a. Company is duly organized, validly existing and in good standing under the
laws of the jurisdiction of its organization, and has all requisite power and
authority to service the Mortgage Loans and otherwise to perform its
obligations under the Servicing Agreement;
b. Company has full power and authority to execute, deliver and perform its
obligations under this AAR Agreement, and to consummate the transactions set
forth herein. The consummation of the transactions contemplated by this AAR
Agreement is in the ordinary course of Company's business and will not
conflict with, or result in a breach of, any of the terms, conditions or
provisions of Company's organizational documents or any legal restriction, or
any material agreement or instrument to which Company is now a party or by
which it is bound, or result in the violation of any law, rule, regulation,
order, judgment or decree to which Company or its property is subject. The
execution, delivery and performance by Company of this AAR Agreement and the
consummation by it of the transactions contemplated hereby, have been duly
authorized by all necessary action on part of Company. This AAR Agreement has
been duly executed and delivered by Company, and, upon the due authorization,
execution and delivery by Assignor and Assignee, will constitute the valid and
legally binding obligation of Company, enforceable against Company in
accordance with its terms except as enforceability may be limited by
bankruptcy, reorganization, insolvency, moratorium or other similar laws now
or hereafter in effect relating to creditors' rights generally, and by general
principles of equity regardless of whether enforceability is considered in a
proceeding in equity or at law;
c. No consent, approval, order or authorization of, or declaration, filing or
registration with, any governmental entity is required to be obtained or made
by Company in connection with the execution, delivery or performance by
Company of this AAR Agreement, or the consummation by it of the transactions
contemplated hereby or if required, such consent, approval, authorization or
order has been obtained prior to the date hereof; and
d. Company shall establish a Custodial Account and an Escrow Account under the
Agreements, as modified by this AAR Agreement, in favor of Assignee with
respect to the Mortgage Loans separate from the Custodial Account and Escrow
Account previously established under the Agreements, as modified by this AAR
Agreement, in favor of Assignor.
5. The Company hereby restates the representations and warranties set forth in Section
2(b) of Amendment Reg AB as of the date hereof.
6. Assignor hereby agrees to indemnify and hold the Assignee and the Company (and their
successors and assigns) harmless against any and all claims, losses, penalties, fines, forfeitures,
legal fees and related costs, judgments, and any other costs, fees and expenses that Assignee or the
Company (and their successors and assigns) may sustain in any way related to any breach of the
representations or warranties of Assignor set forth in this AAR Agreement or the breach of any covenant
or condition contained herein.
Recognition of Assignee
7. From and after the date hereof, Company shall recognize Assignee as owner of the
Mortgage Loans, and acknowledges that the Mortgage Loans will be part of a REMIC, and will service the
Mortgage Loans in accordance with this AAR Agreement.
8. Notwithstanding any term hereof to the contrary, it is expressly understood and agreed
by the parties hereto that (i) the execution and delivery of this AAR Agreement by the Assignee is
solely in its capacity as trustee (in such capacity, the "Trustee") for Bear Stearns ALT-A Trust 2007-1,
Mortgage Pass-Through Certificates, Series 2007-1 (the "Trust"), pursuant to the Pooling and Servicing
Agreement (the "Pooling and Servicing Agreement"), dated as of January 1, 2007, among SAMI II, the
Assignor, the Assignee, Wells Fargo Bank, National Association, as master servicer (the "MasterServicer") and as securities administrator, (ii) each of the representations, undertakings and agreements
herein made on behalf of the Trust is made and intended not as personal representations, undertakings
and agreements of the Assignee but is made and intended for the purpose of binding only the Trust and
(iii) under no circumstances shall the Assignee be personally liable for the payment of any indebtedness
or expenses of the Assignee or the Trust or be liable for the breach or failure of any obligation,
representation, warranty or covenant made or undertaken by the Assignee, the Assignor or the Trust under
the Servicing Agreement or the Pooling and Servicing Agreement. Any recourse against the Assignee in
respect of any obligations it may have under or pursuant to the terms of this AAR Agreement shall be
limited solely to the assets it may hold as trustee of Bear Stearns ALT-A Trust 2007-1, Mortgage
Pass-Through Certificates, Series 2007-1.
Modification of the Servicing Agreement
9. The Company and EMC hereby amend the Servicing Agreement as follows:
a. Sections 6.04, 6.05, 6.07 and clause (x) of Section 10.01, all as added by
Amendment Number 2 to the Servicing Agreement are deleted in their entirety.
b. Exhibit F to the Servicing Agreement is hereby deleted in its entirety and replace
with the reporting exhibits attached hereto as Attachment 4 in formats mutually
agreeable to the Company and the Master Servicer; provided, however, Company shall
not be required to report any information relating to any prepayment penalties or
charges to the extent such penalties or charges are retained by the Company.
10. The Company and EMC hereby modify Amendment Reg AB as follows:
a. The following shall be added as Section 2(g)(vi) of Amendment Reg AB:
The Master Servicer shall be considered a third party beneficiary of
Sections 2(d), 2(e) and 2(g) of this Amendment Reg AB (with regard to Section
2(g), solely with respect to noncompliance under Sections 2(d) and 2(e) of this
Amendment Reg AB), entitled to all of the rights and benefits accruing to any
Master Servicer herein as if it were a direct party to this Amendment Reg AB.
b. Section 2(e)(i)(D) of Amendment Reg AB is hereby amended by deleting "if
required by Regulation AB," from the first line of such Section 2(e)(i)(D).
Miscellaneous
11. All demands, notices and communications related to the Mortgage Loans and the
Agreements, as modified by this AAR Agreement, shall be in writing and shall be deemed to have been duly
given if personally delivered at or mailed by registered mail, postage prepaid, as follows:
a. In the case of Company,
Countrywide Home Loans Servicing LP
400 Countrywide Way
Simi Valley, California93065
Attention: John Lindberg, Rachel Meza,
Eric Varnen and Yuan Li
with copies to: General Counsel
b. In the case of Assignor,
EMC Mortgage Corporation
2780 Lake Vista Drive
Lewisville, Texas75067
Attention: Conduit Seller Approval Dept.
Facsimile: (214) 626-3751
Email: sellerapproval@bear.com
All notices and updates required to be provided to the Assignor regarding Regulation AB
pursuant to the Servicing Agreement should be sent to the Assignor by email to
regABnotifications@bear.com, and additionally:
(a) For Item 1117 (Legal Proceedings) to:
EMC Mortgage Corporation
2780 Lake Vista Drive
Lewisville, Texas75067
Attention: General Counsel
Facsimile: (469) 759-4714
with copies to:
Bear, Stearns & Co. Inc.
383 Madison Avenue, 3rd Floor
New York, NY10179
Attention: Global Credit Administration
Facsimile: (212) 272-6564
(b) For Item 1119 (Affiliations and Certain Relationships and Related
Transactions) to:
EMC Mortgage Corporation
2780 Lake Vista Drive
Lewisville, Texas75067
Attention: Conduit Seller Approval Dept.
Facsimile: (214) 626-3751
Email: sellerapproval@bear.com
with copies to:
Bear, Stearns & Co. Inc.
383 Madison Avenue, 3rd Floor
New York, NY10179
Attention: Global Credit Administration
Facsimile: (212) 272-6564
c. In the case of the Securities Administrator,
Wells Fargo Bank, National Association
9062 Old Annapolis Road
Columbia, Maryland21045
Attention: Client Manager BSALTA 2007-1
Telecopier No.: (410) 715-2380
d. In the case of Assignee,
Citibank, N.A.
388 Greenwich Street, 14th Floor
New York, New York10013
Attention: Structured Finance Agency & Trust —BSALTA 2007-1
Telecopier No.: (212) 816-5527
12. Each party will pay any commissions it has incurred and the Assignor shall pay the
fees of its attorneys and the reasonable fees of the attorneys of the Assignee and the Company in
connection with the negotiations for, documenting of and closing of the transactions contemplated by
this AAR Agreement.
13. This AAR Agreement shall be construed in accordance with the laws of the State of New
York, without regard to conflicts of law principles (other than Section 5-1401 of the New York
Obligations Law), and the obligations, rights and remedies of the parties hereunder shall be determined
in accordance with such laws.
14. No term or provision of this AAR Agreement may be waived or modified unless such
waiver or modification is in writing and signed by the party against whom such waiver or modification is
sought to be enforced.
15. This AAR Agreement shall inure to the benefit of the successors and assigns of the
parties hereto. Any entity into which Assignor, Assignee or Company may be merged or consolidated
shall, without the requirement for any further writing, be deemed Assignor, Assignee or Company,
respectively, hereunder.
16. This AAR Agreement shall survive the conveyance of the Mortgage Loans, the assignment
of the Agreements, as modified by this AAR Agreement, to the extent of the Mortgage Loans by Assignor to
Assignee and the termination of the Agreements.
17. This AAR Agreement may be executed simultaneously in any number of counterparts. Each
counterpart shall be deemed to be an original and all such counterparts shall constitute one and the
same instrument.
18. In the event that any provision of this AAR Agreement conflicts with any provision of
the Agreements with respect to the Mortgage Loans, the terms of this AAR Agreement shall control.
19. The Company hereby acknowledges that Wells Fargo Bank, National Association has been
appointed as the master servicer of the Mortgage Loans pursuant to the Pooling and Servicing Agreement,
dated as of January 1, 2007, among SAMI II, the Assignor, Wells Fargo Bank, National Association and the
Assignee and therefor has the right to enforce all obligations of the Company under the Agreements to
the extent assigned under this AAR Agreement (specifically excluding, without limitation, any right,
title and interest in, to or under the representations and warranties contained in Sections 3.01 and
3.02 of the Servicing Agreement and any and all rights to enforce the representations and warranties set
forth in those sections against the Company which are retained by the Assignor. Notwithstanding the
foregoing, it is understood that the Company shall not be obligated to defend and indemnify and hold
harmless the Master Servicer, the Assignor and the Assignee against any losses, damages, penalties,
fines, forfeitures, judgments and any related costs including, without limitation, reasonable and
necessary legal fees, resulting from (i) actions of the Company which were taken upon the written
instruction or direction of the Master Servicer or Assignee, as applicable, or (ii) the failure of the
Master Servicer to perform the obligations of the Assignee as "Purchaser" with respect to the
Agreements. The Company shall make all distributions under the Agreements to the Master Servicer by wire
transfer of immediately available funds to:
Wells Fargo Bank, National Association
ABA# 121000248
Account Name: SAS Clearing
Account # 3970771416
For Further Credit to: BSALTA 2007-1, Account #50982700.
and the Company shall deliver all reports required to be delivered under the Agreements to the
Assignee at the address set forth in Section 8 herein and to the Master Servicer at:
Wells Fargo Bank, National Association
9062 Old Annapolis Road
Columbia, Maryland21045
Attention: BSALTA 2007-1
Telecopier No.: (410) 715-2380
IN WITNESS WHEREOF, the parties hereto have executed this AAR Agreement as of the day and year
first above written.
EMC MORTGAGE CORPORATION
Assignor
By: ________________________________________________
Name:
Title:
CITIBANK, N.A., not in it's individual
capacity but solely as trustee for the holders
of Bear Stearns ALT-A Trust, Mortgage
Pass-Through Certificates, Series 2007-1, as Assignee
By:__________________________________________________
Name:
Title:
COUNTRYWIDE HOME LOANS SERVICING LP
Company
By: Countrywide GP, Inc., its General Partner
By:__________________________________________________
Name:
Title:
ACKNOWLEDGED AND AGREED:
WELLS FARGO BANK,
NATIONAL ASSOCIATION
By:__________________________________________________
Name:
Title:
ACKNOWLEDGED AND AGREED:
STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
By:__________________________________________________
Name:
Title:
ATTACHMENT 2
SERVICING AGREEMENT ARTICLES IV, V, AND VI
(Provided upon request)
ATTACHMENT 3
AFFILIATION DISCLOSURE
(Pursuant to Item 1119 of Regulation AB)
1. Sponsor and any affiliate, including but not limited to:
a. EMC Mortgage Corporation
b. Bear, Stearns & Co. Inc.
c. Bear, Stearns Securities Corp.
d. Bear Stearns Structured Products
e. Bear, Stearns International Limited
2. Depositor and any affiliate, including but not limited to:
a. Bear Stearns Asset Backed Securities I LLC
b. Structured Asset Mortgage Investments II Inc.
3. Bear Stearns ALT-A Trust 2007-1 and any affiliate
4. Citibank, N.A., as Trustee, and any affiliate
5. Significant obligor and any affiliate - None
6. Enhancement or support provider and any affiliate - None
7. 1100(d)(1) parties - any named party in the Securitization Transaction:
a. Cap Contract Provider: Bear Stearns Financial Products Inc., N.A.
b. Underwriter: Bear, Stearns & Co. Inc.
c. Servicers: EMC Mortgage Corporation; HomeBanc Mortgage Corporation; HSBC Mortgage
Corporation (USA) and Mid America Bank, FSB.
d. Master Servicer: Wells Fargo Bank, National Association
e. Unaffiliated Servicer of 20%: EMC Mortgage Corporation.
f. Originator of 10%: EMC Mortgage Corporation.
g. Securities Administrator: Wells Fargo Bank, National Association
h. Custodian: Wells Fargo Bank, National Association
ATTACHMENT 4
REPORTING DATA FOR DEFAULTED LOANS
Data must be submitted to Wells Fargo Bank in an Excel spreadsheet format with fixed field names and
data type. The Excel spreadsheet should be used as a template consistently every month when submitting
data.
Table: Delinquency
Name Type Size
___________________________________________________________________________________________________________
Servicer Loan # Number 8
(Double)
Investor Loan # Number 8
(Double)
Borrower Name Text 20
Address Text 30
State Text 2
Due Date Date/Time 8
Action Code Text 2
FC Received Date/Time 8
File Referred to Atty Date/Time 8
NOD Date/Time 8
Complaint Filed Date/Time 8
Sale Published Date/Time 8
Target Sale Date Date/Time 8
Actual Sale Date Date/Time 8
Loss Mit Approval Date Date/Time 8
Loss Mit Type Text 5
Loss Mit Estimated Completion Date/Time 8
Date
Loss Mit Actual Completion Date Date/Time 8
Loss Mit Broken Plan Date Date/Time 8
BK Chapter Text 6
BK Filed Date Date/Time 8
Post Petition Due Date/Time 8
Motion for Relief Date/Time 8
Lift of Stay Date/Time 8
RFD Text 10
Occupant Code Text 10
Eviction Start Date Date/Time 8
Eviction Completed Date Date/Time 8
List Price Currency 8
List Date Date/Time 8
Accepted Offer Price Currency 8
Accepted Offer Date Date/Time 8
Estimated REO Closing Date Date/Time 8
Actual REO Sale Date Date/Time 8
o Items in bold are MANDATORY FIELDS. We must receive information in those fields every month in
order for your file to be accepted.
The Action Code Field should show the applicable numeric code to indicate that a special action is being
taken. The Action Codes are the following:
12-Relief Provisions
15-Bankruptcy/Litigation
20-Referred for Deed-in-Lieu
30-Referred fore Foreclosure
60-Payoff
65-Repurchase
70-REO-Held for Sale
71-Third Party Sale/Condemnation
72-REO-Pending Conveyance-Pool Insurance claim filed
Wells Fargo Bank will accept alternative Action Codes to those above, provided that the Codes are
consistent with industry standards. If Action Codes other than those above are used, the Servicer must
supply Wells Fargo Bank with a description of each of the Action Codes prior to sending the file.
Description of Action Codes:
Action Code 12 - To report a Mortgage Loan for which the Borrower has been granted relief for curing a
delinquency. The Action Date is the date the relief is expected to end. For military indulgence, it
will be three months after the Borrower's discharge from military service.
Action Code 15 - To report the Borrower's filing for bankruptcy or instituting some other type of
litigation that will prevent or delay liquidation of the Mortgage Loan. The Action Date will be either
the date that any repayment plan (or forbearance) instituted by the bankruptcy court will expire or an
additional date by which the litigation should be resolved.
Action Code 20 - To report that the Borrower has agreed to a deed-in-lieu or an assignment of the
property. The Action Date is the date the Servicer decided to pursue a deed-in-lieu or the assignment.
Action Code 30 - To report that the decision has been made to foreclose the Mortgage Loan. The Action
Date is the date the Servicer referred the case to the foreclosure attorney.
Action Code 60 - To report that a Mortgage Loan has been paid in full either at, or prior to, maturity.
The Action Date is the date the pay-off funds were remitted to the Master Servicer.
Action Code 65 - To report that the Servicer is repurchasing the Mortgage Loan. The Action Date is the
date the repurchase proceeds were remitted to the Master Servicer.
Action Code 70 - To report that a Mortgage Loan has been foreclosed or a deed-in-lieu of foreclosure has
been accepted, and the Servicer, on behalf of the owner of the Mortgage Loan, has acquired the property
and may dispose of it. The Action Date is the date of the foreclosure sale or, for deeds-in-lieu, the
date the deed is recorded on behalf of the owner of the Mortgage Loan.
Action Code 71 - To report that a Mortgage Loan has been foreclosed and a third party acquired the
property, or a total condemnation of the property has occurred. The Action Date is the date of the
foreclosure sale or the date the condemnation award was received.
Action Code 72 - To report that a Mortgage Loan has been foreclosed, or a deed-in-lieu has been
accepted, and the property may be conveyed to the mortgage insurer and the pool insurance claim has been
filed. The Action Date is the date of the foreclosure sale, or, for deeds-in-lieu, the date of the deed
for conventional mortgages.
The Loss Mit Type field should show the approved Loss Mitigation arrangement. The following are
acceptable:
ASUM-Approved Assumption
BAP-Borrower Assistance Program
CO-Charge Off
DIL-Deed-in-Lieu
FFA-Formal Forbearance Agreement
MOD-Loan Modification
PRE-Pre-Sale
SS-Short Sale
MISC-Anything else approved by the PMI or Pool Insurer
Wells Fargo Bank will accept alternative Loss Mitigation Types to those above, provided that they are
consistent with industry standards. If Loss Mitigation Types other than those above are used, the
Servicer must supply Wells Fargo Bank with a description of each of the Loss Mitigation Types prior to
sending the file.
The Occupant Code field should show the current status of the property. The acceptable codes are:
Mortgagor
Tenant
Unknown
Vacant
REALIZED LOSS CALCULATION INFORMATION WELLS FARGO BANK, N.A. Form 332
Calculation of Realized Loss
Purpose
To provide the Servicer with a form for the calculation of any Realized Loss (or gain) as a result of a
Mortgage Loan having been foreclosed and Liquidated.
Distribution
The Servicer will prepare the form in duplicate and send the original together with evidence of
conveyance of title and appropriate supporting documentation to the Master Servicer with the Monthly
Accounting Reports which supports the Mortgage Loan's removal from the Mortgage Loan Activity Report.
The Servicer will retain the duplicate for its own records.
Due Date
With respect to any liquidated Mortgage Loan, the form will be submitted to the Master Servicer no later
than the date on which statements are due to the Master Servicer under Section 4.02 of this Agreement
(the "Statement Date") in the month following receipt of final liquidation proceeds and supporting
documentation relating to such liquidated Mortgage Loan; provided, that if such Statement Date is not at
least 30 days after receipt of final liquidation proceeds and supporting documentation relating to such
liquidated Mortgage Loan, then the form will be submitted on the first Statement Date occurring after
the 30th day following receipt of final liquidation proceeds and supporting documentation.
Preparation Instructions
The numbers on the form correspond with the numbers listed below.
1. The actual Unpaid Principal Balance of the Mortgage Loan.
2. The Total Interest Due less the aggregate amount of servicing fee that would have been earned
if all delinquent payments had been made as agreed.
3-7. Complete as necessary. All line entries must be supported by copies of appropriate statements,
vouchers, receipts, canceled checks, etc., to document the expense. Entries not properly
documented will not be reimbursed to the Servicer.
8. Accrued Servicing Fees based upon the Scheduled Principal Balance of the Mortgage Loan as
calculated on a monthly basis.
10. The total of lines 1 through 9.
Credits
11-17. Complete as necessary. All line entries must be supported by copies of the appropriate claims
forms, statements, payment checks, etc. to document the credit. If the Mortgage Loan is
subject to a Bankruptcy Deficiency, the difference between the Unpaid Principal Balance of the
Note prior to the Bankruptcy Deficiency and the Unpaid Principal Balance as reduced by the
Bankruptcy Deficiency should be input on line 16.
18. The total of lines 11 through 17.
Total Realized Loss (or Amount of Any Gain)
19. The total derived from subtracting line 18 from 10. If the amount represents a realized gain,
show the amount in parenthesis ( ).
WELLS FARGO BANK, N.A.
CALCULATION OF REALIZED LOSS
WELLS FARGO BANK, N.A. Trust: ___________________________
Prepared by: __________________ Date: _______________
Phone: ______________________
Servicer Loan No. Servicer Name Servicer Address
WELLS FARGO BANK, N.A.
Loan No._____________________________
Borrower's Name:________________________________________________________
Property
Address:________________________________________________________________
Liquidation and Acquisition Expenses:
Actual Unpaid Principal Balance of Mortgage Loan $ _______________(1)
Interest accrued at Net Rate ________________(2)
Attorney's Fees ________________(3)
Taxes ________________(4)
Property Maintenance ________________(5)
MI/Hazard Insurance Premiums ________________(6)
Hazard Loss Expenses ________________(7)
Accrued Servicing Fees ________________(8)
Other (itemize) ________________(9)
$ _________________
Total Expenses $ ______________(10)
Credits:
Escrow Balance $ ______________(11)
HIP Refund ________________(12)
Rental Receipts ________________(13)
Hazard Loss Proceeds ________________(14)
Primary Mortgage Insurance Proceeds ________________(15)
Proceeds from Sale of Acquired Property ________________(16)
Other (itemize) ________________(17)
___________________
___________________
Total Credits $________________(18)
Total Realized Loss (or Amount of Gain) $________________
------------------ --------------- ---------------- --------------- ---------------- ---------------- ----------------
Type Date Paid Period of Total Paid Base Amount Penalties Interest
(Tax /Ins.) Coverage
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Standard File Layout - Master Servicing
---------------------------- ------------------------------------------------------- ---------- --------------------------- --------
Column Name Description Decimal Format Comment Max
Size
---------------------------- ------------------------------------------------------- ---------- --------------------------- --------
SER_INVESTOR_NBR A value assigned by the Servicer to define a group of Text up to 10 digits 20
loans.
---------------------------- ------------------------------------------------------- ---------- --------------------------- --------
LOAN_NBR A unique identifier assigned to each loan by the Text up to 10 digits 10
investor.
---------------------------- ------------------------------------------------------- ---------- --------------------------- --------
SERVICER_LOAN_NBR A unique number assigned to a loan by the Servicer. Text up to 10 digits 10
This may be different than the LOAN_NBR.
---------------------------- ------------------------------------------------------- ---------- --------------------------- --------
BORROWER_NAME The borrower name as received in the file. It is not Maximum length of 30 30
separated by first and last name. (Last, First)
---------------------------- ------------------------------------------------------- ---------- --------------------------- --------
SCHED_PAY_AMT Scheduled monthly principal and scheduled interest 2 No commas(,) or dollar 11
payment that a borrower is expected to pay, P&I signs ($)
constant.
---------------------------- ------------------------------------------------------- ---------- --------------------------- --------
NOTE_INT_RATE The loan interest rate as reported by the Servicer. 4 Max length of 6 6
---------------------------- ------------------------------------------------------- ---------- --------------------------- --------
NET_INT_RATE The loan gross interest rate less the service fee 4 Max length of 6 6
rate as reported by the Servicer.
---------------------------- ------------------------------------------------------- ---------- --------------------------- --------
SERV_FEE_RATE The servicer's fee rate for a loan as reported by the 4 Max length of 6 6
Servicer.
---------------------------- ------------------------------------------------------- ---------- --------------------------- --------
SERV_FEE_AMT The servicer's fee amount for a loan as reported by 2 No commas(,) or dollar 11
the Servicer. signs ($)
---------------------------- ------------------------------------------------------- ---------- --------------------------- --------
NEW_PAY_AMT The new loan payment amount as reported by the 2 No commas(,) or dollar 11
Servicer. signs ($)
---------------------------- ------------------------------------------------------- ---------- --------------------------- --------
NEW_LOAN_RATE The new loan rate as reported by the Servicer. 4 Max length of 6 6
---------------------------- ------------------------------------------------------- ---------- --------------------------- --------
ARM_INDEX_RATE The index the Servicer is using to calculate a 4 Max length of 6 6
forecasted rate.
---------------------------- ------------------------------------------------------- ---------- --------------------------- --------
ACTL_BEG_PRIN_BAL The borrower's actual principal balance at the 2 No commas(,) or dollar 11
beginning of the processing cycle. signs ($)
---------------------------- ------------------------------------------------------- ---------- --------------------------- --------
ACTL_END_PRIN_BAL The borrower's actual principal balance at the end of 2 No commas(,) or dollar 11
the processing cycle. signs ($)
---------------------------- ------------------------------------------------------- ---------- --------------------------- --------
BORR_NEXT_PAY_DUE_DATE The date at the end of processing cycle that the MM/DD/YYYY 10
borrower's next payment is due to the Servicer, as
reported by Servicer.
---------------------------- ------------------------------------------------------- ---------- --------------------------- --------
SERV_CURT_AMT_1 The first curtailment amount to be applied. 2 No commas(,) or dollar 11
signs ($)
---------------------------- ------------------------------------------------------- ---------- --------------------------- --------
SERV_CURT_DATE_1 The curtailment date associated with the first MM/DD/YYYY 10
curtailment amount.
---------------------------- ------------------------------------------------------- ---------- --------------------------- --------
CURT_ADJ_ AMT_1 The curtailment interest on the first curtailment 2 No commas(,) or dollar 11
amount, if applicable. signs ($)
---------------------------- ------------------------------------------------------- ---------- --------------------------- --------
SERV_CURT_AMT_2 The second curtailment amount to be applied. 2 No commas(,) or dollar 11
signs ($)
---------------------------- ------------------------------------------------------- ---------- --------------------------- --------
SERV_CURT_DATE_2 The curtailment date associated with the second MM/DD/YYYY 10
curtailment amount.
---------------------------- ------------------------------------------------------- ---------- --------------------------- --------
CURT_ADJ_ AMT_2 The curtailment interest on the second curtailment 2 No commas(,) or dollar 11
amount, if applicable. signs ($)
---------------------------- ------------------------------------------------------- ---------- --------------------------- --------
SERV_CURT_AMT_3 The third curtailment amount to be applied. 2 No commas(,) or dollar 11
signs ($)
---------------------------- ------------------------------------------------------- ---------- --------------------------- --------
SERV_CURT_DATE_3 The curtailment date associated with the third MM/DD/YYYY 10
curtailment amount.
---------------------------- ------------------------------------------------------- ---------- --------------------------- --------
CURT_ADJ_AMT_3 The curtailment interest on the third curtailment 2 No commas(,) or dollar 11
amount, if applicable. signs ($)
---------------------------- ------------------------------------------------------- ---------- --------------------------- --------
PIF_AMT The loan "paid in full" amount as reported by the 2 No commas(,) or dollar 11
Servicer. signs ($)
---------------------------- ------------------------------------------------------- ---------- --------------------------- --------
PIF_DATE The paid in full date as reported by the Servicer. MM/DD/YYYY 10
---------------------------- ------------------------------------------------------- ---------- --------------------------- --------
ACTION_CODE The standard FNMA numeric code used to indicate the Action Code Key: 2
default/delinquent status of a particular loan. 15=Bankruptcy,
30=Foreclosure, 60=PIF,
63=Substitution,
65=Repurchase, 70=REO
---------------------------- ------------------------------------------------------- ---------- --------------------------- --------
INT_ADJ_AMT The amount of the interest adjustment as reported by 2 No commas(,) or dollar 11
the Servicer. signs ($)
---------------------------- ------------------------------------------------------- ---------- --------------------------- --------
SOLDIER_SAILOR_ADJ_AMT The Soldier and Sailor Adjustment amount, if 2 No commas(,) or dollar 11
applicable. signs ($)
---------------------------- ------------------------------------------------------- ---------- --------------------------- --------
NON_ADV_LOAN_AMT The Non Recoverable Loan Amount, if applicable. 2 No commas(,) or dollar 11
signs ($)
---------------------------- ------------------------------------------------------- ---------- --------------------------- --------
LOAN_LOSS_AMT The amount the Servicer is passing as a loss, if 2 No commas(,) or dollar 11
applicable. signs ($)
---------------------------- ------------------------------------------------------- ---------- --------------------------- --------
SCHED_BEG_PRIN_BAL The scheduled outstanding principal amount due at the 2 No commas(,) or dollar 11
beginning of the cycle date to be passed through to signs ($)
investors.
---------------------------- ------------------------------------------------------- ---------- --------------------------- --------
SCHED_END_PRIN_BAL The scheduled principal balance due to investors at 2 No commas(,) or dollar 11
the end of a processing cycle. signs ($)
---------------------------- ------------------------------------------------------- ---------- --------------------------- --------
SCHED_PRIN_AMT The scheduled principal amount as reported by the 2 No commas(,) or dollar 11
Servicer for the current cycle -- only applicable for signs ($)
Scheduled/Scheduled Loans.
---------------------------- ------------------------------------------------------- ---------- --------------------------- --------
SCHED_NET_INT The scheduled gross interest amount less the service 2 No commas(,) or dollar 11
fee amount for the current cycle as reported by the signs ($)
Servicer -- only applicable for Scheduled/Scheduled
Loans.
---------------------------- ------------------------------------------------------- ---------- --------------------------- --------
ACTL_PRIN_AMT The actual principal amount collected by the Servicer 2 No commas(,) or dollar 11
for the current reporting cycle -- only applicable signs ($)
for Actual/Actual Loans.
---------------------------- ------------------------------------------------------- ---------- --------------------------- --------
ACTL_NET_INT The actual gross interest amount less the service fee 2 No commas(,) or dollar 11
amount for the current reporting cycle as reported by signs ($)
the Servicer -- only applicable for Actual/Actual
Loans.
---------------------------- ------------------------------------------------------- ---------- --------------------------- --------
PREPAY_PENALTY_ AMT The penalty amount received when a borrower prepays 2 No commas(,) or dollar 11
on his loan as reported by the Servicer. signs ($)
---------------------------- ------------------------------------------------------- ---------- --------------------------- --------
PREPAY_PENALTY_ WAIVED The prepayment penalty amount for the loan waived by 2 No commas(,) or dollar 11
the servicer. signs ($)
---------------------------- ------------------------------------------------------- ---------- --------------------------- --------
---------------------------- ------------------------------------------------------- ---------- --------------------------- --------
MOD_DATE The Effective Payment Date of the Modification for MM/DD/YYYY 10
the loan.
---------------------------- ------------------------------------------------------- ---------- --------------------------- --------
MOD_TYPE The Modification Type. Varchar - value can be 30
alpha or numeric
---------------------------- ------------------------------------------------------- ---------- --------------------------- --------
DELINQ_P&I_ADVANCE_AMT The current outstanding principal and interest 2 No commas(,) or dollar 11
advances made by Servicer. signs ($)
---------------------------- ------------------------------------------------------- ---------- --------------------------- --------
EXHIBIT I-2
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
This is an Assignment, Assumption and Recognition Agreement (this "AAR Agreement") made as of
January 31, 2007, among EMC Mortgage Corporation (the "Assignor"), Citibank, N.A., not individually but
solely as trustee for the holders of the Bear Stearns ALT-A Trust 2007-1, Mortgage Pass-Through
Certificates, Series 2007-1 (the "Assignee") and HomeBanc Mortgage Corporation (the "Company").
In consideration of the mutual promises contained herein the parties hereto agree that the
residential mortgage loans (the "Assigned Loans") listed on Attachment 1 annexed hereto (the "AssignedLoan Schedule") purchased by the Assignor from the Company and now serviced by Company for Assignor and
its successors and assigns pursuant to (a) the Purchase, Warranties and Servicing Agreement, dated as of
January 1, 2004, as amended by the Amended and Restated Amendment No. 1 to the Purchase, Warranties and
Servicing Agreement, dated as of January 27, 2006, between Assignor and Company (as amended, the "PWS
Agreement") and (b) the Term Sheet dated June 29, 2006 between Assignor and Company (the "Term Sheet"
and together with the PWS Agreement, the "Agreements") shall be subject to the terms of this AAR
Agreement. Capitalized terms used herein but not defined shall have the meanings ascribed to them in
the PWS Agreement.
Assignment and Assumption
Except as expressly provided for herein, the Assignor hereby grants, transfers and assigns to
the Assignee all of its right, title and interest as in, to and under (a) the Assigned Loans and (b) the
Agreements with respect to the Assigned Loans; provided, however, that the Assignor is not assigning to
the Assignee any of its right, title or interest, in, to and under the PWS Agreement with respect to any
mortgage loan other than the Assigned Loans listed on Exhibit A. Notwithstanding anything to the
contrary contained herein, the Assignor specifically reserves and does not assign to the Assignee any
right, title and interest in, to or under the representations and warranties contained in Section 3.01
and Section 3.02 of the PWS Agreement and the Assignor is retaining the right to enforce the
representations and warranties set forth in those sections against the Company. Except as is otherwise
expressly provided herein, the Assignor makes no representations, warranties or covenants to the
Assignee and the Assignee acknowledges that the Assignor has no obligations to the Assignee under the
terms of the PWS Agreement or otherwise relating to the transaction contemplated herein (including, but
not limited to, any obligation to indemnify the Assignee).
Representations, Warranties and Covenants
Assignor warrants and represents to Assignee and Company as of the date hereof:
Attached hereto as Attachment 2 are true and accurate copies of the Agreements which
agreements are in full force and effect as of the date hereof and the provisions of which have not been
waived, amended or modified in any respect, nor has any notice of termination been given thereunder;
Assignor is the lawful owner of the Assigned Loans with full right to transfer the Assigned
Loans and any and all of its interests, rights and obligations under the PWS Agreement as they relate to
the Assigned Loans, free and clear from any and all claims and encumbrances; and upon the transfer of
the Assigned Loans to Assignee as contemplated herein and in the Mortgage Loan Purchase Agreement dated
as of January 31, 2007 between the Assignor and Structured Asset Mortgage Investments II Inc. ("SAMIII"), Assignee shall have good title to each and every Assigned Loan, as well as any and all of
Assignee's interests, rights and obligations under the PWS Agreement as they relate to the Assigned
Loans, free and clear of any and all liens, claims and encumbrances;
There are no offsets, counterclaims or other defenses available to Company with respect to the
Assigned Loans or the PWS Agreement;
Assignor has no knowledge of, and has not received notice of, any waivers under, or any
modification of, any Assigned Loan;
Assignor is duly organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation, and has all requisite power and authority to acquire, own and sell
the Assigned Loans;
Assignor has full corporate power and authority to execute, deliver and perform its
obligations under this AAR Agreement, and to consummate the transactions set forth herein. The
consummation of the transactions contemplated by this AAR Agreement is in the ordinary course of
Assignor's business and will not conflict with, or result in a breach of, any of the terms, conditions or
provisions of Assignor's charter or by-laws or any legal restriction, or any material agreement or
instrument to which Assignor is now a party or by which it is bound, or result in the violation of any
law, rule, regulation, order, judgment or decree to which Assignor or its property is subject. The
execution, delivery and performance by Assignor of this AAR Agreement and the consummation by it of the
transactions contemplated hereby, have been duly authorized by all necessary corporate action on the
part of Assignor. This AAR Agreement has been duly executed and delivered by Assignor and, upon the due
authorization, execution and delivery by Assignee and Company, will constitute the valid and legally
binding obligation of Assignor enforceable against Assignor in accordance with its terms except as
enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar
laws now or hereafter in effect relating to creditors' rights generally, and by general principles of
equity regardless of whether enforceability is considered in a proceeding in equity or at law;
No consent, approval, order or authorization of, or declaration, filing or registration with,
any governmental entity is required to be obtained or made by Assignor in connection with the execution,
delivery or performance by Assignor of this AAR Agreement, or the consummation by it of the transactions
contemplated hereby;
Neither Assignor nor anyone acting on its behalf has offered, transferred, pledged, sold or
otherwise disposed of the Assigned Loans or any interest in the Assigned Loans, or solicited any offer
to buy or accept a transfer, pledge or other disposition of the Assigned Loans, or any interest in the
Assigned Loans or otherwise approached or negotiated with respect to the Assigned Loans, or any interest
in the Assigned Loans with any Person in any manner, or made any general solicitation by means of
general advertising or in any other manner, or taken any other action which would constitute a
distribution of the Assigned Loans under the Securities Act of 1933, as amended (the "1933 Act") or
which would render the disposition of the Assigned Loans a violation of Section 5 of the 1933 Act or
require registration pursuant thereto;
The Assignor has received from Company, and has delivered to the Assignee, all documents
required to be delivered to Assignor by the Company prior to the date hereof pursuant to the PWS
Agreement with respect to the Assigned Loans and has not received, and has not requested from the
Company, any additional documents; and
There is no action, suit, proceeding, investigation or litigation pending or, to Assignor's
knowledge, threatened, which either in any instance or in the aggregate, if determined adversely to
Assignor, would adversely affect Assignor's execution or delivery of, or the enforceability of, this AAR
Agreement, or the Assignor's ability to perform its obligations under this AAR Agreement.
Assignee warrants and represents to, and covenants with, Assignor and Company as of the date
hereof:
Assignee is duly organized, validly existing and in good standing under the laws of the
jurisdiction of its organization and has all requisite power and authority to hold the Assigned Loans as
trustee on behalf of the holders of the Bear Stearns ALT-A Trust 2007-1, Mortgage Pass-Through
Certificates, Series 2007-1;
Assignee has full corporate power and authority to execute, deliver and perform its
obligations under this AAR Agreement, and to consummate the transactions set forth herein. The
consummation of the transactions contemplated by this AAR Agreement is in the ordinary course of
Assignee's business and will not conflict with, or result in a breach of, any of the terms, conditions or
provisions of Assignee's charter or by-laws or any legal restriction, or any material agreement or
instrument to which Assignee is now a party or by which it is bound, or result in the violation of any
law, rule, regulation, order, judgment or decree to which Assignee or its property is subject. The
execution, delivery and performance by Assignee of this AAR Agreement and the consummation by it of the
transactions contemplated hereby, have been duly authorized by all necessary corporate action on part of
Assignee. This AAR Agreement has been duly executed and delivered by Assignee and, upon the due
authorization, execution and delivery by Assignor and Company, will constitute the valid and legally
binding obligation of Assignee enforceable against Assignee in accordance with its terms except as
enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar
laws now or hereafter in effect relating to creditors' rights generally, and by general principles of
equity regardless of whether enforceability is considered in a proceeding in equity or at law;
No consent, approval, order or authorization of, or declaration, filing or registration with,
any governmental entity is required to be obtained or made by Assignee in connection with the execution,
delivery or performance by Assignee of this AAR Agreement, or the consummation by it of the transactions
contemplated hereby;
There is no action, suit, proceeding, investigation or litigation pending or, to Assignee's
knowledge, threatened, which either in any instance or in the aggregate, if determined adversely to
Assignee, would adversely affect Assignee's execution or delivery of, or the enforceability of, this AAR
Agreement, or the Assignee's ability to perform its obligations under this AAR Agreement; and
Assignee assumes for the benefit of each of the Assignor and the Company all of the rights of
the Purchaser under the PWS Agreement with respect to the Assigned Loans.
Company warrants and represents to, and covenant with, Assignor and Assignee as of the date
hereof:
Attached hereto as Attachment 2 are true and accurate copies of the Agreements, which
agreements are in full force and effect as of the date hereof and the provisions of which have not been
waived, amended or modified in any respect, nor has any notice of termination been given thereunder;
Company is duly organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation, and has all requisite power and authority to service the Assigned
Loans and otherwise to perform its obligations under the PWS Agreement;
Company has full corporate power and authority to execute, deliver and perform its obligations
under this AAR Agreement, and to consummate the transactions set forth herein. The consummation of the
transactions contemplated by this AAR Agreement is in the ordinary course of Company's business and will
not conflict with, or result in a breach of, any of the terms, conditions or provisions of Company's
charter or by-laws or any legal restriction, or any material agreement or instrument to which Company is
now a party or by which it is bound, or result in the violation of any law, rule, regulation, order,
judgment or decree to which Company or its property is subject. The execution, delivery and performance
by Company of this AAR Agreement and the consummation by it of the transactions contemplated hereby,
have been duly authorized by all necessary corporate action on the part of Company. This AAR Agreement
has been duly executed and delivered by Company, and, upon the due authorization, execution and delivery
by Assignor and Assignee, will constitute the valid and legally binding obligation of Company,
enforceable against Company in accordance with its terms except as enforceability may be limited by
bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect
relating to creditors' rights generally, and by general principles of equity regardless of whether
enforceability is considered in a proceeding in equity or at law;
No consent, approval, order or authorization of, or declaration, filing or registration with,
any governmental entity is required to be obtained or made by Company in connection with the execution,
delivery or performance by Company of this AAR Agreement, or the consummation by it of the transactions
contemplated hereby;
The Company shall establish a Custodial Account and an Escrow Account under the PWS Agreement
in favor of the Assignee with respect to the Assigned Loans separate from the Custodial Account and
Escrow Account previously established under the PWS Agreement in favor of Assignor;
No event has occurred from the Closing Date to the date hereof which would render the
representations and warranties as to the related Assigned Loans made by the Company in Sections 3.01 and
3.02 of the PWS Agreement to be untrue in any material respect; and
Neither this AAR Agreement nor any certification, statement, report or other agreement,
document or instrument furnished or to be furnished by the Company pursuant to this AAR Agreement
contains or will contain any materially untrue statement of fact or omits or will omit to state a
material fact necessary to make the statements contained therein not misleading.
The Company hereby restates the representations and warranties set forth in Section 3.01(p) of
the PWS Agreement as of the date hereof.
Notwithstanding anything to the contrary in the PWS Agreement, the Company shall (or shall
cause any Third-Party Originator to) (i) immediately notify Assignor and SAMI II in writing of (A) legal
proceedings pending against the Company, or proceedings known to be contemplated by governmental
authorities against the Company which in the judgment of the Company would be, in each case, material to
purchasers of securities backed by the Assigned Loans, (B) any affiliations or relationships of the type
described in Item 1119(b) of Regulation AB that develop following the date hereof between the Company
and any of the above listed parties or other parties identified in writing by the Assignor or SAMI II
with respect to the Securitization Transaction and (ii) provide to the Assignor and SAMI II a
description of such proceedings, affiliations or relationships.
Each notice/update regarding Regulation AB should be sent to the Assignor by e-mail to
regABnotifications@bear.com. Additionally, all such notifications, other than those pursuant to (i)(A)
above, should be sent to:
EMC Mortgage Corporation
2780 Lake Vista Drive
Lewisville, Texas75067
Attention: Conduit Seller Approval
Facsimile: (214) 626-3751
Email: sellerapproval@bear.com
with copies to:
Bear, Stearns & Co. Inc.
383 Madison Avenue, 3rd Floor
New York, NY10179
Attention: Global Credit Administration
Facsimile: (212) 272-6564
Notifications pursuant to (i)(A) above should be sent to:
EMC Mortgage Corporation
2780 Lake Vista Drive
Lewisville, TX75067-3884
Attention: General Counsel
Facsimile: (469) 759-4714
with a copy to:
Bear, Stearns & Co. Inc.
383 Madison Avenue, 3rd Floor
New York, NY10179
Attention: Global Credit Administration
Facsimile: (212) 272-6564
Assignor hereby agrees to indemnify and hold the Assignee (and its successors and assigns)
harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related
costs, judgments, and any other costs, fees and expenses that Assignee (and its successors and assigns)
may sustain in any way related to any breach of the representations or warranties of Assignor set forth
in this AAR Agreement or the breach of any covenant or condition contained herein.
Recognition of Assignee
From and after the date hereof, Company shall recognize Assignee as owner of the Assigned
Loans, and acknowledges that the Assigned Loans are intended to be part of a REMIC or multiple REMICs,
and will service the Assigned Loans in accordance with the PWS Agreement (as modified by this AAR
Agreement) but in no event in a manner that would (i) cause any such intended REMIC to fail to qualify
as a REMIC or (ii) result in the imposition of a tax upon any such intended REMIC (including but not
limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax
on contributions to a REMIC set forth in Section 860G(d) of the Code). It is the intention of Assignor,
Company and Assignee that this AAR Agreement shall be binding upon and for the benefit of the respective
successors and assigns of the parties hereto. Neither Company nor Assignor shall amend or agree to
amend, modify, waive, or otherwise alter any of the terms or provisions of the PWS Agreement which
amendment, modification, waiver or other alteration would in any way affect the Assigned Loans without
the prior written consent of Assignee.
Notwithstanding any term hereof to the contrary, it is expressly understood and agreed by the
parties hereto that (a) the execution and delivery of this AAR Agreement by the Assignee is solely in
its capacity as trustee (the "Trustee") for Bear Stearns ALT-A Trust 2007-1, Mortgage Pass-Through
Certificates, Series 2007-1 pursuant to the Pooling and Servicing Agreement (the "Pooling and ServicingAgreement"), dated as of January 1, 2007, among SAMI II, the Assignor, the Assignee, Wells Fargo Bank,
National Association, as master servicer (the "Master Servicer") and as securities administrator, and
not individually, (b) each of the representations, undertakings and agreements herein made on behalf of
Bear Stearns ALT-A Trust 2007-1 (the "Trust") is made and intended not as personal representations,
undertakings and agreements of the Trustee but is made and intended for the purpose of binding only the
Trust and (c) under no circumstances shall the Trustee be personally liable for the payment of any
indebtedness or expenses of the Assignee or the Trust or be liable for the breach or failure of any
obligation, representation, warranty or covenant made or undertaken by the Assignee, the Assignor or the
Trust under this AAR Agreement or made or undertaken by the Assignee, the Assignor or the Trust under
the Agreements or the Pooling and Servicing Agreement. Any recourse against the Assignee in respect of
any obligations it may have under or pursuant to the terms of this AAR Agreement shall be limited solely
to the assets it may hold as trustee for Bear Stearns ALT-A Trust 2007-1, Mortgage Pass-Through
Certificates, Series 2007-1.
Modification of PWS Agreement
The Company and Assignor hereby amend the PWS Agreement as follows:
The following definitions are added to Article I of the PWS Agreement:
Assignee: Citibank, N.A., as trustee for the holders of the Bear Stearns ALT-A Trust
2007-1, Mortgage Pass-Through Certificates, Series 2007-1.
Pooling and Servicing Agreement: That certain pooling and servicing agreement,
dated as of January 1, 2007, among SAMI II, the Trustee, the Master Servicer, the
Securities Administrator and EMC Mortgage Corporation.
SAMI II: Structured Asset Mortgage Investments II Inc.
Securities Administrator: Wells Fargo Bank, National Association.
Trustee: Citibank, N.A., or its successor in interest, or any successor trustee
appointed as provided in the Pooling and Servicing Agreement.
The definition of Business Day is deleted in its entirety and replaced with the following:
Business Day: Any day other than: (i) a Saturday or Sunday, or (ii) a legal holiday in
the States of New York, Georgia, Maryland or Minnesota, or (iii) a day on which banks
in the States of New York, Georgia, Maryland or Minnesota are authorized or obligated
by law or executive order to be closed.
The Standard & Poor's rating of "A2" in the definition of Eligible Account in Section 1.01 of
the PWS Agreement is hereby replaced with "AA".
The following is added to the first sentence of the fourth paragraph of Section 4.13 of the
PWS Agreement:
; provided, however, that any REO property shall be disposed of by the Company before
the close of the third taxable year following the taxable year in which the Mortgage
Loan became an REO property, unless the Company is otherwise directed by the Assignee.
(j) Section 11.04 of the PWS Agreement is deleted in its entirety and replaced with the
following:
Section 11.04 Governing Law.
This Agreement and the related Term Sheet shall be governed by and construed
in accordance with the laws of the State of New York without giving effect to
principles of conflicts of laws and except to the extent preempted by Federal law and
the obligations, rights and remedies of the parties hereunder shall be determined in
accordance with such laws.
Miscellaneous
All demands, notices and communications related to the Assigned Loans, the PWS Agreement and
this AAR Agreement shall be in writing and shall be deemed to have been duly given if personally
delivered at or mailed by registered mail, postage prepaid, as follows:
In the case of Company:
HomeBanc Mortgage Corporation
2002 Summit Boulevard, Suite 100
Atlanta, GA30319
Attention: Debra F. Watkins, EVP and Chief Capital Markets Officer
Telecopier No.: (404) 705-2301
With a copy to:
HomeBanc Mortgage Corporation
2002 Summit Boulevard, Suite 100
Atlanta, GA30319
Attention: General Counsel
In the case of Assignor:
EMC Mortgage Corporation
2780 Lake Vista Drive
Lewisville, Texas75067-3884
Attention: Conduit Seller Approval Dept.
Facsimile: (214) 626-3751
Email: sellerapproval@bear.com
In the case of Assignee:
Citibank, N.A.
388 Greenwich Street, 14th Floor
New York, New York10013
Attention: Structured Finance Agency & Trust —BSALTA 2007-1
Telecopier No.: (212) 816-5527
In the case of Securities Administrator:
Wells Fargo Bank, National Association
9062 Old Annapolis Road
Columbia, Maryland21045
Attention: BSALTA 2007-1
Telecopier No.: (410) 715-2380
The Company hereby acknowledges that Wells Fargo Bank, National Association has been appointed
as the master servicer of the Assigned Loans pursuant to the Pooling and Servicing Agreement and
therefor has the right to enforce all obligations of the Company, as they relate to the Assigned Loans,
under the PWS Agreement. Such right will include, without limitation, the right to terminate the
Company under the PWS Agreement upon the occurrence of an event of default thereunder, the right to
receive all remittances required to be made by the Company under the PWS Agreement, the right to receive
all monthly reports and other data required to be delivered by the Company under the PWS Agreement, the
right to examine the books and records of the Company, indemnification rights, and the right to exercise
certain rights of consent and approval relating to actions taken by the Company. The Company shall make
all distributions under the PWS Agreement, as they relate to the Assigned Loans, to the Master Servicer
by wire transfer of immediately available funds to:
Wells Fargo Bank, National Association
ABA# 121000248
Account Name: SAS Clearing
Account # 3970771416
FFC to: BSALTA 2007-1, Account #50982700.
and the Company shall deliver all reports required to be delivered under the PWS Agreement, as they
relate to the Assigned Loans, to the Assignee at the address set forth in Section 10(c) herein and to
the Master Servicer at:
Wells Fargo Bank, National Association
9062 Old Annapolis Road
Columbia, Maryland21045
Attention: BSALTA 2007-1
Each party will pay any commissions it has incurred and the fees of its attorneys in connection
with the negotiations for, documenting of and closing of the transactions contemplated by this AAR
Agreement.
This AAR Agreement shall be construed in accordance with the laws of the State of New York,
without regard to conflicts of law principles (other than Section 5-1401 of the New York Obligations
Law), and the obligations, rights and remedies of the parties hereunder shall be determined in
accordance with such laws.
No term or provision of this AAR Agreement may be waived or modified unless such waiver or
modification is in writing and signed by the party against whom such waiver or modification is sought to
be enforced.
This AAR Agreement shall inure to the benefit of the successors and assigns of the parties
hereto. Any entity into which Assignor, Assignee or Company may be merged or consolidated shall,
without the requirement for any further writing, be deemed Assignor, Assignee or Company, respectively,
hereunder.
This AAR Agreement shall survive the conveyance of the Assigned Loans, the assignment of the
PWS Agreement to the extent of the Assigned Loans by Assignor to Assignee and the termination of the PWS
Agreement.
This AAR Agreement may be executed simultaneously in any number of counterparts. Each
counterpart shall be deemed to be an original and all such counterparts shall constitute one and the
same instrument.
In the event that any provision of this AAR Agreement conflicts with any provision of the PWS
Agreement with respect to the Assigned Loans, the terms of this AAR Agreement shall control.
IN WITNESS WHEREOF, the parties hereto have executed this AAR Agreement as of the day and year
first above written.
EMC MORTGAGE CORPORATION,
Assignor
By:_____________________________________________
Name:
Title:
CITIBANK, N.A.
not individually but solely as trustee for the holders of Bear Stearns
ALT-A Trust 2007-1, Mortgage Pass-Through Certificates, Series 2007-1,
Assignee
By:_____________________________________________
Name:
Title:
HOMEBANC MORTGAGE CORPORATION,
Company
By:_____________________________________________
Name:
Title:
ACKNOWLEDGED:
WELLS FARGO BANK,
NATIONAL ASSOCIATION
By:_____________________________________________
Name:
Title:
EXHIBIT I-3
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
This is an Assignment, Assumption and Recognition Agreement (this "AAR Agreement") made as of
January 31, 2007, among EMC Mortgage Corporation (the "Assignor"), Citibank, N.A., not individually but
solely as trustee for the holders of the Bear Stearns ALT-A Trust 2007-1, Mortgage Pass-Through
Certificates, Series 2007-1 (the "Assignee") and HSBC Mortgage Corporation (USA) (the "Company").
Whereas, the Assignor purchased certain residential mortgage loans (the "Mortgage Loans")
listed on Attachment 1 annexed hereto (the "Mortgage Loan Schedule") from the Company pursuant to the
Restated Purchase, Warranties and Servicing Agreement, dated as of September 1, 2005, as amended by
Amendment Reg AB (the "Amendment Reg AB"), dated as of November 7, 2005 (as amended, the "ServicingAgreement"), between the Company and the Assignor and pursuant to which the Company agreed to service
the Mortgage Loans; and
In consideration of the mutual promises and agreements contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree that Servicing Agreement and the Mortgage Loans now serviced by Company for Assignor, shall be
subject to the terms of this AAR Agreement. Capitalized terms used herein but not defined shall have
the meanings ascribed to them in the Servicing Agreement.
Assignment and Assumption
1. Except as expressly provided for herein, the Assignor hereby grants, transfers and
assigns to the Assignee all of its right, title and interest as in, to and under (a) the Mortgage
Loans and (b) the Servicing Agreement; provided, however, that the Assignor is not assigning to the
Assignee any of its right, title or interest, in, to and under the Servicing Agreement with respect to
any mortgage loan other than the Mortgage Loans listed on Attachment 1. Notwithstanding anything to
the contrary contained herein, the Assignor specifically reserves and does not assign to the Assignee
any right, title and interest in, to or under the representations and warranties contained in Section
3.01 and Section 3.02 of the Servicing Agreement and the Assignor is retaining the right to enforce
the representations and warranties set forth in those sections against the Company. Except as is
otherwise expressly provided herein, the Assignor makes no representations, warranties or covenants to
the Assignee and the Assignee acknowledges that the Assignor has no obligations to the Assignee under
the terms of the Servicing Agreement or otherwise relating to the transaction contemplated herein
(including, but not limited to, any obligation to indemnify the Assignee).
Representations, Warranties and Covenants
2. Assignor warrants and represents to Assignee and Company as of the date hereof:
[reserved];
Attached hereto as Attachment 2 is a true and accurate copy of the Servicing Agreement, which
is in full force and effect as of the date hereof and the provisions of which have not been waived,
amended or modified in any respect, nor has any notice of termination been given thereunder;
Assignor is the lawful owner of the Mortgage Loans with full right to transfer the Mortgage
Loans and any and all of its interests, rights and obligations under the Servicing Agreement as they
relate to the Mortgage Loans, free and clear from any and all claims and encumbrances; and upon the
transfer of the Mortgage Loans to Assignee as contemplated herein and in the Mortgage Loan Servicing
Agreement dated as of January 31, 2007 between the Assignor and Structured Asset Mortgage Investments II
Inc. ("SAMI II"), Assignee shall have good title to each and every Mortgage Loan, as well as any and all
of Assignor's interests and rights under the Servicing Agreement as they relate to the Mortgage Loans,
free and clear of any and all liens, claims and encumbrances;
There are no offsets, counterclaims or other defenses available to Company with respect to the
Mortgage Loans;
Assignor has no knowledge of, and has not received notice of, any waivers under, or any
modification of, any Mortgage Loan;
Assignor is duly organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation, and has all requisite power and authority to acquire, own and sell
the Mortgage Loans;
Assignor has full corporate power and authority to execute, deliver and perform its obligations
under this AAR Agreement, and to consummate the transactions set forth herein. The consummation of the
transactions contemplated by this AAR Agreement is in the ordinary course of Assignor's business and
will not conflict with, or result in a breach of, any of the terms, conditions or provisions of
Assignor's charter or by-laws or any legal restriction, or any material agreement or instrument to which
Assignor is now a party or by which it is bound, or result in the violation of any law, rule,
regulation, order, judgment or decree to which Assignor or its property is subject. The execution,
delivery and performance by Assignor of this AAR Agreement and the consummation by it of the
transactions contemplated hereby, have been duly authorized by all necessary corporate action on the
part of Assignor. This AAR Agreement has been duly executed and delivered by Assignor and, upon the due
authorization, execution and delivery by Assignee and Company, will constitute the valid and legally
binding obligation of Assignor enforceable against Assignor in accordance with its terms except as
enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar
laws now or hereafter in effect relating to creditors' rights generally, and by general principles of
equity regardless of whether enforceability is considered in a proceeding in equity or at law;
No consent, approval, order or authorization of, or declaration, filing or registration with,
any governmental entity is required to be obtained or made by Assignor in connection with the execution,
delivery or performance by Assignor of this AAR Agreement, or the consummation by it of the transactions
contemplated hereby;
Neither Assignor nor anyone acting on its behalf has offered, transferred, pledged, sold or
otherwise disposed of the Mortgage Loans or any interest in the Mortgage Loans, or solicited any offer
to buy or accept a transfer, pledge or other disposition of the Mortgage Loans, or any interest in the
Mortgage Loans or otherwise approached or negotiated with respect to the Mortgage Loans, or any interest
in the Mortgage Loans with any Person in any manner, or made any general solicitation by means of
general advertising or in any other manner, or taken any other action which would constitute a
distribution of the Mortgage Loans under the Securities Act of 1933, as amended (the "1933 Act") or
which would render the disposition of the Mortgage Loans a violation of Section 5 of the 1933 Act or
require registration pursuant thereto;
The Assignor has received from Company, and has delivered to the Assignee, all documents
required to be delivered to Assignor by the Company prior to the date hereof pursuant to the Servicing
Agreement with respect to the Mortgage Loans and has not received, and has not requested from the
Company, any additional documents; and
There is no action, suit, proceeding, investigation or litigation pending or, to Assignor's
knowledge, threatened, which either in any instance or in the aggregate, if determined adversely to
Assignor, would adversely affect Assignor's execution or delivery of, or the enforceability of, this AAR
Agreement, or the Assignor's ability to perform its obligations under this AAR Agreement.
3. Assignee warrants and represents to, and covenants with, Assignor and Company as of
the date hereof:
Assignee is duly organized, validly existing and in good standing under the laws of the
jurisdiction of its organization and has all requisite power and authority to hold the Mortgage Loans as
trustee on behalf of the holders of the Bear Stearns ALT-A Trust 2007-1, Mortgage Pass-Through
Certificates, Series 2007-1;
Assignee has full corporate power and authority to execute, deliver and perform its obligations
under this AAR Agreement, and to consummate the transactions set forth herein. The consummation of the
transactions contemplated by this AAR Agreement is in the ordinary course of Assignee's business and
will not conflict with, or result in a breach of, any of the terms, conditions or provisions of
Assignee's charter or by-laws or any legal restriction, or any material agreement or instrument to which
Assignee is now a party or by which it is bound, or result in the violation of any law, rule,
regulation, order, judgment or decree to which Assignee or its property is subject. The execution,
delivery and performance by Assignee of this AAR Agreement and the consummation by it of the
transactions contemplated hereby, have been duly authorized by all necessary corporate action on part of
Assignee. This AAR Agreement has been duly executed and delivered by Assignee and, upon the due
authorization, execution and delivery by Assignor and Company, will constitute the valid and legally
binding obligation of Assignee enforceable against Assignee in accordance with its terms except as
enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar
laws now or hereafter in effect relating to creditors' rights generally, and by general principles of
equity regardless of whether enforceability is considered in a proceeding in equity or at law;
No consent, approval, order or authorization of, or declaration, filing or registration with,
any governmental entity is required to be obtained or made by Assignee in connection with the execution,
delivery or performance by Assignee of this AAR Agreement, or the consummation by it of the transactions
contemplated hereby;
There is no action, suit, proceeding, investigation or litigation pending or, to Assignee's
knowledge, threatened, which either in any instance or in the aggregate, if determined adversely to
Assignee, would adversely affect Assignee's execution or delivery of, or the enforceability of, this AAR
Agreement, or the Assignee's ability to perform its obligations under this AAR Agreement; and
Assignee assumes for the benefit of each of the Assignor and the Company all of the rights of
the Purchaser under the Servicing Agreement with respect to the Mortgage Loans.
4. Company warrants and represents to, and covenants with, Assignor and Assignee as of
the date hereof:
[reserved];
Attached hereto as Attachment 2 is a true and accurate copy of the Servicing Agreement, which
is in full force and effect as of the date hereof and the provisions of which have not been waived,
amended or modified in any respect, nor has any notice of termination been given thereunder;
Company is duly organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation, and has all requisite power and authority to service the Mortgage
Loans and otherwise to perform its obligations under the Servicing Agreement;
Company has full corporate power and authority to execute, deliver and perform its obligations
under this AAR Agreement, and to consummate the transactions set forth herein. The consummation of the
transactions contemplated by this AAR Agreement is in the ordinary course of Company's business and will
not conflict with, or result in a breach of, any of the terms, conditions or provisions of Company's
charter or by-laws or any legal restriction, or any material agreement or instrument to which Company is
now a party or by which it is bound, or result in the violation of any law, rule, regulation, order,
judgment or decree to which Company or its property is subject. The execution, delivery and performance
by Company of this AAR Agreement and the consummation by it of the transactions contemplated hereby,
have been duly authorized by all necessary corporate action on the part of Company. This AAR Agreement
has been duly executed and delivered by Company, and, upon the due authorization, execution and delivery
by Assignor and Assignee, will constitute the valid and legally binding obligation of Company,
enforceable against Company in accordance with its terms except as enforceability may be limited by
bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect
relating to creditors' rights generally, and by general principles of equity regardless of whether
enforceability is considered in a proceeding in equity or at law;
No consent, approval, order or authorization of, or declaration, filing or registration with,
any governmental entity is required to be obtained or made by Company in connection with the execution,
delivery or performance by Company of this AAR Agreement, or the consummation by it of the transactions
contemplated hereby;
The Company shall establish a Custodial Account and an Escrow Account under the Servicing
Agreement in favor of the Assignee with respect to the Mortgage Loans separate from the Custodial
Account and Escrow Account previously established under the Servicing Agreement in favor of Assignor;
No event has occurred from the Closing Date to the date hereof which would render the
representations and warranties as to the related Mortgage Loans made by the Company in Sections 3.01 and
3.02 of the Servicing Agreement to be untrue in any material respect; and
Neither this AAR Agreement nor any certification, statement, report or other agreement,
document or instrument furnished or to be furnished by the Company pursuant to this AAR Agreement
contains or will contain any materially untrue statement of fact or omits or will omit to state a fact
necessary to make the statements contained therein not misleading.
5. Assignor hereby agrees to indemnify and hold the Assignee (and its successors and
assigns) harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and
related costs, judgments, and any other costs, fees and expenses that Assignee (and its successors and
assigns) may sustain in any way related to any breach of the representations or warranties of Assignor
set forth in this AAR Agreement or the breach of any covenant or condition contained herein.
Recognition of Assignee
6. From and after the date hereof, Company shall recognize Assignee as owner of the
Mortgage Loans, and acknowledges that the Mortgage Loans are intended to be part of a REMIC or
multiple REMICs, and will service the Mortgage Loans in accordance with the Servicing Agreement (as
modified by this AAR Agreement) but in no event in a manner that would (i) cause any such intended
REMIC to fail to qualify as a REMIC or (ii) result in the imposition of a tax upon any such intended
REMIC (including but not limited to the tax on prohibited transactions as defined in Section
860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the
Code). It is the intention of Assignor, Company and Assignee that this AAR Agreement shall be binding
upon and for the benefit of the respective successors and assigns of the parties hereto. Neither
Company nor Assignor shall amend or agree to amend, modify, waive, or otherwise alter any of the terms
or provisions of the Servicing Agreement which amendment, modification, waiver or other alteration
would in any way affect the Mortgage Loans without the prior written consent of Assignee.
7. Notwithstanding any term hereof to the contrary, it is expressly understood and
agreed by the parties hereto that (i) the execution and delivery of this AAR Agreement by the Assignee
is solely in its capacity as trustee (in such capacity, the "Trustee") for Bear Stearns ALT-A Trust
2007-1, Mortgage Pass-Through Certificates, Series 2007-1 (the "Trust"), pursuant to the Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of January 1, 2007, among SAMI
II, the Assignor, the Assignee, Wells Fargo Bank, National Association, as master servicer (the
"Master Servicer") and as securities administrator, (ii) each of the representations, undertakings and
agreements herein made on behalf of the Trust is made and intended not as personal representations,
undertakings and agreements of the Assignee but is made and intended for the purpose of binding only
the Trust and (iii) under no circumstances shall the Assignee be personally liable for the payment of
any indebtedness or expenses of the Assignee or the Trust or be liable for the breach or failure of
any obligation, representation, warranty or covenant made or undertaken by the Assignee, the Assignor
or the Trust under the Servicing Agreement or the Pooling and Servicing Agreement. Any recourse
against the Assignee in respect of any obligations it may have under or pursuant to the terms of this
AAR Agreement shall be limited solely to the assets it may hold as trustee of Bear Stearns ALT-A Trust
2007-1, Mortgage Pass-Through Certificates, Series 2007-1.
Modification of the Servicing Agreement
8. The Company and Assignor hereby amend the Servicing Agreement as follows:
(a) The following definitions are added to Article I of the Servicing Agreement:
Assignee: Citibank, N.A., as trustee for the holders of the Bear Stearns ALT-A Trust 2007-1,
Mortgage Pass-Through Certificates, Series 2007-1.
Depositor: SAMI II.
Master Servicer: Wells Fargo Bank, National Association, or its successors in interest who meet
the qualifications of the Pooling and Servicing Agreement and this Agreement.
Nonrecoverable Advance: Any advance previously made by the Company pursuant to Section 5.03 or
any Servicing Advance which, in the good faith judgment of the Company, may not be ultimately
recoverable by the Company from Liquidation Proceeds or otherwise. The determination by the
Company that it has made a Nonrecoverable Advance, shall be evidenced by an Officer's
Certificate of the Company delivered to the Purchaser and the Master Servicer and detailing the
reasons for such determination.
Pooling and Servicing Agreement: That certain pooling and servicing agreement, dated as of
January 1, 2007, among Structured Asset Mortgage Investments II Inc., the Trustee, the Master
Servicer and the Purchaser.
SAMI II: Structured Asset Mortgage Investments II Inc.
Securities Administrator: Wells Fargo Bank, National Association.
Trustee: Citibank, N.A., or its successor in interest, or any successor trustee appointed as
provided in the Pooling and Servicing Agreement.
(b) The definition of Business Day is deleted in its entirety and replaced with the
following:
Business Day: Any day other than: (i) a Saturday or Sunday, or (ii) a legal holiday in the
States of New York, Maryland or Minnesota, or (iii) a day on which banks in the States of New
York, Maryland or Minnesota are authorized or obligated by law or executive order to be closed.
(c) The definition of Custodial Account is deleted in its entirety and replaced with the
following:
Custodial Account: Each separate demand account or accounts created and maintained pursuant to
Section 4.04 which shall be entitled "HSBC Mortgage Corporation (USA), as Servicer, in trust
for Citibank, N.A., as trustee for the holders of the Bear Stearns Alt-A Trust 2007-1, Mortgage
Pass-Through Certificates, Series 2007-1," and shall be established in an Eligible Account.
(d) The definition of Escrow Account is deleted in its entirety and replaced with the
following:
Escrow Account: Each separate trust account or accounts created and maintained pursuant to
Section 4.06 which shall be entitled "HSBC Mortgage Corporation (USA), as Servicer, in trust
for Citibank, N.A., as trustee for the holders of the Bear Stearns Alt-A Trust 2007-1, Mortgage
Pass-Through Certificates, Series 2007-1," and shall be established in an Eligible Account.
(e) Article III of the Servicing Agreement is hereby amended effective as of the date
hereof by adding the following new Section 3.02(kkk):
(kkk) With respect to each Mortgage Loan, information regarding the borrower credit
files related to such Mortgage Loan has been furnished to credit reporting agencies in
compliance with the provisions of the Fair Credit Reporting Act and the applicable implementing
regulations.
(f) Article IV of the Servicing Agreement is hereby amended effective as of the date
hereof by adding the following after the first sentence in 4.01:
In addition, the Company shall furnish information regarding the borrower credit files
related to such Mortgage Loan to credit reporting agencies in compliance with the provisions of
the Fair Credit Reporting Act and the applicable implementing regulations.
(g) The following is added as Subsection 4.05(ix) of the Servicing Agreement:
"(ix) to reimburse itself for any Nonrecoverable Advances;"
(h) The following is added to the second sentence of the third paragraph of Section 4.13
of the Servicing Agreement:
"; provided, however, that any REO property shall be disposed of by the Company before the
close of the third taxable year following the taxable year in which the Mortgage Loan became an
REO property, unless the Company is otherwise directed by the Assignee."
(i) Section 5.02 of the Servicing Agreement is hereby amended by replacing the first two
paragraphs with the following:
"Not later than the tenth (10th) calendar day of each month, the Servicer shall
furnish to the Master Servicer in a format as outlined below (or in such other formats mutually
agreed between the Servicer and the Master Servicer) (i) (a) monthly loan data in the format
set forth in Exhibit E-1 hereto, (b) default loan data in the format set forth in Exhibit E-2
hereto and (c) information regarding realized losses and gains in the format set forth in
Exhibit E-3 hereto (or in such other formats mutually agreed between the Servicer and the
Master Servicer), in each case relating to the period ending on the last day of the preceding
calendar month, (ii) all such information required pursuant to clause (i)(a) above on a
magnetic tape, electronic mail, or other similar media reasonably acceptable to the Master
Servicer and (iii) all supporting documentation with respect to the information required
pursuant to clause (i)(c) above."
(j) Section 11.04 of the Servicing Agreement is deleted in its entirety and replaced with
the following:
Section 11.04 Governing Law.
This Agreement shall be governed by and construed in accordance with
the laws of the State of New York without giving effect to principles
of conflicts of laws and except to the extent preempted by Federal
law and the obligations, rights and remedies of the parties hereunder
shall be determined in accordance with such laws.
(k) The following shall be added as Section 11.19 of the Servicing Agreement:
Section 11.19 Third Party Beneficiary.
For purposes of this Agreement, any Master Servicer shall be
considered a third party beneficiary to this Agreement entitled to
all the rights and benefits accruing to any Master Servicer herein as
if it were a direct party to this Agreement.
(l) Section 2(f)(vii)(B) of the Amendment Reg AB is hereby amended by deleting from the
first paragraph the words ", which continues unremedied for ten calendar days after the date on which
such information, report, certification or accountants' letter was required to be delivered".
(m) Exhibits E-1, E-2 and E-3 (attached hereto as Attachment 3 to this Agreement) are
hereby attached to the Servicing Agreement.
Miscellaneous
9. All demands, notices and communications related to the Mortgage Loans, the Servicing
Agreement and this AAR Agreement shall be in writing and shall be deemed to have been duly given if
personally delivered at or mailed by registered mail, postage prepaid, as follows:
a. In the case of Company,
HSBC MORTGAGE CORPORATION (USA)
Lori A. Miller / Vice President
2929 Walden Avenue
Depew, New York14043
b. In the case of Assignor,
EMC Mortgage Corporation
2780 Lake Vista Drive
Lewisville, Texas75067-3884
Attention: Conduit Seller Approval Dept.
Facsimile: (214) 626-3751
Email: sellerapproval@bear.com
All notices and updates required to be provided to the Assignor regarding Regulation
AB pursuant to the Servicing Agreement should be sent to the Assignor by email to
regABnotifications@bear.com, and additionally:
a. for Item 1117 (Legal Proceedings) to:
EMC Mortgage Corporation
2780 Lake Vista Drive
Lewisville, TX75067-3884
Attention: Associate General Counsel for Loan Administration
Facsimile: (469) 759-4714
with copies to:
Bear, Stearns & Co. Inc.
383 Madison Avenue, 3rd Floor
New York, NY10179
Attention: Global Credit Administration
Facsimile: (212) 272-6564
b. For Item 1119 (Affiliations and Certain Relationships and Related
Transactions) to:
EMC Mortgage Corporation
2780 Lake Vista Drive
Lewisville, TX75067-3884
Attention: Conduit Seller Approval Dept.
Facsimile: (214) 626-3751
Email: sellerapproval@bear.com
with a copies to:
Bear, Stearns & Co. Inc.
383 Madison Avenue, 3rd Floor
New York, NY10179
Attention: Global Credit Administration
Facsimile: (212) 272-6564
c. In the case of the Securities Administrator,
Wells Fargo Bank,
National Association
9062 Old Annapolis Road
Columbia, Maryland21045
Attention: BSALTA 2007-1
Telecopier No.: (410) 715-2380
d. In the case of Assignee,
Citibank, N.A.
388 Greenwich Street, 14th Floor
New York, New York10013
Attention: Structured Finance Agency & Trust —BSALTA 2007-1
Telecopier No.: (212) 816-5527
10. Each party will pay any commissions it has incurred and the fees of its attorneys in
connection with the negotiations for, documenting of and closing of the transactions contemplated by
this AAR Agreement.
11. This AAR Agreement shall be construed in accordance with the laws of the State of
New York, without regard to conflicts of law principles (other than Section 5-1401 of the New York
Obligations Law), and the obligations, rights and remedies of the parties hereunder shall be
determined in accordance with such laws.
12. No term or provision of this AAR Agreement may be waived or modified unless such
waiver or modification is in writing and signed by the party against whom such waiver or modification
is sought to be enforced.
13. This AAR Agreement shall inure to the benefit of the successors and assigns of the
parties hereto. Any entity into which Assignor, Assignee or Company may be merged or consolidated
shall, without the requirement for any further writing, be deemed Assignor, Assignee or Company,
respectively, hereunder.
14. This AAR Agreement shall survive the conveyance of the Mortgage Loans, the
assignment of the Servicing Agreement to the extent of the Mortgage Loans by Assignor to Assignee and
the termination of the Servicing Agreement.
15. This AAR Agreement may be executed simultaneously in any number of counterparts.
Each counterpart shall be deemed to be an original and all such counterparts shall constitute one and
the same instrument.
16. In the event that any provision of this AAR Agreement conflicts with any provision
of the Servicing Agreement with respect to the Mortgage Loans, the terms of this AAR Agreement shall
control.
17. The Company hereby acknowledges that Wells Fargo Bank, National Association (the
"Master Servicer") has been appointed as the master servicer of the Mortgage Loans pursuant to the
Pooling and Servicing Agreement and therefor has the right to enforce all obligations of the Company,
as they relate to the Mortgage Loans, under the Servicing Agreement and this AAR Agreement. Such
rights will include, without limitation, the right to terminate the Servicer under the Servicing
Agreement upon the occurrence of an event of default thereunder, the right to receive all remittances
required to be made by the Company under the Servicing Agreement, the right to receive all monthly
reports and other data required to be delivered by the Company under the Servicing Agreement, the
right to examine the books and records of the Company, indemnification rights, and the right to
exercise certain rights of consent and approval relating to actions taken by the Company. The Company
shall make all distributions under the Servicing Agreement, as they relate to the Mortgage Loans, to
the Master Servicer by wire transfer of immediately available funds to:
Wells Fargo Bank, National Association
ABA# 121000248
Account Name: SAS Clearing
Account # 3970771416
For Further Credit to: BSALTA 2007-1, Account #50982700.
and the Company shall deliver all reports required to be delivered under the Servicing Agreement, as
they relate to the Mortgage Loans, to the Assignee at the address set forth in Section 9d herein and to
the Master Servicer at:
Wells Fargo Bank, National Association
9062 Old Annapolis Road
Columbia, Maryland21045
Attention: BSALTA 2007-1
Telecopier No.: (410) 715-2380
IN WITNESS WHEREOF, the parties hereto have executed this AAR Agreement as of the day and year first
above written.
EMC MORTGAGE CORPORATION Assignor
By:_______________________________________________
Name:_____________________________________________
Title:____________________________________________
CITIBANK, N.A., not in it's individual
capacity but solely as trustee for the
holders of Bear Stearns ALT-A Trust, Mortgage
Pass-Through Certificates, Series 2007-1,
as Assignee
By: _________________________________________
Name: _________________________________________
Title: _________________________________________
HSBC MORTGAGE CORPORATION (USA)
Company
By:_______________________________________________
Name:_____________________________________________
Title:____________________________________________
Acknowledged and Agreed:
WELLS FARGO BANK, NATIONAL ASSOCIATION
By: _________________________________________
Name: _________________________________________
Title: _________________________________________
ATTACHMENT 3
EXHIBIT 1
REPORTING DATA FOR MONTHLY REPORT
Standard File Layout - Master Servicing
-----------------------------------------------------------------------------------------------------------------------------------
Column Name Description Decimal Format Comment Max
Size
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SER_INVESTOR_NBR A value assigned by the Servicer to define a Text up to 10 digits 20
group of loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
LOAN_NBR A unique identifier assigned to each loan by Text up to 10 digits 10
the investor.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERVICER_LOAN_NBR A unique number assigned to a loan by the Text up to 10 digits 10
Servicer. This may be different than the
LOAN_NBR.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
BORROWER_NAME The borrower name as received in the file. Maximum length of 30 (Last, 30
It is not separated by first and last name. First)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_PAY_AMT Scheduled monthly principal and scheduled 2 No commas(,) or dollar signs 11
interest payment that a borrower is expected ($)
to pay, P&I constant.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NOTE_INT_RATE The loan interest rate as reported by the 4 Max length of 6 6
Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NET_INT_RATE The loan gross interest rate less the service 4 Max length of 6 6
fee rate as reported by the Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_FEE_RATE The servicer's fee rate for a loan as 4 Max length of 6 6
reported by the Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_FEE_AMT The servicer's fee amount for a loan as 2 No commas(,) or dollar signs 11
reported by the Servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NEW_PAY_AMT The new loan payment amount as reported by 2 No commas(,) or dollar signs 11
the Servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NEW_LOAN_RATE The new loan rate as reported by the Servicer. 4 Max length of 6 6
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ARM_INDEX_RATE The index the Servicer is using to calculate 4 Max length of 6 6
a forecasted rate.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ACTL_BEG_PRIN_BAL The borrower's actual principal balance at 2 No commas(,) or dollar signs 11
the beginning of the processing cycle. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ACTL_END_PRIN_BAL The borrower's actual principal balance at 2 No commas(,) or dollar signs 11
the end of the processing cycle. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
BORR_NEXT_PAY_DUE_DATE The date at the end of processing cycle that MM/DD/YYYY 10
the borrower's next payment is due to the
Servicer, as reported by Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_AMT_1 The first curtailment amount to be applied. 2 No commas(,) or dollar signs 11
($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_DATE_1 The curtailment date associated with the MM/DD/YYYY 10
first curtailment amount.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
CURT_ADJ_ AMT_1 The curtailment interest on the first 2 No commas(,) or dollar signs 11
curtailment amount, if applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_AMT_2 The second curtailment amount to be applied. 2 No commas(,) or dollar signs 11
($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_DATE_2 The curtailment date associated with the MM/DD/YYYY 10
second curtailment amount.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
CURT_ADJ_ AMT_2 The curtailment interest on the second 2 No commas(,) or dollar signs 11
curtailment amount, if applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_AMT_3 The third curtailment amount to be applied. 2 No commas(,) or dollar signs 11
($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_DATE_3 The curtailment date associated with the MM/DD/YYYY 10
third curtailment amount.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
CURT_ADJ_AMT_3 The curtailment interest on the third 2 No commas(,) or dollar signs 11
curtailment amount, if applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
PIF_AMT The loan "paid in full" amount as reported by 2 No commas(,) or dollar signs 11
the Servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
PIF_DATE The paid in full date as reported by the MM/DD/YYYY 10
Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ACTION_CODE The standard FNMA numeric code used to Action Code Key: 2
indicate the default/delinquent status of a 15=Bankruptcy,
particular loan. 30=Foreclosure, 60=PIF,
63=Substitution,
65=Repurchase, 70=REO
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
INT_ADJ_AMT The amount of the interest adjustment as 2 No commas(,) or dollar signs 11
reported by the Servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SOLDIER_SAILOR_ADJ_AMT The Soldier and Sailor Adjustment amount, if 2 No commas(,) or dollar signs 11
applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NON_ADV_LOAN_AMT The Non Recoverable Loan Amount, if 2 No commas(,) or dollar signs 11
applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
LOAN_LOSS_AMT The amount the Servicer is passing as a loss, 2 No commas(,) or dollar signs 11
if applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_BEG_PRIN_BAL The scheduled outstanding principal amount 2 No commas(,) or dollar signs 11
due at the beginning of the cycle date to be ($)
passed through to investors.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_END_PRIN_BAL The scheduled principal balance due to 2 No commas(,) or dollar signs 11
investors at the end of a processing cycle. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_PRIN_AMT The scheduled principal amount as reported by 2 No commas(,) or dollar signs 11
the Servicer for the current cycle -- only ($)
applicable for Scheduled/Scheduled Loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_NET_INT The scheduled gross interest amount less the 2 No commas(,) or dollar signs 11
service fee amount for the current cycle as
reported by the Servicer -- only applicable
for Scheduled/Scheduled Loans. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ACTL_PRIN_AMT The actual principal amount collected by the 2 No commas(,) or dollar signs 11
Servicer for the current reporting cycle -- ($)
only applicable for Actual/Actual Loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
The actual gross interest amount less the
service fee amount for the current reporting No commas(,) or dollar signs
ACTL_NET_INT cycle as reported by the Servicer -- only 2 ($) 11
applicable for Actual/Actual Loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
PREPAY_PENALTY_ AMT The penalty amount received when a borrower 2 No commas(,) or dollar signs 11
prepays on his loan as reported by the ($)
Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
PREPAY_PENALTY_ WAIVED The prepayment penalty amount for the loan 2 No commas(,) or dollar signs 11
waived by the servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
MOD_DATE The Effective Payment Date of the MM/DD/YYYY 10
Modification for the loan.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
MOD_TYPE The Modification Type. Varchar - value can be alpha 30
or numeric
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
DELINQ_P&I_ADVANCE_AMT The current outstanding principal and 2 No commas(,) or dollar signs 11
interest advances made by Servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
EXHIBIT 2
REPORTING DATA FOR DEFAULTED LOANS
Standard File Layout - Delinquency Reporting
-------------------------------------- ---------------------------------------------------- -------------- ---------------
Column/Header Name Description Decimal Format Comment
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
SERVICER_LOAN_NBR A unique number assigned to a loan by the
Servicer. This may be different than the LOAN_NBR
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOAN_NBR A unique identifier assigned to each loan by the
originator.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
CLIENT_NBR Servicer Client Number
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
SERV_INVESTOR_NBR Contains a unique number as assigned by an
external servicer to identify a group of loans in
their system.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BORROWER_FIRST_NAME First Name of the Borrower.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BORROWER_LAST_NAME Last name of the borrower.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_ADDRESS Street Name and Number of Property
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_STATE The state where the property located.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_ZIP Zip code where the property is located.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BORR_NEXT_PAY_DUE_DATE The date that the borrower's next payment is due MM/DD/YYYY
to the servicer at the end of processing cycle, as
reported by Servicer.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOAN_TYPE Loan Type (i.e. FHA, VA, Conv)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BANKRUPTCY_FILED_DATE The date a particular bankruptcy claim was filed. MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BANKRUPTCY_CHAPTER_CODE The chapter under which the bankruptcy was filed.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BANKRUPTCY_CASE_NBR The case number assigned by the court to the
bankruptcy filing.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POST_PETITION_DUE_DATE The payment due date once the bankruptcy has been MM/DD/YYYY
approved by the courts
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BANKRUPTCY_DCHRG_DISM_DATE The Date The Loan Is Removed From Bankruptcy. MM/DD/YYYY
Either by Dismissal, Discharged and/or a Motion
For Relief Was Granted.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOSS_MIT_APPR_DATE The Date The Loss Mitigation Was Approved By The MM/DD/YYYY
Servicer
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOSS_MIT_TYPE The Type Of Loss Mitigation Approved For A Loan
Such As;
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOSS_MIT_EST_COMP_DATE The Date The Loss Mitigation /Plan Is Scheduled To MM/DD/YYYY
End/Close
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOSS_MIT_ACT_COMP_DATE The Date The Loss Mitigation Is Actually Completed MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FRCLSR_APPROVED_DATE The date DA Admin sends a letter to the servicer MM/DD/YYYY
with instructions to begin foreclosure proceedings.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
ATTORNEY_REFERRAL_DATE Date File Was Referred To Attorney to Pursue MM/DD/YYYY
Foreclosure
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FIRST_LEGAL_DATE Notice of 1st legal filed by an Attorney in a MM/DD/YYYY
Foreclosure Action
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FRCLSR_SALE_EXPECTED_DATE The date by which a foreclosure sale is expected MM/DD/YYYY
to occur.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FRCLSR_SALE_DATE The actual date of the foreclosure sale. MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FRCLSR_SALE_AMT The amount a property sold for at the foreclosure 2 No commas(,)
sale. or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
EVICTION_START_DATE The date the servicer initiates eviction of the MM/DD/YYYY
borrower.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
EVICTION_COMPLETED_DATE The date the court revokes legal possession of the MM/DD/YYYY
property from the borrower.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LIST_PRICE The price at which an REO property is marketed. 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LIST_DATE The date an REO property is listed at a particular MM/DD/YYYY
price.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
OFFER_AMT The dollar value of an offer for an REO property. 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
OFFER_DATE_TIME The date an offer is received by DA Admin or by MM/DD/YYYY
the Servicer.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
REO_CLOSING_DATE The date the REO sale of the property is scheduled MM/DD/YYYY
to close.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
REO_ACTUAL_CLOSING_DATE Actual Date Of REO Sale MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
OCCUPANT_CODE Classification of how the property is occupied.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_CONDITION_CODE A code that indicates the condition of the
property.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_INSPECTION_DATE The date a property inspection is performed. MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
APPRAISAL_DATE The date the appraisal was done. MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
CURR_PROP_VAL The current "as is" value of the property based 2
on brokers price opinion or appraisal.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
REPAIRED_PROP_VAL The amount the property would be worth if repairs 2
are completed pursuant to a broker's price opinion
or appraisal.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
If applicable:
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
DELINQ_STATUS_CODE FNMA Code Describing Status of Loan
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
DELINQ_REASON_CODE The circumstances which caused a borrower to stop
paying on a loan. Code indicates the reason why
the loan is in default for this cycle.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
MI_CLAIM_FILED_DATE Date Mortgage Insurance Claim Was Filed With MM/DD/YYYY
Mortgage Insurance Company.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
MI_CLAIM_AMT Amount of Mortgage Insurance Claim Filed No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
MI_CLAIM_PAID_DATE Date Mortgage Insurance Company Disbursed Claim MM/DD/YYYY
Payment
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
MI_CLAIM_AMT_PAID Amount Mortgage Insurance Company Paid On Claim 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POOL_CLAIM_FILED_DATE Date Claim Was Filed With Pool Insurance Company MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POOL_CLAIM_AMT Amount of Claim Filed With Pool Insurance Company 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POOL_CLAIM_PAID_DATE Date Claim Was Settled and The Check Was Issued By MM/DD/YYYY
The Pool Insurer
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POOL_CLAIM_AMT_PAID Amount Paid On Claim By Pool Insurance Company 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_A_CLAIM_FILED_DATE Date FHA Part A Claim Was Filed With HUD MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_A_CLAIM_AMT Amount of FHA Part A Claim Filed 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_A_CLAIM_PAID_DATE Date HUD Disbursed Part A Claim Payment MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_A_CLAIM_PAID_AMT Amount HUD Paid on Part A Claim 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_B_CLAIM_FILED_DATE Date FHA Part B Claim Was Filed With HUD MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_B_CLAIM_AMT Amount of FHA Part B Claim Filed 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_B_CLAIM_PAID_DATE Date HUD Disbursed Part B Claim Payment MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_B_CLAIM_PAID_AMT Amount HUD Paid on Part B Claim 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
VA_CLAIM_FILED_DATE Date VA Claim Was Filed With the Veterans Admin MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
VA_CLAIM_PAID_DATE Date Veterans Admin. Disbursed VA Claim Payment MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
VA_CLAIM_PAID_AMT Amount Veterans Admin. Paid on VA Claim 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
Standard File Codes - Delinquency Reporting
The Loss Mit Type field should show the approved Loss Mitigation Code as follows:
o ASUM- Approved Assumption
o BAP- Borrower Assistance Program
o CO- Charge Off
o DIL- Deed-in-Lieu
o FFA- Formal Forbearance Agreement
o MOD- Loan Modification
o PRE- Pre-Sale
o SS- Short Sale
o MISC- Anything else approved by the PMI or Pool Insurer
NOTE: Wells Fargo Bank will accept alternative Loss Mitigation Types to those above, provided that they
are consistent with industry standards. If Loss Mitigation Types other than those above are used, the
Servicer must supply Wells Fargo Bank with a description of each of the Loss Mitigation Types prior to
sending the file.
The Occupant Code field should show the current status of the property code as follows:
o Mortgagor
o Tenant
o Unknown
o Vacant
The Property Condition field should show the last reported condition of the property as follows:
o Damaged
o Excellent
o Fair
o Gone
o Good
o Poor
o Special Hazard
o Unknown
Standard File Codes - Delinquency Reporting, Continued
The FNMA Delinquent Reason Code field should show the Reason for Delinquency as follows:
------------------------ ---------------------------------------------------------
Delinquency Code Delinquency Description
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
001 FNMA-Death of principal mortgagor
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
002 FNMA-Illness of principal mortgagor
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
003 FNMA-Illness of mortgagor's family member
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
004 FNMA-Death of mortgagor's family member
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
005 FNMA-Marital difficulties
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
006 FNMA-Curtailment of income
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
007 FNMA-Excessive Obligation
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
008 FNMA-Abandonment of property
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
009 FNMA-Distant employee transfer
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
011 FNMA-Property problem
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
012 FNMA-Inability to sell property
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
013 FNMA-Inability to rent property
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
014 FNMA-Military Service
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
015 FNMA-Other
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
016 FNMA-Unemployment
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
017 FNMA-Business failure
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
019 FNMA-Casualty loss
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
022 FNMA-Energy environment costs
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
023 FNMA-Servicing problems
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
026 FNMA-Payment adjustment
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
027 FNMA-Payment dispute
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
029 FNMA-Transfer of ownership pending
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
030 FNMA-Fraud
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
031 FNMA-Unable to contact borrower
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
INC FNMA-Incarceration
------------------------ ---------------------------------------------------------
Standard File Codes - Delinquency Reporting, Continued
The FNMA Delinquent Status Code field should show the Status of Default as follows:
------------------------ -------------------------------------------------------
Status Code Status Description
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
09 Forbearance
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
17 Pre-foreclosure Sale Closing Plan Accepted
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
24 Government Seizure
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
26 Refinance
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
27 Assumption
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
28 Modification
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
29 Charge-Off
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
30 Third Party Sale
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
31 Probate
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
32 Military Indulgence
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
43 Foreclosure Started
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
44 Deed-in-Lieu Started
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
49 Assignment Completed
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
61 Second Lien Considerations
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
62 Veteran's Affairs-No Bid
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
63 Veteran's Affairs-Refund
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
64 Veteran's Affairs-Buydown
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
65 Chapter 7 Bankruptcy
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
66 Chapter 11 Bankruptcy
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
67 Chapter 13 Bankruptcy
------------------------ -------------------------------------------------------
EXHIBIT 3
REPORTING DATA FOR REALIZED LOSSES AND GAINS
Calculation of Realized Loss/Gain Form 332- Instruction Sheet
NOTE: Do not net or combine items. Show all expenses individually and all credits as separate
line items. Claim packages are due on the remittance report date. Late submissions may result
in claims not being passed until the following month. The Servicer is responsible to remit all
funds pending loss approval and /or resolution of any disputed items.
o The numbers on the 332 form correspond with the numbers listed below.
Liquidation and Acquisition Expenses:
1. The Actual Unpaid Principal Balance of the Mortgage Loan. For documentation, an
Amortization Schedule from date of default through liquidation breaking out the net
interest and servicing fees advanced is required.
2. The Total Interest Due less the aggregate amount of servicing fee that would have been
earned if all delinquent payments had been made as agreed. For documentation, an
Amortization Schedule from date of default through liquidation breaking out the net
interest and servicing fees advanced is required.
3. Accrued Servicing Fees based upon the Scheduled Principal Balance of the Mortgage Loan
as calculated on a monthly basis. For documentation, an Amortization Schedule from date
of default through liquidation breaking out the net interest and servicing fees
advanced is required.
4-12. Complete as applicable. Required documentation:
* For taxes and insurance advances - see page 2 of 332 form - breakdown
required showing period of coverage, base tax, interest, penalty. Advances prior to
default require evidence of servicer efforts to recover advances.
* For escrow advances - complete payment history
(to calculate advances from last positive escrow balance forward)
* Other expenses - copies of corporate advance history showing all payments
* REO repairs > $1500 require explanation
* REO repairs >$3000 require evidence of at least 2 bids.
* Short Sale or Charge Off require P&L supporting the decision and WFB's
approved Officer Certificate
* Unusual or extraordinary items may require further documentation.
13. The total of lines 1 through 12.
3. Credits:
14-21. Complete as applicable. Required documentation:
* Copy of the HUD 1 from the REO sale. If a 3rd Party Sale, bid instructions
and Escrow Agent / Attorney
Letter of Proceeds Breakdown.
* Copy of EOB for any MI or gov't guarantee
* All other credits need to be clearly defined on the 332 form
22. The total of lines 14 through 21.
Please Note: For HUD/VA loans, use line (18a) for Part A/Initial proceeds and line (18b)
for Part B/Supplemental proceeds.
Total Realized Loss (or Amount of Any Gain)
23. The total derived from subtracting line 22 from 13. If the amount represents a
realized gain, show the amount in parenthesis ( ).
Calculation of Realized Loss/Gain Form 332
Prepared by: __________________ Date: _______________
Phone: ______________________ Email Address:_____________________
---------------------------------- -------------------------------------- --------------------------------------------
Servicer Loan No. Servicer Name Servicer Address
---------------------------------- -------------------------------------- --------------------------------------------
WELLS FARGO BANK, N.A. Loan No._____________________________
Borrower's Name: _________________________________________________________
Property Address: _________________________________________________________
Liquidation Type: REO Sale 3rd Party Sale Short Sale Charge
Off
Was this loan granted a Bankruptcy deficiency or cramdown Yes No
If "Yes", provide deficiency or cramdown amount _______________________________
Liquidation and Acquisition Expenses:
(1) Actual Unpaid Principal Balance of Mortgage Loan$ ________________(1)
(2) Interest accrued at Net Rate ________________(2)
(3) Accrued Servicing Fees ________________(3)
(4) Attorney's Fees ________________(4)
(5) Taxes (see page 2) ________________(5)
(6) Property Maintenance ________________(6)
(7) MI/Hazard Insurance Premiums (see page 2) ________________(7)
(8) Utility Expenses ________________(8)
(9) Appraisal/BPO ________________(9)
(10) Property Inspections ________________(10)
(11) FC Costs/Other Legal Expenses ________________(11)
(12) Other (itemize) ________________(12)
Cash for Keys__________________________ ________________(12)
HOA/Condo Fees_______________________ ________________(12)
______________________________________ ________________(12)
Total Expenses $ _______________(13)
Credits:
(14) Escrow Balance $ _______________(14)
(15) HIP Refund ________________(15)
(16) Rental Receipts ________________(16)
(17) Hazard Loss Proceeds ________________(17)
(18) Primary Mortgage Insurance / Gov't Insurance ________________(18a)
HUD Part A
________________(18b)
HUD Part B
(19) Pool Insurance Proceeds ________________(19)
(20) Proceeds from Sale of Acquired Property ________________(20)
(21) Other (itemize) ________________(21)
_________________________________________ ________________(21)
Total Credits $________________(22)
Total Realized Loss (or Amount of Gain) $________________(23)
Escrow Disbursement Detail
------------------ --------------- ---------------- --------------- ---------------- ---------------- ----------------
Type Date Paid Period of Total Paid Base Amount Penalties Interest
(Tax /Ins.) Coverage
------------------ --------------- ---------------- --------------- ---------------- ---------------- ----------------
------------------ --------------- ---------------- --------------- ---------------- ---------------- ----------------
------------------ --------------- ---------------- --------------- ---------------- ---------------- ----------------
------------------ --------------- ---------------- --------------- ---------------- ---------------- ----------------
------------------ --------------- ---------------- --------------- ---------------- ---------------- ----------------
------------------ --------------- ---------------- --------------- ---------------- ---------------- ----------------
------------------ --------------- ---------------- --------------- ---------------- ---------------- ----------------
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------------------ --------------- ---------------- --------------- ---------------- ---------------- ----------------
------------------ --------------- ---------------- --------------- ---------------- ---------------- ----------------
------------------ --------------- ---------------- --------------- ---------------- ---------------- ----------------
EXHIBIT I-4
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
This is an Assignment, Assumption and Recognition Agreement (this "AAR Agreement") made as of
January 31, 2007, among EMC Mortgage Corporation (the "Assignor"), Citibank, N.A., not individually but
solely as trustee for the holders of the Bear Stearns ALT-A Trust 2007-1, Mortgage Pass-Through
Certificates, Series 2007-1 (the "Assignee") and Mid America Bank, fsb (the "Company").
In consideration of the mutual promises contained herein, the parties hereto agree that the
residential mortgage loans (the "Assigned Loans") listed on Attachment 1 annexed hereto (the "AssignedLoan Schedule") purchased by the Assignor from the Company and now serviced by Company for Assignor and
its successors and assigns pursuant to (a) the Purchase, Warranties and Servicing Agreement, dated as of
February 1, 2006, as amended by Amendment No. 1 to the Purchase, Warranties and Servicing Agreement,
dated as of February 1, 2006, between Assignor and Company (as amended, the "PWS Agreement") and (b) the
Term Sheet dated November 22, 2006, the Term Sheet dated December 20, 2006, the Term Sheet dated January5, 2007 and the Term Sheet dated January 8, 2007, respectively, each between Assignor and Company
(collectively, the "Term Sheets" and the Term Sheets together with the PWS Agreement, the "Agreements")
shall be subject to the terms of this AAR Agreement. Capitalized terms used herein but not defined
shall have the meanings ascribed to them in the PWS Agreement.
Assignment and Assumption
Except as expressly provided for herein, the Assignor hereby grants, transfers and assigns to
the Assignee all of its right, title and interest as in, to and under (a) the Assigned Loans and (b) the
Agreements with respect to the Assigned Loans; provided, however, that the Assignor is not assigning to
the Assignee any of its right, title or interest, in, to and under the PWS Agreement with respect to any
mortgage loan other than the Assigned Loans listed on the Assigned Loan Schedule. Notwithstanding
anything to the contrary contained herein, the Assignor specifically reserves and does not assign to the
Assignee any right, title and interest in, to or under the representations and warranties contained in
Section 3.01 and Section 3.02 of the PWS Agreement and the Assignor is retaining the right to enforce
the representations and warranties set forth in those sections against the Company. Except as is
otherwise expressly provided herein, the Assignor makes no representations, warranties or covenants to
the Assignee and the Assignee acknowledges that the Assignor has no obligations to the Assignee under
the terms of the PWS Agreement or otherwise relating to the transaction contemplated herein (including,
but not limited to, any obligation to indemnify the Assignee).
Representations, Warranties and Covenants
Assignor warrants and represents to Assignee and Company as of the date hereof:
Attached hereto as Attachment 2 are true and accurate copies of the Agreements which
agreements are in full force and effect as of the date hereof and the provisions of which have not been
waived, amended or modified in any respect, nor has any notice of termination been given thereunder;
Assignor is the lawful owner of the Assigned Loans with full right to transfer the Assigned
Loans and any and all of its interests, rights and obligations under the PWS Agreement as they relate to
the Assigned Loans, free and clear from any and all claims and encumbrances; and upon the transfer of
the Assigned Loans to Assignee as contemplated herein and in the Mortgage Loan Purchase Agreement dated
as of January 31, 2007 between the Assignor and Structured Asset Mortgage Investments II Inc. ("SAMIII"), Assignee shall have good title to each and every Assigned Loan, as well as any and all of
Assignee's interests and rights under the PWS Agreement as they relate to the Assigned Loans, free and
clear of any and all liens, claims and encumbrances;
There are no offsets, counterclaims or other defenses available to Company with respect to the
Assigned Loans or the PWS Agreement;
Assignor has no knowledge of, and has not received notice of, any waivers under, or any
modification of, any Assigned Loan;
Assignor is duly organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation, and has all requisite power and authority to acquire, own and sell
the Assigned Loans;
Assignor has full corporate power and authority to execute, deliver and perform its
obligations under this AAR Agreement, and to consummate the transactions set forth herein. The
consummation of the transactions contemplated by this AAR Agreement is in the ordinary course of
Assignor's business and will not conflict with, or result in a breach of, any of the terms, conditions or
provisions of Assignor's charter or by-laws or any legal restriction, or any material agreement or
instrument to which Assignor is now a party or by which it is bound, or result in the violation of any
law, rule, regulation, order, judgment or decree to which Assignor or its property is subject. The
execution, delivery and performance by Assignor of this AAR Agreement and the consummation by it of the
transactions contemplated hereby, have been duly authorized by all necessary corporate action on the
part of Assignor. This AAR Agreement has been duly executed and delivered by Assignor and, upon the due
authorization, execution and delivery by Assignee and Company, will constitute the valid and legally
binding obligation of Assignor enforceable against Assignor in accordance with its terms except as
enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar
laws now or hereafter in effect relating to creditors' rights generally, and by general principles of
equity regardless of whether enforceability is considered in a proceeding in equity or at law;
No consent, approval, order or authorization of, or declaration, filing or registration with,
any governmental entity is required to be obtained or made by Assignor in connection with the execution,
delivery or performance by Assignor of this AAR Agreement, or the consummation by it of the transactions
contemplated hereby;
Neither Assignor nor anyone acting on its behalf has offered, transferred, pledged, sold or
otherwise disposed of the Assigned Loans or any interest in the Assigned Loans, or solicited any offer
to buy or accept a transfer, pledge or other disposition of the Assigned Loans, or any interest in the
Assigned Loans or otherwise approached or negotiated with respect to the Assigned Loans, or any interest
in the Assigned Loans with any Person in any manner, or made any general solicitation by means of
general advertising or in any other manner, or taken any other action which would constitute a
distribution of the Assigned Loans under the Securities Act of 1933, as amended (the "1933 Act") or
which would render the disposition of the Assigned Loans a violation of Section 5 of the 1933 Act or
require registration pursuant thereto;
The Assignor has received from Company, and has delivered to the Assignee, all documents
required to be delivered to Assignor by the Company prior to the date hereof pursuant to the PWS
Agreement with respect to the Assigned Loans and has not received, and has not requested from the
Company, any additional documents; and
There is no action, suit, proceeding, investigation or litigation pending or, to Assignor's
knowledge, threatened, which either in any instance or in the aggregate, if determined adversely to
Assignor, would adversely affect Assignor's execution or delivery of, or the enforceability of, this AAR
Agreement, or the Assignor's ability to perform its obligations under this AAR Agreement.
Assignee warrants and represents to, and covenants with, Assignor and Company as of the date
hereof:
Assignee is duly organized, validly existing and in good standing under the laws of the
jurisdiction of its organization and has all requisite power and authority to hold the Assigned Loans as
trustee on behalf of the holders of the Bear Stearns ALT-A Trust 2007-1, Mortgage Pass-Through
Certificates, Series 2007-1;
Assignee has full corporate power and authority to execute, deliver and perform its
obligations under this AAR Agreement, and to consummate the transactions set forth herein. The
consummation of the transactions contemplated by this AAR Agreement is in the ordinary course of
Assignee's business and will not conflict with, or result in a breach of, any of the terms, conditions or
provisions of Assignee's charter or by-laws or any legal restriction, or any material agreement or
instrument to which Assignee is now a party or by which it is bound, or result in the violation of any
law, rule, regulation, order, judgment or decree to which Assignee or its property is subject. The
execution, delivery and performance by Assignee of this AAR Agreement and the consummation by it of the
transactions contemplated hereby, have been duly authorized by all necessary corporate action on part of
Assignee. This AAR Agreement has been duly executed and delivered by Assignee and, upon the due
authorization, execution and delivery by Assignor and Company, will constitute the valid and legally
binding obligation of Assignee enforceable against Assignee in accordance with its terms except as
enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar
laws now or hereafter in effect relating to creditors' rights generally, and by general principles of
equity regardless of whether enforceability is considered in a proceeding in equity or at law;
No consent, approval, order or authorization of, or declaration, filing or registration with,
any governmental entity is required to be obtained or made by Assignee in connection with the execution,
delivery or performance by Assignee of this AAR Agreement, or the consummation by it of the transactions
contemplated hereby;
There is no action, suit, proceeding, investigation or litigation pending or, to Assignee's
knowledge, threatened, which either in any instance or in the aggregate, if determined adversely to
Assignee, would adversely affect Assignee's execution or delivery of, or the enforceability of, this AAR
Agreement, or the Assignee's ability to perform its obligations under this AAR Agreement; and
Assignee assumes for the benefit of each of the Assignor and the Company all of the rights of
the Purchaser under the PWS Agreement with respect to the Assigned Loans.
Company warrants and represents to, and covenant with, Assignor and Assignee as of the date
hereof:
Attached hereto as Attachment 2 are true and accurate copies of the Agreements, which
agreements are in full force and effect as of the date hereof and the provisions of which have not been
waived, amended or modified in any respect, nor has any notice of termination been given thereunder;
Company is duly organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation, and has all requisite power and authority to service the Assigned
Loans and otherwise to perform its obligations under the PWS Agreement;
Company has full corporate power and authority to execute, deliver and perform its obligations
under this AAR Agreement, and to consummate the transactions set forth herein. The consummation of the
transactions contemplated by this AAR Agreement is in the ordinary course of Company's business and will
not conflict with, or result in a breach of, any of the terms, conditions or provisions of Company's
charter or by-laws or any legal restriction, or any material agreement or instrument to which Company is
now a party or by which it is bound, or result in the violation of any law, rule, regulation, order,
judgment or decree to which Company or its property is subject. The execution, delivery and performance
by Company of this AAR Agreement and the consummation by it of the transactions contemplated hereby,
have been duly authorized by all necessary corporate action on the part of Company. This AAR Agreement
has been duly executed and delivered by Company, and, upon the due authorization, execution and delivery
by Assignor and Assignee, will constitute the valid and legally binding obligation of Company,
enforceable against Company in accordance with its terms except as enforceability may be limited by
bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect
relating to creditors' rights generally, and by general principles of equity regardless of whether
enforceability is considered in a proceeding in equity or at law;
No consent, approval, order or authorization of, or declaration, filing or registration with,
any governmental entity is required to be obtained or made by Company in connection with the execution,
delivery or performance by Company of this AAR Agreement, or the consummation by it of the transactions
contemplated hereby;
The Company shall establish a Custodial Account and an Escrow Account under the PWS Agreement
in favor of the Assignee with respect to the Assigned Loans separate from the Custodial Account and
Escrow Account previously established under the PWS Agreement in favor of Assignor;
No event has occurred from the Closing Date to the date hereof which would render the
representations and warranties as to the related Assigned Loans made by the Company in Sections 3.01 and
3.02 of the PWS Agreement to be untrue in any material respect; and
Neither this AAR Agreement nor any certification, statement, report or other agreement,
document or instrument furnished or to be furnished by the Company pursuant to this AAR Agreement
contains or will contain any materially untrue statement of fact or omits or will omit to state a
material fact necessary to make the statements contained therein not misleading.
The Company hereby restates the representations and warranties set forth in Section 3.01(p)
of the PWS Agreement as of the date hereof.
Notwithstanding anything to the contrary in the PWS Agreement, the Company shall (or shall
cause any Third-Party Originator to) (i) immediately notify Assignor and SAMI II in writing of (A) legal
proceedings pending against the Company, or proceedings known to be contemplated by governmental
authorities against the Company which in the judgment of the Company would be, in each case, material to
purchasers of securities backed by the Assigned Loans and (B) any affiliations or relationships of the
type described in Item 1119(b) of Regulation AB that develop following the date hereof between the
Company and any of the above listed parties or other parties identified in writing by the Assignor or
SAMI II with respect to the Securitization Transaction and (ii) provide to the Assignor and SAMI II a
description of such proceedings, affiliations or relationships.
Each notice/update regarding Regulation AB should be sent to the Assignor by e-mail to
regABnotifications@bear.com. Additionally, all such notifications, other than those pursuant to (i)(A)
above, should be sent to:
EMC Mortgage Corporation
2780 Lake Vista Drive
Lewisville, Texas75067
Attention: Conduit Seller Approval Dept.
Facsimile: (214) 626-3751
Email: sellerapproval@bear.com
with copies to:
Bear, Stearns & Co. Inc.
383 Madison Avenue, 3rd Floor
New York, NY10179
Attention: Global Credit Administration
Facsimile: (212) 272-6564
Notifications pursuant to (i)(A) above should be sent to:
EMC Mortgage Corporation
2780 Lake Vista Drive
Lewisville, TX75067-3884
Attention: General Counsel
Facsimile: (469) 759-4714
with copies to:
Bear, Stearns & Co. Inc.
383 Madison Avenue, 3rd Floor
New York, NY10179
Attention: Global Credit Administration
Facsimile: (212) 272-6564
Assignor hereby agrees to indemnify and hold the Assignee (and its successors and assigns)
harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related
costs, judgments, and any other costs, fees and expenses that Assignee (and its successors and
assigns) may sustain in any way related to any breach of the representations or warranties of Assignor
set forth in this AAR Agreement or the breach of any covenant or condition contained herein.
Recognition of Assignee
From and after the date hereof, Company shall recognize Assignee as owner of the Assigned
Loans, and acknowledges that the Assigned Loans are intended to be part of a REMIC or multiple REMICs,
and will service the Assigned Loans in accordance with the PWS Agreement (as modified by this AAR
Agreement). It is the intention of Assignor, Company and Assignee that this AAR Agreement shall be
binding upon and for the benefit of the respective successors and assigns of the parties hereto.
Neither Company nor Assignor shall amend or agree to amend, modify, waive, or otherwise alter any of
the terms or provisions of the PWS Agreement which amendment, modification, waiver or other alteration
would in any way affect the Assigned Loans without the prior written consent of Assignee.
Notwithstanding any term hereof to the contrary, it is expressly understood and agreed by the
parties hereto that (a) the execution and delivery of this AAR Agreement by the Assignee is solely in
its capacity as trustee (the "Trustee") for Bear Stearns ALT-A Trust 2007-1, Mortgage Pass-Through
Certificates, Series 2007-1 pursuant to the Pooling and Servicing Agreement (the "Pooling andServicing Agreement"), dated as of January 1, 2007, among SAMI II, the Assignor, the Assignee, Wells
Fargo Bank, National Association, as master servicer (the "Master Servicer") and as securities
administrator, and not individually, (b) each of the representations, undertakings and agreements
herein made on behalf of Bear Stearns ALT-A Trust 2007-1 (the "Trust") is made and intended not as
personal representations, undertakings and agreements of the Trustee but is made and intended for the
purpose of binding only the Trust and (c) under no circumstances shall the Trustee be personally
liable for the payment of any indebtedness or expenses of the Assignee or the Trust or be liable for
the breach or failure of any obligation, representation, warranty or covenant made or undertaken by
the Assignee, the Assignor or the Trust under this AAR Agreement or made or undertaken by the
Assignee, the Assignor or the Trust under the Agreements or the Pooling and Servicing Agreement. Any
recourse against the Assignee in respect of any obligations it may have under or pursuant to the terms
of this AAR Agreement shall be limited solely to the assets it may hold as trustee for Bear Stearns
ALT-A Trust 2007-1, Mortgage Pass-Through Certificates, Series 2007-1.
SAMI II and the Assignor each agree to indemnify and hold harmless the Company, each director
of the Company, each officer of the Company and each person, if any, who controls the Company within
the meaning of Section 15 of the 1933 Act (collectively, the "Company Indemnified Party") against any
and all losses, claims, expenses, damages or liabilities to which the Company Indemnified Party may
become subject, under the 1933 Act or otherwise, including without limitation, with respect to
disputes between parties, insofar as such losses, claims, expenses, damages or liabilities (or actions
in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of
any material fact contained in the Prospectus Supplement, or the omission or the alleged omission to
state in the Prospectus Supplement a material fact necessary in order to make the statements therein
not misleading, in each case to the extent, but only to the extent, that such untrue statement or
alleged untrue statement or omission or alleged omission is other than the Company Information.
Modification of PWS Agreement
The Company and Assignor hereby amend the PWS Agreement as follows
The definition of Business Day is deleted in its entirety and replaced with the following:
Business Day: Any day other than: (i) a Saturday or Sunday, or (ii) a legal
holiday in the States of California, Illinois, New York, Maryland or
Minnesota, or (iii) a day on which banks in the States of Illinois, New York,
Maryland or Minnesota are authorized or obligated by law or executive order to
be closed.
The definition of Master Servicer is deleted in its entirety and replaced with the following:
Master Servicer: Wells Fargo Bank, National Association.
The last paragraph in Section 5.02 is deleted in its entirety and replaced with the following:
In addition, not more than sixty (60) days after the end of each calendar
year, the Company shall furnish to each Person who was a Purchaser at any time during
such calendar year an annual statement in accordance with the requirements of
applicable federal income tax law as to the aggregate of remittances for the
applicable portion of such year.
Section 6.04(d) is deleted in its entirety and replaced with the following:
Failure of the Company to timely comply with this Section 6.04 shall
be deemed an Event of Default, automatically, without notice and without any
cure period, notwithstanding any provision of the Agreement to the contrary,
unless otherwise agreed to by the Purchaser and the Person signing the Form
10-K as set forth in 6.04(c), and Purchaser may, in addition to whatever
rights the Purchaser may have under Sections 3.03 and 8.01 and at law or
equity or to damages, including injunctive relief and specific performance,
terminate all the rights and obligations of the Company under this Agreement
and in and to the Mortgage Loans and the proceeds thereof without compensating
the Company for the same, as provided in Section 9.01. Such termination shall
be considered with cause pursuant to Section 10.01 of this Agreement. This
paragraph shall supersede any other provision in this Agreement or any other
agreement to the contrary.
The last paragraph in Section 6.07 is deleted in its entirety and replaced with the
following:
Failure of the Company to timely comply with this Section 6.07 (including with
respect to the cure timeframes required in this section) shall be deemed an Event of
Default, automatically, without notice and without any cure period, notwithstanding
any provision of the Agreement to the contrary, unless otherwise agreed to by the
Purchaser and the Person signing the Form 10-K as described herein, and Purchaser may,
in addition to whatever rights the Purchaser may have under Sections 3.03 and 8.01 and
at law or equity or to damages, including injunctive relief and specific performance,
terminate all the rights and obligations of the Company under this Agreement and in
and to the Mortgage Loans and the proceeds thereof without compensating the Company
for the same, as provided in Section 9.01. Such termination shall be considered with
cause pursuant to Section 10.01 of this Agreement. This paragraph shall supercede any
other provision in this Agreement or any other agreement to the contrary.
Miscellaneous
All demands, notices and communications related to the Assigned Loans, the PWS Agreement and
this AAR Agreement shall be in writing and shall be deemed to have been duly given if personally
delivered at or mailed by registered mail, postage prepaid, as follows:
In the case of Company:
Mid America Bank, fsb
2650 Warrenville Road, Suite 500
Downers Grove, Illinois60515
Attention: Theresa Mann
Fax: (630) 799-7964
with copies to:
Mid America Bank, fsb
2650 Warrenville Road, Suite 500
Downers Grove, Illinois60515
Attention: Ann Ryan
Fax: (630) 799-7964
In the case of Assignor:
EMC Mortgage Corporation
2780 Lake Vista Drive
Lewisville, Texas75067
Attention: Conduit Seller Approval Dept.
Facsimile: (214) 626-3751
Email: sellerapproval@bear.com
In the case of Assignee:
Citibank, N.A.
388 Greenwich Street, 14th Floor
New York, New York10013
Attention: Structured Finance Agency &
Trust—BSALTA 2007-1
Telecopier No.: (212) 816-5527
(d) In the case of Master Servicer:
Wells Fargo Bank, National Association
9062 Old Annapolis Road
Columbia, Maryland21045
Attention: BSALTA 2007-1
Telecopier No.: (410) 715-2380
The Company hereby acknowledges that Wells Fargo Bank, National Association has been
appointed as the master servicer of the Assigned Loans pursuant to the Pooling and Servicing Agreement
and therefor has the right to enforce certain obligations of the Company, as they relate to the
Assigned Loans, under the PWS Agreement. The Company shall make all distributions under the PWS
Agreement, as they relate to the Assigned Loans, to the Master Servicer by wire transfer of
immediately available funds to:
Wells Fargo Bank, National Association
ABA# 121000248
Account Name: SAS Clearing
Account # 3970771416
FFC to: BSALTA 2007-1, Account #50982700.
and the Company shall deliver all reports required to be delivered under the PWS Agreement, as they
relate to the Assigned Loans, to the Assignee at the address set forth in Section 8(c) herein and to the
Master Servicer at:
Wells Fargo Bank, National Association
9062 Old Annapolis Road
Columbia, Maryland21045
Attention: BSALTA 2007-1
A copy of all assessments, attestations, reports and certifications required to be
delivered by the Servicer under this Agreement and the Servicing Agreement shall be delivered to the
Master Servicer by the date(s) specified herein or therein, and where such documents are required to
be addressed to any party, such addressees shall include the Master Servicer and the Master Servicer
shall be entitled to rely on such documents
Each party will pay any commissions it has incurred and the fees of its attorneys in
connection with the negotiations for, documenting of and closing of the transactions contemplated by
this AAR Agreement.
This AAR Agreement shall be construed in accordance with the laws of the State of New York,
without regard to conflicts of law principles (other than Section 5-1401 of the New York Obligations
Law), and the obligations, rights and remedies of the parties hereunder shall be determined in
accordance with such laws.
No term or provision of this AAR Agreement may be waived or modified unless such waiver or
modification is in writing and signed by the party against whom such waiver or modification is sought
to be enforced.
This AAR Agreement shall inure to the benefit of the successors and assigns of the parties
hereto. Any entity into which Assignor, Assignee or Company may be merged or consolidated shall,
without the requirement for any further writing, be deemed Assignor, Assignee or Company,
respectively, hereunder.
This AAR Agreement shall survive the conveyance of the Assigned Loans, the assignment of the
PWS Agreement to the extent of the Assigned Loans by Assignor to Assignee and the termination of the
PWS Agreement.
This AAR Agreement may be executed simultaneously in any number of counterparts. Each
counterpart shall be deemed to be an original and all such counterparts shall constitute one and the
same instrument.
In the event that any provision of this AAR Agreement conflicts with any provision of the PWS
Agreement with respect to the Assigned Loans, the terms of this AAR Agreement shall control.
IN WITNESS WHEREOF, the parties hereto have executed this AAR Agreement as of the day and year
first above written.
EMC MORTGAGE CORPORATION
Assignor
By:___________________________________
Name:
Title:
CITIBANK, N.A., not in it's individual
capacity but solely as trustee for the holders
of Bear Stearns ALT-A Trust, Mortgage
Pass-Through Certificates, Series 2007-1, as
Assignee
By:___________________________________
Name:
Title:
MID AMERICA BANK, FSB,
Company
By:___________________________________
Name:
Title:
ACKNOWLEDGED AND AGREED:
WELLS FARGO BANK,
NATIONAL ASSOCIATION
By:___________________________
Name:
Title:
EXHIBIT J
FORM OF MORTGAGE LOAN PURCHASE AGREEMENT
among
EMC MORTGAGE CORPORATION
as a Mortgage Loan Seller
MASTER FUNDING LLC
as a Mortgage Loan Seller
and
STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
as Purchaser
Dated as of
January 31, 2007
Structured Asset Mortgage Investments II Inc.
Bear Stearns ALT-A Trust 2007-1, Mortgage Pass-Through Certificates
TABLE OF CONTENTS
Page
Section 1 Definitions...................................................................................2
Section 2 Purchase and Sale of the Mortgage Loans and Related Rights....................................4
Section 3 Mortgage Loan Schedules.......................................................................5
Section 4 Mortgage Loan Transfer........................................................................5
Section 5 Examination of Mortgage Files.................................................................6
Section 6 Recordation of Assignments of Mortgage........................................................8
Section 7 Representations and Warranties of Mortgage Loan Seller Concerning the
Mortgage Loans...................................................................10
Section 8 Representations and Warranties Concerning EMC................................................14
Section 9 Representations and Warranties Concerning the Purchaser......................................15
Section 10 Representations and Warranties Concerning Master Funding.....................................17
Section 11 Conditions to Closing........................................................................18
Section 12 Fees and Expenses............................................................................20
Section 13 Accountants' Letters.........................................................................20
Section 14 Indemnification..............................................................................21
Section 15 Notices......................................................................................22
Section 16 Transfer of Mortgage Loans...................................................................23
Section 17 Termination..................................................................................23
Section 18 Representations, Warranties and Agreements to Survive Delivery...............................23
Section 19 Severability.................................................................................23
Section 20 Counterparts.................................................................................23
Section 21 Amendment....................................................................................24
Section 22 Governing Law................................................................................24
Section 23 Further Assurances...........................................................................24
Section 24 Successors and Assigns.......................................................................24
Section 25 The Mortgage Loan Seller and the Purchaser...................................................24
Section 26 Entire Agreement.............................................................................24
Section 27 No Partnership...............................................................................24
EXHIBIT 1 CONTENTS OF MORTGAGE FILE...................................................................1
EXHIBIT 2 MORTGAGE LOAN SCHEDULE......................................................................2
EXHIBIT 3 MORTGAGE LOAN SELLER'S INFORMATION..........................................................4
EXHIBIT 4 PURCHASER'S INFORMATION.....................................................................5
EXHIBIT 5 SCHEDULE OF LOST NOTES......................................................................6
EXHIBIT 6 Standard & Poor's LEVELS Glossary, Version 5.7 Revised......................................1
SCHEDULE A REQUIRED RATINGS FOR EACH CLASS OF CERTIFICATES.............................................1
SCHEDULE B Mortgage Loan Schedule......................................................................2
MORTGAGE LOAN PURCHASE AGREEMENT
MORTGAGE LOAN PURCHASE AGREEMENT, dated as of January 31, 2007, as amended and
supplemented by any and all amendments hereto (collectively, the "Agreement"), by and among EMC MORTGAGE
CORPORATION, a Delaware corporation ("EMC" or a "Mortgage Loan Seller"), MASTER FUNDING LLC, a Delaware
limited liability company ("Master Funding" or a "Mortgage Loan Seller," and together with EMC, the
"Mortgage Loan Sellers") and STRUCTURED ASSET MORTGAGE INVESTMENT II INC., a Delaware corporation (the
"Purchaser").
Upon the terms and subject to the conditions of this Agreement, each Mortgage Loan
Seller agrees to sell, and the Purchaser agrees to purchase, certain conventional, adjustable rate,
first lien mortgage loans secured primarily by one- to four-family residential properties (collectively,
the "Mortgage Loans") as described herein. The Purchaser intends to deposit the Mortgage Loans into a
trust fund (the "Trust Fund") and create Bear Stearns ALT-A Trust, Mortgage Pass-Through Certificates,
Series 2007-1 (the "Certificates"), under a pooling and servicing agreement, to be dated as of January1, 2007 (the "Pooling and Servicing Agreement"), among the Purchaser, as seller, Wells Fargo Bank,
National Association, as master servicer and securities administrator, Citibank, N.A., as trustee (the
"Trustee") and EMC Mortgage Corporation.
The Purchaser has filed with the Securities and Exchange Commission (the "Commission")
a registration statement on Form S-3 (Number 333-132232) relating to its Mortgage Pass-Through
Certificates and the offering of certain series thereof (including certain classes of the Certificates)
from time to time in accordance with Rule 415 under the Securities Act of 1933, as amended, and the
rules and regulations of the Commission promulgated thereunder (the "Securities Act"). Such
registration statement, when it became effective under the Securities Act, and the prospectus relating
to the public offering of certain classes of the Certificates by the Purchaser (the "Public Offering"),
as from time to time each is amended or supplemented pursuant to the Securities Act or otherwise, are
referred to herein as the "Registration Statement" and the "Prospectus," respectively. The "Prospectus
Supplement" shall mean that supplement, dated January 29, 2007, to the Prospectus, dated December 27,2006, relating to certain classes of the Certificates. With respect to the Public Offering of certain
classes of the Certificates, the Purchaser and Bear, Stearns & Co. Inc. ("Bear Stearns") have entered
into a terms agreement dated as of January 29, 2007, to an underwriting agreement dated May 12, 2006,
between the Purchaser and Bear Stearns (collectively, the "Underwriting Agreement").
Now, therefore, in consideration of the premises and the mutual agreements set forth
herein, the parties hereto agree as follows:
SECTION 1. Definitions. Certain terms are defined herein. Capitalized terms
used herein but not defined herein shall have the meanings specified in the Pooling and Servicing
Agreement. The following other terms are defined as follows:
Acquisition Price: With respect to EMC and the sale of the EMC Mortgage Loans, cash in
an amount equal to $ * (plus $ * in accrued interest)
and the retained certificates. With respect to Master Funding and the sale of the Master Funding
Mortgage Loans, cash in an amount equal to $ * (plus $ *
in accrued interest).
________________________
* Please contact Bear Stearns for pricing information.
Bear Stearns: Bear, Stearns & Co. Inc.
Closing Date: January 31, 2007.
Cut-off Date: January 1, 2007.
Cut-off Date Balance: Approximately $868,038,317.
Deleted Mortgage Loan: A Mortgage Loan replaced or to be replaced by a Substitute
Mortgage Loan.
Due Date: With respect to each Mortgage Loan, the date in each month on which its
Scheduled Payment is due, if such due date is the first day of a month, and otherwise is deemed to be
the first day of the following month or such other date specified in the related Servicing Agreement.
Fitch: Fitch Inc., or its successors in interest.
Master Funding Mortgage Loans: The Mortgage Loans identified as such on the Mortgage
Loan Schedule for which Master Funding is the applicable Mortgage Loan Seller.
Master Servicer: Wells Fargo Bank, National Association.
Moody's: Moody's Investors Service, Inc., or its successors in interest.
Mortgage: The mortgage or deed of trust creating a first lien on an interest in real
property securing a Mortgage Note.
Mortgage File: The items referred to in Exhibit 1 pertaining to a particular Mortgage
Loan and any additional documents required to be added to such documents pursuant to this Agreement or
the Pooling and Servicing Agreement.
Mortgage Interest Rate: The annual rate of interest borne by a Mortgage Note as stated
therein.
Mortgagor: The obligor(s) on a Mortgage Note.
Opinion of Counsel: A written opinion of counsel, who may be counsel for the Mortgage
Loan Sellers or the Purchaser, reasonably acceptable to the Trustee.
Person: Any legal person, including any individual, corporation, partnership, joint
venture, association, joint stock company, trust, unincorporated organization or government or any
agency or political subdivision thereof.
Purchase Price: With respect to any Mortgage Loan (or any property acquired with
respect thereto) required to be purchased by EMC (on its own behalf as a Mortgage Loan Seller and on
behalf of Master Funding) pursuant to this Agreement or Article II of the Pooling and Servicing
Agreement, an amount equal to the sum of (i)(a) 100% of the Outstanding Principal Balance of such
Mortgage Loan as of the date of repurchase (or if the related Mortgaged Property was acquired with
respect thereto, 100% of the Outstanding Principal Balance at the date of the acquisition), plus (b)
accrued but unpaid interest on the Outstanding Principal Balance at the related Mortgage Interest Rate,
through and including the last day of the month of repurchase, and reduced by (c) any portion of the
Master Servicing Compensation, Monthly Advances and advances payable to the purchaser of the Mortgage
Loan and (ii) any costs and damages (if any) incurred by the Trust in connection with any violation of
such Mortgage Loan of any anti-predatory or abusive lending laws.
Rating Agencies: Standard & Poor's, Moody's and Fitch, each a "Rating Agency."Securities Act: The Securities Act of 1933, as amended.
Security Instrument: A written instrument creating a valid first lien on a Mortgaged
Property securing a Mortgage Note, which may be any applicable form of mortgage, deed of trust, deed to
secure debt or security deed, including any riders or addenda thereto.
Standard & Poor's: Standard & Poor's Ratings Services, a division of The McGraw-Hill
Companies, Inc. or its successors in interest.
Substitute Mortgage Loan: A mortgage loan substituted for a Deleted Mortgage Loan
which must meet on the date of such substitution the requirements stated herein and in the Pooling and
Servicing Agreement; upon such substitution, such mortgage loan shall be a "Mortgage Loan" hereunder.
Value: The value of the Mortgaged Property at the time of origination of the related
Mortgage Loan, such value being the lesser of (i) the value of such property set forth in an appraisal
accepted by the applicable originator of the Mortgage Loan or (ii) the sales price of such property at
the time of origination.
SECTION 2. Purchase and Sale of the Mortgage Loans and Related Rights.
(i)......Upon satisfaction of the conditions set forth in Section 11 hereof, each
Mortgage Loan Seller agrees to sell, and the Purchaser agrees to purchase Mortgage Loans having an
aggregate outstanding principal balance as of the Cut-off Date equal to the Cut-off Date Balance.
(ii) The closing for the purchase and sale of the Mortgage Loans and the closing
for the issuance of the Certificates will take place on the Closing Date at the office of the
Purchaser's counsel in New York, New York or such other place as the parties shall agree.
(iii) Upon the satisfaction of the conditions set forth in Section 11 hereof, on the
Closing Date, the Purchaser shall pay to each respective Mortgage Loan Seller the related Acquisition
Price for the Mortgage Loans sold by such Mortgage Loan Seller in immediately available funds by wire
transfer to such account or accounts as shall be designated by such Mortgage Loan Seller.
(iv) In addition to the foregoing, on the Closing Date each Mortgage Loan Seller
assigns to the Purchaser all of its right, title and interest in the related Servicing Agreements (other
than its right to enforce the representations and warranties set forth therein).
SECTION 3. Mortgage Loan Schedules. EMC (on its own behalf as a Mortgage Loan
Seller and on behalf of Master Funding) agrees to provide to the Purchaser as of the date hereof a
preliminary listing of the Mortgage Loans (the "Preliminary Mortgage Loan Schedule") setting forth the
information listed on Exhibit 2 to this Agreement with respect to each of the Mortgage Loans being sold
by the respective Mortgage Loan Sellers. If there are changes to the Preliminary Mortgage Loan
Schedule, EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) shall
provide to the Purchaser as of the Closing Date a final schedule (the "Final Mortgage Loan Schedule")
setting forth the information listed on Exhibit 2 to this Agreement with respect to each of the Mortgage
Loans being sold by each Mortgage Loan Seller to the Purchaser. The Final Mortgage Loan Schedule shall
be delivered to the Purchaser on the Closing Date, shall be attached to an amendment to this Agreement
to be executed on the Closing Date by the parties hereto and shall be in form and substance mutually
agreed to by EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) and the
Purchaser (the "Amendment"). If there are no changes to the Preliminary Mortgage Loan Schedule, the
Preliminary Mortgage Loan Schedule shall be the Final Mortgage Loan Schedule for all purposes hereof.
SECTION 4. Mortgage Loan Transfer.
(i) The Purchaser will be entitled to all scheduled payments of principal and
interest on the Mortgage Loans due after the Cut-off Date (regardless of when actually collected) and
all payments thereon, other than scheduled principal and interest, received after the Cut-off Date.
Each Mortgage Loan Seller will be entitled to all scheduled payments of principal and interest on the
Mortgage Loans sold by it to the Purchaser due on or before the Cut-off Date (including payments
collected after the Cut-off Date) and all payments thereon, other than scheduled principal and interest,
received on or before the Cut-off Date. Such principal amounts and any interest thereon belonging to
the related Mortgage Loan Seller as described above will not be included in the aggregate outstanding
principal balance of the Mortgage Loans as of the Cut-off Date as set forth on the Final Mortgage Loan
Schedule.
(ii) Pursuant to various conveyance documents to be executed on the Closing Date
and pursuant to the Pooling and Servicing Agreement, the Purchaser will assign on the Closing Date all
of its right, title and interest in and to the Mortgage Loans to the Trustee for the benefit of the
Certificateholders. In connection with the transfer and assignment of the Mortgage Loans, each Mortgage
Loan Seller has delivered or will deliver or cause to be delivered to the Trustee by the Closing Date or
such later date as is agreed to by the Purchaser and the Mortgage Loan Seller (each of the Closing Date
and such later date is referred to as a "Mortgage File Delivery Date"), the items of each Mortgage File,
provided, however, that in lieu of the foregoing, each Mortgage Loan Seller may deliver the following
documents, under the circumstances set forth below: (x) in lieu of the original Security Instrument,
assignments to the Trustee or intervening assignments thereof which have been delivered, are being
delivered or will, upon receipt of recording information relating to the Security Instrument required to
be included thereon, be delivered to recording offices for recording and have not been returned to the
Mortgage Loan Seller in time to permit their delivery as specified above, the related Mortgage Loan
Seller may deliver a true copy thereof with a certification by such Mortgage Loan Seller, on the face of
such copy, substantially as follows: "Certified to be a true and correct copy of the original, which has
been transmitted for recording" (y) in lieu of the Security Instrument, assignments to the Trustee or
intervening assignments thereof, if the applicable jurisdiction retains the originals of such documents
(as evidenced by a certification from such Mortgage Loan Seller to such effect) such Mortgage Loan
Seller may deliver photocopies of such documents containing an original certification by the judicial or
other governmental authority of the jurisdiction where such documents were recorded; and (z) in lieu of
the Mortgage Notes relating to the Mortgage Loans, each identified in the list delivered by the
Purchaser to the Trustee on the Closing Date and attached hereto as Exhibit 5, the related Mortgage Loan
Seller may deliver lost note affidavits and indemnities of such Mortgage Loan Seller; and provided
further, however, that in the case of Mortgage Loans which have been prepaid in full after the Cut-off
Date and prior to the Closing Date, such Mortgage Loan Seller, in lieu of delivering the above
documents, may deliver to the Trustee a certification by such Mortgage Loan Seller or the Master
Servicer to such effect. Each Mortgage Loan Seller shall deliver such original documents (including any
original documents as to which certified copies had previously been delivered) or such certified copies
to the Trustee promptly after they are received. EMC (on its own behalf as a Mortgage Loan Seller and
on behalf of Master Funding) shall cause the Mortgage and intervening assignments, if any, and the
assignment of the Security Instrument to be recorded not later than 180 days after the Closing Date,
unless such assignment is not required to be recorded under the terms set forth in Section 6(i) hereof.
(iii) Each Mortgage Loan Seller and the Purchaser acknowledge hereunder that all of
the Mortgage Loans and the related servicing will ultimately be assigned to Citibank, N.A., as Trustee
for the benefit of the Certificateholders, on the date hereof.
SECTION 5. Examination of Mortgage Files.
(i) On or before the Mortgage File Delivery Date, each Mortgage Loan Seller will
have made the related Mortgage Files available to the Purchaser or its agent for examination which may
be at the offices of the Trustee or such Mortgage Loan Seller and/or such Mortgage Loan Seller's
custodian. The fact that the Purchaser or its agent has conducted or has failed to conduct any partial
or complete examination of the related Mortgage Files shall not affect the Purchaser's rights to demand
cure, repurchase, substitution or other relief as provided in this Agreement. In furtherance of the
foregoing, each Mortgage Loan Seller shall make the related Mortgage Files available to the Purchaser or
its agent from time to time so as to permit the Purchaser to confirm such Mortgage Loan Seller's
compliance with the delivery and recordation requirements of this Agreement and the Pooling and
Servicing Agreement. In addition, upon request of the Purchaser, each Mortgage Loan Seller agrees to
provide to the Purchaser, Bear Stearns and to any investors or prospective investors in the Certificates
information regarding the Mortgage Loans and their servicing, to make the related Mortgage Files
available to the Purchaser, Bear Stearns and to such investors or prospective investors (which may be at
the offices of such Mortgage Loan Seller and/or such Mortgage Loan Seller's custodian) and to make
available personnel knowledgeable about the related Mortgage Loans for discussions with the Purchaser,
Bear Stearns and such investors or prospective investors, upon reasonable request during regular
business hours, sufficient to permit the Purchaser, Bear Stearns and such investors or potential
investors to conduct such due diligence as any such party reasonably believes is appropriate.
(ii) Pursuant to the Pooling and Servicing Agreement, on the Closing Date the
Trustee, for the benefit of the Certificateholders, will review or cause the Custodian to review items
of the Mortgage Files as set forth on Exhibit 1 and will deliver or cause the Custodian to deliver to
EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) an initial
certification in the form attached as Exhibit One to the Custodial Agreement.
(iii) Pursuant to the Pooling and Servicing Agreement, within 90 days of the Closing
Date, the Trustee will review or shall cause the Custodian to review items of the Mortgage Files as set
forth on Exhibit 1 and will deliver to EMC (on its own behalf as a Mortgage Loan Seller and on behalf of
Master Funding) and the Master Servicer an interim certification substantially in the form of Exhibit
Two to the Custodial Agreement.
(iv) Pursuant to the Pooling and Servicing Agreement, within 180 days of the
Closing Date (or, with respect to any Substitute Mortgage Loan, within five Business Days after the
receipt by the Trustee or Custodian thereof) the Trustee will review or cause the Custodian to review
items of the Mortgage Files as set forth on Exhibit 1 and will deliver to EMC and the Master Servicer a
final certification substantially in the form of Exhibit Three to the Custodial Agreement. If the
Trustee (or the Custodian as its agent) is unable to deliver a final certification with respect to the
items listed in Exhibit 1 due to any document that is missing, has not been executed, is unrelated,
determined on the basis of the Mortgagor name, original principal balance and loan number, to the
Mortgage Loans identified in the Final Mortgage Loan Schedule or appears to be defective on its face (a
"Material Defect"), the Trustee or the Custodian, as its agent, shall promptly notify EMC of such
Material Defect. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding)
shall correct or cure any such Material Defect within 90 days from the date of notice from the Trustee
or the Custodian, as its agent, of the Material Defect and if EMC (on its own behalf as a Mortgage Loan
Seller and on behalf of Master Funding) does not correct or cure such Material Defect within such period
and such defect materially and adversely affects the interests of the Certificateholders in the related
Mortgage Loan, EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) will,
in accordance with the terms of the Pooling and Servicing Agreement, within 90 days of the date of
notice, provide the Trustee with a Substitute Mortgage Loan (if within two years of the Closing Date) or
purchase the related Mortgage Loan at the applicable Purchase Price; 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
Code, any such cure, repurchase or substitution must occur within 90 days from the date such breach was
discovered; provided, however, that if such defect relates solely to the inability of EMC (on its own
behalf as a Mortgage Loan Seller and on behalf of Master Funding) to deliver the original security
instrument or intervening assignments thereof, or a certified copy because the originals of such
documents, or a certified copy, have not been returned by the applicable jurisdiction, EMC shall not be
required to purchase such Mortgage Loan if EMC (on its own behalf as a Mortgage Loan Seller and on
behalf of Master Funding) delivers such original documents or certified copy promptly upon receipt, but
in no event later than 360 days after the Closing Date. The foregoing repurchase obligation shall not
apply in the event that EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master
Funding)cannot deliver such original or copy of any document submitted for recording to the appropriate
recording office in the applicable jurisdiction because such document has not been returned by such
office; provided that EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding)
shall instead deliver a recording receipt of such recording office or, if such receipt is not available,
a certificate of EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) or a
Servicing Officer confirming that such documents have been accepted for recording, and delivery to the
Trustee or the Custodian, as its agent, shall be effected by EMC (on its own behalf as a Mortgage Loan
Seller and on behalf of Master Funding) within thirty days of its receipt of the original recorded
document.
(v) At the time of any substitution, EMC (on its own behalf as a Mortgage Loan
Seller and on behalf of Master Funding) shall deliver or cause to be delivered the Substitute Mortgage
Loan, the related Mortgage File and any other documents and payments required to be delivered in
connection with a substitution pursuant to the Pooling and Servicing Agreement. At the time of any
purchase or substitution, the Trustee shall (i) assign to EMC (on its own behalf as a Mortgage Loan
Seller and on behalf of Master Funding) and release or cause the Custodian to release the documents
(including, but not limited to, the Mortgage, Mortgage Note and other contents of the Mortgage File) in
its possession or in the possession of the Custodian relating to the Deleted Mortgage Loan and (ii)
execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall
be necessary to vest in EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master
Funding) title to such Deleted Mortgage Loan.
SECTION 6. Recordation of Assignments of Mortgage.
(i) EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master
Funding) shall, promptly after the Closing Date, cause each Mortgage and each assignment of Mortgage
from the Mortgage Loan Sellers to the Trustee, and all unrecorded intervening assignments, if any,
delivered on or prior to the Closing Date, to be recorded in all recording offices in the jurisdictions
where the related Mortgaged Properties are located; provided, however, EMC (on its own behalf as a
Mortgage Loan Seller or on behalf of Master Funding) need not cause to be recorded any assignment which
relates to a Mortgage Loan if (a) such recordation is not required by the Rating Agencies or an Opinion
of Counsel has been provided to the Trustee which states that the recordation of such assignment is not
necessary to protect the Trustee's interest in the related Mortgage Loan or (b) MERS is identified on
the Mortgage or a properly recorded assignment of the Mortgage, as the mortgagee of record solely as
nominee for the Mortgage Loan Seller and its successors and assigns; provided, however, notwithstanding
the delivery of any Opinion of Counsel, each assignment of Mortgage shall be submitted for recording by
EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) in the manner
described above, at no expense to the Trust Fund or Trustee, upon the earliest to occur of (i)
reasonable direction by the Holders of Certificates evidencing Fractional Undivided Interests
aggregating not less than 25% of the Trust, (ii) the occurrence of an Event of Default, (iii) the
occurrence of a bankruptcy, insolvency or foreclosure relating to EMC and (iv) the occurrence of a
servicing transfer as described in Section 8.02 of the Pooling and Servicing Agreement.
While each such Mortgage or assignment is being recorded, if necessary, EMC (on its
own behalf as a Mortgage Loan Seller and on behalf of Master Funding) shall leave or cause to be left
with the Trustee a certified copy of such Mortgage or assignment. In the event that, within 180 days of
the Closing Date, the Trustee has not been provided an Opinion of Counsel as described above or received
evidence of recording with respect to each Mortgage Loan delivered to the Purchaser pursuant to the
terms hereof or as set forth above, the failure to provide evidence of recording or such Opinion of
Counsel (in the alternative, if required) shall be considered a Material Defect, and the provisions of
Section 5(iii) and (iv) shall apply. All customary recording fees and reasonable expenses relating to
the recordation of the assignments of Mortgage to the Trustee or the Opinion of Counsel, as the case may
be, shall be borne by EMC.
(ii) It is the express intent of the parties hereto that the conveyance of the
Mortgage Loans by each Mortgage Loan Seller to the Purchaser, as contemplated by this Agreement be, and
be treated as, a sale. It is, further, not the intention of the parties that such conveyance be deemed
a pledge of the Mortgage Loans by such Mortgage Loan Seller to the Purchaser to secure a debt or other
obligation of that Mortgage Loan Seller. However, in the event that, notwithstanding the intent of the
parties, the Mortgage Loans are held by a court of competent jurisdiction to continue to be property of
such Mortgage Loan Seller, then (a) this Agreement shall also be deemed to be a security agreement
within the meaning of Articles 8 and 9 of the applicable Uniform Commercial Code; (b) the transfer of
the Mortgage Loans provided for herein shall be deemed to be a grant by such Mortgage Loan Seller to the
Purchaser of a security interest in all of such Mortgage Loan Seller's right, title and interest in and
to the Mortgage Loans and all amounts payable to the holders of the Mortgage Loans in accordance with
the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into
cash, instruments, securities or other property, to the extent the Purchaser would otherwise be entitled
to own such Mortgage Loans and proceeds pursuant to Section 4 hereof, including all amounts, other than
investment earnings, from time to time held or invested in any accounts created pursuant to the Pooling
and Servicing Agreement, whether in the form of cash, instruments, securities or other property; (c) the
possession by the Purchaser or the Trustee of Mortgage Notes and such other items of property as
constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession
by the secured party" for purposes of perfecting the security interest pursuant to Section 9-313 (or
comparable provision) of the applicable Uniform Commercial Code; and (d) notifications to persons
holding such property, and acknowledgments, receipts or confirmations from persons holding such
property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from,
financial intermediaries, bailees or agents (as applicable) of the Purchaser for the purpose of
perfecting such security interest under applicable law. Any assignment of the interest of the Purchaser
pursuant to any provision hereof or pursuant to the Pooling and Servicing Agreement shall also be deemed
to be an assignment of any security interest created hereby. EMC (on its own behalf as a Mortgage Loan
Seller and on behalf of Master Funding) and the Purchaser shall, to the extent consistent with this
Agreement, take such actions as may be reasonably necessary to ensure that, if this Agreement were
deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be
a perfected security interest of first priority under applicable law and will be maintained as such
throughout the term of the Pooling and Servicing Agreement.
SECTION 7. Representations and Warranties of Mortgage Loan Seller Concerning the
Mortgage Loans. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding)
hereby represents and warrants to the Purchaser as of the Closing Date or such other date as may be
specified below with respect to each Mortgage Loan being sold by it:
(i) the information set forth in the Mortgage Loan Schedule hereto is true and
correct in all material respects;
(ii) immediately prior to the transfer to the Purchaser, the related Mortgage Loan
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 such
Mortgage Loan Seller has full right and authority to sell or assign the same pursuant to this Agreement;
(iii) each Mortgage Loan at the time it was made complied in all material respects
with all applicable local, state and federal laws and regulations, including, without limitation, usury,
equal credit opportunity, disclosure and recording laws and all applicable anti-predatory, abusive and
fair lending laws; and each Mortgage Loan has been serviced in all material respects in accordance with
all applicable local, state and federal laws and regulations, including, without limitation, usury,
equal credit opportunity, disclosure and recording laws and all applicable anti-predatory, abusive and
fair lending laws and the terms of the related Mortgage Note, the Mortgage and other loan documents;
(iv) there is no monetary default existing under any Mortgage or the related
Mortgage Note and there is no material event which, with the passage of time or with notice and the
expiration of any grace or cure period, would constitute a default, breach or event of acceleration; and
neither the related Mortgage Loan Seller, any of its affiliates nor any servicer of any related Mortgage
Loan has taken any action to waive any default, breach or event of acceleration; and no foreclosure
action is threatened or has been commenced with respect to the Mortgage Loan;
(v) 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;
(vi) no selection procedure reasonably believed by the related Mortgage Loan Seller
to be adverse to the interests of the Certificateholders was utilized in selecting the Mortgage Loans;
(vii) each Mortgage is a valid and enforceable first lien on the property securing
the related Mortgage Note and each Mortgaged Property is owned by the Mortgagor in fee simple (except
with respect to common areas in the case of condominiums, PUDs and de minimis PUDs) or by leasehold for
a term longer than the term of the related Mortgage, subject only to (i) the lien of current real
property taxes and assessments, (ii) covenants, conditions and restrictions, rights of way, easements
and other matters of public record as of the date of recording of such Mortgage, such exceptions being
acceptable to mortgage lending institutions generally or specifically reflected in the appraisal
obtained in connection with the origination of the related Mortgage Loan or referred to in the lender's
title insurance policy delivered to the originator of the related Mortgage Loan and (iii) other matters
to which like properties are commonly subject which do not materially interfere with the benefits of the
security intended to be provided by such Mortgage;
(viii) there is no mechanics' lien or claim for work, labor or material affecting the
premises subject to any Mortgage which is or may be a lien prior to, or equal with, the lien of such
Mortgage except those which are insured against by the title insurance policy referred to in (xiii)
below;
(ix) there was no delinquent tax or assessment lien against the property subject to
any Mortgage, except where such lien was being contested in good faith and a stay had been granted
against levying on the property;
(x) there is no valid offset, defense or counterclaim to any Mortgage Note or
Mortgage, including the obligation of the Mortgagor to pay the unpaid principal and interest on such
Mortgage Note;
(xi) 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;
(xii) the Mortgaged Property and all improvements thereon comply with all
requirements of any applicable zoning and subdivision laws and ordinances;
(xiii) 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, to the best of the related Mortgage Loan Seller's knowledge, was qualified to do business
in the jurisdiction where the related Mortgaged Property is located, insuring such Mortgage Loan 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. The related Mortgage Loan 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;
(xiv) 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;
(xv) the improvements on each Mortgaged Property securing a Mortgage Loan are
insured (by an insurer which is acceptable to the related Mortgage Loan Seller) against loss by fire and
such hazards as are covered under a standard extended coverage endorsement in the locale in which the
Mortgaged Property is located, in an amount which is not less than the lesser of the maximum insurable
value of the improvements securing such Mortgage Loan or the outstanding principal balance of the
Mortgage Loan, but in no event in an amount less than an amount that is required to prevent the
Mortgagor from being deemed to be a co-insurer thereunder; if the improvement on the Mortgaged Property
is a condominium unit, it is included under the coverage afforded by a blanket policy for the
condominium project; if upon origination of the related Mortgage Loan, the improvements on the Mortgaged
Property were in an area identified as a federally designated flood area, a flood insurance policy is in
effect in an amount representing coverage not less than the least of (i) the outstanding principal
balance of the Mortgage Loan, (ii) the restorable cost of improvements located on such Mortgaged
Property or (iii) the maximum coverage available under federal law; and each Mortgage obligates the
Mortgagor thereunder to maintain the insurance referred to above at the Mortgagor's cost and expense;
(xvi)....each Mortgage Loan constitutes a "qualified mortgage" under Section
860G(a)(3)(A) of the Code and Treasury Regulations Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and
(9) without reliance on the provisions of Treasury Regulations Section 1.860G-2(a)(3) or Treasury
Regulations Section 1.860G-2(f)(2) or any other provision that would allow a Mortgage Loan to be treated
as a "qualified mortgage" notwithstanding its failure to meet the requirements of Section 860G(a)(3)(A)
of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9);
(xvii) each Mortgage Loan was originated (a) by a savings and loan association,
savings bank, commercial bank, credit union, insurance company or similar institution that is supervised
and examined by a federal or state authority, (b) by a mortgagee approved by the Secretary of HUD
pursuant to Sections 203 and 211 of the National Housing Act, as amended, or (c) by a mortgage broker or
correspondent lender in a manner such that the related Mortgage Loan would be regarded for purposes of
Section 3(a)(41) of the Securities Exchange Act of 1934, as amended, as having been originated by an
entity described in clauses (a) or (b) above;
(xviii) none of the Mortgage Loans are (a) loans subject to 12 CFR Part 226.31, 12 CFR
Part 226.32 or 12 CFR Part 226.34 of Regulation Z, the regulation implementing TILA, which implements
the Home Ownership and Equity Protection Act of 1994, as amended or (b) "high cost home,""covered"
(excluding home loans defined as "covered home loans" in the New Jersey Home Ownership Security Act of
2002 that were originated between November 26, 2003 and July 7, 2004), "high risk home" or "predatory"
loans under any applicable state, federal or local law (or a similarly classified loan using different
terminology under a law imposing heightened regulatory scrutiny or additional legal liability for
residential mortgage loans having high interest rates, points and/or fees);
(xix) no Mortgage Loan (a) is a "high cost loan" or "covered loan" as applicable
(as such terms are defined in the then current version of Standard & Poor's LEVELS® Glossary in effect
as of the date hereof, Appendix E, attached hereto as Exhibit 6) or (b) was originated on or after
October 1, 2002 through March 6, 2003 and is governed by the Georgia Fair Lending Act;
(xx) the information set forth in Schedule A of the Prospectus Supplement with
respect to the Mortgage Loans is true and correct in all material respects;
(xxiii) each Mortgage Loan was originated in accordance with the underwriting
guidelines of the related originator;
(xxiv) each original Mortgage has been recorded or is in the process of being
recorded in accordance with the requirements of Section 2.01 of the Pooling and Servicing Agreement in
the appropriate jurisdictions wherein such recordation is required to perfect the lien thereof for the
benefit of the Trust Fund;
(xxv) the related Mortgage File contains each of the documents and instruments
listed in Section 2.01 of the Pooling and Servicing Agreement, subject to any exceptions, substitutions
and qualifications as are set forth in such Section;
(xxvi) the Mortgage Loans are currently being serviced in accordance with accepted
servicing practices;
(xxvii) with respect to each Mortgage Loan that has a prepayment penalty feature, each
such prepayment penalty is enforceable and will be enforced by the related Mortgage Loan Seller and each
prepayment penalty is permitted pursuant to federal, state and local law. In addition, with respect to
each Mortgage Loan (i) no Mortgage Loan will impose a prepayment penalty for a term in excess of five
years from the date such Mortgage Loan was originated and (ii) such prepayment penalty is at least equal
to the lesser of (A) the maximum amount permitted under applicable law and (B) six months interest at
the related Mortgage Interest Rate on the amount prepaid in excess of 20% of the original principal
balance of such Mortgage Loan; and
(xxviii) if any of the Mortgage Loans are secured by a leasehold interest, with
respect to each leasehold interest: the use of leasehold estates for residential properties is an
accepted practice in the area where the related Mortgaged Property is located; residential property in
such area consisting of leasehold estates is readily marketable; the lease is recorded and no party is
in any way in breach of any provision of such lease; the leasehold is in full force and effect and is
not subject to any prior lien or encumbrance by which the leasehold could be terminated or subject to
any charge or penalty; and the remaining term of the lease does not terminate less than ten years after
the maturity date of such Mortgage Loan.
It is understood and agreed that the representations and warranties set forth in this
Section 7 will inure to the benefit of the Purchaser, its successors and assigns, notwithstanding any
restrictive or qualified endorsement on any Mortgage Note or assignment of Mortgage or the examination
of any Mortgage File. Upon any substitution for a Mortgage Loan, the representations and warranties set
forth above shall be deemed to be made by the related Mortgage Loan Seller as to any Substitute Mortgage
Loan as of the date of substitution.
Upon discovery or receipt of notice by EMC, the Purchaser or the Trustee of a breach
of any representation or warranty of EMC set forth in this Section 7 which materially and adversely
affects the value of the interests of the Purchaser, the Certificateholders or the Trustee in any of the
Mortgage Loans delivered to the Purchaser pursuant to this Agreement, the party discovering or receiving
notice of such breach shall give prompt written notice to the others. In the case of any such breach of
a representation or warranty set forth in this Section 7, within 90 days from the date of discovery by
EMC, or the date EMC is notified by the party discovering or receiving notice of such breach (whichever
occurs earlier), EMC will (i) cure such breach in all material respects, (ii) purchase the affected
Mortgage Loan at the applicable Purchase Price or (iii) if within two years of the Closing Date,
substitute a qualifying Substitute Mortgage Loan in exchange for such Mortgage Loan; provided that, (A)
in the case of a breach of the representation and warranty concerning the Mortgage Loan Schedule
contained in clause (i) of this Section 7, if such breach is material and relates to any field on the
Mortgage Loan Schedule which identifies any Prepayment Charge or (B) in the case of a breach of the
representation contained in clause (xxvii) of this Section 7, then, in each case, in lieu of purchasing
such Mortgage Loan from the Trust Fund at the Purchase Price, EMC shall pay the amount of the Prepayment
Charge (net of any amount previously collected by or paid to the Trust Fund in respect of such
Prepayment Charge) from its own funds and without reimbursement thereof, and EMC shall have no
obligation to repurchase or substitute for such Mortgage Loan. The obligations of EMC to cure,
purchase or substitute a qualifying Substitute Mortgage Loan shall constitute the Purchaser's, the
Trustee's and the Certificateholder's sole and exclusive remedies under this Agreement or otherwise
respecting a breach of representations or warranties hereunder with respect to the Mortgage Loans,
except for the obligation of EMC to indemnify the Purchaser for such breach as set forth in and limited
by Section 4 hereof. It is understood by the parties hereto that a breach of the representations and
warranties made in any of clause (xviii), (xix)(b), (xxi), (xxii), (xxviii) through (xxxvi) of this
Section 7 will be deemed to materially and adversely affect the value of the interests of the Purchaser,
the Certificateholders or the Trustee in the related Mortgage Loan.
Any cause of action against EMC relating to or arising out of a breach by EMC of any
representations and warranties made in this Section 7 shall accrue as to any Mortgage Loan upon
(i) discovery of such breach by EMC or notice thereof by the party discovering such breach and
(ii) failure by EMC to cure such breach, purchase such Mortgage Loan or substitute a qualifying
Substitute Mortgage Loan pursuant to the terms hereof.
SECTION 8. Representations and Warranties Concerning EMC. As of the date hereof
and as of the Closing Date, EMC represents and warrants to the Purchaser as to itself in the capacity
indicated as follows:
(i) EMC (i) is a corporation duly organized, validly existing and in good standing
under the laws of the State of Delaware and (ii) is qualified and in good standing to do business in
each jurisdiction where such qualification is necessary, except where the failure so to qualify would
not reasonably be expected to have a material adverse effect on EMC's business as presently conducted or
on EMC's ability to enter into this Agreement and to consummate the transactions contemplated hereby;
(ii) EMC has full corporate power to own its property, to carry on its business as
presently conducted and to enter into and perform its obligations under this Agreement;
(iii) the execution and delivery by EMC of this Agreement has been duly authorized
by all necessary action on the part of EMC; and neither the execution and delivery of this Agreement,
nor the consummation of the transactions herein contemplated, nor compliance with the provisions hereof,
will conflict with or result in a breach of, or constitute a default under, any of the provisions of any
law, governmental rule, regulation, judgment, decree or order binding on EMC or its properties or the
charter or by-laws of EMC, except those conflicts, breaches or defaults which would not reasonably be
expected to have a material adverse effect on EMC's ability to enter into this Agreement and to
consummate the transactions contemplated hereby;
(iv) the execution, delivery and performance by EMC of this Agreement and the
consummation of the transactions contemplated hereby do not require the consent or approval of, the
giving of notice to, the registration with, or the taking of any other action in respect of, any state,
federal or other governmental authority or agency, except those consents, approvals, notices,
registrations or other actions as have already been obtained, given or made and, in connection with the
recordation of the Mortgages, powers of attorney or assignments of Mortgages not yet completed;
(v) this Agreement has been duly executed and delivered by EMC and, assuming due
authorization, execution and delivery by the Purchaser, constitutes a valid and binding obligation of
EMC enforceable against it in accordance with its terms (subject to applicable bankruptcy and insolvency
laws and other similar laws affecting the enforcement of the rights of creditors generally);
(vi) there are no actions, suits or proceedings pending or, to the knowledge of
EMC, threatened against EMC, before or by any court, administrative agency, arbitrator or governmental
body (i) with respect to any of the transactions contemplated by this Agreement or (ii) with respect to
any other matter which in the judgment of EMC could reasonably be expected to be determined adversely to
EMC and if determined adversely to EMC materially and adversely affect EMC's ability to perform its
obligations under this Agreement; and EMC is not in default with respect to any order of any court,
administrative agency, arbitrator or governmental body so as to materially and adversely affect the
transactions contemplated by this Agreement; and
(vii) the Mortgage Loan Sellers' Information (identified in Exhibit 3 hereof) does
not include any untrue statement of a material fact or omit to state a material fact necessary in order
to make the statements made, in light of the circumstances under which they were made, not misleading.
SECTION 9. Representations and Warranties Concerning the Purchaser. As of the
date hereof and as of the Closing Date, the Purchaser represents and warrants to the Mortgage Loan
Sellers as follows:
(i) the Purchaser (i) is a limited liability company duly organized, validly
existing and in good standing under the laws of the State of Delaware and (ii) is qualified and in good
standing to do business in each jurisdiction where such qualification is necessary, except where the
failure so to qualify would not reasonably be expected to have a material adverse effect on the
Purchaser's business as presently conducted or on the Purchaser's ability to enter into this Agreement
and to consummate the transactions contemplated hereby;
(ii) the Purchaser has full corporate power to own its property, to carry on its
business as presently conducted and to enter into and perform its obligations under this Agreement;
(iii the execution and delivery by the Purchaser of this Agreement have been duly
authorized by all necessary corporate action on the part of the Purchaser; and neither the execution and
delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance
with the provisions hereof, will conflict with or result in a breach of, or constitute a default under,
any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on
the Purchaser or its properties or the certificate of formation or limited liability company agreement
of the Purchaser, except those conflicts, breaches or defaults which would not reasonably be expected to
have a material adverse effect on the Purchaser's ability to enter into this Agreement and to consummate
the transactions contemplated hereby;
(iv) the execution, delivery and performance by the Purchaser of this Agreement and
the consummation of the transactions contemplated hereby do not require the consent or approval of, the
giving of notice to, the registration with, or the taking of any other action in respect of, any state,
federal or other governmental authority or agency, except those consents, approvals, notices,
registrations or other actions as have already been obtained, given or made;
(v) this Agreement has been duly executed and delivered by the Purchaser and,
assuming due authorization, execution and delivery by the Mortgage Loan Sellers, constitutes a valid and
binding obligation of the Purchaser enforceable against it in accordance with its terms (subject to
applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights
of creditors generally);
(vi) there are no actions, suits or proceedings pending or, to the knowledge of the
Purchaser, threatened against the Purchaser, before or by any court, administrative agency, arbitrator
or governmental body (i) with respect to any of the transactions contemplated by this Agreement or (ii)
with respect to any other matter which in the judgment of the Purchaser will be determined adversely to
the Purchaser and will if determined adversely to the Purchaser materially and adversely affect the
Purchaser's ability to perform its obligations under this Agreement; and the Purchaser is not in default
with respect to any order of any court, administrative agency, arbitrator or governmental body so as to
materially and adversely affect the transactions contemplated by this Agreement; and
(vii) the Purchaser's Information (identified in Exhibit 4 hereof) does not include
any untrue statement of a material fact or omit to state a material fact necessary in order to make the
statements made, in light of the circumstances under which they were made, not misleading.
SECTION 10. Representations and Warranties Concerning Master Funding. As of the
date hereof and as of the Closing Date, Master Funding represents and warrants to EMC and the Purchaser
as follows:
(i) Master Funding (i) is a limited liability company duly organized, validly
existing and in good standing under the laws of the State of Delaware and (ii) is qualified and in good
standing to do business in each jurisdiction where such qualification is necessary, except where the
failure so to qualify would not reasonably be expected to have a material adverse effect on Master
Funding's business as presently conducted or on Master Funding's ability to enter into this Agreement
and to consummate the transactions contemplated hereby;
(ii) Master Funding has full power to own its property, to carry on its business as
presently conducted and to enter into and perform its obligations under this Agreement;
(iii) The execution and delivery by Master Funding of this Agreement has been duly
authorized by all necessary action on the part of Master Funding; and neither the execution and delivery
of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the
provisions hereof or thereof, will conflict with or result in a breach of, or constitute a default
under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order
binding on Master Funding or its properties or the written consent of the sole member or limited
liability company agreement of Master Funding, except those conflicts, breaches or defaults which would
not reasonably be expected to have a material adverse effect on Master Funding's ability to enter into
this Agreement and to consummate the transactions contemplated hereby;
(iv) The execution, delivery and performance by Master Funding of this Agreement
and the consummation of the transactions contemplated hereby do not require the consent or approval of,
the giving of notice to, the registration with, or the taking of any other action in respect of, any
state, federal or other governmental authority or agency, except those consents, approvals, notices,
registrations or other actions as have already been obtained, given or made and, in connection with the
recordation of the Mortgages, powers of attorney or assignments of Mortgages not yet completed;
(v) This Agreement has been duly executed and delivered by Master Funding and,
assuming due authorization, execution and delivery by the Purchaser or the parties thereto, constitutes
a valid and binding obligation of Master Funding enforceable against it in accordance with its terms
(subject to applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement
of the rights of creditors generally); and
(vi) There are no actions, suits or proceedings pending or, to the knowledge of
Master Funding, threatened against Master Funding, before or by any court, administrative agency,
arbitrator or governmental body (a) with respect to any of the transactions contemplated by this
Agreement or (b) with respect to any other matter which in the judgment of Master Funding could
reasonably be expected to be determined adversely to Master Funding and if determined adversely to
Master Funding materially and adversely affect Master Funding's ability to perform its obligations under
this Agreement; and Master Funding is not in default with respect to any order of any court,
administrative agency, arbitrator or governmental body so as to materially and adversely affect the
transactions contemplated by this Agreement.
SECTION 11. Conditions to Closing.
(1) The obligations of the Purchaser under this Agreement will be subject to the
satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of each Mortgage Loan Seller required to be
performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have
been duly performed and complied with in all material respects; all of the representations and
warranties of each Mortgage Loan Seller under this Agreement shall be true and correct as of
the date or dates specified in all material respects; and no event shall have occurred which,
with notice or the passage of time, would constitute a default under this Agreement, or the
Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that
effect signed by authorized officers of the Mortgage Loan Sellers.
(b) The Purchaser shall have received all of the following closing
documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly
executed by all signatories other than the Purchaser as required pursuant to the respective
terms thereof:
(i) If required pursuant to Section 3 hereof, the Amendment
dated as of the Closing Date and any documents referred to therein;
(ii) If required pursuant to Section 3 hereof, the Final Mortgage
Loan Schedule containing the information set forth on Exhibit 2 hereto, one copy to be
attached to each counterpart of the Amendment;
(iii) The Pooling and Servicing Agreement, in form and
substance reasonably satisfactory to the Trustee and the Purchaser, and all documents
required thereby duly executed by all signatories;
(iv) A certificate of an officer of each Mortgage Loan Seller
dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and
attached thereto copies of the charter and by-laws of such Mortgage Loan Seller and
evidence as to the good standing of such Mortgage Loan Seller dated as of a recent
date;
(v) One or more opinions of counsel from the Mortgage Loan
Sellers' counsel otherwise in form and substance reasonably satisfactory to the
Purchaser, the Trustee and each Rating Agency;
(vi) A letter from each of the Rating Agencies giving each
Class of Certificates set forth on Schedule A hereto the rating set forth therein; and
(vii) Such other documents, certificates (including additional
representations and warranties) and opinions as may be reasonably necessary to secure
the intended ratings from each Rating Agency for the Certificates.
(c) The Certificates to be sold to Bear Stearns pursuant to the
Underwriting Agreement and the Purchase Agreement, if applicable, shall have been issued and
sold to Bear Stearns.
(d) Each Mortgage Loan Seller shall have furnished to the Purchaser such
other certificates of its officers or others and such other documents and opinions of counsel
to evidence fulfillment of the conditions set forth in this Agreement and the transactions
contemplated hereby as the Purchaser and their respective counsel may reasonably request.
(2) The obligations of each Mortgage Loan Seller under this Agreement shall be
subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) The obligations of the Purchaser required to be performed by it on or
prior to the Closing Date pursuant to the terms of this Agreement shall have been duly
performed and complied with in all material respects, and all of the representations and
warranties of the Purchaser under this Agreement shall be true and correct in all material
respects as of the date hereof and as of the Closing Date, and no event shall have occurred
which would constitute a breach by it of the terms of this Agreement, and each Mortgage Loan
Seller shall have received a certificate to that effect signed by an authorized officer of the
Purchaser.
(b) Each Mortgage Loan Seller shall have received copies of all of the
following closing documents, in such forms as are agreed upon and reasonably acceptable to each
Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as
required pursuant to the respective terms thereof:
(i) If required pursuant to Section 3 hereof, the Amendment dated
as of the Closing Date and any documents referred to therein;
(ii) The Pooling and Servicing Agreement, in form and substance
reasonably satisfactory to EMC, and all documents required thereby duly executed by
all signatories;
(iii) A certificate of an officer of the Purchaser dated as of the
Closing Date, in a form reasonably acceptable to each Mortgage Loan Seller, and
attached thereto the written consent of the member of the Purchaser authorizing the
transactions contemplated by this Agreement and the Pooling and Servicing Agreement,
together with copies of the Purchaser's certificate of formation, limited liability
company agreement and evidence as to the good standing of the Purchaser dated as of a
recent date;
(iv) One or more opinions of counsel from the Purchaser's counsel
in form and substance reasonably satisfactory to each Mortgage Loan Seller; and
(v) Such other documents, certificates (including additional
representations and warranties) and opinions as may be reasonably necessary to secure
the intended rating from each Rating Agency for the Certificates.
SECTION 12. Fees and Expenses. Subject to Section 17 hereof, EMC (on its own
behalf as a Mortgage Loan Seller and on behalf of Master Funding) shall pay on the Closing Date or such
later date as may be agreed to by the Purchaser (i) the fees and expenses of the Mortgage Loan Sellers'
attorneys and the reasonable fees and expenses of the Purchaser's attorneys, (ii) the fees and expenses
of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser's Registration Statement based on the
aggregate original principal amount of the Certificates and the filing fee of the Commission as in
effect on the date on which the Registration Statement was declared effective, (iv) the fees and
expenses including counsel's fees and expenses in connection with any "blue sky" and legal investment
matters, (v) the fees and expenses of the Trustee which shall include without limitation the fees and
expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and
document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related
agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the
Trustee, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and
the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing),
(viii) the fees and expenses relating to the preparation and recordation of mortgage assignments
(including intervening assignments, if any and if available, to evidence a complete chain of title from
the originator thereof to the Trustee) from each Mortgage Loan Seller to the Trustee or the expenses
relating to the Opinion of Counsel referred to in Section 6(i) hereof, as the case may be, and (ix)
Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in
connection with the purchase of the Mortgage Loans and by Bear Stearns in connection with the sale of
the Certificates. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding)
additionally agrees to pay directly to any third party on a timely basis the fees provided for above
which are charged by such third party and which are billed periodically.
SECTION 13. Accountants' Letters.
(i) Deloitte & Touche LLP will review the characteristics of a sample of the Mortgage
Loans described in the Final Mortgage Loan Schedule and will compare those characteristics to the
description of the Mortgage Loans contained in the Prospectus Supplement under the captions "Summary of
Terms - The Mortgage Pool" and "Description of the Mortgage Loans" and in Schedule A thereto. EMC (on
its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) will cooperate with the
Purchaser in making available all information and taking all steps reasonably necessary to permit such
accountants to complete the review and to deliver the letters required of them under the Underwriting
Agreement. Deloitte & Touche LLP will also confirm certain calculations as set forth under the caption
"Yield and Prepayment Considerations" in the Prospectus Supplement.
(ii) To the extent statistical information with respect to EMC's servicing portfolio
is included in the Prospectus Supplement under the caption "The Master Servicer," a letter from the
certified public accountant for the Master Servicer will be delivered to the Purchaser dated the date of
the Prospectus Supplement, in the form previously agreed to by EMC and the Purchaser, with respect to
such statistical information.
SECTION 14. Indemnification.
(i) EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding)
shall indemnify and hold harmless the Purchaser and its directors, officers and controlling persons (as
defined in Section 15 of the Securities Act) from and against any loss, claim, damage or liability or
action in respect thereof, to which they or any of them may become subject, under the Securities Act or
otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon (i)
any untrue statement of a material fact contained in the Mortgage Loan Sellers' Information as
identified in Exhibit 3, the omission to state in the Prospectus Supplement or Prospectus (or any
amendment thereof or supplement thereto approved by EMC (on its own behalf as a Mortgage Loan Seller and
on behalf of Master Funding) and in which additional Mortgage Loan Seller's Information is identified),
in reliance upon and in conformity with Mortgage Loan Sellers' Information a material fact required to
be stated therein or necessary to make the statements therein in light of the circumstances in which
they were made, not misleading, (ii) any representation or warranty assigned or made by EMC in Section 7
or Section 8 hereof being, or alleged to be, untrue or incorrect, or (iii) any failure by the Mortgage
Loan Seller to perform its obligations under this Agreement; and EMC (on its own behalf as a Mortgage
Loan Seller and on behalf of Master Funding) shall reimburse the Purchaser and each other indemnified
party for any legal and other expenses reasonably incurred by them in connection with investigating or
defending or preparing to defend against any such loss, claim, damage, liability or action.
The foregoing indemnity agreement is in addition to any liability which EMC or Master Funding
otherwise may have to the Purchaser or any other such indemnified party.
(ii) The Purchaser shall indemnify and hold harmless each Mortgage Loan Seller and
its respective directors, officers and controlling persons (as defined in Section 15 of the Securities
Act) from and against any loss, claim, damage or liability or action in respect thereof, to which they
or any of them may become subject, under the Securities Act or otherwise, insofar as such loss, claim,
damage, liability or action arises out of, or is based upon (a) any untrue statement of a material fact
contained in the Purchaser's Information as identified in Exhibit 4, the omission to state in the
Prospectus Supplement or Prospectus (or any amendment thereof or supplement thereto approved by the
Purchaser and in which additional Purchaser's Information is identified), in reliance upon and in
conformity with the Purchaser's Information, a material fact required to be stated therein or necessary
to make the statements therein in light of the circumstances in which they were made, not misleading,
(b) any representation or warranty made by the Purchaser in Section 9 hereof being, or alleged to be,
untrue or incorrect, or (c) any failure by the Purchaser to perform its obligations under this
Agreement; and the Purchaser shall reimburse each Mortgage Loan Seller, and each other indemnified party
for any legal and other expenses reasonably incurred by them in connection with investigating or
defending or preparing to defend any such loss, claim, damage, liability or action. The foregoing
indemnity agreement is in addition to any liability which the Purchaser otherwise may have to the
Mortgage Loan Sellers, or any other such indemnified party,
(iii) Promptly after receipt by an indemnified party under subsection (i) or (ii)
above of notice of the commencement of any action, such indemnified party shall, if a claim in respect
thereof is to be made against the indemnifying party under such subsection, notify each party against
whom indemnification is to be sought in writing of the commencement thereof (but the failure so to
notify an indemnifying party shall not relieve such indemnified party from any liability which it may
have under this Section 14 except to the extent that it has been prejudiced in any material respect by
such failure or from any liability which it may have otherwise). In case any such action is brought
against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate therein and, to the extent it may elect by written
notice delivered to the indemnified party promptly (but, in any event, within 30 days) after receiving
the aforesaid notice from such indemnified party, to assume the defense thereof with counsel reasonably
satisfactory to such indemnified party. Notwithstanding the foregoing, the indemnified party or parties
shall have the right to employ its or their own counsel in any such case, but the fees and expenses of
such counsel shall be at the expense of such indemnified party or parties unless (a) the employment of
such counsel shall have been authorized in writing by one of the indemnifying parties in connection with
the defense of such action, (b) the indemnifying parties shall not have employed counsel to have charge
of the defense of such action within a reasonable time after notice of commencement of the action, or
(c) such indemnified party or parties shall have reasonably concluded that there is a conflict of
interest between itself or themselves and the indemnifying party in the conduct of the defense of any
claim or that the interests of the indemnified party or parties are not substantially co-extensive with
those of the indemnifying party (in which case the indemnifying parties shall not have the right to
direct the defense of such action on behalf of the indemnified party or parties), in any of which events
such fees and expenses shall be borne by the indemnifying parties (provided, however, that the
indemnifying party shall be liable only for the fees and expenses of one counsel in addition to one
local counsel in the jurisdiction involved. Anything in this subsection to the contrary notwithstanding,
an indemnifying party shall not be liable for any settlement or any claim or action effected without its
written consent; provided, however, that such consent was not unreasonably withheld.
(iv) If the indemnification provided for in paragraphs (i) and (ii) of this Section
13 shall for any reason be unavailable to an indemnified party in respect of any loss, claim, damage or
liability, or any action in respect thereof, referred to in Section 14, then the indemnifying party
shall in lieu of indemnifying the indemnified party contribute to the amount paid or payable by such
indemnified party as a result of such loss, claim, damage or liability, or action in respect thereof, in
such proportion as shall be appropriate to reflect the relative benefits received by the Mortgage Loan
Sellers on the one hand and the Purchaser on the other from the purchase and sale of the Mortgage Loans,
the offering of the Certificates and the other transactions contemplated hereunder. No person found
liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not
also found liable for such fraudulent misrepresentation.
(v) The parties hereto agree that reliance by an indemnified party on any publicly
available information or any information or directions furnished by an indemnifying party shall not
constitute negligence, bad faith or willful misconduct by such indemnified party.
SECTION 15. Notices. All demands, notices and communications hereunder sshall be
in writing but may be delivered by facsimile transmission subsequently confirmed in writing. Notices to
EMC shall be directed to EMC Mortgage Corporation, 2780 Lake Vista Drive, Lewisville, Texas75067,
Attention: General Counsel (Telecopy: (214) 626-4889), notices to Master Funding shall be directed to
Master Funding LLC, 2780 Lake Vista Drive, Lewisville, Texas75067, Attention: Mark Novachek (Telecopy:
(972) 444-2880), or to any other address as may hereafter be furnished by one party to the other party
by like notice. Any such demand, notice or communication hereunder shall be deemed to have been received
on the date received at the premises of the addressee (as evidenced, in the case of registered or
certified mail, by the date noted on the return receipt) provided that it is received on a Business Day
during normal business hours and, if received after normal business hours, then it shall be deemed to be
received on the next Business Day.
SECTION 16. Transfer of Mortgage Loans. The Purchaser retains the right to
assign the Mortgage Loans and any or all of its interest under this Agreement to the Trustee without the
consent of the Mortgage Loan Sellers, and, upon such assignment, the Trustee shall succeed to the
applicable rights and obligations of the Purchaser hereunder; provided, however, the Purchaser shall
remain entitled to the benefits set forth in Sections 11, 13 and 17 hereto and as provided in Section
2(i). Notwithstanding the foregoing, the sole and exclusive right and remedy of the Trustee with
respect to a breach of a representation or warranty of the Mortgage Loan Sellers shall be the cure,
purchase or substitution obligations of EMC contained in Sections 5 and 7 hereof.
SECTION 17. Termination. This Agreement may be terminated (a) by the mutual
consent of the parties hereto prior to the Closing Date, (b) by the Purchaser, if the conditions to the
Purchaser's obligation to close set forth under Section 10(1) hereof are not fulfilled as and when
required to be fulfilled or (c) by any Mortgage Loan Seller, if the conditions to the Mortgage Loan
Sellers' obligation to close set forth under Section 10(2) hereof are not fulfilled as and when required
to be fulfilled. In the event of termination pursuant to clause (b), EMC (on its own behalf as a
Mortgage Loan Seller and on behalf of Master Funding) shall pay, and in the event of termination
pursuant to clause (c), the Purchaser shall pay, all reasonable out-of-pocket expenses incurred by the
other in connection with the transactions contemplated by this Agreement. In the event of a termination
pursuant to clause (a), each party shall be responsible for its own expenses.
SECTION 18. Representations, Warranties and Agreements to Survive Delivery. All
representations, warranties and agreements contained in this Agreement, or contained in certificates of
officers of the Mortgage Loan Sellers submitted pursuant hereto, shall remain operative and in full
force and effect and shall survive delivery of the Mortgage Loans to the Purchaser (and by the Purchaser
to the Trustee). Subsequent to the delivery of the Mortgage Loans to the Purchaser, EMC's
representations and warranties contained herein with respect to the Mortgage Loans shall be deemed to
relate to the Mortgage Loans actually delivered to the Purchaser and included in the Final Mortgage Loan
Schedule and any Substitute Mortgage Loan and not to those Mortgage Loans deleted from the Preliminary
Mortgage Loan Schedule pursuant to Section 3 hereof prior to the closing of the transactions
contemplated hereby or any Deleted Mortgage Loan.
SECTION 19. Severability. If any provision of this Agreement shall be prohibited
or invalid under applicable law, this Agreement shall be ineffective only to such extent, without
invalidating the remainder of this Agreement.
SECTION 20. Counterparts. This Agreement may be executed in counterparts, each
of which will be an original, but which together shall constitute one and the same agreement.
SECTION 21. Amendment. This Agreement cannot be amended or modified in any
manner without the prior written consent of each party.
SECTION 22. GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED TO HAVE BEEN MADE AND
PERFORMED IN THE STATE OF NEW YORK AND SHALL BE INTERPRETED IN ACCORDANCE WITH THE LAWS OF SUCH STATE,
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES OF SUCH STATE.
SECTION 23. Further Assurances. Each of the parties agrees to execute and
deliver such instruments and take such actions as another party may, from time to time, reasonably
request in order to effectuate the purpose and to carry out the terms of this Agreement including any
amendments hereto which may be required by either Rating Agency.
SECTION 24. Successors and Assigns. This Agreement shall bind and inure to the
benefit of and be enforceable by the Mortgage Loan Sellers and the Purchaser and their permitted
successors and assigns and, to the extent specified in Section 13 hereof, Bear Stearns, and their
directors, officers and controlling persons (within the meaning of federal securities laws). The
Mortgage Loan Sellers acknowledge and agree that the Purchaser may assign its rights under this
Agreement (including, without limitation, with respect to EMC's representations and warranties
respecting the Mortgage Loans) to the Trustee. Any person into which any Mortgage Loan Seller may be
merged or consolidated (or any person resulting from any merger or consolidation involving such Mortgage
Loan Seller), any person resulting from a change in form of such Mortgage Loan Seller or any person
succeeding to the business of such Mortgage Loan Seller, shall be considered the "successor" of such
Mortgage Loan Seller hereunder and shall be considered a party hereto without the execution or filing of
any paper or any further act or consent on the part of any party hereto. Except as provided in the two
preceding sentences and in Section 15 hereto, this Agreement cannot be assigned, pledged or hypothecated
by either party hereto without the written consent of the other parties to this Agreement and any such
assignment or purported assignment shall be deemed null and void.
SECTION 25. The Mortgage Loan Sellers and the Purchaser. The Mortgage Loan
Sellers and the Purchaser will keep in full effect all rights as are necessary to perform their
respective obligations under this Agreement.
SECTION 26. Entire Agreement. This Agreement contains the entire agreement and
understanding between the parties with respect to the subject matter hereof, and supersedes all prior
and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or
written, of any nature whatsoever with respect to the subject matter hereof.
SECTION 27. No Partnership. Nothing herein contained shall be deemed or
construed to create a partnership or joint venture between the parties hereto.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties hereto have caused their names to be signed hereto by their
respective duly authorized officers as of the date first above written.
EMC MORTGAGE CORPORATION
By:_________________________________________
Name: Mark Ehrenreich
Title: Senior Vice President
STRUCTURED ASSET MORTGAGE INVESTMENT II
INC.
By:_________________________________________
Name: Mary Haggerty
Title: Vice President
MASTER FUNDING, LLC
By:_________________________________________
Name: Mark Novachek
Title: Assistant Secretary
EXHIBIT 1
CONTENTS OF MORTGAGE FILE
With respect to each Mortgage Loan, the Mortgage File shall include each of the following
items, which shall be available for inspection by the Purchaser or its designee, and which shall be
delivered to the Purchaser or its designee pursuant to the terms of the Agreement:
(i) The original Mortgage Note, endorsed without recourse to the order of the
Trustee and showing an unbroken chain of endorsements from the original payee thereof to the
Person endorsing it to the Trustee, or a lost note affidavit;
(ii) The original Mortgage and, if the related Mortgage Loan is a MOM Loan, noting
the presence of the MIN and language indicating that such Mortgage Loan is a MOM Loan, which
shall have been recorded (or if the original is not available, a copy), with evidence of such
recording indicated thereon (or if the original Security Instrument, assignments to the Trustee
or intervening assignments thereof which have been delivered, are being delivered or will, upon
receipt of recording information relating to the Security Instrument required to be included
thereon, be delivered to recording offices for recording and have not been returned to the
Mortgage Loan Seller in time to permit their recording as specified in Section 2.01(b) of the
Pooling and Servicing Agreement, shall be in recordable form);
(iii) Unless the Mortgage Loan is a MOM Loan, a certified copy of the assignment
(which may be in the form of a blanket assignment if permitted in the jurisdiction in which the
Mortgaged Property is located) to "Citibank, N.A., as Trustee", with evidence of recording with
respect to each Mortgage Loan in the name of the Trustee thereon (or if the original Security
Instrument, assignments to the Trustee or intervening assignments thereof which have been
delivered, are being delivered or will, upon receipt of recording information relating to the
Security Instrument required to be included thereon, be delivered to recording offices for
recording and have not been returned to the Mortgage Loan Seller in time to permit their
delivery as specified in Section 2.01(b) of the Pooling and Servicing Agreement, the Mortgage
Loan Seller may deliver a true copy thereof with a certification by the Mortgage Loan Seller,
on the face of such copy, substantially as follows: "Certified to be a true and correct copy of
the original, which has been transmitted for recording");
(iv) All intervening assignments of the Security Instrument, if applicable and only
to the extent available to related Mortgage Loan Seller with evidence of recording thereon;
(v) The original or a copy of the policy or certificate of primary mortgage
guaranty insurance, to the extent available, if any;
(vi) The original policy of title insurance or mortgagee's certificate of title
insurance or commitment or binder for title insurance; and
(vii) The originals of all modification agreements, if applicable and available.
EXHIBIT 2
MORTGAGE LOAN SCHEDULE INFORMATION
The Preliminary and Final Mortgage Loan Schedules shall set forth the following information
with respect to each Mortgage Loan:
(a) the city, state and zip code of the Mortgaged Property;
(b) the property type;
(c) the Mortgage Interest Rate;
(d) the Servicing Fee Rate;
(e) the Master Servicer's Fee Rate;
(f) the LPMI Fee, if applicable;
(g) the Trustee Fee Rate, if applicable;
(h) the Net Rate;
(i) the maturity date;
(j) the stated original term to maturity;
(k) the stated remaining term to maturity;
(l) the original Principal Balance;
(m) the first payment date;
(n) the principal and interest payment in effect as of the Cut-off Date;
(o) the unpaid Principal Balance as of the Cut-off Date;
(p) the Loan-to-Value Ratio at origination;
(q) the insurer of any Primary Mortgage Insurance Policy;
(r) the MIN with respect to each MOM Loan;
(s) the Gross Margin, if applicable;
(t) the next Adjustment Date, if applicable;
(u) the Maximum Lifetime Mortgage Rate, if applicable;
(v) the Minimum Lifetime Mortgage Rate, if applicable;
(w) the Periodic Rate Cap, if applicable;
(x) the Loan Group, if applicable;
(y) a code indicating whether the Mortgage Loan is negatively amortizing;
(z) which Mortgage Loans adjust after an initial fixed-rate period of one, two, three, five, seven
or ten years or any other period;
(aa) the Prepayment Charge, if any;
(bb) lien position (e.g., first lien or second lien);
(cc) a code indicating whether the Mortgage Loan is has a balloon payment;
(dd) a code indicating whether the Mortgage Loan is an interest-only loan;
(ee) the interest-only term, if applicable;
(ff) the Mortgage Loan Seller
(gg) the original amortization term.
Such schedule also shall set forth for all of the Mortgage Loans, the total number of Mortgage Loans,
the total of each of the amounts described under (n) and (j) above, the weighted average by principal
balance as of the Cut-off Date of each of the rates described under (c) through (h) above, and the
weighted average remaining term to maturity by unpaid principal balance as of the Cut-off Date.
EXHIBIT 3
MORTGAGE LOAN SELLER'S INFORMATION
All information in the Prospectus Supplement described under the following Sections: "SUMMARY
OF TERMS -- The Mortgage Pool,""DESCRIPTION OF THE MORTGAGE LOANS" and "SCHEDULE A -- CERTAIN
CHARACTERISTICS OF THE MORTGAGE LOANS."
EXHIBIT 4
PURCHASER'S INFORMATION
All information in the Prospectus Supplement and the Prospectus, except the Mortgage Loan
Seller's Information.
EXHIBIT 5
SCHEDULE OF LOST NOTES
Available Upon Request
EXHIBIT 6
Standard & Poor's LEVELS® Glossary, Version 5.7 Revised, Appendix E
REVISED August 1, 2005
APPENDIX E - Standard & Poor's Anti-Predatory Lending Categorization
Standard & Poor's has categorized loans governed by anti-predatory lending laws in the
Jurisdictions listed below into three categories based upon a combination of factors that include (a)
the risk exposure associated with the assignee liability and (b) the tests and thresholds set forth in
those laws. Note that certain loans classified by the relevant statute as Covered are included in
Standard & Poor's High Cost Loan Category because they included thresholds and tests that are typical of
what is generally considered High Cost by the industry.
Standard & Poor's High Cost Loan Categorization
---------------------------------------------------------------------------------------------------------------------
State/Jurisdiction Name of Anti-Predatory Lending Law/Effective Category under Applicable
Date Anti-Predatory Lending Law
---------------------------------- ------------------------------------------------- --------------------------------
Arkansas Arkansas Home Loan Protection Act, Ark. Code High Cost Home Loan
Ann. §§ 23-53-101 et seq.
Effective July 16, 2003
---------------------------------- ------------------------------------------------- --------------------------------
Cleveland Heights, OH Ordinance No. 72-2003 (PSH), Mun. Code §§ Covered Loan
757.01 et seq.
Effective June 2, 2003
---------------------------------- ------------------------------------------------- --------------------------------
Colorado Consumer Equity Protection, Colo. Stat. Ann. §§ Covered Loan
5-3.5-101 et seq.
Effective for covered loans offered or entered
into on or after January 1, 2003. Other
provisions of the Act took effect on June 7,2002
---------------------------------- ------------------------------------------------- --------------------------------
Connecticut Connecticut Abusive Home Loan Lending Practices High Cost Home Loan
Act, Conn. Gen. Stat. §§ 36a-746 et seq.
Effective October 1, 2001
---------------------------------- ------------------------------------------------- --------------------------------
District of Columbia Home Loan Protection Act, D.C. Code §§ Covered Loan
26-1151.01 et seq.
Effective for loans closed on or after January28, 2003
---------------------------------- ------------------------------------------------- --------------------------------
Florida Fair Lending Act, Fla. Stat. Ann. §§ 494.0078 High Cost Home Loan
et seq.
Effective October 2, 2002
---------------------------------- ------------------------------------------------- --------------------------------
Georgia (Oct. 1, 2002 - Mar. 6, Georgia Fair Lending Act, Ga. Code Ann. §§ High Cost Home Loan
2003) 7-6A-1 et seq.
---------------------------------- ------------------------------------------------- --------------------------------
Georgia as amended (Mar. 7, 2003 Georgia Fair Lending Act, Ga. Code Ann. §§ High Cost Home Loan
- current) 7-6A-1 et seq.
Effective for loans closed on or after March 7,2003
---------------------------------- ------------------------------------------------- --------------------------------
HOEPA Section 32 Home Ownership and Equity Protection Act of High Cost Loan
1994, 15 U.S.C. § 1639, 12 C.F.R. §§ 226.32 and
226.34
Effective October 1, 1995, amendments October1, 2002
----------------------------------- ------------------------------------------------- --------------------------------
Illinois High Risk Home Loan Act, Ill. Comp. Stat. tit. High Risk Home Loan
815, §§ 137/5 et seq.
Effective January 1, 2004 (prior to this date,
regulations under Residential Mortgage License
Act effective from May 14, 2001)
---------------------------------- ------------------------------------------------- --------------------------------
Indiana Indiana Home Loan Practices Act, Ind. Code Ann. High Cost Home Loan
§§ 24-9-1-1 et seq.
Effective for loans originated on or after
January 1, 2005.
---------------------------------- ------------------------------------------------- --------------------------------
Kansas Consumer Credit Code, Kan. Stat. Ann. §§ High Loan to Value Consumer
16a-1-101 et seq. Loan (id. § 16a-3-207) and;
Sections 16a-1-301 and 16a-3-207 became
effective April 14, 1999; Section 16a-3-308a
became effective July 1, 1999
---------------------------------- ------------------------------------------------- --------------------------------
High APR Consumer Loan (id. §
16a-3-308a)
---------------------------------- ------------------------------------------------- --------------------------------
Kentucky 2003 KY H.B. 287 - High Cost Home Loan Act, Ky. High Cost Home Loan
Rev. Stat. §§ 360.100 et seq.
Effective June 24, 2003
---------------------------------- ------------------------------------------------- --------------------------------
Maine Truth in Lending, Me. Rev. Stat. tit. 9-A, §§ High Rate High Fee Mortgage
8-101 et seq.
Effective September 29, 1995 and as amended
from time to time
---------------------------------- ------------------------------------------------- --------------------------------
Massachusetts Part 40 and Part 32, 209 C.M.R. §§ 32.00 et High Cost Home Loan
seq. and 209 C.M.R. §§ 40.01 et seq.
Effective March 22, 2001 and amended from time
to time
---------------------------------- ------------------------------------------------- --------------------------------
Massachusetts Predatory Home Loan Practices Act High Cost Home Mortgage Loan
Mass. Gen. Laws ch. 183C, §§ 1 et seq.
Effective November 7, 2004
---------------------------------- ------------------------------------------------- --------------------------------
Nevada Assembly Bill No. 284, Nev. Rev. Stat. §§ Home Loan
598D.010 et seq.
Effective October 1, 2003
---------------------------------- ------------------------------------------------- --------------------------------
New Jersey New Jersey Home Ownership Security Act of 2002, High Cost Home Loan
N.J. Rev. Stat. §§ 46:10B-22 et seq.
Effective for loans closed on or after November27, 2003
---------------------------------- ------------------------------------------------- --------------------------------
New Mexico Home Loan Protection Act, N.M. Rev. Stat. §§ High Cost Home Loan
58-21A-1 et seq.
Effective as of January 1, 2004; Revised as of
February 26, 2004
---------------------------------- ------------------------------------------------- --------------------------------
New York N.Y. Banking Law Article 6-l High Cost Home Loan
Effective for applications made on or after
April 1, 2003
---------------------------------- ------------------------------------------------- --------------------------------
North Carolina Restrictions and Limitations on High Cost Home High Cost Home Loan
Loans, N.C. Gen. Stat. §§ 24-1.1E et seq.
Effective July 1, 2000; amended October 1, 2003
(adding open-end lines of credit)
---------------------------------- ------------------------------------------------- --------------------------------
Ohio H.B. 386 (codified in various sections of the Covered Loan
Ohio Code), Ohio Rev. Code Ann. §§ 1349.25 et
seq.
Effective May 24, 2002
---------------------------------- ------------------------------------------------- --------------------------------
Oklahoma Consumer Credit Code (codified in various Subsection 10 Mortgage
sections of Title 14A)
Effective July 1, 2000; amended effective
January 1, 2004
---------------------------------- ------------------------------------------------- --------------------------------
South Carolina South Carolina High Cost and Consumer Home High Cost Home Loan
Loans Act, S.C. Code
Ann. §§ 37-23-10 et seq.
Effective for loans taken on or after January1, 2004
---------------------------------- ------------------------------------------------- --------------------------------
West Virginia West Virginia Residential Mortgage Lender, West Virginia Mortgage Loan
Broker and Servicer Act, W. Va. Code Ann. §§ Act Loan
31-17-1 et seq.
Effective June 5, 2002
---------------------------------- ------------------------------------------------- --------------------------------
Standard & Poor's Covered Loan Categorization
---------------------------------- ------------------------------------------------- --------------------------------
State/Jurisdiction Name of Anti-Predatory Lending Law/Effective Category under Applicable
Date Anti-Predatory Lending Law
---------------------------------- ------------------------------------------------- --------------------------------
Georgia (Oct. 1, 2002 - Mar. 6, Georgia Fair Lending Act, Ga. Code Ann. §§ Covered Loan
2003) 7-6A-1 et seq.
Effective October 1, 2002 - March 6, 2003
---------------------------------- ------------------------------------------------- --------------------------------
New Jersey New Jersey Home Ownership Security Act of 2002, Covered Home Loan
N.J. Rev. Stat. §§ 46:10B-22 et seq.
Effective November 27, 2003 - July 5, 2004
---------------------------------- ------------------------------------------------- --------------------------------
Standard & Poor's Home Loan Categorization
---------------------------------- ------------------------------------------------- --------------------------------
State/Jurisdiction Name of Anti-Predatory Lending Law/Effective Category under Applicable
Date Anti-Predatory Lending Law
---------------------------------- ------------------------------------------------- --------------------------------
Georgia (Oct. 1, 2002 - Mar. 6, Georgia Fair Lending Act, Ga. Code Ann. §§ Home Loan
2003) 7-6A-1 et seq.
Effective October 1, 2002 - March 6, 2003
---------------------------------- ------------------------------------------------- --------------------------------
New Jersey New Jersey Home Ownership Security Home Loan
Act of 2002, N.J. Rev. Stat. §§ 46:10B-22 et
seq.
Effective for loans closed on or after November27, 2003
---------------------------------- ------------------------------------------------- --------------------------------
New Mexico Home Loan Protection Act, N.M. Rev. Stat. §§ Home Loan
58-21A-1 et seq.
Effective as of January 1, 2004; Revised as of
February 26, 2004
---------------------------------- ------------------------------------------------- --------------------------------
North Carolina Restrictions and Limitations on High Cost Home Consumer Home Loan
Loans, N.C. Gen. Stat. §§ 24-1.1E et seq.
Effective July 1, 2000; amended October 1, 2003
(adding open-end lines of credit)
---------------------------------- ------------------------------------------------- --------------------------------
South Carolina South Carolina High Cost and Consumer Home Consumer Home Loan
Loans Act, S.C. Code Ann. §§ 37-23-10 et seq.
Effective for loans taken on or after January1, 2004
---------------------------------- ------------------------------------------------- --------------------------------
SCHEDULE A
REQUIRED RATINGS FOR EACH CLASS OF CERTIFICATES
Offered Certificates S&P Moody's
_______________________________________________
Class I-A-1 AAA Aaa
Class I-A-2 AAA Aaa
Class II-1A-1 AAA Aaa
Class II-1A-2 AAA Aa1
Class II-1X-1 AAA Aaa
Class II-2A-1 AAA Aaa
Class II-2A-2 AAA Aa1
Class II-2X-1 AAA Aaa
Class I-M-1 AA Aa2
Class I-M-2 A A2
Class I-B-1 BBB+ Baa1
Class I-B-2 BBB Baa2
Class I-B-3 BBB- Baa3
Class II-B-1 AA+ Aa2
Class II-BX-1 AA+ Aa2
Class II-B-2 A+ A2
Class II-B-3 BBB+ Baa2
None of the above ratings has been lowered, qualified or withdrawn since the dates of issuance of such
ratings by the Rating Agencies.
EXHIBIT L
FORM OF CERTIFICATION
Re: Bear Stearns ALT-A Trust 2007-1 (the "Trust"), Asset-Backed Certificates, Series
2007-1, issued pursuant to the Pooling and Servicing Agreement, dated as of January 1, 2007, among
Structured Asset Mortgage Investments II Inc., the company, EMC Mortgage Corporation, Wells Fargo Bank,
N.A., as master servicer and securities administrator (the "Securities Administrator"), and Citibank
N.A., as trustee (the "Trustee").
The Securities Administrator hereby certifies to the Depositor, and its officers, directors and
affiliates, and with the knowledge and intent that they will rely upon this certification, that:
(1) I have reviewed the annual report on Form 10-K for the fiscal year [____] (the "Annual
Report"), and all reports on Form 10-D required to be filed in respect of period covered by the Annual
Report (collectively with the Annual Report, the "Reports"), of the Trust;
(2) To my knowledge, (a) the Reports, taken as a whole, do not contain any untrue
statement of a material fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading with respect to the
period covered by the Annual Report, and (b) the Securities Administrator's assessment of compliance and
related attestation report referred to below, taken as a whole, do not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period covered
by such assessment of compliance and attestation report;
(3) To my knowledge, the distribution information required to be provided by the
Securities Administrator under the Pooling and Servicing Agreement for inclusion in the Reports is
included in the Reports;
(4) I am responsible for reviewing the activities performed by the Securities
Administrator under the Pooling and Servicing Agreement, and based on my knowledge and the compliance
review conducted in preparing the compliance statement of the Securities Administrator required by the
Pooling and Servicing Agreement, and except as disclosed in the Reports, the Securities Administrator
has fulfilled its obligations under the Pooling and Servicing Agreement in all material respects; and
(5) The report on assessment of compliance with servicing criteria applicable to the
Securities Administrator for asset-backed securities of the Securities Administrator and each
Subcontractor utilized by the Securities Administrator and related attestation report on assessment of
compliance with servicing criteria applicable to it required to be included in the Annual Report in
accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been included as
an exhibit to the Annual Report. Any material instances of non-compliance are described in such report
and have been disclosed in the Annual Report.
In giving the certifications above, the Securities Administrator has reasonably relied on information
provided to it by the following unaffiliated parties: [names of servicer(s), master servicer,
subservicer, depositor, trustee, custodian(s)]
Date:_________________________________
______________________________________
[Signature]
[Title]
EXHIBIT M
SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
Definitions
Primary Servicer - transaction party having borrower contact
Master Servicer - aggregator of pool assets
Securities Administrator - waterfall calculator
Back-up Servicer - named in the transaction (in the event a Back up Servicer becomes the Primary
Servicer, follow Primary Servicer obligations)
Custodian - safe keeper of pool assets
Trustee - fiduciary of the transaction
Note: The definitions above describe the essential function that the party performs, rather than the
party's title. So, for example, in a particular transaction, the trustee may perform the "paying agent"
and "securities administrator" functions, while in another transaction, the securities administrator may
perform these functions.
Where there are multiple checks for criteria the attesting party will identify in their management
assertion that they are attesting only to the portion of the distribution chain they are responsible for
in the related transaction agreements.
Key: X - obligation
------------------- --------------------------------- ------------- ----------- ------------ ------------ ------------
Reg AB Reference Servicing Criteria Primary Master Securities Custodian Trustee
Servicer Servicer Admin (nominal)
------------------- ----------------------------------------------- ----------- ------------ ------------ ------------
General Servicing Considerations
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
1122(d)(1)(i) Policies and procedures are X X X
instituted to monitor any
performance or other triggers
and events of default in
accordance with the transaction
agreements.
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
1122(d)(1)(ii) If any material servicing X X
activities are outsourced to
third parties, policies and
procedures are instituted to
monitor the third party's
performance and compliance with
such servicing activities.
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
Any requirements in the
transaction agreements to
maintain a back-up servicer for
1122(d)(1)(iii) the Pool Assets are maintained.
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
1122(d)(1)(iv) A fidelity bond and errors and X X
omissions policy is in effect
on the party participating in
the servicing function
throughout the reporting period
in the amount of coverage
required by and otherwise in
accordance with the terms of
the transaction agreements.
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
Cash Collection and
Administration
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
1122(d)(2)(i) Payments on pool assets are X X X
deposited into the appropriate
custodial bank accounts and
related bank clearing accounts
no more than two business days
following receipt, or such
other number of days specified
in the transaction agreements.
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
Disbursements made via wire X X X
transfer on behalf of an
obligor or to an investor are
made only by authorized
1122(d)(2)(ii) personnel.
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
Advances of funds or guarantees X X X
regarding collections, cash
flows or distributions, and any
interest or other fees charged
for such advances, are made,
reviewed and approved as
specified in the transaction
1122(d)(2)(iii) agreements.
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
The related accounts for the X X X
transaction, such as cash
reserve accounts or accounts
established as a form of over
collateralization, are
separately maintained (e.g.,
with respect to commingling of
cash) as set forth in the
1122(d)(2)(iv) transaction agreements.
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
Each custodial account is X X X
maintained at a federally
insured depository institution
as set forth in the transaction
agreements. For purposes of
this criterion, "federally
insured depository institution"
with respect to a foreign
financial institution means a
foreign financial institution
that meets the requirements of
Rule 13k-1(b)(1) of the
1122(d)(2)(v) Securities Exchange Act.
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
Unissued checks are safeguarded X X
so as to prevent unauthorized
1122(d)(2)(vi) access.
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
1122(d)(2)(vii) Reconciliations are prepared on X X X
a monthly basis for all
asset-backed securities related
bank accounts, including
custodial accounts and related
bank clearing accounts. These
reconciliations are (A)
mathematically accurate; (B)
prepared within 30 calendar
days after the bank statement
cutoff date, or such other
number of days specified in the
transaction agreements; (C)
reviewed and approved by
someone other than the person
who prepared the
reconciliation; and (D) contain
explanations for reconciling
items. These reconciling items
are resolved within 90 calendar
days of their original
identification, or such other
number of days specified in the
transaction agreements.
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
Investor Remittances and
Reporting
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
1122(d)(3)(i) Reports to investors, including X X X
those to be filed with the
Commission, are maintained in
accordance with the transaction
agreements and applicable
Commission requirements.
Specifically, such reports (A)
are prepared in accordance with
timeframes and other terms set
forth in the transaction
agreements; (B) provide
information calculated in
accordance with the terms
specified in the transaction
agreements; (C) are filed with
the Commission as required by
its rules and regulations; and
(D) agree with investors' or
the trustee's records as to the
total unpaid principal balance
and number of Pool Assets
serviced by the Servicer.
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
Amounts due to investors are X X X
allocated and remitted in
accordance with timeframes,
distribution priority and other
terms set forth in the
1122(d)(3)(ii) transaction agreements.
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
Disbursements made to an X X X
investor are posted within two
business days to the Servicer's
investor records, or such other
number of days specified in the
1122(d)(3)(iii) transaction agreements.
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
Amounts remitted to investors X X X
per the investor reports agree
with cancelled checks, or other
form of payment, or custodial
1122(d)(3)(iv) bank statements.
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
Pool Asset Administration
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
1122(d)(4)(i) Collateral or security on pool X X
assets is maintained as
required by the transaction
agreements or related pool
asset documents.
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
1122(d)(4)(ii) Pool assets and related X X
documents are safeguarded as
required by the transaction
agreements
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
1122(d)(4)(iii) Any additions, removals or X X
substitutions to the asset pool
are made, reviewed and approved
in accordance with any
conditions or requirements in
the transaction agreements.
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
1122(d)(4)(iv) Payments on pool assets, X
including any payoffs, made in
accordance with the related
pool asset documents are posted
to the Servicer's obligor
records maintained no more than
two business days after
receipt, or such other number
of days specified in the
transaction agreements, and
allocated to principal,
interest or other items (e.g.,
escrow) in accordance with the
related pool asset documents.
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
The Servicer's records X
regarding the pool assets agree
with the Servicer's records
with respect to an obligor's
1122(d)(4)(v) unpaid principal balance.
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
Changes with respect to the X X
terms or status of an obligor's
pool assets (e.g., loan
modifications or re-agings) are
made, reviewed and approved by
authorized personnel in
accordance with the transaction
agreements and related pool
1122(d)(4)(vi) asset documents.
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
Loss mitigation or recovery X X
actions (e.g., forbearance
plans, modifications and deeds
in lieu of foreclosure,
foreclosures and repossessions,
as applicable) are initiated,
conducted and concluded in
accordance with the timeframes
or other requirements
established by the transaction
1122(d)(4)(vii) agreements.
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
1122(d)(4)(viii) Records documenting collection X
efforts are maintained during
the period a pool asset is
delinquent in accordance with
the transaction agreements.
Such records are maintained on
at least a monthly basis, or
such other period specified in
the transaction agreements, and
describe the entity's
activities in monitoring
delinquent pool assets
including, for example, phone
calls, letters and payment
rescheduling plans in cases
where delinquency is deemed
temporary (e.g., illness or
unemployment).
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
1122(d)(4)(ix) Adjustments to interest rates X
or rates of return for pool
assets with variable rates are
computed based on the related
pool asset documents.
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
1122(d)(4)(x) Regarding any funds held in X
trust for an obligor (such as
escrow accounts): (A) such
funds are analyzed, in
accordance with the obligor's
pool asset documents, on at
least an annual basis, or such
other period specified in the
transaction agreements; (B)
interest on such funds is paid,
or credited, to obligors in
accordance with applicable pool
asset documents and state laws;
and (C) such funds are returned
to the obligor within 30
calendar days of full repayment
of the related pool assets, or
such other number of days
specified in the transaction
agreements.
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
Payments made on behalf of an X
obligor (such as tax or
insurance payments) are made on
or before the related penalty
or expiration dates, as
indicated on the appropriate
bills or notices for such
payments, provided that such
support has been received by
the servicer at least 30
calendar days prior to these
dates, or such other number of
days specified in the
1122(d)(4)(xi) transaction agreements.
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
Any late payment penalties in X
connection with any payment to
be made on behalf of an obligor
are paid from the Servicer's
funds and not charged to the
obligor, unless the late
payment was due to the
1122(d)(4)(xii) obligor's error or omission.
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
Disbursements made on behalf of X
an obligor are posted within
two business days to the
obligor's records maintained by
the servicer, or such other
number of days specified in the
1122(d)(4)(xiii) transaction agreements.
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
Delinquencies, charge-offs and X X
uncollectible accounts are
recognized and recorded in
accordance with the transaction
1122(d)(4)(xiv) agreements.
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
Any external enhancement or X X
other support, identified in
Item 1114(a)(1) through (3) or
Item 1115 of Regulation AB, is
maintained as set forth in the
transaction agreements. (In
this transaction there is no
external enhancement or other
1122(d)(4)(xv) support.)
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
EXHIBIT N
FORM OF BACK-UP CERTIFICATION
I.The [ ] agreement dated as of [ ], 200[ ] (the "Agreement"), among [IDENTIFY
PARTIES] I, ________________________________, the _______________________ of [NAME OF
COMPANY], certify to [the Depositor] and the [Master Servicer] [Securities
Administrator] [Trustee], and their officers, with the knowledge and intent that they
will rely upon this certification, that:
(1) I have reviewed the servicer compliance statement of the Company provided in
accordance with Item 1123 of Regulation AB (the "Compliance Statement"), the report on
assessment of the Company's compliance with the servicing criteria set forth in Item 1122(d) of
Regulation AB (the "Servicing Criteria"), provided in accordance with Rules 13a-18 and 15d-18
under Securities Exchange Act of 1934, as amended (the "Exchange Act") and Item 1122 of
Regulation AB (the "Servicing Assessment"), the registered public accounting firm's attestation
report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act and Section
1122(b) of Regulation AB (the "Attestation Report"), and all servicing reports, officer's
certificates and other information relating to the servicing of the Mortgage Loans by the
Company during 200[ ] that were delivered by the Company to the Depositor and the Securities
Administrator pursuant to the Agreement (collectively, the "Company Servicing Information");
(2) Based on my knowledge, the Company Servicing Information, taken as a whole, does not
contain any untrue statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such statements were made,
not misleading with respect to the period of time covered by the Company Servicing Information;
(3) Based on my knowledge, all of the Company Servicing Information required to be
provided by the Company under the Agreement has been provided to the Depositor and the
Securities Administrator;
(4) I am responsible for reviewing the activities performed by the Company as servicer
under the Agreement, and based on my knowledge and the compliance review conducted in preparing
the Compliance Statement and except as disclosed in the Compliance Statement, the Servicing
Assessment or the Attestation Report, the Company has fulfilled its obligations under the
Agreement in all material respects; and
(5) The Compliance Statement required to be delivered by the Company pursuant to the
Agreement, and the Servicing Assessment and Attestation Report required to be provided by the
Company and by any subservicer or subcontractor pursuant to the Agreement, have been provided
to the the Depositor and the Securities Administrator. Any material instances of noncompliance
described in such reports have been disclosed to the the Depositor and the Securities
Administrator. Any material instance of noncompliance with the Servicing Criteria has been
disclosed in such reports.
Date: _________________________
By:
Name: ________________________________
Title: ________________________________
EXHIBIT O
FORM OF TRUSTEE LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, Citibank, N.A., a national banking association and having an
office for the conduct of business in New York, New York, solely in its capacity as trustee (in such
capacity the "Trustee") under the Pooling and Servicing Agreement dated as of January 1, 2007, among
Structured Asset Mortgage Investments II Inc., a Delaware corporation, as depositor (the "Depositor"),
Citibank, N.A., a national banking association, not in its individual capacity, but solely as trustee
(the "Trustee"), Wells Fargo Bank, National Association, as master servicer (in such capacity, the
"Master Servicer") and as securities administrator (in such capacity, the "Securities Administrator") and
EMC Mortgage Corporation, as sponsor (in such capacity, the "Sponsor") and as company (in such capacity,
the "Company") (the "Pooling Agreement") pursuant to which Bear Stearns ALT-A Trust, Mortgage
Pass-Through Certificates, Series 2007-1 are issued and not in its individual corporate capacity, hereby
constitutes and appoints EMC Mortgage Corporation, as its true and lawful attorney-in-fact, in its name,
place and stead and for its use and benefit, to execute and acknowledge in writing or by facsimile stamp
or otherwise all documents customarily and reasonably necessary and appropriate for the tasks described
in items (i) through (viii) below relating to certain mortgage loans (the "Loans") owned by the
undersigned, as Trustee, as serviced by EMC Mortgage Corporation, as the Company under the Pooling
Agreement. These Loans are comprised of Mortgages, Deeds of Trust, Deeds to Secure Debt, Co-ops and
other forms of Security Instruments (collectively the "Security Instruments") and the notes secured
thereby (the "Notes").
i. The Substitution of Trustee(s) in Deeds of Trust and/or Deeds to Secure Debt in the
name of the undersigned, as Trustee,
ii. The Extension and/or Renewal of Financing Statements in the name of the undersigned,
as Trustee,
iii. The Satisfaction, Assignment and/or Release of Security Instruments and/or Financing
Statements in the name of the undersigned, as Trustee, or the issuance of Deeds of
Reconveyance upon payment in full and/or discharge of the Notes secured thereby,
iv. The Modification and/or Partial Release of Security Instruments, including the
subordination of a Security Instrument to an easement in favor of an entity with
powers of eminent domain.
v. The Assumption of Security Instruments and the Notes secured thereby,
vi. The right to collect, accelerate, initiate suit on and/or foreclose all Loans, and
vii. The right to manage, sell, convey or transfer the real and/or personal property
specified in the Security Instruments.
viii. The endorsement of loss payable drafts or other checks that are necessary to
effectuate proper servicing of the loan or repairs to the real property encumbered by
the Security Instrument.
The undersigned gives to said attorney-in-fact full power and authority to execute such
instruments as if the undersigned were personally present, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by authority hereof. The undersigned also gives
to said attorney-in-fact full power and authority to appoint by subsequent power of attorney a
subservicer (a "Subservicer") to act in its stead so long as the Trustee is given prior notice of such
appointment. Third parties without actual notice may rely upon the power granted to said
attorney-in-fact under this Limited Power of Attorney and may assume that, upon the exercise of such
power, all conditions precedent to such exercise of power have been satisfied and this Power of Attorney
has not been revoked unless an Instrument of Revocation has been recorded.
This limited power of attorney has been executed and is effective as of this ___ day of _____
200_ and the same and any subsequent limited power of attorney given to any Subservicer shall terminate
on the date that is the earlier of (i) one year from the date hereof and (ii) the occurrence of any of
the following events or until revoked in writing by the undersigned provided, that so long as none of
the following events below have occurred or continuing, the Trustee shall execute and deliver a
replacement power of attorney:
i. the supervision or termination of EMC Mortgage Corporation as the Company with
respect to the Loans serviced under the Pooling Agreement,
ii. the transfer of servicing from EMC Mortgage Corporation to another Servicer with
respect to the Loans serviced under the Pooling Agreement,
iii. the appointment of a receiver or conservator with respect to the business of the
attorney-in-fact or EMC Mortgage Corporation, or
iv. the filing of a voluntary or involuntary petition of bankruptcy by the
attorney-in-fact, EMC Mortgage Corporation, or any of their creditors.
Notwithstanding the foregoing, the power and the authority given to said attorney-in-fact or
any Subservicer under this Limited Power of Attorney shall be revoked with respect to a particular
Pooling Agreement and the Loans subject thereto upon the occurrence of:
i. the suspension or termination of EMC Mortgage Corporation as the Company under such
Pooling Agreement; or
ii. the transfer of servicing under such Pooling Agreement from EMC Mortgage Corporation
to another Servicer.
Nothing contained herein shall be deemed to amend or modify the related Pooling Agreements or
the respective rights, duties or obligations of the Trustee or EMC Mortgage Corporation thereunder, and
nothing herein shall constitute a waiver of any rights or remedies thereunder. If this limited power of
attorney is revoked or terminated for any reason whatsoever, a limited power of attorney given by the
Servicer to any Subservicer shall be deemed to be revoked or terminated at the same time.
This Limited Power of Attorney supersedes all prior powers of attorney given by the undersigned
to EMC Mortgage Corporation for the Loans, and all such powers and the authority granted thereunder are
hereby revoked effective as of the date of recording of this Limited Power of Attorney.
EMC Mortgage Corporation Citibank, N.A.,
as Company as Trustee
______________________ ______________________
Name: Name:
Title: Title:
Witness: Witness:
______________________ ________________________
Witness: Witness:
______________________ __________________________
STATE OF NEW YORK )
)SS
COUNTY OF NEW YORK )
On _______, 200_ before me, a Notary Public in and for said State, personally appeared
___________, known to me to be a/an __________ of Citibank, N.A., a national banking association that
executed the within instrument, and also known to me to be the person who executed said instrument on
behalf of such national banking association and acknowledged to me that such national banking
association executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year
in this certificate first above written.
_______________________
Notary Public
STATE OF TEXAS )
)SS
COUNTY OF DENTON )
On ______________, before me, a Notary Public in and for said State, personally appeared
______________________, known to me to be a ________________ of EMC Mortgage Corporation that executed
the within instrument, and also known to me to be the person who executed said instrument on behalf of
such corporation and acknowledged to me that such national banking association executed the within
instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year
in this certificate first above written.
_______________________
Notary Public
EXHIBIT P
FORM OF CAP CONTRACTSBEAR STEARNS
BEAR STEARNS FINANCIAL PRODUCTS INC.
383 MADISON AVENUE
NEW YORK, NEW YORK10179212-272-4009
DATE: January 31, 2007
TO: Bear Stearns ALT-A Trust 2007-1
Citibank, N.A., not in its individual capacity
but solely, as Trustee
ATTENTION: John Hannon
TELEPHONE: 212-816-5693
FACSIMILE: 212-816-5527
FROM: Derivatives Documentation
TELEPHONE: 212-272-2711
FACSIMILE: 212-272-9857
SUBJECT: Mortgage Derivatives Confirmation
REFERENCE NUMBER(S): [_______________]
The purpose of this letter agreement ("Agreement") is to confirm the terms and conditions of the
Transaction entered into on the Trade Date specified below (the " Transaction") between Bear Stearns
Financial Products Inc. ("Bear Stearns") and Bear Stearns ALT-A Trust 2007-1 ("Counterparty") acting
through Citibank, N.A. not in its individual capacity but solely as Trustee for Bear Stearns ALT-A Trust
2007-1 ("Trustee") under the Pooling and Servicing Agreement, dated as of January 1, 2007, among EMC
Mortgage Corporation, as seller ("Seller") and as company ("Company"), Wells Fargo Bank, National
Association, as master servicer and securities administrator ("Master Servicer" and "SecuritiesAdministrator"), Structured Asset Mortgage Investments II Inc., as depositor ("Depositor") and the
Trustee, (the "Pooling and Servicing Agreement"). This letter agreement constitutes the sole and
complete "Confirmation," as referred to in the "ISDA Master Agreement" (as defined below), as well as a
"Schedule" as referred to in the ISDA Master Agreement.
1. This Confirmation is subject to and incorporates the 2000 ISDA Definitions (the "Definitions"), as
published by the International Swaps and Derivatives Association, Inc. ("ISDA"). This Confirmation
supplements, forms a part of and is subject to the ISDA Master Agreement dated as of January 31,2007 between Bear Stearns and Counterparty (the agreement, as amended and supplemented from time to
time, being referred to herein as the "Master Agreement"). All provisions contained in, or
incorporated by reference to, the Master Agreement shall govern the Transaction referenced in this
Confirmation except as expressly modified herein. In the event of any inconsistency between the
provisions of this Confirmation and the Definitions or Master Agreement, this Confirmation shall
prevail for the purpose of this Transaction. Terms capitalized but not defined herein shall have the
meanings attributed to them in the Pooling and Servicing Agreement.
2. The terms of the particular Transaction to which this Confirmation relates are as follows:
Type of Transaction: Rate Cap
Notional Amount: With respect to any Calculation Period, the lesser of (i)
the Scheduled Amount set forth for such period on the
Schedule I attached hereto and (ii) the aggregate
Certificate Principal Balance of the [__] Certificate as of
the first day of the month in which such Calculation Period
begins
Trade Date: January 26, 2007
Effective Date: January 31, 2007
Termination Date: January 25, 2012, subject to adjustment in accordance with
the Business Day Convention
Fixed Amount (Premium):
Fixed Rate Payer: Counterparty
Fixed Rate Payer
Payment Date: January 31, 2007
Fixed Amount: USD [___]
Floating Amounts:
Floating Rate Payer: Bear Stearns
Cap Rate: The Cap Rate set forth for such Calculation Period on
Schedule I
Floating Rate Payer
Period End Dates: The 25th calendar day of each month during the Term of this
Transaction, commencing February 25, 2007 and ending on the
Termination Date, subject to adjustment in accordance with
the Business Day Convention.
Floating Rate Payer
Payment Dates: Early Payment shall be applicable. The Floating Rate Payer
Payment Date shall be one Business Day preceding each
Floating Rate Payer Period End Date.
Floating Rate Option: USD-LIBOR-BBA
Designated Maturity: One month, except with respect to the initial Calculation
Period for which the Designated Maturity shall be the Linear
Interpolation of the two weeks and the one month.
Floating Rate Day
Count Fraction: Actual/360
Reset Dates: The first day of each Calculation Period.
Compounding: Inapplicable
Business Days: New York
Business Day Convention: Following
Calculation Agent: Bear Stearns
3. Additional Provisions: On each Distribution Date, the Securities Administrator will
make available on its websitehttp://www.ctslink.com a
monthly statement indicating the outstanding principal
balance of the Class [__] Certificate for the related
Distribution Date.
4. Account Details:
Payments to Bear Stearns:
Citibank, N.A., New York
ABA Number: 021-0000-89, for the account of
Bear, Stearns Securities Corp.
Account Number: 0925-3186, for further credit to
Bear Stearns Financial Products Inc.
Sub-account Number: 102-04654-1-3
Attention: Derivatives Department
Payments to Counterparty:
Wells Fargo Bank, National Association
ABA# 121000248
Account Name: SAS Clearing
Account # 3970771416
For Further Credit to: BSALTA 2007-1, Account #50982701
Additional Provisions:
Non-Reliance. Each party represents to the other party that (a) it has not received and is not relying
upon any legal, tax, regulatory, accounting or other advice (whether written or oral) of the other party
regarding this Transaction, other than representations expressly made by that other party in this
Confirmation and in the Master Agreement and (b) in respect of this Transaction, (i) it has the capacity
to evaluate (internally or through independent professional advice) this Transaction and has made its own
decision to enter into this Transaction and (ii) it understands the terms, conditions and risks of this
Transaction and is willing to assume (financially and otherwise) those risks. Counterparty acknowledges
that Bear Stearns has advised Counterparty to consult its own tax, accounting and legal advisors in
connection with this Transaction evidenced by this Confirmation and that the Counterparty has done so.
This Confirmation may be executed in several counterparts, each of which shall be deemed an original but
all of which together shall constitute one and the same instrument.
Counterparty hereby agrees to check this Confirmation and to confirm that the foregoing correctly sets
forth the terms of the Transaction by signing in the space provided below and returning to Bear Stearns a
facsimile of the fully-executed Confirmation to 212-272-9857. For inquiries regarding U.S. Transactions,
please contact Derivatives Documentation by telephone at 212-272-2711. For all other inquiries please
contact Derivatives Documentation by telephone at 353-1-402-6233. Originals will be provided for your
execution upon your request.
We are very pleased to have executed this Transaction with you and we look forward to completing other
transactions with you in the near future.
Very truly yours,
BEAR STEARNS FINANCIAL PRODUCTS INC.
By: ______________________________________
Name:
Title:
Counterparty, acting through its duly authorized signatory, hereby agrees to, accepts and confirms the
terms of the foregoing as of the Trade Date.
BEAR STEARNS ALT-A TRUST 2007-1
By: Citibank, N.A., not individually but solely as Trustee
By: ______________________________________
Name:
Title:
ws
SCHEDULE
to the
ISDA®
International Swaps and Derivatives Association, Inc.
MASTER AGREEMENT
dated as of January 31, 2007
between BEAR STEARNS FINANCIAL PRODUCTS INC., a corporation organized under the laws of Delaware ("BearStearns"), and Bear Stearns ALT-A Trust 2007-1 a common law trust organized under the laws of the State
of New York ("Counterparty"), acting through Citibank, N.A. not in its individual capacity but solely
as Trustee for Bear Stearns ALT-A Trust 2007-1 ("Trustee") under the Pooling and Servicing Agreement,
dated as of January 1, 2007, among EMC Mortgage Corporation, as seller ("Seller") and as company
("Company"), Wells Fargo Bank, National Association, as master servicer and securities administrator
("Master Servicer" and "Securities Administrator"), Structured Asset Mortgage Investments II Inc., as
depositor ("Depositor") and the Trustee, (the "Pooling and Servicing Agreement").
Part 1. Termination Provisions
For purposes of this Agreement:
(a) "Specified Entity" will not apply to Bear Stearns or Counterparty for any purpose.
(b) "Specified Transactions" will not apply to Bear Stearns or Counterparty for any purpose.
(c) The "Failure to Pay or Deliver" provisions of Section 5(a)(i) will apply to Bear Stearns and will
apply to Counterparty; provided that notwithstanding anything to the contrary in Section 5(a)(i)
or Paragraph 7 of the Credit Support Annex, any failure by Bear Stearns to comply with or perform
any obligation to be complied with or performed by Bear Stearns under the Credit Support Annex
shall not constitute an Event of Default under Section 5(a)(i) unless (A) a Moody's Second Level
Downgrade has occurred and been continuing for 30 or more Local Business Days and (B) such
failure is not remedied on or before the third Local Business Day after notice of such failure is
given to Bear Stearns.
(d) The "Breach of Agreement" provisions of Section 5(a)(ii) will apply to Bear Stearns and will not
apply to Counterparty.
(e) The "Credit Support Default" provisions of Section 5(a)(iii) will apply to (x) Bear Stearns;
provided that notwithstanding anything to the contrary in Section 5(a)(iii)(1), any failure by
Bear Stearns to comply with or perform any obligation to be complied with or performed by Bear
Stearns under the Credit Support Annex shall not constitute an Event of Default under Section
5(a)(iii) unless (A) a Moody's Second Level Downgrade has occurred and been continuing for 30 or
more Local Business Days and (B) such failure is not remedied on or before the third Local
Business Day after notice of such failure is given to Bear Stearns and (y) Counterparty solely in
respect of Counterparty's obligations under Paragraph 3(b) of the Credit Support Annex.
(f) The "Misrepresentation" provisions of Section 5(a)(iv) will apply to Bear Stearns and will not
apply to Counterparty.
(g) The "Default under Specified Transaction" provisions of Section 5(a)(v) will not apply to Bear
Stearns or Counterparty.
(h) The "Cross Default" provisions of Section 5(a)(vi) will apply to Bear Stearns and will not apply
to Counterparty.
"Specified Indebtedness" will have the meaning specified in Section 14.
"Threshold Amount" means USD 100,000,000.
(i) The "Bankruptcy" provisions of Section 5(a)(vii) will apply to Bear Stearns and will apply to
Counterparty except that the provisions of Section 5(a)(vii)(2), (6) (to the extent that such
provisions refer to any appointment contemplated or effected by the Pooling and Servicing
Agreement or any appointment to which Counterparty has not become subject to), (7) and (9) will
not apply to Counterparty; provided that, with respect to Counterparty only, Section 5(a)(vii)(4)
is hereby amended by adding after the words "against it" the words "(excluding any proceeding or
petition instituted or presented by Bear Stearns)", and Section 5(a)(vii)(8) is hereby amended by
deleting the words "to (7) inclusive" and inserting lieu thereof ", (3), (4) as amended, (5) or
(6) as amended".
(j) The "Tax Event Upon Merger" provisions of Section 5(b)(iii) will apply to Bear Stearns and will
apply to Counterparty; provided that Bear Stearns shall not be entitled to designate an Early
Termination Date by reason of a Tax Event upon Merger in respect of which it is the Affected
Party.
(k) The "Credit Event Upon Merger" provisions of Section 5(b)(iv) will not apply to Bear Stearns or
Counterparty.
(l) The "Automatic Early Termination" provision of Section 6(a) will not apply to Bear Stearns or to
Counterparty.
(m) Payments on Early Termination. For the purpose of Section 6(e) of this Agreement:
(1) Market Quotation will apply; and
(2) the Second Method will apply;
provided that if Bear Stearns is the Defaulting Party or the sole Affected Party, the
following provisions will apply:
(A) Section 6(e) of this Agreement will be amended by inserting on the
first line "or is effectively designated" after "If an Early Termination Date
occurs";
(B) The definition of Market Quotation in Section 14 shall be deleted in
its entirety and replaced with the following:
"Market Quotation" means, with respect to one or more Terminated
Transactions, and a party making the determination, an amount
determined on the basis of Firm Offers from Reference Market-makers
that are Eligible Replacements. Each Firm Offer will be (1) for an
amount that would be paid to Counterparty (expressed as a negative
number) or by Counterparty (expressed as a positive number) in
consideration of an agreement between Counterparty and such Reference
Market-maker to enter into a Replacement Transaction and (2) made on
the basis that Unpaid Amounts in respect of the Terminated Transaction
or group of Transactions are to be excluded but, without limitation,
any payment or delivery that would, but for the relevant Early
Termination Date, have been required (assuming satisfaction of each
applicable condition precedent) after that Early Termination Date is to
be included. The party making the determination (or its agent) will
request each Reference Market-maker to provide its Firm Offer to the
extent reasonably practicable as of the same day and time (without
regard to different time zones) on or as soon as reasonably practicable
after the designation or occurrence of the relevant Early Termination
Date. The day and time as of which those Firm Offers are to be
obtained will be selected in good faith by the party obliged to make a
determination under Section 6(e), and, if each party is so obliged,
after consultation with the other. The Market Quotation shall be the
Firm Offer actually accepted by Counterparty no later than the Business
Day preceding the Early Termination Date. If no Firm Offers are
provided by the second Business Day following the Early Termination
Date, it will be deemed that the Market Quotation in respect of such
Terminated Transaction or group of Transactions cannot be determined.
(C) Counterparty shall use best efforts to accept a Firm Offer that would
determine the Market Quotation. If more than one Firm Offer (which, if
accepted, would determine the Market Quotation) is provided, Counterparty shall
use commercially reasonable efforts to accept the Firm Offer (among such Firm
Offers) which would require either (x) the lowest payment by the Counterparty to
the Reference Market-maker, to the extent Counterparty would be required to make
a payment to the Reference Market-maker or (y) the highest payment from the
Reference Market-maker to Counterparty, to the extent the Reference Market-maker
would be required to make a payment to the Counterparty. If only one Firm Offer
(which, if accepted, would determine the Market Quotation) is provided,
Counterparty shall use commercially reasonable efforts to accept such Firm Offer.
(D) Upon the written request by Counterparty to Bear Stearns, Bear Stearns
shall obtain the Market Quotations on behalf of Counterparty.
(E) If the Settlement Amount is a negative number, Section 6(e)(i)(3) of
this Agreement shall be deleted in its entirety and replaced with the following:
"(3) Second Method and Market Quotation. If the Second Method and
Market Quotation apply, (I) Counterparty shall pay to Bear Stearns an
amount equal to the absolute value of the Settlement Amount in respect
of the Terminated Transactions, (II) Counterparty shall pay to Bear
Stearns the Termination Currency Equivalent of the Unpaid Amounts owing
to Bear Stearns and (III) Bear Stearns shall pay to Counterparty the
Termination Currency Equivalent of the Unpaid Amounts owing to
Counterparty; provided, however, that (x) the amounts payable under the
immediately preceding clauses (II) and (III) shall be subject to
netting in accordance with Section 2(c) of this Agreement and (y)
notwithstanding any other provision of this Agreement, any amount
payable by Bear Stearns under the immediately preceding clause (III)
shall not be netted-off against any amount payable by Counterparty
under the immediately preceding clause (I)."
(n) "Termination Currency" means United States Dollars.
(o) Additional Termination Events. Additional Termination Events will apply:
(i) If, upon the occurrence of a Cap Disclosure Event (as defined in Part 5(l)(ii)] below)
Bear Stearns has not, within ten (10) calendar days after such Cap Disclosure Event
complied with any of the provisions set forth in Part 5 (l) below, then an Additional
Termination Event shall have occurred with respect to Bear Stearns, Bear Stearns shall be
the sole Affected Party and all Transactions hereunder shall be Affected Transaction.
(ii) If, without the prior written consent of Bear Stearns where such consent is required
under the Pooling and Servicing Agreement, an amendment or supplemental agreement is
made to the Pooling and Servicing Agreement which amendment or supplemental agreement
could reasonably be expected to have a material adverse effect on the interests of
Bear Stearns under this Agreement, an Additional Termination Event shall have
occurred with respect to Counterparty, Counterparty shall be the sole Affected Party
and all Transactions hereunder shall be Affected Transaction.
(iii) (A) If a S&P First Level Downgrade has occurred and is continuing and Bear
Stearns fails to take any action described under Part (5)(f)(i)(1),
within the time period specified therein, then an Additional
Termination Event shall have occurred with respect to Bear Stearns,
Bear Stearns shall be the sole Affected Party with respect to such
Additional Termination Event and all Transactions hereunder shall be
Affected Transaction.
(B) If a S&P Second Level Downgrade has occurred and is continuing and Bear
Stearns fails to take any action described under Part (5)(f)(i)(2)
within the time period specified therein, then an Additional
Termination Event shall have occurred with respect to Bear Stearns,
Bear Stearns shall be the sole Affected Party with respect to such
Additional Termination Event and all Transactions hereunder shall be
Affected Transaction.
(C) If (A) a Moody's Second Level Downgrade has not occurred and been
continuing for 30 or more Local Business Days and (B) Bear Stearns has
failed to comply with or perform any obligation to be complied with or
performed by Bear Stearns in accordance with the Credit Support Annex,
then an Additional Termination Event shall have occurred with respect
to Bear Stearns and Bear Stearns shall be the sole Affected Party with
respect to such Additional Termination Event.
(D) If (A) a Moody's Second Level Downgrade has occurred and been
continuing for 30 or more Local Business Days and (B) either (i) at
least one Eligible Replacement has made a Firm Offer to be the
transferee or (ii) at least one entity that satisfies the Moody's
Approved Ratings Threshold has made a Firm Offer to provide an Eligible
Guaranty in respect of all of Bear Stearns' present and future
obligations under this Agreement, then an Additional Termination Event
shall have occurred with respect to Bear Stearns, Bear Stearns shall be
the sole Affected Party with respect to such Additional Termination
Event and all Transactions hereunder shall be Affected Transaction.
(p) Limitation on Events of Default. Notwithstanding the terms of Sections 5 and 6 of the ISDA Form Master
Agreement, if at any time and so long as the Counterparty has satisfied in full all its payment
obligations under Section 2(a)(i) of the ISDA Form Master Agreement and has at the time no future payment
obligations, whether absolute or contingent, under such Section, then unless Bear Stearns is required
pursuant to appropriate proceedings to return to the Counterparty or otherwise returns to the Counterparty
upon demand of the Counterparty any portion of any such payment, (a) the occurrence of an event described
in Section 5(a) of the ISDA Form Master Agreement with respect to the Counterparty shall not constitute an
Event of Default or Potential Event of Default with respect to the Counterparty as Defaulting Party and
(b) Bear Stearns shall be entitled to designate an Early Termination Date pursuant to Section 6 of the
ISDA Form Master Agreement only as a result of the occurrence of a Termination Event set forth in either
Section 5(b)(i) or 5(b)(ii) of the ISDA Form Master Agreement with respect to Bear Stearns as the Affected
Party, or Section 5(b)(iii) with respect to Bear Stearns as the Burdened Party.
Part 2. Tax Matters
(a) Tax Representations.
(i) Payer Representations. For the purpose of Section 3(e) of this Agreement, each of Bear
Stearns and the Counterparty will make the following representations:
It is not required by any applicable law, as modified by the practice of any relevant
governmental revenue authority, of any Relevant Jurisdiction to make any deduction or
withholding for or on account of any Tax from any payment (other than interest under Section
2(e), 6(d)(ii) or 6(e) of this Agreement) to be made by it to the other party under this
Agreement. In making this representation, it may rely on:
(1) the accuracy of any representations made by the other party pursuant to
Section 3(f) of this Agreement;
(2) the satisfaction of the agreement contained in Sections 4(a)(i) and 4(a)(iii)
of this Agreement and the accuracy and effectiveness of any document provided by the
other party pursuant to Sections 4(a)(i) and 4(a)(iii) of this Agreement; and
(3) the satisfaction of the agreement of the other party contained in Section 4(d) of
this Agreement, provided that it shall not be a breach of this representation where
reliance is placed on clause (ii) and the other party does not deliver a form or
document under Section 4(a)(iii) of this Agreement by reason of material prejudice to
its legal or commercial position.
(ii) Payee Representations. For the purpose of Section 3(f) of this Agreement, each of
Bear Stearns and the Counterparty make the following representations.
The following representation will apply to Bear Stearns:
Bear Stearns is a corporation organized under the laws of the State of Delaware and
its U.S. taxpayer identification number is 13-3866307.
The following representation will apply to the Counterparty:
It is organized or formed under the laws of the State of New York and is a United States
resident for United States Federal Income tax purposes
Part 3. Agreement to Deliver Documents
For the purpose of Section 4(a) of this Agreement:
(i) Tax forms, documents, or certificates to be delivered are:
Party required to deliver Form/Document/ Date by which to
document Certificate be delivered
Bear Stearns An original properly completed (i) upon execution of this Agreement, (ii)
and executed United States on or before the first payment date under
Internal Revenue Service Form this Agreement, including any Credit Support
W-9 (or any successor thereto) Document, (iii) promptly upon the reasonable
with respect to any payments demand by Counterparty, (iv) prior to the
received or to be received by expiration or obsolescence of any previously
Bear Stearns, that eliminates delivered form, and (v) promptly upon the
U.S. federal withholding and information on any such previously delivered
backup withholding Tax on form becoming inaccurate or incorrect.
payments to Bear Stearns under
this Agreement.
Counterparty An original properly completed (i) on or before the first payment date
and executed United States under this Agreement, including any Credit
Internal Revenue Service Form Support Document, (ii) promptly upon the
W-9 including applicable reasonable demand by Bear Stearns, (iii)
attachments (or any successor prior to the expiration or obsolescence of
thereto) with respect to any any previously delivered form, and (iv)
payments received or to be promptly upon the information on any such
received by Counterparty. previously delivered form becoming
inaccurate or incorrect.
(ii) Other documents to be delivered are:
Party required to Form/Document/ Date by which to Covered by Section 3(d)
deliver document Certificate be delivered Representation
Bear Stearns and Any documents required by the Upon the execution and Yes
the Counterparty receiving party to evidence delivery of this
the authority of the Agreement and such
delivering party or its Credit Confirmation
Support Provider, if any, for
it to execute and deliver this
Agreement, any Confirmation,
and any Credit Support
Documents to which it is a
party, and to evidence the
authority of the delivering
party or its Credit Support
Provider to perform its
obligations under this
Agreement, such Confirmation
and/or Credit Support
Document, as the case may be
Bear Stearns and A certificate of an authorized Upon the execution and Yes
the Counterparty officer of the party, as to delivery of this
the incumbency and authority Agreement and such
of the respective officers of Confirmation
the party signing this
Agreement, any relevant Credit
Support Document, or any
Confirmation, as the case may
be
Bear Stearns An opinion of counsel of such Upon the execution and No
party regarding the delivery of this Agreement
enforceability of this
Agreement in a form reasonably
satisfactory to the other
party.
Counterparty An executed copy of the Concurrently with filing No
Pooling and Servicing Agreement of each draft of the
Pooling and Servicing
Agreement with the U.S.
Securities and Exchange
Commission
Part 4. Miscellaneous.
(a) Address for Notices: For the purposes of Section 12(a) of this Agreement:
Address for notices or communications to Bear Stearns:
Address: 383 Madison Avenue, New York, New York10179
Attention: DPC Manager
Facsimile: (212) 272-5823
with a copy to:
Address: One Metrotech Center North, Brooklyn, New York11201
Attention: Derivative Operations - 7th Floor
Facsimile: (212) 272-1634
(For all purposes)
Address for notices or communications to the Counterparty:
Address: Citibank, N.A.
388 Greenwich Street, 14th Floor
New York, NY10013
Attention: John Hannon
Facsimile: 212-816-5693
Phone: 212-816-5527
with a copy to:
Address: Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland21045
Attention: Client Manager / Bear Stearns ALT-A Trust 2007-1
Facsimile: 410-884-2000
Phone: 410-715-2380
(b) Process Agent. For the purpose of Section 13(c) of this Agreement:
Bear Stearns appoints as its
Process Agent: Not Applicable
The Counterparty appoints as its
Process Agent: Not Applicable
(c) Offices. The provisions of Section 10(a) of this Agreement will not apply to this Agreement;
neither Bear Stearns nor the Counterparty have any Offices other than as set forth in the Notices
Section.
(d) Multibranch Party. For the purpose of Section 10(c) of this Agreement:
Bear Stearns is not a Multibranch Party.
The Counterparty is not a Multibranch Party.
(e) Credit Support Document.
Bear Stearns: The Credit Support Annex and any guaranty in support of Bear Stearns' obligations under this
Agreement.
Counterparty: The Credit Support Annex.
(f) Credit Support Provider.
Bear Stearns: The guarantor under any guaranty in support of Bear Stearns'
obligations under this Agreement.
Counterparty: Not Applicable
(g) Governing Law. The parties to this Agreement hereby agree that the law of the State of New York
shall govern their rights and duties in whole, without regard to the conflict of law provisions
thereof other than New York General Obligations Law Sections 5-1401 and 5-1402.
(h) Jurisdiction. Section 13(b) is hereby amended by: (i) deleting in the second line of subparagraph
(i) thereof the word "non-", (ii) deleting "; and" from the end of subparagraph 1 and inserting
"." in lieu thereof, and (iii) deleting the final paragraph thereof.
(i) "Affiliate": Bear Stearns and Counterparty shall be deemed not to have any Affiliates for purposes
of this Agreement, including for purposes of Section 6(b)(ii) of this Agreement.
(j) Netting of Payments. The parties agree that subparagraph (ii) of Section 2(c) of this Agreement
will apply to each Transaction.
Part 5. Other Provisions
(a) Section 3 of this Agreement is hereby amended by adding at the end thereof the following subsection
(g):
"(g) Relationship Between Parties.
Each party represents to the other party on each date when it enters into a
Transaction that:
(1) Nonreliance. (i) It is acting for its own account, (ii) it is not relying on any
statement or representation of the other party regarding the Transaction (whether written
or oral), other than the representations expressly made in this Agreement or the
Confirmation in respect of that Transaction and (iii) it has consulted with its own
legal, regulatory, tax, business, investment, financial and accounting advisors to the
extent it has deemed necessary, (iv) it has made its own investment, hedging and trading
decisions based upon its own judgment and upon any advice from such advisors as it has
deemed necessary and not upon any view expressed by the other party, (v) it has made its
own independent decisions to enter into the Transaction and as to whether the Transaction
is appropriate or proper for it based upon its own judgment and upon advice from such
advisors as it has deemed necessary, (vi) it is not relying on any communication (written
or oral) of the other party as investment advice or as a recommendation to enter into
this Transaction; it being understood that information and explanations related to the
terms and conditions of this Transaction shall not be considered investment advice or a
recommendation to enter into this Transaction and (vii) it has not received from the
other party any assurance or guaranty as to the expected results of this Transaction.
(2) Evaluation and Understanding.
(i) It has the capacity to evaluate (internally or through independent
professional advice) the Transaction and has made its own decision to enter
into the Transaction; and
(ii) It understands the terms, conditions and risks of the Transaction and is
willing and able to accept those terms and conditions and to assume those
risks, financially and otherwise.
(3) Purpose. It is entering into the Transaction for the purposes of managing its borrowings
or investments, hedging its underlying assets or liabilities or in connection with a line
of business.
(4) Status of Parties. The other party is not acting as an agent, fiduciary or advisor for
it in respect of the Transaction.
(5) Eligible Contract Participant. It constitutes an "eligible contract participant" as such
term is defined in Section 1(a)12 of the Commodity Exchange Act, as amended.
(6) Line of Business. It has entered into this Agreement (including each Transaction
governed hereby) in conjunction with its line of business or the financing of its
business."
(b) Non-Recourse. Notwithstanding any provision herein or in this Agreement to the contrary, the
obligations of Counterparty hereunder are limited recourse obligations of Counterparty, payable solely
from the Distribution Account and the proceeds thereof, in accordance with the terms of the Pooling and
Servicing Agreement. In the event that the Distribution Account and proceeds thereof should be
insufficient to satisfy all claims outstanding and following the realization of the Distribution Account
and the proceeds thereof, any claims against or obligations of Counterparty under this Agreement or any
other confirmation thereunder still outstanding shall be extinguished and thereafter not revive. The
Counterparty shall not have liability for any failure or delay in making a payment hereunder to Bear
Stearns due to any failure or delay in receiving amounts in the Distribution Account from the Trust
created pursuant to the Pooling and Servicing Agreement.
(c) Severability. If any term, provision, covenant, or condition of this Agreement, or the
application thereof to any party or circumstance, shall be held to be invalid or unenforceable (in whole
or in part) for any reason, the remaining terms, provisions, covenants, and conditions hereof shall
continue in full force and effect as if this Agreement had been executed with the invalid or unenforceable
portion eliminated, so long as this Agreement as so modified continues to express, without material
change, the original intentions of the parties as to the subject matter of this Agreement and the deletion
of such portion of this Agreement will not substantially impair the respective benefits or expectations of
the parties.
The parties shall endeavor to engage in good faith negotiations to replace any invalid or unenforceable
term, provision, covenant or condition with a valid or enforceable term, provision, covenant or condition,
the economic effect of which comes as close as possible to that of the invalid or unenforceable term,
provision, covenant or condition.
(d) Consent to Recording. Each party hereto consents to the monitoring or recording, at any time and
from time to time, by the other party of any and all communications between officers or employees of the
parties, waives any further notice of such monitoring or recording, and agrees to notify its officers and
employees of such monitoring or recording.
(e) Waiver of Jury Trial. Each party waives any right it may have to a trial by jury in respect of
any Proceedings relating to this Agreement or any Credit Support Document.
(f) Rating Agency Downgrade.
(i) S&P Downgrade:
(1) In the event that a S&P First Level Downgrade occurs and is continuing, then within 30
days after such rating downgrade, Bear Stearns shall, subject to the Rating Agency
Condition with respect to S&P, at its own expense, either (i) procure a Permitted
Transfer, (ii) obtain an Eligible Guaranty or (iii) post collateral in accordance with
the Credit Support Annex.
(2) In the event that a S&P Second Level Downgrade occurs and is continuing, then within 10
Local Business Days after such rating withdrawal or downgrade, Bear Stearns shall,
subject to the Rating Agency Condition with respect to S&P, at its own expense, either
(i) procure a Permitted Transfer or (ii) obtain an Eligible Guaranty.
(ii) Moody's Downgrade.
(1) In the event that a Moody's Second Level Downgrade occurs and is continuing, Bear Stearns
shall as soon as reasonably practicable thereafter, at its own expense and using
commercially reasonable efforts, either (i) procure a Permitted Transfer or (ii) obtain
an Eligible Guaranty.
(g) Payment Instructions. Bear Stearns hereby agrees that, unless notified in writing by the Counterparty
of other payment instructions, any and all amounts payable by Bear Stearns to the Counterparty under this
Agreement shall be paid to the Securities Administrator at the account specified herein.
(h) Amendment.. No amendment, waiver, supplement or other modification of this Transaction shall be
permitted by either party unless (i) each of S&P and Moody's have been provided notice of the same and
(ii) such amendment, waiver, supplement, assignment or other modification satisfies the Rating Agency
Condition.
(i) Transfer.
(i) The first paragraph of Section 7 is hereby amended in its entirety as follows:
"Subject to Section 6(b)(ii), Part 5(f) and Part 5(j), neither this Agreement nor any
interest or obligation in or under this Agreement may be transferred (whether by way of
security or otherwise) without (a) the prior written consent of the other party (which
consent shall be deemed given by Counterparty if the transfer, novation or assignment is
to an Eligible Replacement and such Eligible Replacement provides an indemnity with
respect to Regulation AB matters that is satisfactory to the Depositor) and (b)
satisfaction of the Rating Agency Condition with respect to S&P, except that:"
(ii) If an entity has made a Firm Offer (which remains an offer that will become legally
binding upon acceptance by Counterparty) to be the transferee of a transfer, Counterparty shall,
at Bear Stearns' written request and at Bear Stearns' expense, take any reasonable steps required
to be taken by Counterparty to effect such transfer.
(j) Transfer to Avoid Termination Event. Section 6(b)(ii) is hereby amended by (i) deleting the words "or
if a Tax Event Upon Merger occurs and the Burdened Party is the Affected Party," and (ii) deleting the last
paragraph thereof and inserting the following:
"Notwithstanding anything to the contrary in Section 7 (as amended herein) and Part 5(i), any
transfer by Bear Stearns under this Section 6(b)(ii) shall not require the consent of
Counterparty; provided that:
(i) the transferee (the "Transferee") is an Eligible Replacement and such Eligible
Replacement provides an indemnity with respect to Regulation AB matters that is satisfactory to
the Depositor;
(ii) if the Transferee is domiciled in a different country or political subdivision thereof
from both Bear Stearns and Counterparty, such transfer satisfies the Rating Agency
Condition;
(iii) the Transferee will not, as a result of such transfer, be required on the next
succeeding Scheduled Payment Date to withhold or deduct on account of any Tax (except
in respect of default interest) amounts in excess of that which Bear Stearns would, on
the next succeeding Scheduled Payment Date have been required to so withhold or deduct
unless the Transferee would be required to make additional payments pursuant to
Section 2(d) (i)(4) corresponding to such excess;
(iv) a Termination Event or Event of Default does not occur as a result of such transfer;
and
(v) the Transferee confirms in writing that it will accept all of the interests and
obligations in and under this Agreement which are to be transferred to it in
accordance with the terms of this provision.
On and from the effective date of any such transfer to the Transferee, Bear Stearns will be fully
released from any and all obligations hereunder."
(k) Proceedings. Bear Stearns shall not institute against or cause any other person to institute
against, or join any other person in instituting against, the Counterparty, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any
federal or state bankruptcy, dissolution or similar law, for a period of one year and one day (or, if
longer, the applicable preference period) following indefeasible payment in full of the Group I Offered
Certificates and Class I-B-4 Certificates (each as defined in the Pooling and Servicing Agreement) (the
"Certificates").
(l) Compliance with Regulation AB.
(i) Bear Stearns agrees and acknowledges that Structured Asset Mortgage Investments II Inc.(the
"Depositor") is required under Regulation AB as defined under the Pooling and Servicing Agreement,
to disclose certain financial information regarding Bear Stearns or its group of affiliated
entities, if applicable, depending on the aggregate "significance percentage" of this Agreement
and any other derivative contracts between Bear Stearns or its group of affiliated entities, if
applicable, and Counterparty, as calculated from time to time in accordance with Item 1115 of
Regulation AB.
(ii) It shall be a cap disclosure event ("Cap Disclosure Event") if, on any Business Day after the date
hereof, the Depositor requests from Bear Stearns the applicable financial information described in
Item 1115 of Regulation AB (such request to be based on a reasonable determination by Depositor,
in good faith, that such information is required under Regulation AB) (the "Cap Financial
Disclosure").
(iii)Upon the occurrence of a Cap Disclosure Event, Bear Stearns, within 10 calendar days, at its own
expense, shall (1)(a) either (i) provide to Depositor the current Cap Financial Disclosure in an
EDGAR-compatible format (for example, such information may be provided in Microsoft Word® or
Microsoft Excel® format but not in .pdf format) or (ii) provide written consent to Depositor to
incorporation by reference of such current Cap Financial Disclosure that are filed with the
Securities and Exchange Commission in the reports of the Trust filed pursuant to the Exchange Act,
(b) if applicable, cause its outside accounting firm to provide its consent to filing or
incorporation by reference of such accounting firm's report relating to their audits of such
current Cap Financial Disclosure in the Exchange Act Reports of the Depositor, and (c) provide to
the Depositor any updated Cap Financial Disclosure with respect to Bear Stearns or any entity that
consolidates Bear Stearns within five days of the release of any such updated Cap Financial
Disclosure; (2) secure another entity to replace Bear Stearns as party to this Agreement on terms
substantially similar to this Agreement, which entity (or a guarantor therefor) meets or exceeds
the Moody's Approved Ratings Thresholds and S&P Approved Ratings Threshold and which satisfies the
Rating Agency Condition and which entity is able to comply with the requirements of Item 1115 of
Regulation AB, or (3) obtain a guaranty of Bear Stearns' obligations under this Agreement from an
affiliate of Bear Stearns that is able to comply with the financial information disclosure
requirements of Item 1115 of Regulation AB, and cause such affiliate to provide Cap Financial
Disclosure and any future Cap Financial Disclosure, such that disclosure provided in respect of
such affiliate will satisfy any disclosure requirements applicable to the Cap Provider. If
permitted by Regulation AB, any required Cap Financial Disclosure may be provided by incorporation
by reference from reports filed pursuant to the Exchange Act.
(iv) Bear Stearns agrees that, in the event that Bear Stearns provides Cap Financial Disclosure to
Depositor in accordance with Part 5(l)(iii)(1) or causes its affiliate to provide Cap Financial
Disclosure to Depositor in accordance with clause Part 5(l)(iii)(3), it will indemnify and hold
harmless Depositor, its respective directors or officers and any person controlling Depositor,
from and against any and all losses, claims, damages and liabilities caused by any untrue
statement or alleged untrue statement of a material fact contained in such Cap Financial
Disclosure or caused by any omission or alleged omission to state in such Cap Financial Disclosure
a material fact required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading.
(v) If the Depositor reasonably requests, Bear Stearns shall provide such other information as may be
necessary for Depositor to comply with Item 1115 of Regulation AB.
(vi) The Depositor shall be an express third party beneficiary of this Agreement as if a party hereto
to the extent of the Depositor's rights explicitly specified in this Part 5(l).
(m) Trustee Liability Limitations. It is expressly understood and agreed by the parties hereto that:
(i) this Agreement is executed and delivered by Citibank, N.A., not in its individual capacity but
solely as Trustee under the Pooling and Servicing Agreement
(ii) each of the representations, undertakings and agreements herein made on the part of the
Counterparty is made and intended not as a personal representation, undertaking or agreement of
Citibank, N.A. but is made and intended for the purpose of binding only the Counterparty;
(iii) nothing herein contained shall be construed as imposing any liability upon Citibank,
N.A., individually or personally, to perform any covenant either expressed or implied contained
herein, all such liability, if any, being expressly waived by the parties hereto and by any Person
claiming by, through or under the parties hereto; provided that nothing in this paragraph shall
relieve Citibank, N.A. from performing its duties and obligations under the Pooling and Servicing
Agreement in accordance with the standard of care set forth therein;
(iv) under no circumstances shall the Trustee in its individual capacity be personally liable for the
payment of any indebtedness or expenses of the Counterparty or be liable for the breach or failure
of any obligation, representation, warranty or covenant made or undertaken by the Counterparty
under this Agreement or any other related documents, other than due to its negligence or willful
misconduct in performing the obligations of the Trustee under the Pooling and Servicing Agreement;
(v) any resignation or removal of Citibank, N.A. as trustee on behalf of the Bear Stearns ALT-A Trust
2007-1 shall require the assignment of this agreement to an eligible Trustee replacement;
(vi) The Trustee has been directed, pursuant to the Pooling and Servicing Agreement, to enter into this
Agreement and to perform its obligations hereunder.
(n) Substantial Financial Transaction. Each party hereto is hereby advised and acknowledges that the
other party has engaged in (or refrained from engaging in) substantial financial transactions and has
taken (or refrained from taking) other material actions in reliance upon the entry by the parties into the
Transaction being entered into on the terms and conditions set forth herein and in the Confirmation
relating to such Transaction, as applicable. This paragraph shall be deemed repeated on the trade date of
each Transaction.
(o) Set-Off. Except as expressly provided for in Section 2(c), Section 6 or Part 1(m)(E) hereof, and
notwithstanding any other provision of this Agreement or any other existing or future agreement, each
party irrevocably waives any and all rights it may have to set off, net, recoup or otherwise withhold or
suspend or condition payment or performance of any obligation between it and the other party hereunder
against any obligation between it and the other party under any other agreements. Section 6(e) shall be
amended by deleting the following sentence: "The amount, if any, payable in respect of an Early
Termination Date and determined pursuant to this Section will be subject to any Set-off."
(p) Counterparts. This Agreement may be executed in several counterparts, each of which shall be
deemed an original but all of which together shall constitute one and the same instrument.
(q) Additional Defined Terms.
(i) Capitalized terms used but nor defined herein shall have the meanings ascribed to such terms in
the Pooling and Servicing Agreement.
(ii) Additional Definitions:
"Eligible Guaranty" means an unconditional and irrevocable guaranty of all present and future
payment obligations and obligations to post collateral of Bear Stearns or an Eligible
Replacement to Counterparty under this Agreement that is provided by an Eligible Guarantor as
principal debtor rather than surety and that is directly enforceable by Counterparty, the form
and substance of which guaranty are subject to the Rating Agency Condition with respect to S&P.
"Eligible Guarantor" means an entity that has credit ratings at least equal to the Moody's
Required Ratings Threshold and S&P Approved Ratings Threshold.
"Eligible Replacement" means an entity that either (i) satisfies the S&P Approved Ratings
Threshold and the Moody's Required Ratings Threshold or (ii) provides an Eligible Guaranty from
an Eligible Guarantor.
"Firm Offer" means an offer which, when made, is capable of becoming legally binding upon
acceptance.
"Moody's" means Moody's Investors Service, Inc., or any successor.
"Moody's Approved Ratings Threshold" means, with respect to (i) Bear Stearns, a Moody's
counterparty rating of "A1" or above and (ii) with respect to any other entity (or its guarantor),
(x) if such entity has both a long-term unsecured and unsubordinated debt rating or counterparty
rating from Moody's and a short-term unsecured and unsubordinated debt rating from Moody's, a
long-term unsecured and unsubordinated debt rating or counterparty rating from Moody's of "A2" or
above and a short-term unsecured and unsubordinated debt rating from Moody's of "Prime-1" or
above, or (y) if such entity has only a long-term unsecured and unsubordinated debt rating or
counterparty rating from Moody's, a long-term unsecured and unsubordinated debt rating or
counterparty rating from Moody's of "A1" or above.
"Moody's First Level Downgrade" means that no Relevant Entity satisfies the Moody's Approved
Rating Threshold.
"Moody's Required Ratings Threshold" means, with respect to (i) Bear Stearns, a counterparty
rating of "A3" or above and (ii) with respect to any other entity (or its guarantor), (x) if such
entity has both a long-term unsecured and unsubordinated debt rating or counterparty rating from
Moody's and a short-term unsecured and unsubordinated debt rating from Moody's, a long-term
unsecured and unsubordinated debt rating or counterparty rating from Moody's of "A3" or above or a
short-term unsecured and unsubordinated debt rating from Moody's of "Prime-2" or above, or (y) if
such entity has only a long-term unsecured and unsubordinated debt rating or counterparty rating
from Moody's, a long-term unsecured and unsubordinated debt rating or counterparty rating from
Moody's of "A3" or above.
"Moody's Second Level Downgrade" means that no Relevant Entity satisfies the Moody's Required
Ratings Threshold.
"Permitted Transfer" means a transfer by novation by Bear Stearns to an entity (the "Transferee")
of all, but not less than all, of Bear Stearns' rights, liabilities, duties and obligations under
this Agreement, with respect to which transfer each of the following conditions is satisfied: (a)
the Transferee is an Eligible Replacement that is a recognized dealer in interest rate caps
organized under the laws of the United States of America or a jurisdiction located in the United
States of America (or another jurisdiction reasonably acceptable to Counterparty), (b) an Event
of Default or Termination Event would not occur as a result of such transfer, (c) pursuant to a
written instrument (the "Transfer Agreement"), the Transferee acquires and assumes all rights and
obligations of Bear Stearns under the Agreement and the relevant Transaction, (d) Bear Stearns
will be responsible for any costs or expenses incurred in connection with such transfer
(including any replacement cost of entering into a replacement transaction); (e) either (A)
Moody's has been given prior written notice of such transfer and the Rating Agency Condition is
satisfied with respect to S&P or (B) each Rating Agency has been given prior written notice of
such transfer and such transfer is in connection with the assignment and assumption of this
Agreement without modification of its terms, other than party names, dates relevant to the
effective date of such transfer, tax representations and any other representations regarding the
status of the substitute counterparty, notice information and account details and other similar
provisions; and (f) such transfer otherwise complies with the terms of the Pooling and Servicing
Agreement.
"Rating Agency" means each of Moody's and S&P.
"Rating Agency Condition" means, with respect to any particular proposed act or omission to act
hereunder that the party acting or failing to act must consult with each Rating Agency then
providing a rating of the Certificates and any Notes and receive from each such Rating Agency a
prior written confirmation that the proposed action or inaction would not cause a downgrade or
withdrawal of its then-current rating of the Certificates.
"Relevant Entity" means Bear Stearns and any Eligible Guarantor under an Eligible Guaranty with
respect to Bear Stearns.
"Replacement Transaction" means, with respect to any Terminated Transaction or group of Terminated
Transactions, a transaction or group of transactions that (i) would have the effect of preserving
for Counterparty the economic equivalent of any payment or delivery (whether the underlying
obligation was absolute or contingent and assuming the satisfaction of each applicable condition
precedent) by the parties under Section 2(a)(i) in respect of such Terminated Transaction or group
of Terminated Transactions that would, but for the occurrence of the relevant Early Termination
Date, have been required after that Date, and (ii) has terms which are substantially the same as
this Agreement, including, without limitation, rating triggers, Regulation AB compliance, and
credit support documentation, as determined by Counterparty in its sole discretion, acting in a
commercially reasonable manner.
"S&P" means Standard & Poor's, a division of The McGraw-Hill Companies, Inc.
"S&P Approved Ratings Threshold" means with respect to (i) Bear Stearns, a counterparty rating of
"A+" or above and (ii) with respect to any other entity (or its guarantor), a short-term unsecured
and unsubordinated debt rating from S&P of "A-1" or above, or, if such entity does not have a
short-term unsecured and unsubordinated debt rating from S&P, a long-term unsecured and
unsubordinated debt rating from S&P of "A+ or above.
"S&P First Level Downgrade" means that no Relevant Entity satisfies the S&P Approved Rating
Threshold.
"S&P Required Ratings Threshold" means with respect to (i) Bear Stearns, a counterparty rating of
"BBB" or above and (ii) with respect to any other entity (or its guarantor), a long-term unsecured
and unsubordinated debt rating from S&P of "BBB-" or above.
"S&P Second Level Downgrade" means that no Relevant Entity satisfies the S&P Required Rating
Thresholds.
(r) Agent for Counterparty. Bear Stearns acknowledges that the Counterparty has appointed the
Securities Administrator under the Pooling and Servicing Agreement to carry out certain functions on
behalf of Counterparty, and that the Securities Administrator shall be entitled to give notices and to
perform and satisfy the obligations of Counterparty hereunder on behalf of Counterparty.
(s) Rating Agency Notifications. Except as otherwise provided herein, no Early Termination Date
shall be effectively designated hereunder shall be made by either party unless each Rating Agency has been
given prior written notice of such designation.
IN WITNESS WHEREOF, the parties have executed this Schedule by their duly authorized officers as of the
date hereof.
BEAR STEARNS FINANCIAL PRODUCTS INC.
By:_______________________________
Name:
Title:
Bear Stearns ALT-A Trust 2007-1
By Citibank, N.A., not individually but solely as Trustee
By:_______________________________
Name:
Title:
UNILATERAL CSA SCHEDULE
Pledgor: BEAR STEARNS FINANCIAL PRODUCTS INC. (the "Pledgor")
Secured Party: Citibank, N.A., not individually but solely as Trustee for Bear Stearns ALT-A Trust
2007-1 (the "Secured Party")
Paragraph 13. Elections and Variables
(a) Security Interest for "Obligations". The term "Obligations" as used in this Annex includes no
"additional obligations" within the meaning of Paragraph 12.
(b) Credit Support Obligations.
(i) Delivery Amount, Return Amount and Credit Support Amount.
(1) Delivery Amount. Paragraph 3(a) shall be amended by replacing the words "upon a
demand made by the Secured Party on or promptly following a Valuation Date" with the words
"on each Valuation Date". The "Delivery Amount" with respect to Pledgor for any Valuation
Date shall equal the greatest of:
(A) the amount by which the S&P Collateral Amount exceeds the S&P Value on such
Valuation Date of all Posted Credit Support held by the Secured Party;
(B) the amount by which the Moody's First Level Collateral Amount exceeds the
Moody's First Level Value on such Valuation Date of all Posted Credit Support held
by the Secured Party.
(C) the amount by which the Moody's Second Level Collateral Amount exceeds the
Moody's Second Level Value on such Valuation Date of all Posted Credit Support
held by the Secured Party.
(2) "Return Amount" applicable to Secured Party for any Valuation Date shall equal
the least of:
(A) the amount by which the S&P Value on such Valuation Date of all Posted Credit
Support held by the Secured Party exceeds the S&P Collateral Amount;
(B) the amount by which the Moody's First Level Value on such Valuation Date of
all Posted Credit Support held by the Secured Party exceeds the Moody's First
Level Collateral Amount.
(C) the amount by which the Moody's Second Level Value on such Valuation Date of
all Posted Credit Support held by the Secured Party exceeds the Moody's Second
Level Collateral Amount.
(3) "Credit Support Amount" shall be deleted in its entirety.
(ii) Eligible Collateral. The items set forth on the Collateral Schedule attached as
Schedule A hereto will qualify as "Eligible Collateral" for the party specified.
(iii) Other Eligible Support. None
(iv) Thresholds.
(A) "Independent Amount" means:
Pledgor: Not applicable.
Secured Party: Not applicable.
(B) "Threshold" means:
Pledgor: Not applicable.
Secured Party: Not applicable.
(C) "Minimum Transfer Amount" means USD100,000; provided, that if the aggregate
Certificate Principal Balance Certificatesrated by S&P is less than USD 50,000,000,
the "Minimum Transfer Amount" shall mean USD 50,000.
(D) Rounding. The Delivery Amount will be rounded up and the Return Amount will be
rounded down to the nearest integral multiple of USD10,000.
(c) Valuation and Timing.
(i) "Valuation Agent" means Pledgor.
(ii) "Valuation Date" means each Local Business Day(1).
(iii) "Valuation Time" means the close of business on the Local Business Day in the city where
the Valuation Agent is located immediately preceding the Valuation Date or date of
calculation, as applicable; provided that the calculations of Value and Exposure will be
made as of approximately the same time on the same date.
(iv) "Notification Time" means 11:00 A.M. (New York time).
(v) Transfer Timing and Calculations. Paragraphs 4(b) and 4(c) are hereby amended and restated
in entirety as set forth below.
"(b) Transfer Timing. Subject to Paragraphs 4(a) and 5 and unless otherwise
specified, if a demand for the Transfer of Eligible Credit Support or Posted
Credit Support is made by the Notification Time, then the relevant Transfer
will be made not later than the close of business on the Valuation Date; if a
demand is made after the Notification Time, then the relevant Transfer will be
made not later than the close of business on the next Local Business Day
thereafter.
(c) Calculations. All calculations of Value and Exposure for purposes of
Paragraphs 3 and 6(d) will be made by the Valuation Agent as of the Valuation
Time. The Valuation Agent will notify each party (or the other party, if the
Valuation Agent is a party) of its calculations not later than the
Notification Time on the applicable Valuation Date (or in the case of
Paragraph 6(d), the Local Business Day following the day on which such
relevant calculations are performed)."
(d) Conditions Precedent. There shall be no "Specified Condition" with respect to either party for
purposes of this Annex.
________________________
(1) If not daily valuations, changes are required in the collateral amounts and valuation percentages
(e) Substitution
(i) "Substitution Date" means (A) the Local Business Day on which the Secured Party
receives the Substitute Credit Support, if notice of substitution is received by the
Notification Time on such date, and (B) the Local Business Day following the date on which
the Secured Party receives the Substitute Credit Support, if notice of substitution is
received after the Notification Time.
(ii) Consent of Secured Party for Substitution. Inapplicable.
(iii) Amendment of Paragraph 4(d)(ii). Paragraph 4(d)(ii) is amended and restated in its
entirety as set forth below:
"(ii) subject to Paragraph 4(a) of this Annex, the Secured Party will Transfer
the items of Posted Credit Support specified by the Pledgor in its notice not
later than the close of business on the Substitution Date, provided, however,
that if the Secured Party shall not have received the Substitute Credit
Support prior to 1:00 P.M. (New York time) on the Substitution Date, then the
Secured Party shall Transfer the applicable items of Posted Credit Support not
later than the close of business on the Local Business Day immediately
following the day on which the Secured Party receives the Substitute Credit
Support. Notwithstanding the foregoing, the Secured Party will only be
obligated to Transfer Posted Credit Support with a Value as of the
Substitution Date equal to the Value of the Substitute Credit Support
delivered by the Pledgor in exchange therefor."
(f) Dispute Resolution.
(i) "Resolution Time" means 12:00 noon, New York time, on the Local Business Day for both
parties following the date the Disputing Party gives notice of a dispute pursuant to
Paragraph 5.
(ii) Value. For the purpose of Paragraphs 5(i)(C) and 5(ii), disputes over the Value of Posted
Credit Support will be resolved by the Valuation Agent seeking bid-side quotations as of
the relevant Recalculation Date or date of Transfer, as applicable, from three parties that
regularly act as dealers in the securities in question. The Value will be the arithmetic
mean of the quotations obtained by the Valuation Agent, multiplied by the applicable
Valuation Percentage, if any. If no quotations are available for a particular security,
then the Valuation Agent's original calculation of Value thereof will be used for that
security.
(iii) Alternative. Subject to item (iv) below, the provisions of Paragraph 5 will apply.
(iv) Modification of Paragraph 5. The introductory paragraph of Paragraph 5 shall be amended
and restated to read in its entirety as follows:
"If a party (a 'Disputing Party') disputes (I) the Valuation Agent's
calculation of a Delivery Amount or a Return Amount or (II) the Value of any
Transfer of Eligible Credit Support or Posted Credit Support, then:
(A) the Disputing Party will (x) notify the other party and,
if applicable, the Valuation Agent of the amount it is disputing, (y) indicate
what it believes the correct amount to be and (z) provide a statement showing,
in reasonable detail, how it arrived at such amount and the appropriate party
will deliver the undisputed amount to the other party not later than
(i) (a) the close of business on the Valuation Date, if the demand made under
Paragraph 3 in the case of (I) above is made by the Notification Time, or
(b) the close of business of the Local Business Day following the date on
which the demand is made under Paragraph 3 in the case of (I) above, if such
demand is made after the Notification Time, or (ii) the close of business of
the date of Transfer, in the case of (II) above;
(B) the parties will consult with each other and provide such information as
the other party shall reasonably request in an attempt to resolve the dispute;
and
(C) if they fail to resolve the dispute by the Resolution Time, then:"
(g) Holding and Using Posted Collateral.
(i) Eligibility to Hold Posted Collateral; Custodians.
(1) The Secured Party and its Custodian (if any) will be entitled to hold Posted Collateral
pursuant to Paragraph 6(b), provided that the following conditions applicable to it are
satisfied:
(A) it is not a Defaulting Party;
(B) Posted Collateral consisting of Cash or certificated securities that cannot be
paid or delivered by book-entry may be held only in any state of the United States
which has adopted the Uniform Commercial Code;
(C) the short-term rating of any Custodian shall be at least "A-1" by S&P
(2) There shall be no Custodian for Pledgor.
(ii) Use of Posted Collateral. The provisions of Paragraph 6(c) will not apply to Secured Party
and Secured Party will not have any right to use the Posted Collateral or take any action
specified in Paragraph 6(c).
(h) Distributions and Interest Amount.
(i) Interest Rate. The "Interest Rate" will be the "Federal Funds (Effective)" rate as
such rate is displayed on Telerate page 118 for such day under the caption
"Effective".
(ii) Amendment of Paragraph 6(d)(i) - Distributions. Clause (d)(i) of Paragraph 6 shall
be amended and restated to read in its entirety as follows:
"(i) Distributions. If the Secured Party receives Distributions on a Local
Business Day, it will Transfer to Pledgor not later than the following Local
Business Day any Distributions it receives."
(iii) Amendment of Paragraph 6(d)(ii) - Interest Amount. Clause (d)(ii) of
Paragraph 6 shall be amended and restated to read in its entirety as follows:
"(ii) Interest Amount. In lieu of any interest, dividends or other amounts
paid with respect to Posted Collateral in the form of Cash (all of which may
be retained by the Secured Party), the Secured Party will Transfer to the
Pledgor on the 20th day of each calendar month (or if such day is not a Local
Business Day, the next Local Business Day) the Interest Amount. Any Interest
Amount or portion thereof not Transferred pursuant to this Paragraph will
constitute Posted Collateral in the form of Cash and will be subject to the
security interest granted under Paragraph 2. For purposes of calculating the
Interest Amount the amount of interest calculated for each day of the interest
period shall be compounded monthly." Secured Party shall not be obligated to
transfer any Interest Amount unless and until it has received such amount.
(i) Demands and Notices.
All demands, specifications and notices under this Annex will be made pursuant to the Notices
Section of this Agreement.
(j) Addresses for Transfers.
Pledgor: To be provided in writing by Pledgor to Secured Party.
Secured Party: Wells Fargo Bank, N.A. as Custodian for the Secured Party
9062 Old Annapolis Road
Columbia, Maryland21045
Attn: Client Manager - Bear Stearns ALT-A 2007-1
(k) Other Provision(s).
(i) Amendment of Paragraph 7 - Events of Default. Clause (iii) of Paragraph 7 shall not
apply to Secured Party.
(ii) Non-Reliance. Notwithstanding the obligations of the Secured Party under Paragraph
6(a), and without limiting the generality of the final sentence of Paragraph 6(a), each
party, as Pledgor, acknowledges that it has the means to monitor all matters relating to
all valuations, payments, defaults and rights with respect to Posted Collateral without the
need to rely on the other party, in its capacity as Secured Party, and that, given the
provisions of this Annex on substitution, responsibility for the preservation of the rights
of the Pledgor with respect to all such matters is reasonably allocated hereby to the
Pledgor.
(iii) Agreement as to Single Secured Party and Pledgor. Each of Pledgor and Secured Party agree
that, notwithstanding anything to the contrary in the recital to this Annex, Paragraph
1(b) or Paragraph 2 or the definitions in Paragraph 12, (a) the term "Secured Party" as
used in this Annex means only Secured Party, (b) the term "Pledgor" as used in this
Annex means only Pledgor, (c) only Pledgor makes the pledge and grant in Paragraph 2,
the acknowledgement in the final sentence of Paragraph 8(a) and the representations in
Paragraph 9 and (d) only Pledgor will be required to make Transfers of Eligible Credit
Support hereunder.
(iv) Trustee. The Trustee is hereby authorized to (i) make demands on behalf of the Secured
Party pursuant to Paragraph 3 hereunder and (ii) provide notice on behalf of the Secured
Party pursuant to Paragraph 7 hereunder.
(v) Collateral Account. Secured Party or Custodian shall at all times maintain all Posted
Collateral in a segregated trust account.
(vi) External Calculations. At any time at which Pledgor (or, to the extent applicable, its
Credit Support Provider) does not have a long-term unsubordinated and unsecured debt
rating of at least "BBB+" from S&P, the Valuation Agent shall (at its own expense)
obtain external calculations of the Secured Party's Exposure from at least two Reference
Market-makers on the last Local Business Day of each calendar month. Any determination
of the S&P Collateral Amount shall be based on the greatest of the Secured Party's
Exposure determined by the Valuation Agent and such Reference Market-makers. Such
external calculation may not be obtained from the same Reference Market-maker more than
four times in any 12-month period.
(vii) Notice to S&P. At any time at which Pledgor (or, to the extent applicable, its Credit
Support Provider) does not have a long-term unsubordinated and unsecured debt rating of
at least "BBB+" from S&P, the Valuation Agent shall provide to S&P not later than the
Notification Time on the Local Business Day following each Valuation Date its
calculations of the Secured Party's Exposure and the Value of any Eligible Credit
Support or Posted Credit Support for that Valuation Date. The Valuation Agent shall
also provide to S&P any external marks of the Secured Party's Exposure.
(viii) Expenses. Pledgor shall be responsible for all reasonable costs and expenses incurred by
Secured Party in connection with the Transfer of any Eligible Collateral under this
Annex.
(ix) Additional Defined Terms.
"DV01" means, with respect to a Transaction and any date of determination, the sum of the
estimated change in the Secured Party's Exposure with respect to such Transaction that
would result from a one basis point change in the relevant cap curve on such date, as
determined by the Valuation Agent in good faith and in a commercially reasonable manner.
The Valuation Agent shall, upon request of Secured Party, provide to Secured Party a
statement showing in reasonable detail such calculation.
"Moody's First Level Additional Collateralized Amount" means, with respect to any
Transaction, the lesser of (x) the product of 15 and DV01 for such Transaction and such
Valuation Date and (y) the product of 2% and the Notional Amount for such Transaction for
the Calculation Period which includes such Valuation Date.
"Moody's First Level Collateral Amount" means, (A) for any Valuation Date on which (I) a
Moody's First Level Downgrade has occurred and has been continuing (x) for at least 30
Local Business Days or (y) since this Annex was executed and (II) it is not the case that
a Moody's Second Level Downgrade has occurred and been continuing for at least 30 Local
Business Days, an amount equal to the greater of (a) zero and (b) the sum of the Secured
Party's aggregate Exposure for all Transactions and the aggregate of Moody's First Level
Additional Collateralized Amounts for each Transaction and (B)for any other Valuation
Date, zero.
"Moody's First Level Value" means, for any date that the Moody's First Level Collateral
Amount is determined and the Value of any Eligible Collateral or Posted Collateral that is
a security, the bid price for such security obtained by the Valuation Agent multiplied by
the Moody's First Level Valuation Percentage for such security set forth on Schedule A
hereto.
"Moody's Second Level Additional Collateralized Amount" means, with respect to any
Transaction,
(1) if such Transaction is not a Transaction-Specific Hedge, the lesser of (i) the
product of the 50 and DV01 for such Transaction and such Valuation Date and (ii) the
product of 8% and the Notional Amount for such Transaction for the Calculation Period
(as defined in the related Transaction) which includes such Valuation Date; or
(2) if such Transaction is a Transaction-Specific Hedge, the lesser of (i) the product
of the 65 and DV01 for such Transaction and such Valuation Date and (ii) the product
of 10% and the Notional Amount for such Transaction for the Calculation Period (as
defined in the related Transaction) which includes such Valuation Date.
"Moody's Second Level Collateral Amount" means, (A) for any Valuation Date on which it is
the case that a Moody's Second Level Downgrade has occurred and been continuing for at
least 30 Local Business Days, an amount equal to the greatest of (a) zero, (b) the
aggregate amount of the Next Payments for all Next Payment Dates and (c) the sum of the
Secured Party's aggregate Exposure and the aggregate of Moody's Second Level Additional
Collateralized Amounts for each Transaction and (B) for any other Valuation Date, zero.
"Moody's Second Level Value" means, for any date that the Moody's Second Level Collateral
Amount is determined and the Value of any Eligible Collateral or Posted Collateral that is
a security, the bid price for such security obtained by the Valuation Agent multiplied by
the Moody's Second Level Valuation Percentage for such security set forth on Schedule A
hereto.
"Next Payment" means, in respect of each Next Payment Date, the greater of (i) the amount
of any payments due to be made by the Pledgor pursuant to Section 2(a) on such Next
Payment Date less any payments due to be made by the Secured Party under Section 2(a) on
such Next Payment Date (in each case, after giving effect to any applicable netting under
Section 2(c)) and (ii) zero.
"Next Payment Date" means the next scheduled payment date under any Transaction.
"Remaining Weighted Average Maturity" means, with respect to a Transaction, the expected
weighted average maturity for such Transaction as determined by the Valuation Agent.
"S&P Collateral Amount" means, (A) for any Valuation Date on which a S&P First Level
Downgrade has occurred and been continuing for at least 30 days or on which a S&P Second
Level Downgrade has occurred and is continuing, an amount equal to the sum of (1) 100.0%
of the Secured Party's Exposure for such Valuation Date and (2) the product of the
Volatility Buffer for each Transaction and the Notional Amount of such Transaction for the
Calculation Period (as defined in the related Transaction) of such Transaction which
includes such Valuation Date, or (B) for any other Valuation Date, zero.
"S&P Value" means, for any date that the S&P Collateral Amount is determined and the Value
of any Eligible Collateral or Posted Collateral that is a security, the bid price for such
security obtained by the Valuation Agent multiplied by the S&P Valuation Percentage for
such security set forth on Schedule A hereto.
"Transaction-Specific Hedge" means any Transaction that is a cap, floor or swaption or a
Transaction in respect of which (x) the notional amount of the interest rate swap is
"balance guaranteed" or (y) the notional amount of the interest rate swap for any
Calculation Period otherwise is not a specific dollar amount that is fixed at the
inception of the Transaction.
"Volatility Buffer" means, for any Transaction, the related percentage set forth in the
following table:
--------------------------- --------------- -------------- ---------------- -----------------
The higher of the S&P Remaining Remaining Remaining Remaining
short-term credit rating Weighted Weighted Weighted Weighted
of (i) Pledgor and (ii) Average Average Average Average Maturity
the Credit Support Maturity Maturity Maturity up to 30 years
Provider of Pledgor, if up to 3 years up to 5 years up to 10 years
applicable
--------------------------- --------------- -------------- ---------------- -----------------
"A-2" or higher 2.75% 3.25% 4.00% 4.75%
--------------------------- --------------- -------------- ---------------- -----------------
"A-3" 3.25% 4.00% 5.00% 6.25%
--------------------------- --------------- -------------- ---------------- -----------------
"BB+" or lower 3.50% 4.50% 6.75% 7.50%
--------------------------- --------------- -------------- ---------------- -----------------
IN WITNESS WHEREOF, the parties have executed this Annex on the respective dates specified below
with effect from the date specified on the first page of this document.
BEAR STEARNS FINANCIAL PRODUCTS INC. Bear Stearns ALT-A Trust 2007-1
By Citibank, N.A., not individually but
solely as Trustee
By:________________________ By:_________________________
Name: Name:
Title: Title:
Date: Date:
SCHEDULE A
COLLATERAL SCHEDULE
The Moody's First Level Valuation Percentages shall be used in determining the Moody's First Level
Collateral Amount.
The Moody's Second Level Valuation Percentages shall be used in determining the Moody's Second Level
Collateral Amount.
The S&P Valuation Percentages shall be used in determining the S&P Collateral Amount.
-------------------------- --------------------- ------------------------ ---------------------------- ----------------------
ISDA Collateral Asset Remaining Maturity Moody's First Level Moody's Second Level S&P
Definition (ICAD) Code Valuation Percentage Valuation Percentage Valuation Percentage
-------------------------- --------------------- ------------------------ ---------------------------- ----------------------
-------------------------- --------------------- ------------------------ ---------------------------- ----------------------
US-CASH N/A 100% 100% 100%
EU-CASH N/A 98% 94% 92.5%
GB-CASH N/A 98% 95% 94.1%
-------------------------- --------------------- ------------------------ ---------------------------- ----------------------
-------------------------- --------------------- ------------------------ ---------------------------- ----------------------
US-TBILL
US-TNOTE
US-TBOND
(fixed rate) < 1 Year 100% 100% 98.9%
1 to 2 years 100% 99% 98.0%
2 to 3 years 100% 98% 97.4%
3 to 5 years 100% 97% 95.5%
5 to 7 years 100% 96% 93.7%
7 to 10 years 100% 94% 92.5%
10 to 20 years 100% 90% 91.1%
> 20 years 100% 88% 88.6%
-------------------------- --------------------- ------------------------ ---------------------------- ----------------------
-------------------------- --------------------- ------------------------ ---------------------------- ----------------------
US-TBILL
US-TNOTE
US-TBOND Not Eligible
(floating rate) All Maturities 100% 99% Collateral
-------------------------- --------------------- ------------------------ ---------------------------- ----------------------
-------------------------- --------------------- ------------------------ ---------------------------- ----------------------
GA-US-AGENCY
(fixed rate) < 1 Year 100% 99% 98.5%
1 to 2 years 100% 99% 97.7%
2 to 3 years 100% 98% 97.3%
3 to 5 years 100% 96% 94.5%
5 to 7 years 100% 93% 93.1%
7 to 10 years 100% 93% 90.7%
10 to 20 years 100% 89% 87.7%
> 20 years 100% 87% 84.4%
-------------------------- --------------------- ------------------------ ---------------------------- ----------------------
-------------------------- --------------------- ------------------------ ---------------------------- ----------------------
GA-US-AGENCY All Maturities 100% 98% Not Eligible
(floating rate) Collateral
-------------------------- --------------------- ------------------------ ---------------------------- ----------------------
-------------------------- --------------------- ------------------------ ---------------------------- ----------------------
GA-EUROZONE-GOV (other Rated Aa3 or better Rated Aa3 or better Rated AAA or better
than EU-CASH) by Moody's by Moody's by S&P
(fixedrate) < 1 Year 98% 94% 98.8%
1 to 2 years 98% 93% 97.9%
2 to 3 years 98% 92% 97.1%
3 to 5 years 98% 90% 91.2%
5 to 7 years 98% 89% 87.5%
7 to 10 years 98% 88% 83.8%
10 to 20 years 98% 84% 75.5%
> 20 years 98% 82% Not Eligible
Collateral
-------------------------- --------------------- ------------------------ ---------------------------- ----------------------
-------------------------- --------------------- ------------------------ ---------------------------- ----------------------
GA-EUROZONE-GOV (other Rated Aa3 or better Rated Aa3 or better Rated AAA or better
than EU-CASH by Moody's by Moody's by S&P
(floating rate) All Maturities 98% 93% Not Eligible
Collateral
-------------------------- --------------------- ------------------------ ---------------------------- ----------------------
-------------------------- --------------------- ------------------------ ---------------------------- ----------------------
GA-GB-GOV < 1 Year 98% 94% Not Eligible
(other than GB-CASH) Collateral
(fixed rate) 1 to 2 years 98% 93% Not Eligible
Collateral
2 to 3 years 98% 92% Not Eligible
Collateral
3 to 5 years 98% 91% Not Eligible
Collateral
5 to 7 years 98% 90% Not Eligible
Collateral
7 to 10 years 98% 89% Not Eligible
Collateral
10 to 20 years 98% 86% Not Eligible
Collateral
> 20 years 98% 84% Not Eligible
Collateral
-------------------------- --------------------- ------------------------ ---------------------------- ----------------------
-------------------------- --------------------- ------------------------ ---------------------------- ----------------------
GA-GB-GOV All Maturities 98% 94% Not Eligible
(other than GB-CASH) Collateral
(floating rate)
-------------------------- --------------------- ------------------------ ---------------------------- ----------------------
The ISDA Collateral Asset Definition (ICAD) Codes used in this Collateral Schedule shall have the
meanings set forth in the Collateral Asset Definitions (First Edition - June 2003) as published and
copyrighted in 2003 by the International Swaps and Derivatives Association, Inc.
EXHIBIT Q
FORM 10-D, FORM 8-K AND FORM 10-K
REPORTING RESPONSIBILITY
As to each item described below, the entity indicated as the Responsible Party shall be primarily
responsible for reporting the information to the party identified as responsible for preparing the
Securities Exchange Act Reports pursuant to Section 4.18 of the Pooling and Servicing Agreement.
Under Item 1 of Form 10-D: a) items marked "Monthly Statement to Certificateholders" are required to be
included in the periodic Distribution Date statement under Section 6.06, provided by the Securities
Administrator based on information received from the party providing such information; and b) items
marked "Form 10-D report" are required to be in the Form 10-D report but not the Monthly Statements to
Certificateholders, provided by the party indicated. Information under all other Items of Form 10-D is
to be included in the Form 10-D report. All such information and any other Items on Form 8-K and Form
10-D set forth in this Exhibit shall be sent to the Securities Administrator and the Depositor.
----------- -------- ------------------- ------------- ----------- ---------------------- --------------- ------------- ------------- -----------
Form Item Description Servicers Master Securities Custodian Trustee Depositor Sponsor
Servicer Administrator (nominal)
----------- ----------------------------------------------------------------------------- --------------- ------------- ------------- -----------
10-D Must be filed within 15 days of the distribution date for the asset-backed
securities.
----------- -------- ------------------- ------------- ----------- ---------------------- --------------- ------------- ------------- -----------
1 Distribution and
Pool Performance
Information
----------- -------- ------------------- ------------- ----------- ---------------------- --------------- ------------- ------------- -----------
Item 1121(a) -
Distribution and
Pool Performance
Information
----------- -------- ------------------- ------------- ----------- ---------------------- --------------- ------------- ------------- -----------
(1) Any X
applicable record
dates, accrual (Monthly Statements
dates, to
determination Certificateholders)
dates for
calculating
distributions and
actual
distribution
dates for the
distribution
period.
----------- -------- ------------------- ------------- ----------- ---------------------- --------------- ------------- ------------- -----------
(2) Cash flows X
received and the
sources thereof (Monthly Statements
for to
distributions, Certificateholders)
fees and expenses.
----------- -------- ------------------- ------------- ----------- ---------------------- --------------- ------------- ------------- -----------
(3) Calculated X
amounts and
distribution of (Monthly Statements
the flow of funds to
for the period Certificateholders)
itemized by type
and priority of
payment,
including:
----------- -------- ------------------- ------------- ----------- ---------------------- --------------- ------------- ------------- -----------
(i) Fees X
or expenses
accrued and paid, (Monthly Statements
with an to
identification of Certificateholders)
the general
purpose of such
fees and the
party receiving
such fees or
expenses.
----------- -------- ------------------- ------------- ----------- ---------------------- --------------- ------------- ------------- -----------
(ii) X
Payments accrued
or paid with (Monthly Statements
respect to to
enhancement or Certificateholders)
other support
identified in
Item 1114 of
Regulation AB
(such as
insurance
premiums or other
enhancement
maintenance
fees), with an
identification of
the general
purpose of such
payments and the
party receiving
such payments.
----------- -------- ------------------- ------------- ----------- ---------------------- --------------- ------------- ------------- -----------
(iii) X
Principal,
interest and (Monthly Statements
other to
distributions Certificateholders)
accrued and paid
on the
asset-backed
securities by
type and by class
or series and any
principal or
interest
shortfalls or
carryovers.
----------- -------- ------------------- ------------- ----------- ---------------------- --------------- ------------- ------------- -----------
(iv) The X
amount of excess
cash flow or (Monthly Statements
excess spread and to
the disposition Certificateholders)
of excess cash
flow.
----------- -------- ------------------- ------------- ----------- ---------------------- --------------- ------------- ------------- -----------
(4) Beginning and X
ending principal
balances of the (Monthly Statements
asset-backed to
securities. Certificateholders)
----------- -------- ------------------- ------------- ----------- ---------------------- --------------- ------------- ------------- -----------
(5) Interest X
rates applicable
to the pool (Monthly Statements
assets and the to
asset-backed Certificateholders)
securities, as
applicable.
Consider
providing
interest rate
information for
pool assets in
appropriate
distributional
groups or
incremental
ranges.
----------- -------- ------------------- ------------- ----------- ---------------------- --------------- ------------- ------------- -----------
(6) Beginning and X
ending balances
of transaction (Monthly Statements
accounts, such as to
reserve accounts, Certificateholders)
and material
account activity
during the period.
----------- -------- ------------------- ------------- ----------- ---------------------- --------------- ------------- ------------- -----------
(7) Any amounts X
drawn on any
credit (Monthly Statements
enhancement or to
other support Certificateholders)
identified in
Item 1114 of
Regulation AB, as
applicable, and
the amount of
coverage
remaining under
any such
enhancement, if
known and
applicable.
----------- -------- ------------------- ------------- ----------- ---------------------- --------------- ------------- ------------- -----------
(8) Number and X Updated
amount of pool pool
assets at the (Monthly Statements composition
beginning and to information
ending of each Certificateholders) fields to
period, and be as
updated pool specified
composition by
information, such Depositor
as weighted from time
average coupon, to time
weighted average
remaining term,
pool factors and
prepayment
amounts.
----------- -------- ------------------- ------------- ----------- ---------------------- --------------- ------------- ------------- -----------
(9) Delinquency X X X
and loss
information for (Monthly Statements
the period. to
Certificateholders)
----------- -------- ------------------- ------------- ----------- ---------------------- --------------- ------------- ------------- -----------
In addition, X
describe any
material changes
to the
information
specified in Item
1100(b)(5) of
Regulation AB
regarding the
pool assets.
(methodology)
----------- -------- ------------------- ------------- ----------- ---------------------- --------------- ------------- ------------- -----------
(10) Information X X X
on the amount,
terms and general (Monthly Statements
purpose of any to
advances made or Certificateholders)
reimbursed during
the period,
including the
general use of
funds advanced
and the general
source of funds
for
reimbursements.
----------- -------- ------------------- ------------- ----------- ---------------------- --------------- ------------- ------------- -----------
(11) Any material X X X
modifications,
extensions or (Monthly Statements
waivers to pool to
asset terms, Certificateholders)
fees, penalties
or payments
during the
distribution
period or that
have cumulatively
become material
over time.
----------- -------- ------------------- ------------- ----------- ---------------------- --------------- ------------- ------------- -----------
(12) Material X X X X
breaches of pool
asset (if agreed upon by
representations the parties)
or warranties or
transaction
covenants.
----------- -------- ------------------- ------------- ----------- ---------------------- --------------- ------------- ------------- -----------
(13) Information X
on ratio,
coverage or other (Monthly Statements
tests used for to
determining any Certificateholders)
early
amortization,
liquidation or
other performance
trigger and
whether the
trigger was met.
----------- -------- ------------------- ------------- ----------- ---------------------- --------------- ------------- ------------- -----------
(14) Information X
regarding any new
issuance of
asset-backed
securities backed
by the same asset
pool,
----------- -------- ------------------- ------------- ----------- ---------------------- --------------- ------------- ------------- -----------
information X X X X
regarding
any pool
asset
changes
(other than
in
connection
with a pool
asset
converting
into cash
in
accordance
with its
terms),
such as
additions
or removals
in
connection
with a
prefunding
or
revolving
period and
pool asset
substitutions
and
repurchases
(and
purchase
rates, if
applicable),
and cash
flows
available
for future
purchases,
such as the
balances of
any
prefunding
or
revolving
accounts,
if
applicable.
----------- -------- ------------------- ------------- ----------- ---------------------- --------------- ------------- ------------- -----------
Disclose X X
any
material
changes in
the
solicitation,
credit-granting,
underwriting,
origination,
acquisition
or pool
selection
criteria or
procedures,
as
applicable,
used to
originate,
acquire or
select the
new pool
assets.
----------- -------- ------------------- ------------- ----------- ---------------------- --------------- ------------- ------------- -----------
Item 1121(b) - X
Pre-Funding or
Revolving Period
Information
Updated pool
information as
required under
Item 1121(b).
----------- -------- ------------------- ------------- ----------- ---------------------- --------------- ------------- ------------- -----------
2 Legal Proceedings
----------- -------- ------------------- ------------- ----------- ---------------------- --------------- ------------- ------------- -----------
Item 1117 - Legal
proceedings
pending against
the following
entities, or
their respective
property, that is
material to
Certificateholders,
including
proceedings known
to be
contemplated by
governmental
authorities:
----------- -------- ------------------- ------------- ----------- ---------------------- --------------- ------------- ------------- -----------
Sponsor (Seller) X
----------- -------- ------------------- ------------- ----------- ---------------------- --------------- ------------- ------------- -----------
Depositor X
----------- -------- ------------------- ------------- ----------- ---------------------- --------------- ------------- ------------- -----------
Trustee
----------- -------- ------------------- ------------- ----------- ---------------------- --------------- ------------- ------------- -----------
Issuing entity X
----------- -------- ------------------- ------------- ----------- ---------------------- --------------- ------------- ------------- -----------
Master Servicer, X X
affiliated
Servicer, other
Servicer
servicing 20% or
more of pool
assets at time of
report, other
material servicers
----------- -------- ------------------- ------------- ----------- ---------------------- --------------- ------------- ------------- -----------
Securities X
Administrator
----------- -------- ------------------- ------------- ----------- ---------------------- --------------- ------------- ------------- -----------
Originator of 20% X
or more of pool
assets as of the
Cut-off Date
----------- -------- ------------------- ------------- ----------- ---------------------- --------------- ------------- ------------- -----------
Custodian X
----------- -------- ------------------- ------------- ----------- ---------------------- --------------- ------------- ------------- -----------
3 Sales of
Securities and
Use of Proceeds
----------- -------- ------------------- ------------- ----------- ---------------------- --------------- ------------- ------------- -----------
Information from X
Item 2(a) of Part
II of Form 10-Q:
With respect to
any sale of
securities by the
sponsor,
depositor or
issuing entity,
that are backed
by the same asset
pool or are
otherwise issued
by the issuing
entity, whether
or not
registered,
provide the sales
and use of
proceeds
information in
Item 701 of
Regulation S-K.
Pricing
information can
be omitted if
securities were
not registered.
----------- -------- ------------------- ------------- ----------- ---------------------- --------------- ------------- ------------- -----------
4 Defaults Upon
Senior Securities
----------- -------- ------------------- ------------- ----------- ---------------------- --------------- ------------- ------------- -----------
Information from X
Item 3 of Part II
of Form 10-Q:
Report the
occurrence of any
Event of Default
(after expiration
of any grace
period and
provision of any
required notice)
----------- -------- ------------------- ------------- ----------- ---------------------- --------------- ------------- ------------- -----------
5 Submission of
Matters to a Vote
of Security
Holders
----------- -------- ------------------- ------------- ----------- ---------------------- --------------- ------------- ------------- -----------
Information from X
Item 4 of Part II
of Form 10-Q
----------- -------- ------------------- ------------- ----------- ---------------------- --------------- ------------- ------------- -----------
6 Significant
Obligors of Pool
Assets
----------- -------- ------------------- ------------- ----------- ---------------------- --------------- ------------- ------------- -----------
Item 1112(b) - X
Significant
Obligor Financial
Information*
----------- -------- ------------------- ------------- ----------- ---------------------- --------------- ------------- ------------- -----------
*This information
need only be
reported on the
Form 10-D for the
distribution
period in which
updated
information is
required pursuant
to the Item.
----------- -------- ------------------- ------------- ----------- ---------------------- --------------- ------------- ------------- -----------
7 Significant
Enhancement
Provider
Information
----------- -------- ------------------- ------------- ----------- ---------------------- --------------- ------------- ------------- -----------
Item 1114(b)(2) -
Credit
Enhancement
Provider
Financial
Information*
----------- -------- ------------------- ------------- ----------- ---------------------- --------------- ------------- ------------- -----------
Determining X
applicable
disclosure
threshold
----------- -------- ------------------- ------------- ----------- ---------------------- --------------- ------------- ------------- -----------
Obtaining X
required
financial
information
or
effecting
incorporation
by reference
----------- -------- ------------------- ------------- ----------- ---------------------- --------------- ------------- ------------- -----------
Item 1115(b) -
Derivative
Counterparty
Financial
Information*
----------- -------- ------------------- ------------- ----------- ---------------------- --------------- ------------- ------------- -----------
Determining X
current
maximum
probable
exposure
----------- -------- ------------------- ------------- ----------- ---------------------- --------------- ------------- ------------- -----------
Determining X
current
significance
percentage
----------- -------- ------------------- ------------- ----------- ---------------------- --------------- ------------- ------------- -----------
Notifying X
derivative
counterparty
of
significance
percentage
and request
required
financial
information
----------- -------- ------------------- ------------- ----------- ---------------------- --------------- ------------- ------------- -----------
Obtaining X
required
financial
information
or
effecting
incorporation
by reference
----------- -------- ------------------- ------------- ----------- ---------------------- --------------- ------------- ------------- -----------
*This information
need only be
reported on the
Form 10-D for the
distribution
period in which
updated
information is
required pursuant
to the Items.
----------- -------- ------------------- ------------- ----------- ---------------------- --------------- ------------- ------------- -----------
8 Other Information
----------- -------- ------------------- --------------------------------------------------------------------------------------------------------
Disclose any The Responsible Party for the applicable Form 8-K item as indicated below.
information
required to be
reported on Form
8-K during the
period covered by
the Form 10-D but
not reported
----------- -------- ------------------- ------------- ----------- ------------------- ------------------ ------------- ------------- -----------
9 Exhibits
----------- -------- ------------------- ------------- ----------- ------------------- ------------------ ------------- ------------- -----------
Distribution X
report
----------- -------- ------------------- ------------- ----------- ------------------- ------------------ ------------- ------------- -----------
Exhibits required X
by Item 601 of
Regulation S-K,
such as material
agreements
----------- -------------------------------------------------------------------------- ------------------ ------------- ------------- -----------
8-K Must be filed within four business days of an event reportable on Form
8-K.
----------- -------- ------------------- ------------- ----------- ------------------- ------------------ ------------- ------------- -----------
1.01 Entry into a
Material
Definitive
Agreement
----------- -------- ------------------- ------------- ----------- ------------------- ------------------ ------------- ------------- -----------
Disclosure is X X X X X
required
regarding entry
into or amendment
of any definitive
agreement that is
material to the
securitization,
even if depositor
is not a party.
Examples:
servicing
agreement,
custodial
agreement.
Note: disclosure
not required as
to definitive
agreements that
are fully
disclosed in the
prospectus
----------- -------- ------------------- ------------- ----------- ------------------- ------------------ ------------- ------------- -----------
1.02 Termination of a X X X X X
Material
Definitive
Agreement
----------- -------- ------------------- ------------- ----------- ------------------- ------------------ ------------- ------------- -----------
Disclosure is
required
regarding
termination of
any definitive
agreement that is
material to the
securitization
(other than
expiration in
accordance with
its terms), even
if depositor is
not a party.
Examples:
servicing
agreement,
custodial
agreement.
----------- -------- ------------------- ------------- ----------- ------------------- ------------------ ------------- ------------- -----------
1.03 Bankruptcy or
Receivership
----------- -------- ------------------- ------------- ----------- ------------------- ------------------ ------------- ------------- -----------
Disclosure is X X X X X X
required
regarding the
bankruptcy or
receivership, if
known to the
Master Servicer,
with respect to
any of the
following:
Sponsor (Seller),
Depositor, Master
Servicer,
affiliated
Servicer, other
Servicer
servicing 20% or
more of pool
assets at time of
report, other
material
servicers,
Certificate
Administrator,
Trustee,
significant
obligor, credit
enhancer (10% or
more),
derivatives
counterparty,
Custodian
----------- -------- ------------------- ------------- ----------- ------------------- ------------------ ------------- ------------- -----------
2.04 Triggering Events
that Accelerate
or Increase a
Direct Financial
Obligation or an
Obligation under
an Off-Balance
Sheet Arrangement
----------- -------- ------------------- ------------- ----------- ------------------- ------------------ ------------- ------------- -----------
Includes an early X X
amortization,
performance
trigger or other
event, including
event of default,
that would
materially alter
the payment
priority/distribution
of cash
flows/amortization
schedule.
Disclosure will
be made of events
other than
waterfall
triggers which
are disclosed in
the Monthly
Statement to
Certificateholders
----------- -------- ------------------- ------------- ----------- ------------------- ------------------ ------------- ------------- -----------
3.03 Material
Modification to
Rights of
Security Holders
----------- -------- ------------------- ------------- ----------- ------------------- ------------------ ------------- ------------- -----------
Disclosure is X X
required of any
material
modification to
documents
defining the
rights of
Certificateholders,
including the
Pooling and
Servicing
Agreement
----------- -------- ------------------- ------------- ----------- ------------------- ------------------ ------------- ------------- -----------
5.03 Amendments to
Articles of
Incorporation or
Bylaws; Change in
Fiscal Year
----------- -------- ------------------- ------------- ----------- ------------------- ------------------ ------------- ------------- -----------
Disclosure is X
required of any
amendment "to the
governing
documents of the
issuing entity"
----------- -------- ------------------- ------------- ----------- ------------------- ------------------ ------------- ------------- -----------
5.06 Change in Shell
Company Status
----------- -------- ------------------- ------------- ----------- ------------------- ------------------ ------------- ------------- -----------
[Not applicable X
to ABS issuers]
----------- -------- ------------------- ------------- ----------- ------------------- ------------------ ------------- ------------- -----------
6.01 ABS Informational
and Computational
Material
----------- -------- ------------------- ------------- ----------- ------------------- ------------------ ------------- ------------- -----------
[Not included in X
reports to be
filed under
Section 3.18]
----------- -------- ------------------- ------------- ----------- ------------------- ------------------ ------------- ------------- -----------
6.02 Change of
Servicer or
Trustee
----------- -------- ------------------- ------------- ----------- ------------------- ------------------ ------------- ------------- -----------
Requires X X X X
disclosure of any
removal,
replacement,
substitution or
addition of any
master servicer,
affiliated
servicer, other
servicer
servicing 10% or
more of pool
assets at time of
report, other
material
servicers,
certificate
administrator or
trustee.
----------- -------- ------------------- ------------- ----------- ------------------- ------------------ ------------- ------------- -----------
Reg AB disclosure X
about any new
servicer is also
required.
----------- -------- ------------------- ------------- ----------- ------------------- ------------------ ------------- ------------- -----------
Reg AB disclosure X
about any new (to the
trustee is also extent of a
required. successor
trustee)
----------- -------- ------------------- ------------- ----------- ------------------- ------------------ ------------- ------------- -----------
Reg AB disclosure X
about any new
securities
administrator is
also required.
----------- -------- ------------------- ------------- ----------- ------------------- ------------------ ------------- ------------- -----------
6.03 Change in Credit
Enhancement or
Other External
Support [In this
transaction there
is no external
enhancement or
other support.]
----------- -------- ------------------- ------------- ----------- ------------------- ------------------ ------------- ------------- -----------
Covers X X
termination of
any enhancement
in manner other
than by its
terms, the
addition of an
enhancement, or a
material change
in the
enhancement
provided.
Applies to
external credit
enhancements as
well as
derivatives.
----------- -------- ------------------- ------------- ----------- ------------------- ------------------ ------------- ------------- -----------
Reg AB disclosure X X
about any new
enhancement
provider is also
required.
----------- -------- ------------------- ------------- ----------- ------------------- ------------------ ------------- ------------- -----------
6.04 Failure to Make a X
Required
Distribution
----------- -------- ------------------- ------------- ----------- ------------------- ------------------ ------------- ------------- -----------
6.05 Securities Act
Updating
Disclosure
----------- -------- ------------------- ------------- ----------- ------------------- ------------------ ------------- ------------- -----------
If any material X
pool
characteristic
differs by 5% or
more at the time
of issuance of
the securities
from the
description in
the final
prospectus,
provide updated
Reg AB disclosure
about the actual
asset pool.
----------- -------- ------------------- ------------- ----------- ------------------- ------------------ ------------- ------------- -----------
If there are any X
new servicers or
originators
required to be
disclosed under
Regulation AB as
a result of the
foregoing,
provide the
information
called for in
Items 1108 and
1110 respectively.
----------- -------- ------------------- ------------- ----------- ------------------- ------------------ ------------- ------------- -----------
7.01 Regulation FD X X X X
Disclosure
----------- -------- ------------------- ------------- ----------- ------------------- ------------------ ------------- ------------- -----------
8.01 Other Events
----------- -------- ------------------- ------------- ----------- ------------------- ------------------ ------------- ------------- -----------
Any event, with X
respect to which
information is
not otherwise
called for in
Form 8-K, that
the registrant
deems of
importance to
security holders.
----------- -------- ------------------- --------------------------------------------------------------------------------------------------------
9.01 Financial The Responsible Party applicable to reportable event.
Statements and
Exhibits
----------- -------------------------------------------------------------------------- ------------------ ----------- --------------- -----------
10-K Must be filed within 90 days of the fiscal year end for the registrant.
----------- -------- ------------------- ------------- ----------- ------------------- ------------------ ----------- --------------- -----------
9B Other Information
----------- -------- ------------------- --------------------------------------------------------------------------------------------------------
Disclose any The Responsible Party for the applicable Form 8-K item as indicated above.
information
required to be
reported on Form
8-K during the
fourth quarter
covered by the
Form 10-K but not
reported
----------- -------- ------------------- ------------- ----------- ------------------- ------------------ ------------- ------------- -----------
15 Exhibits and
Financial
Statement
Schedules
----------- -------- ------------------- ------------- ----------- ------------------- ------------------ ------------- ------------- -----------
Item 1112(b) - X
Significant
Obligor Financial
Information
----------- -------- ------------------- ------------- ----------- ------------------- ------------------ ------------- ------------- -----------
Item 1114(b)(2) -
Credit
Enhancement
Provider
Financial
Information
----------- -------- ------------------- ------------- ----------- ------------------- ------------------ ------------- ------------- -----------
Determining X
applicable
disclosure
threshold
----------- -------- ------------------- ------------- ----------- ------------------- ------------------ ------------- ------------- -----------
Obtaining X
required
financial
information
or effecting
incorporation
by reference
----------- -------- ------------------- ------------- ----------- ------------------- ------------------ ------------- ------------- -----------
Item 1115(b) -
Derivative
Counterparty
Financial
Information
----------- -------- ------------------- ------------- ----------- ------------------- ------------------ ------------- ------------- -----------
Determining X
current
maximum
probable
exposure
----------- -------- ------------------- ------------- ----------- ------------------- ------------------ ------------- ------------- -----------
Determining X
current
significance
percentage
----------- -------- ------------------- ------------- ----------- ------------------- ------------------ ------------- ------------- -----------
Notifying X
derivative
counterparty
of
significance
percentage
and request
required
financial
information
----------- -------- ------------------- ------------- ----------- ------------------- ------------------ ------------- ------------- -----------
Obtaining X
required
financial
information
or effecting
incorporation
by reference
----------- -------- ------------------- ------------- ----------- ------------------- ------------------ ------------- ------------- -----------
Item 1117 - Legal
proceedings
pending against
the following
entities, or
their respective
property, that is
material to
Certificateholders,
including
proceedings known
to be
contemplated by
governmental
authorities:
----------- -------- ------------------- ------------- ----------- ------------------- ------------------ ------------- ------------- -----------
Sponsor (Seller) X
----------- -------- ------------------- ------------- ----------- ------------------- ------------------ ------------- ------------- -----------
Depositor X
----------- -------- ------------------- ------------- ----------- ------------------- ------------------ ------------- ------------- -----------
Trustee
----------- -------- ------------------- ------------- ----------- ------------------- ------------------ ------------- ------------- -----------
Issuing entity X
----------- -------- ------------------- ------------- ----------- ------------------- ------------------ ------------- ------------- -----------
Master Servicer, X X
affiliated
Servicer, other
Servicer
servicing 20% or
more of pool
assets at time of
report, other
material servicers
----------- -------- ------------------- ------------- ----------- ------------------- ------------------ ------------- ------------- -----------
Securities X
Administrator
----------- -------- ------------------- ------------- ----------- ------------------- ------------------ ------------- ------------- -----------
Originator of 20% X
or more of pool
assets as of the
Cut-off Date
----------- -------- ------------------- ------------- ----------- ------------------- ------------------ ------------- ------------- -----------
Custodian X
----------- -------- ------------------- ------------- ----------- ------------------- ------------------ ------------- ------------- -----------
Item 1119 -
Affiliations and
relationships
between the
following
entities, or
their respective
affiliates, that
are material to
Certificateholders:
----------- -------- ------------------- ------------- ----------- ------------------- ------------------ ------------- ------------- -----------
Sponsor (Seller) X
----------- -------- ------------------- ------------- ----------- ------------------- ------------------ ------------- ------------- -----------
Depositor X
----------- -------- ------------------- ------------- ----------- ------------------- ------------------ ------------- ------------- -----------
Trustee
----------- -------- ------------------- ------------- ----------- ------------------- ------------------ ------------- ------------- -----------
Master Servicer, X X
affiliated
Servicer, other
Servicer
servicing 20% or
more of pool
assets at time of
report, other
material servicers
----------- -------- ------------------- ------------- ----------- ------------------- ------------------ ------------- ------------- -----------
Securities X
Administrator
----------- -------- ------------------- ------------- ----------- ------------------- ------------------ ------------- ------------- -----------
Originator X
----------- -------- ------------------- ------------- ----------- ------------------- ------------------ ------------- ------------- -----------
Custodian X
----------- -------- ------------------- ------------- ----------- ------------------- ------------------ ------------- ------------- -----------
Credit X
Enhancer/Support
Provider
----------- -------- ------------------- ------------- ----------- ------------------- ------------------ ------------- ------------- -----------
Significant X
Obligor
----------- -------- ------------------- ------------- ----------- ------------------- ------------------ ------------- ------------- -----------
Item 1122 - X X X X
Assessment of
Compliance with
Servicing Criteria
----------- -------- ------------------- ------------- ----------- ------------------- ------------------ ------------- ------------- -----------
Item 1123 - X X
Servicer
Compliance
Statement
----------- -------- ------------------- ------------- ----------- ------------------- ------------------ ------------- ------------- -----------
EXHIBIT R
ADDITIONAL DISCLOSURE INFORMATION
Structured Asset Mortgage Invesments II Inc.
383 Madison Avenue
New York, New York10179
Fax: (212) 272 - 2000
E-mail: regabnotification@bear.com
Wells Fargo Bank, N.A. as [Securities Administrator]
9062 Old Annapolis Road
Columbia, Maryland21045
Fax: (410) 715-2380
E-mail: cts.sec.notifications@wellsfargo.com
Attn: Corporate Trust Services - BSALTA 2007-1- SEC REPORT PROCESSING
RE: **Additional Form [ ] Disclosure**Required
Ladies and Gentlemen:
In accordance with Section 3.18 of the Pooling and Servicing Agreement, dated as of January 1,2007, among EMC Mortgage Corporation, as Sponsor and Company, Wells Fargo Bank, National Association, as
Master Servicer and Securities Administrator and Citibank, N.A. as Trustee. The undersigned hereby
notifies you that certain events have come to our attention that [will][may] need to be disclosed on
Form [ ].
Description of Additional Form [ ] Disclosure:
List of Any Attachments hereto to be included in the Additional Form [ ] Disclosure:
Any inquiries related to this notification should be directed to [ ], phone number: [ ];
email address: [ ].
[NAME OF PARTY]
as [role]
By: _________________________
Name:
Title:
Dates Referenced Herein and Documents Incorporated by Reference