XXXXXXXXX MORTGAGE SECURITIES TRUST 2007-3,
Issuer
XXXXXXXXX MORTGAGE HOME LOANS, INC.,
Initial Seller and Sponsor
XXXXXXXXX MORTGAGE FUNDING, INC.,
Seller
STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.,
Depositor
XXXXX FARGO BANK, N.A.,
Master Servicer and
Securities Administrator
and
LASALLE BANK NATIONAL ASSOCIATION,
Indenture Trustee and Custodian
SALE AND SERVICING AGREEMENT
Dated as of July 1, 2007
__________________________________
Xxxxxxxxx Mortgage Securities Trust 2007-3
Mortgage-Backed Notes, Series 2007-3
Table of Contents
Page
ARTICLE I DEFINITIONS.............................................................................................4
SECTION 1.01. Defined Terms.......................................................................................4
SECTION 1.02. Accounting.........................................................................................48
ARTICLE II CONVEYANCE OF MORTGAGE LOANS;.........................................................................48
SECTION 2.01. Conveyance of Mortgage Loans.......................................................................48
SECTION 2.02. Acceptance of the Trust Estate; Review of Documentation............................................53
SECTION 2.03. Grant Clause.......................................................................................54
SECTION 2.04. Repurchase or Substitution of Mortgage Loans by the Seller.........................................56
SECTION 2.05. Representations and Warranties of the Sellers with Respect to the Mortgage Loans...................59
SECTION 2.06. Representations and Warranties of the Depositor....................................................60
SECTION 2.07. Representations and Warranties of the Depositor with Respect to Security Interest in the
Mortgage Loans...........................................................................62
SECTION 2.08. Representations and Warranties of the Sellers......................................................62
SECTION 2.09. Covenants of the Sellers...........................................................................65
ARTICLE III ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS...................................................66
SECTION 3.01. Master Servicer to Service and Administer the Mortgage Loans.......................................66
SECTION 3.02. [Reserved].........................................................................................67
SECTION 3.03. Monitoring of Servicers............................................................................67
SECTION 3.04. Fidelity Bond......................................................................................69
SECTION 3.05. Power to Act; Procedures...........................................................................70
SECTION 3.06. Due-on-Sale Clauses; Assumption Agreements.........................................................70
SECTION 3.07. Release of Mortgage Files..........................................................................71
SECTION 3.08. Documents, Records and Funds in Possession of Master Servicer To Be Held for Indenture
Trustee..................................................................................72
SECTION 3.09. Standard Hazard Insurance and Flood Insurance Policies.............................................72
SECTION 3.10. Presentment of Claims and Collection of Proceeds...................................................73
SECTION 3.11. Maintenance of the Primary Insurance Policies......................................................73
SECTION 3.12. Indenture Trustee to Retain Possession of Certain Insurance Policies and Documents.................74
SECTION 3.13. Realization Upon Defaulted Mortgage Loans..........................................................74
SECTION 3.14. Additional Compensation to the Master Servicer.....................................................74
SECTION 3.15. REO Property.......................................................................................75
SECTION 3.16. Assessments of Compliance and Attestation Reports..................................................75
SECTION 3.17. Annual Compliance Statement........................................................................78
SECTION 3.18. Xxxxxxxx-Xxxxx Certification.......................................................................79
SECTION 3.19. Reports Filed with Securities and Exchange Commission..............................................79
SECTION 3.20. Additional Information.............................................................................85
SECTION 3.21. Intention of the Parties and Interpretation........................................................85
SECTION 3.22. Indemnification....................................................................................86
SECTION 3.23. Amendments to Master Servicing Guide and Correspondent Sellers Guide...............................86
SECTION 3.24. Uniform Commercial Code............................................................................87
SECTION 3.25. Optional and Required Purchases of Certain Mortgage Loans..........................................87
SECTION 3.26. Realization upon Troubled Mortgage Loans...........................................................88
SECTION 3.27. Closing Certificate and Opinion....................................................................88
SECTION 3.28. Liabilities of the Master Servicer.................................................................89
SECTION 3.29. Merger or Consolidation of the Master Servicer.....................................................89
SECTION 3.30. Indemnification of the Initial Seller, the Seller, the Indenture Trustee, the Owner
Trustee, the Master Servicer and the Securities Administrator............................89
SECTION 3.31. Limitations on Liability of the Master Servicer and Others; Indemnification of Indenture
Trustee and Others.......................................................................90
SECTION 3.32. Master Servicer Not to Resign......................................................................91
SECTION 3.33. Successor Master Servicer..........................................................................92
SECTION 3.34. Sale and Assignment of Master Servicing............................................................92
ARTICLE IV ACCOUNTS..............................................................................................93
SECTION 4.01. Servicing Accounts.................................................................................93
SECTION 4.02. Collection Account.................................................................................94
SECTION 4.03. Permitted Withdrawals and Transfers from the Collection Account....................................96
SECTION 4.04. The Note Payment Account...........................................................................98
SECTION 4.05. The Certificate Distribution Account...............................................................99
SECTION 4.06. The Reserve Fund; The Group 3 Final Maturity Reserve Account......................................100
SECTION 4.07. The Collateral Account............................................................................101
SECTION 4.08. Control of the Trust Accounts.....................................................................101
ARTICLE V FLOW OF FUNDS.........................................................................................105
SECTION 5.01. Payments. 105
SECTION 5.02. [Reserved]........................................................................................110
SECTION 5.03. Allocation of Realized Losses.....................................................................110
SECTION 5.04. Statements........................................................................................111
SECTION 5.05. Remittance Reports; Advances......................................................................115
SECTION 5.06. Compensating Interest Payments....................................................................115
SECTION 5.07. [Reserved]........................................................................................116
SECTION 5.08. [Reserved]........................................................................................116
SECTION 5.09. Yield Maintenance Amounts.........................................................................116
SECTION 5.10. Subsequent Recoveries.............................................................................116
ARTICLE VI [RESERVED]...........................................................................................117
ARTICLE VII DEFAULT.............................................................................................117
SECTION 7.01. Event of Default..................................................................................117
SECTION 7.02. Indenture Trustee to Act..........................................................................119
SECTION 7.03. Waiver of Event of Default........................................................................120
SECTION 7.04. Notification to Securityholders...................................................................121
SECTION 7.05. Action Upon Master Servicer Event of Default......................................................121
SECTION 7.06. Additional Remedies of Indenture Trustee Upon Event of Default....................................121
ARTICLE VIII THE INDENTURE TRUSTEE AND THE SECURITIES ADMINISTRATOR.............................................122
SECTION 8.01. Duties of Indenture Trustee and Securities Administrator..........................................122
SECTION 8.02. Certain Matters Affecting the Indenture Trustee and the Securities Administrator..................124
SECTION 8.03. Indenture Trustee and the Securities Administrator Not Liable for Securities, Mortgage
Loans or Additional Collateral..........................................................125
SECTION 8.04. Owner Trustee, Master Servicer and Securities Administrator May Own Notes.........................126
SECTION 8.05. Indenture Trustee's, Custodian's, Owner Trustee's and Securities Administrator's Fees and
Expenses................................................................................126
SECTION 8.06. Eligibility Requirements for Indenture Trustee and Securities Administrator.......................127
SECTION 8.07. Resignation or Removal of the Indenture Trustee or the Securities Administrator...................127
SECTION 8.08. Successor Securities Administrator................................................................129
SECTION 8.09. Merger or Consolidation of Indenture Trustee or Securities Administrator..........................129
SECTION 8.10. [Reserved]........................................................................................130
SECTION 8.11. [Reserved]........................................................................................130
SECTION 8.12. Trustee May Enforce Claims Without Possession of Notes............................................130
SECTION 8.13. Suits for Enforcement.............................................................................131
SECTION 8.14. Waiver of Bond Requirements.......................................................................131
SECTION 8.15. Waiver of Inventory, Accounting and Appraisal Requirement.........................................131
SECTION 8.16. Appointment of Custodian..........................................................................131
SECTION 8.17. Auction Administration Agreement; Auction Swap Agreement..........................................132
SECTION 8.18. Yield Maintenance Counterparty Tax Form...........................................................132
ARTICLE IX [RESERVED]...........................................................................................132
ARTICLE X TERMINATION...........................................................................................132
SECTION 10.01. Termination; Clean-Up Call.......................................................................132
SECTION 10.02. [Reserved].......................................................................................134
SECTION 10.03. Optional Purchase of Notes.......................................................................134
ARTICLE XI [RESERVED]...........................................................................................135
ARTICLE XII MISCELLANEOUS PROVISIONS............................................................................135
SECTION 12.01. Amendment........................................................................................135
SECTION 12.02. Recordation of Agreement; Counterparts...........................................................137
SECTION 12.03. [Reserved].......................................................................................137
SECTION 12.04. Governing Law; Jurisdiction......................................................................137
SECTION 12.05. Notices. 138
SECTION 12.06. Severability of Provisions.......................................................................138
SECTION 12.07. Article and Section References...................................................................139
SECTION 12.08. Notice to the Rating Agencies....................................................................139
SECTION 12.09. Further Assurances...............................................................................140
SECTION 12.10. Benefits of Agreement............................................................................140
SECTION 12.11. [Reserved].......................................................................................140
SECTION 12.12. Successors and Assigns...........................................................................140
SECTION 12.13. [Reserved].......................................................................................140
SECTION 12.14. Execution by the Issuer..........................................................................140
AGGREGATE SCHEDULED PRINCIPAL BALANCE OF GROUP 3 FORTY-YEAR MORTGAGE LOANS.......................................1
EXHIBITS AND SCHEDULES:
Exhibit A [Reserved].................................................................................A-1
Exhibit B [Reserved].................................................................................B-2
Exhibit C [Reserved].................................................................................C-1
Exhibit D [Reserved].................................................................................D-1
Exhibit E [Reserved].................................................................................E-1
Exhibit F Request for Release........................................................................F-1
Exhibit G-1 Form of Receipt of Mortgage Note.........................................................G-1-1
Exhibit G-2 Form of Interim Certificate of Indenture Trustee.........................................G-2-1
Exhibit G-3 Form of Final Certification of Indenture Trustee.........................................G-3-1
Exhibit H Form of Lost Note Affidavit................................................................H-1
Exhibit I [Reserved].................................................................................I-1
Exhibit J-1 [Reserved]...............................................................................J-1-1
Exhibit J-2 [Reserved]...............................................................................J-2-1
Exhibit K [Reserved].................................................................................K-1
Exhibit L [Reserved].................................................................................L-1
Exhibit M Form of Certificate of Trust...............................................................M-1
Exhibit N List of Servicers and Servicing Agreements.................................................N-1
Exhibit O Notice of Exercise of Optional Notes Purchase Right........................................O-1
Exhibit P [Reserved].................................................................................P-1
Exhibit Q Servicing Criteria.........................................................................Q-1
Exhibit R Additional Form 10-D Disclosure............................................................R-1
Exhibit S Additional Form 10-K Disclosure............................................................S-1
Exhibit T Form 8-K Disclosure Information............................................................T-1
Exhibit U Form of Additional Disclosure Notification.................................................U-1
Schedule I Mortgage Loan Schedule
Schedule II Aggregate Scheduled Principal Balance of Group 3 Forty-Year
Mortgage Loans
This SALE AND SERVICING AGREEMENT, dated as of July 1, 2007 (the "Agreement"), is by and among XXXXXXXXX
MORTGAGE SECURITIES TRUST 2007-3, a Delaware statutory trust, as issuer (the "Issuer"), XXXXXXXXX MORTGAGE HOME
LOANS, INC., a Delaware corporation, as initial seller (the "Initial Seller") and sponsor (the "Sponsor"),
XXXXXXXXX MORTGAGE FUNDING, INC., a Delaware corporation, as seller (the "Seller"), STRUCTURED ASSET MORTGAGE
INVESTMENTS II INC., a Delaware corporation, as depositor (the "Depositor"), XXXXX FARGO BANK, N.A., a national
banking association, as master servicer (in such capacity, the "Master Servicer") and as securities administrator
(in such capacity, the "Securities Administrator") and LASALLE BANK NATIONAL ASSOCIATION, a national banking
association, as indenture trustee (the "Indenture Trustee") and custodian ("Custodian").
PRELIMINARY STATEMENT:
WHEREAS, on or prior to the Closing Date the Seller has acquired all of the rights, title and interest
of the Initial Seller in and to certain residential mortgage loans identified in Schedule I hereto, the related
mortgages and other related assets (the "Mortgage Loans"), together with certain contractual rights under
agreements set forth in Exhibit N hereto relating to the servicing of the Mortgage Loans (collectively, the
"Contractual Rights") and rights with respect to the enforcement of certain representations and warranties made
by the Initial Seller in the TMFI Mortgage Loan Purchase Agreement relating to the Mortgage Loans (the "TMFI
Contractual Rights"), and on or prior to the Closing Date is the owner of the Mortgage Loans, the Contractual
Rights and the TMFI Contractual Rights;
WHEREAS, the Depositor has acquired all of the rights, title and interest of the Seller in and to the
Mortgage Loans, the Contractual Rights and the TMFI Contractual Rights pursuant to the SAMI Mortgage Loan
Purchase Agreement, and, at the Closing Date is the owner of the Mortgage Loans, the Contractual Rights and the
TMFI Contractual Rights being conveyed by the Depositor to the Issuer for inclusion in the Trust Estate;
WHEREAS, the Depositor has duly authorized the execution and delivery of this Agreement to provide for
the conveyance to the Issuer of the Mortgage Loans, the Contractual Rights, the TMFI Contractual Rights and
certain other property constituting the Trust Estate, and to provide for master servicing of the Mortgage Loans
by the Master Servicer;
WHEREAS, on the Closing Date, the Depositor will acquire the Notes and the Ownership Certificates from
the Issuer as consideration for its transfer to the Issuer of the Mortgage Loans, the Contractual Rights, the
TMFI Contractual Rights and certain other property constituting the Trust Estate;
WHEREAS, pursuant to the Indenture, the Issuer will pledge the Mortgage Loans, the Contractual Rights,
the TMFI Contractual Rights, the Yield Maintenance Agreements and certain other property constituting the Trust
Estate to the Indenture Trustee as security for the Notes;
WHEREAS, the Master Servicer shall be obligated under this Agreement, among other things, to monitor the
servicing of the Mortgage Loans by the Servicers on behalf of the Issuer as provided herein;
WHEREAS, the Issuer desires to have the Securities Administrator perform certain duties consistent with
the terms of this Agreement; and
WHEREAS, the Securities Administrator has the capacity to provide the services required hereby and is
willing to perform such services on the terms set forth herein.
NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as
follows:
The following table sets forth (or describes) the Group designation, the Class designation, Note
Interest Rate, Initial Class Principal Amount (or Class Notional Amount) and the minimum denomination for each
Class of Notes issued pursuant to the Indenture:
Initial
Class Principal Amount
Class Minimum
Group Designation Note Interest Rate or Class Notional Amount Denominations
___________________________________________________________________________________________________________________________
1 Class 1A-1 (1) $ 323,148,000 $25,000
1 Class 1A-2 (1) $ 56,850,000 $25,000
2 Class 2A-1 (2) $ 199,496,000 $25,000
2 Class 2A-2 (2) $ 10,471,000 $25,000
3 Class 3A-1 (3) $ 456,823,000 $25,000
3 Class 3A-2 (3) $ 23,977,000 $25,000
4 Class 4A-1 (4) $ 139,776,000 $25,000
4 Class 4A-2 (4) $ 7,336,000 $25,000
4 Class 4A-3 (4) $ 175,000,000(7) $25,000
4 Class 4A-4 (4) $ 19,388,000 $25,000
N/A Class A-X (5) $ 1,412,265,000 $100,000
N/A Class B-1 (6) $ 30,395,000 $100,000
N/A Class B-2 (6) $ 13,344,000 $100,000
N/A Class B-3 (6) $ 8,155,000 $100,000
N/A Class B-4 (6) $ 7,413,000 $100,000
N/A Class B-5 (6) $ 5,931,000 $100,000
N/A Class B-6 (6) $ 5,189,368 $100,000
_______________
(1) On or before the Group 1 Auction Payment Date, the Note Interest Rates with respect to any Payment Date
(and related Accrual Period) with respect to the Group 1 Notes will be an annual rate equal to the sum of
One-Month LIBOR plus 0.30% (in the case of the Class 1A-1 Notes) and One-Month LIBOR plus 0.50% (in the
case of the Class 1A-2 Notes). After the Group 1 Auction Payment Date, the Note Interest Rate with respect
to any Payment Date (and related Accrual Period) with respect to the Group 1 Notes will be an annual rate
equal to the least of (i) One-Month LIBOR plus (a) 0.30% (in the case of the Class 1A-1 Notes) and (b)
0.50% (in the case of the Class 1-A2 Notes), (ii) 9.75% and (iii) the related Class A Available Funds Cap
Rate.
(2) On or before the General Auction Payment Date, the Note Interest Rates with respect to any Payment Date
(and related Accrual Period) with respect to the Group 2 Notes will be an annual rate equal to the sum of
One-Month LIBOR plus 0.22% (in the case of the Class 2A-1 Notes) and One-Month LIBOR plus 0.35% (in the
case of the Class 2A-2 Notes). After the General Auction Payment Date, the Note Interest Rate with respect
to any Payment Date (and related Accrual Period) with respect to the Group 2 Notes will be an annual rate
equal to the least of (i) One-Year LIBOR plus 1.25%, (ii) 10.50% and (iii) the related Class A Available
Funds Cap Rate.
(3) On or before the General Auction Payment Date, the Note Interest Rates with respect to any Payment Date
(and related Accrual Period) for the Group 3 Notes will be an annual rate equal to the sum of One-Month
LIBOR plus 0.22% (in the case of the Class 3A-1 Notes) and One-Month LIBOR plus 0.35% (in the case of the
Class 3A-2 Notes). After the General Auction Payment Date up to and including the Payment Date in May
2014, the Note Interest Rate with respect to any Payment Date (and related Accrual Period) for the Group 3
Notes will be an annual rate equal to the lesser of (i) 5.75% and (ii) the related Class A Available Funds
Cap Rate. After the Payment Date in May 2014, the Note Interest Rate with respect to any Payment Date (and
related Accrual Period) for the Group 3 Notes will be an annual rate equal to the least of (i) One-Year
LIBOR plus 1.25%, (ii) 10.50% and (iii) the related Class A Available Funds Cap Rate.
(4) On or before the General Auction Payment Date, the Note Interest Rates with respect to any Payment Date
(and related Accrual Period) for the Group 4 Notes will be an annual rate equal to the sum of One-Month
LIBOR plus 0.22% (in the case of the Class 4A-1 Notes), One-Month LIBOR plus 0.35% (in the case of the
Class 4A-2 Notes), One-Month LIBOR plus 0.21% (in the case of the Class 4A-3 Notes) and One-Month LIBOR
plus 0.35% (in the case of the Class 4A-4 Notes). After the General Auction Payment Date up to and
including the Payment Date in April 2017, the Note Interest Rate with respect to any Payment Date (and
related Accrual Period) for the Group 3 Notes will be an annual rate equal to the lesser of (i) 5.75% and
(ii) the related Class A Available Funds Cap Rate. After the Payment Date in April 2014, the Note Interest
Rate with respect to any Payment Date (and related Accrual Period) for the Group 4 Notes will be an annual
rate equal to the least of (i) One-Year LIBOR plus 1.25%, (ii) 10.50% and (iii) the related Class A
Available Funds Cap Rate.
(5) The Note Interest Rate of the Class A-X Notes on any Payment Date (and related Accrual Period) will equal
an annual rate (not less than zero) calculated as (A) the product of (i) the excess, if any, of (x) the
weighted average of the Class A Available Funds Cap Rates of the Group 1 Notes, Group 2 Notes, Group 3
Notes and Group 4 Notes for such Payment Date, weighted based on the relative aggregate Class Principal
Amounts of the Group 1 Notes, Group 2 Notes, Group 3 Notes and Group 4 Notes immediately before such
Payment Date, over (y) the weighted average of the Note Interest Rates of Group 1 Notes, Group 2 Notes,
Group 3 Notes and Group 4 Notes for such Payment Date, weighted based on the relative aggregate Class
Principal Amounts of the Group 1 Notes, Group 2 Notes, Group 3 Notes and Group 4 Notes immediately before
such Payment Date multiplied by (ii) the quotient of the actual number of days in the related Accrual
Period divided by 30 minus (B) the product of (I) the sum of (1) the Class A Deferred Amounts for such
Payment Date and (2) the Class A Available Funds Cap Shortfalls for such Payment Date and (II) 12, divided
by the Class Notional Amount of the Class A-X Notes.
(6) On or before the General Auction Payment Date, the Note Interest Rates with respect to any Payment Date
(and related Accrual Period) with respect to the Class B-1 Notes, Class B-2 Notes, Class B-3 Notes, Class
B-4 Notes, Class B-5 Notes and Class B-6 Notes will be equal to the weighted average of the Available Funds
Cap Rate applicable to each Mortgage Loan Group, weighted based on the Subordinate Component of each such
Mortgage Loan Group. After the General Auction Payment Date, the Note Interest Rates with respect to any
Payment Date (and related Accrual Period) with respect to the Class B-1 Notes, Class B-2 Notes, Class B-3
Notes, Class B-4 Notes, Class B-5 Notes and Class B-6 Notes will equal the excess, if any, of (a) the
weighted average of the Available Funds Cap Rate applicable to each Mortgage Loan Group, weighted based on
the Subordinate Component of each such Mortgage Loan Group (after taking into account, in the case of the
Group 3 Notes, on and after the Payment Date in July 2017, the Group 3 Final Maturity Reserve Date) over
(b) an annual rate equal to the aggregate of (i) the product of any remaining Class A Available Funds Cap
Shortfalls for such Payment Date after taking into account the reduction in the Class A-X Note Interest
Rate by any Class A Available Funds Cap Shortfalls, multiplied by 12 and divided by (ii) the aggregate of
the Class Principal Amounts of the Class B-1 Notes, Class B-2 Notes, Class B-3 Notes, Class B-4 Notes,
Class B-5 Notes and Class B-6 Notes immediately before such Payment Date.
(7) The Class A-X Notes are interest-only Notes which accrue interest at the applicable Note Interest Rate (as
described in footnote (5) of this table) based on a Class Notional Amount for any Payment Date equal to the
aggregate Class Principal Amount of the Offered Notes. The initial Class Notional Amount of the Class A-X
Notes as of the Closing Date is $1,412,265,000.
ARTICLE I
DEFINITIONS
SECTION 1.01. Defined Terms.
Whenever used in this Agreement or in the Preliminary Statement, the following words and phrases, unless
the context otherwise requires, shall have the meanings specified in this Article.
"10% Clean-Up Call Date": As defined in Section 10.01(a).
"10% Clean-Up Call Right": The option of Xxxxxxxxx or its assignee to call the Notes on the 10%
Clean-Up Call Date.
"10-K Filing Deadline": As defined in Section 3.19(b).
"1-Month LIBOR": With respect to the Mortgage Loans, the average of interbank offered rates for one
month U.S. dollar deposits in the London market based on quotations of major banks.
"1-Month LIBOR Indexed": Indicates a Mortgage Loan that has an adjustable Loan Rate calculated on the
basis of 1-Month LIBOR.
"1-Year CMT": With respect to the Mortgage Loans, the weekly average yield on United States Treasury
securities adjusted to a constant maturity of one year as published by the Federal Reserve Board in Statistical
Release H.15(519).
"1-Year CMT Indexed": Indicates a Mortgage Loan that has an adjustable Loan Rate calculated on the
basis of 1-Year CMT.
"1-Year LIBOR": With respect to the Mortgage Loans, the average of interbank offered rates for one-year
U.S. dollar deposits in the London market based on quotations of major banks.
"1-Year LIBOR Indexed": Indicates a Mortgage Loan that has an adjustable Loan Rate calculated on the
basis of 1-Year LIBOR.
"3-Year CMT": With respect to the Mortgage Loans, the weekly average yield on United States Treasury
Securities adjusted to a constant maturity of three years as published by the Federal Reserve Board.
"3-Year CMT Indexed": Indicates a Mortgage Loan that has an adjustable Loan Rate calculated on the
basis of 3-Year CMT.
"1-Year MTA": With respect to the Mortgage Loans, the twelve-month moving average of the monthly yield
on United States Treasury Securities adjusted to a constant maturity of one year which is calculated by averaging
the previous twelve-month values of the 1-Year CMT Index.
"1-Year MTA Indexed": Indicates a Mortgage Loan that has an adjustable Loan Rate calculated on the
basis of 1-Year MTA Index.
"6-Month LIBOR": With respect to the Mortgage Loans, the average of interbank offered rates for
six-month U.S. dollar deposits in the London market based on quotations of major banks.
"6-Month LIBOR Indexed": Indicates a Mortgage Loan that has an adjustable Loan Rate calculated on the
basis of 6-Month LIBOR.
"Accepted Master Servicing Practices": With respect to any Mortgage Loan, as applicable, either (x)
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 Indenture Trustee (as successor Master Servicer) or the
Master Servicer (except in its capacity as a Servicer or as a successor to another Servicer), or (y) as provided
in the applicable Servicing Agreement, to the extent applicable to any Servicer, but in no event below the
standard set forth in clause (x).
"Accrual Period": With respect to each Payment Date and each Class of Offered Notes, the period
beginning on the prior Payment Date (or the Closing Date, in the case of the first Payment Date) and ending on
the day immediately preceding such Payment Date. Interest for such Classes will be calculated based upon a
360-day year and the actual number of days in each Accrual Period. With respect to each Payment Date and any
Class A-X Notes and each Class of Subordinate Notes, the calendar month prior to the month of such Payment Date.
Interest for such Classes will be calculated based upon a 360-day year consisting of twelve 30-day months.
"Additional Collateral": With respect to any Additional Collateral Mortgage Loan, the marketable
securities or other assets subject to a security interest pursuant to the related pledge agreement.
"Additional Collateral Mortgage Loan": Each Mortgage Loan identified as such in the Mortgage Loan
Schedule and as to which Additional Collateral is then required to be provided as security therefor.
"Additional Disclosure Notification": As defined in Section 3.19(a).
"Additional Form 10-D Disclosure": As defined in Section 3.19(a).
"Additional Form 10-K Disclosure": As defined in Section 3.19(b).
"Adjustment Date": With respect to each Mortgage Loan, each adjustment date on which the related Loan
Rate changes pursuant to the related Mortgage Note. The first Adjustment Date following the Cut-Off Date as to
each Mortgage Loan is set forth in the Mortgage Loan Schedule.
"Administration Agreement". The Administration Agreement dated as of July 1, 2007 among the Issuer, the
Owner Trustee and the Securities Administrator.
"Advance": As to any Mortgage Loan or REO Property, any advance made by the Master Servicer (including
the Indenture Trustee in its capacity as successor Master Servicer) in respect of any Payment Date pursuant to
Section 5.05.
"Affiliate": With respect to any Person, any other Person controlling, controlled by or under common
control with such Person. For purposes of this definition, "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 and "controlling" and "controlled" shall have meanings correlative to the foregoing.
"Aggregate Subordinate Percentage": As to any Payment Date, the percentage equivalent of a fraction,
the numerator of which is the aggregate of the Class Principal Amounts of the Classes of Subordinate Notes and
the denominator of which is the sum of (i) the Pool Balance for such Payment Date and (ii) amounts, if any, on
deposit in the Reserve Fund for such Payment Date.
"Agreement": This Sale and Servicing Agreement, dated as of July 1, 2007, as amended, supplemented and
otherwise modified from time to time.
"Applicable Credit Support Percentage": As defined in Section 5.01(e).
"Assignment": As to any Mortgage, an assignment of mortgage, notice of transfer or equivalent
instrument, in recordable form, which is sufficient, under the laws of the jurisdiction in which the related
Mortgaged Property is located, to reflect or record the sale of such Mortgage.
"Auction Administrator": As defined in Section 8.17.
"Auction Administration Agreement": The Auction Administration Agreement dated as of July 31, 2007
between the Auction Swap Counterparty and the Auction Administrator.
"Auction Notes": The Offered Notes.
"Auction Payment Date": Either the Group 1 Auction Payment Date (in the case of the Group 1 Notes) or
the General Auction Payment Date (in the case of the Group 2 Notes, Group 3 Notes and Group 4 Notes).
"Auction Proceeds Account": The account maintained by the Auction Administrator pursuant to the Auction
Administration Agreement.
"Auction Swap Agreement": The swap agreement by and between the Auction Swap Counterparty and the
Auction Administrator, including the ISDA Master Agreement, the schedule thereto and the related confirmation
(RBS Reference No. HG5F270), each dated as of July 31, 2007.
"Auction Swap Counterparty": The Royal Bank of Scotland, plc, or its successor or assigns.
"Available Funds": With respect to any Payment Date and any Mortgage Loan Group, the sum of the
Interest Distribution Amount for such Payment Date and the Principal Distribution Amount for such Payment Date.
"Available Funds Cap Rate": With respect to any Payment Date and any Mortgage Loan Group, the per annum
rate equal to the product of (1) the fraction, expressed as a percentage, the numerator of which is the Interest
Distribution Amount for that Mortgage Loan Group for the related Due Period and the denominator of which is the
sum of the Class Principal Amounts of the Offered Notes related to such Mortgage Loan Group and the Subordinate
Component related to such Mortgage Loan Group immediately prior to such Payment Date, and (2) 12.
"Back-Up Certification": As defined in Section 3.18.
"Base Value": With respect to any Mortgage Loan for which Additional Collateral has been pledged, the
value of the Additional Collateral as determined with respect to that Mortgage Loan in accordance with the
applicable underwriting guidelines.
"Book-Entry Notes": As defined in the Indenture.
"Business Day": Any day other than a Saturday, a Sunday or a day on which banking or savings
institutions in the State of Minnesota, the State of Maryland, the State of Illinois, the State of New York or in
the city in which the Corporate Trust Office of the Indenture Trustee is located are authorized or obligated by
law or executive order to be closed.
"Certificateholder": The holder of Ownership Certificates.
"Certificate Distribution Account": The account maintained by or on behalf of the Securities
Administrator pursuant to Section 4.05 for the benefit of the Issuer and the Certificateholders.
"Certificate of Trust": The certificate of trust filed with the Delaware Secretary of State on July 25,
2007 in respect of the Issuer pursuant to Section 3810 of the Delaware Trust Statute.
"Certificate Register": As defined in the Trust Agreement.
"Certifying Person": As defined in Section 3.18.
"Class": Collectively, Notes that have the same priority of payment and bear the same class designation
and the form of which is identical except for variation in the Percentage Interest evidenced thereby.
"Class 0X-0 Xxxxxx": 0.30%
"Class 0X-0 Xxxxxx": 0.50%
"Class 0X-0 Xxxxxx": 0.22%
"Class 0X-0 Xxxxxx": 0.35%
"Class 0X-0 Xxxxxx": 0.22%
"Class 0X-0 Xxxxxx": 0.35%
"Class 0X-0 Xxxxxx": 0.22%
"Class 0X-0 Xxxxxx": 0.35%
"Class 0X-0 Xxxxxx": 0.21%
"Class 0X-0 Xxxxxx": 0.35%
"Class 1A-1 Note": Any of the Class 1A-1 Notes as designated on the face thereof, executed by the
Issuer and authenticated and delivered by the Securities Administrator, substantially in the form annexed as
Exhibit A-1 of the Indenture.
"Class 1A-2 Note": Any of the Class 1A-2 Notes as designated on the face thereof, executed by the
Issuer and authenticated and delivered by the Securities Administrator, substantially in the form annexed as
Exhibit A-1 of the Indenture.
"Class 2A-1 Note": Any of the Class 2A-1 Notes as designated on the face thereof, executed by the
Issuer and authenticated and delivered by the Securities Administrator, substantially in the form annexed as
Exhibit A-1 of the Indenture.
"Class 2A-2 Note": Any of the Class 2A-2 Notes as designated on the face thereof, executed by the
Issuer and authenticated and delivered by the Securities Administrator, substantially in the form annexed as
Exhibit A-1 of the Indenture.
"Class 3A-1 Note": Any of the Class 3A-1 Notes as designated on the face thereof, executed by the
Issuer and authenticated and delivered by the Securities Administrator, substantially in the form annexed as
Exhibit A-1 of the Indenture.
"Class 3A-2 Note": Any of the Class 3A-2 Notes as designated on the face thereof, executed by the
Issuer and authenticated and delivered by the Securities Administrator, substantially in the form annexed as
Exhibit A-1 of the Indenture.
"Class 4A-1 Note": Any of the Class 4A-1 Notes as designated on the face thereof, executed by the
Issuer and authenticated and delivered by the Securities Administrator, substantially in the form annexed as
Exhibit A-1 of the Indenture.
"Class 4A-2 Note": Any of the Class 4A-2 Notes as designated on the face thereof, executed by the
Issuer and authenticated and delivered by the Securities Administrator, substantially in the form annexed as
Exhibit A-1 of the Indenture.
"Class 4A-3 Note": Any of the Class 4A-3 Notes as designated on the face thereof, executed by the
Issuer and authenticated and delivered by the Securities Administrator, substantially in the form annexed as
Exhibit A-1 of the Indenture.
"Class 4A-4 Note": Any of the Class 4A-4 Notes as designated on the face thereof, executed by the
Issuer and authenticated and delivered by the Securities Administrator, substantially in the form annexed as
Exhibit A-1 of the Indenture.
"Class A Available Funds Cap Rate": With respect to any Payment Date and any Class of Offered Notes, a
per annum rate equal to the product of (1) the Available Funds Cap Rate of the related Mortgage Loan Group
(minus, in the case of the Group 3 Mortgage Loans, on and after the Payment Date in July 2017, the Group 3 Final
Maturity Reserve Rate) and (2) 30 divided by the actual number of days in the related Accrual Period.
"Class A Available Funds Cap Shortfalls": With respect to any Payment Date and any Class of Offered
Notes, an amount, if any, equal to the sum of (i) the excess of the amount of interest that would have accrued on
that Class of Offered Notes for the related Accrual Period had the applicable Note Interest Rate been determined
without regard to the applicable Class A Available Funds Cap Rate over the amount of interest actually accrued on
such Class of Offered Notes for such Accrual Period, (ii) any amounts described in clause (i) above for prior
Payment Dates that remain unpaid, and (iii) interest on the amount described in clause (ii) at the applicable
Note Interest Rate determined without regard to the applicable Class A Available Funds Cap Rate.
"Class A Deferred Amount": For each Payment Date and for each Class of Offered Notes, the amount by
which (x) the aggregate of any Realized Losses previously applied in reduction of the Class Principal Amount
thereof exceeds (y) the sum of (1) the aggregate of amounts previously distributed in reimbursement thereof and
(2) the amount by which the Class Principal Amount of such Class has been increased due to any Subsequent
Recovery.
"Class A-X Note": Any of the Class A-X Notes as designated on the face thereof, executed by the Issuer
and authenticated and delivered by the Securities Administrator, substantially in the form annexed as Exhibit A-2
of the Indenture.
"Class B-1 Note": Any of the Class B-1 Notes as designated on the face thereof, executed by the Issuer
and authenticated and delivered by the Securities Administrator, substantially in the form annexed as Exhibit A-2
of the Indenture.
"Class B-2 Note": Any of the Class B-2 Notes as designated on the face thereof, executed by the Issuer
and authenticated and delivered by the Securities Administrator, substantially in the form annexed as Exhibit A-2
of the Indenture.
"Class B-3 Note": Any of the Class B-3 Notes as designated on the face thereof, executed by the Issuer
and authenticated and delivered by the Securities Administrator, substantially in the form annexed as Exhibit A-2
of the Indenture.
"Class B-4 Note": Any of the Class B-4 Notes as designated on the face thereof, executed by the Issuer
and authenticated and delivered by the Securities Administrator, substantially in the form annexed as Exhibit A-2
of the Indenture.
"Class B-5 Note": Any of the Class B-5 Notes as designated on the face thereof, executed by the Issuer
and authenticated and delivered by the Securities Administrator, substantially in the form annexed as Exhibit A-2
of the Indenture.
"Class B-6 Note": Any of the Class B-6 Notes as designated on the face thereof, executed by the Issuer
and authenticated and delivered by the Securities Administrator, substantially in the form annexed as Exhibit A-2
of the Indenture.
"Class Notional Amount": With respect to the Class A-X Notes and any Payment Date, the sum of the Class
Principal Amounts of the Offered Notes immediately before such Payment Date. The initial Class Notional Amount
of the Class A-X Notes as of the Closing Date is $1,423,789,000.
"Class Principal Amount": As to any Payment Date, with respect to any Class of Notes (other than the
Class A-X Notes), the initial Class Principal Amount as set forth in the table in the Preliminary Statement
hereto as reduced by the sum of (x) all amounts actually distributed in respect of principal of that Class on all
prior Payment Dates, (y) all Realized Losses, if any, actually allocated to that Class on all prior Payment Dates
and (z) any applicable Writedown Amount; provided, however, that pursuant to Section 5.10, the Class Principal
Amount of a Class of Notes may be increased up to the amount of Realized Losses previously allocated to such
Class in the event that there is a Subsequent Recovery on a Mortgage Loan, and the Note Principal Amount of any
individual Note of such Class will be increased by its pro rata share of the increase to such Class.
"Class Subordination Percentage": With respect to each Class of Subordinate Notes and any Payment Date,
the percentage equivalent of a fraction the numerator of which is the Class Principal Amount of such Class
immediately before such Payment Date and the denominator of which is the aggregate of the Class Principal Amounts
of all Classes of Notes immediately before such Payment Date.
"Clean-Up Call Date": As defined in Section 10.01(a).
"Clean-Up Call Purchase Price": As defined in Section 10.01(a).
"Clean-Up Call Right": Either the 10% Clean-Up Call Right or the Master Servicer Clean-Up Call Right,
as applicable.
"Close of Business": As used herein, with respect to any Business Day and location, 5:00 p.m. at such
location.
"Closing Date": July 31, 2007.
"Code": The Internal Revenue Code of 1986, as amended.
"Collateral Account": The trust account created and maintained by the Securities Administrator pursuant
to Section 4.07 hereof.
"Collection Account": The trust account or accounts created and maintained by the Securities
Administrator pursuant to Section 4.02 hereof which shall be entitled "Collection Account, Xxxxx Fargo Bank,
N.A., as Securities Intermediary for LaSalle Bank National Association, as Indenture Trustee, in trust for the
registered Noteholders of Xxxxxxxxx Mortgage Securities Trust 2007-3, Mortgage-Backed Notes, Series 2007-3" and
which must be an Eligible Account.
"Commission": U.S. Securities and Exchange Commission.
"Compensating Interest Payment": With respect to any Payment Date, an amount equal to the amount, if
any, by which (x) the aggregate amount of any Interest Shortfalls (excluding for such purpose all shortfalls as a
result of Relief Act Reductions) required to be paid by the Servicers pursuant to the related Servicing Agreement
with respect to such Payment Date, exceeds (y) the aggregate amount actually paid by the Servicers in respect of
such shortfalls; provided, that such amount, to the extent payable by the Master Servicer, shall not exceed the
aggregate Master Servicing Fee that would be payable to the Master Servicer in respect of such Payment Date
without giving effect to any Compensating Interest Payment.
"Contractual Rights": As defined in the Preliminary Statement.
"Control": The meaning specified in Section 8-106 of the New York UCC.
"Converted Mortgage Loan": Any Mortgage Loan as to which the Mortgagor thereunder has exercised its
right under the related Mortgage Note to convert the adjustable Loan Rate thereon to a fixed Loan Rate.
"Converted Mortgage Loan Schedule": With respect to each Payment Date, a schedule prepared by the
Master Servicer pursuant to Section 3.25(c) listing each Convertible Mortgage Loan that has become a Converted
Mortgage Loan during the immediately preceding Due Period, and the Purchase Price for each such Converted
Mortgage Loan.
"Convertible Mortgage Loan": Any Mortgage Loan which, at the option of the Mortgagor and in accordance
with the terms of the related Mortgage Note, may have the related Mortgage Rate converted from an adjustable rate
to a fixed rate.
"Cooperative Corporation": The entity that holds title (fee or an acceptable leasehold estate) to the
real property and improvements constituting the Cooperative Property and which governs the Cooperative Property,
which Cooperative Corporation must qualify as a Cooperative Housing Corporation under Section 216 of the Code.
"Cooperative Loan": Any Mortgage Loan secured by Cooperative Shares and a Proprietary Lease.
"Cooperative Loan Documents": As to any Cooperative Loan, (i) the Cooperative Shares, together with a
stock power in blank; (ii) the original or a copy of the executed Security Agreement and the assignment of the
Security Agreement in blank; (iii) the original or a copy of the executed Proprietary Lease and the original
assignment of the Proprietary Lease endorsed in blank; (iv) the original, if available, or a copy of the executed
Recognition Agreement and, if available, the original assignment of the Recognition Agreement (or a blanket
assignment of all Recognition Agreements) endorsed in blank; (v) UCC-1 financing statement with evidence of
recording thereon, which has been filed in all places required to perfect the security interest in the
Cooperative Shares and the Proprietary Lease; and (vi) UCC Amendments (or copies thereof) or other appropriate
UCC financing statements required by state law, evidencing a complete and unbroken line from the mortgagee to the
Indenture Trustee with evidence of recording thereon (or in a form suitable for recordation).
"Cooperative Property": The real property and improvements owned by the Cooperative Corporation, that
includes the allocation of individual dwelling units to the holders of the Cooperative Shares of the Cooperative
Corporation.
"Cooperative Shares": Shares issued by a Cooperative Corporation.
"Cooperative Unit": A single family dwelling located in a Cooperative Property.
"Corporate Trust Office": With respect to the Indenture Trustee, the principal corporate trust office
of the Indenture Trustee at which at any particular time its corporate trust business in connection with this
Agreement shall be administered, which office at the date of the execution of this instrument is located at 000
Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, Attention: Global Securities and Trust Services, Xxxxxxxxx
0000-0, or at such other address as the Indenture Trustee may designate from time to time by notice to the
Noteholders, the Depositor and the Seller. With respect to the Securities Administrator and the Note Registrar
and (i) presentment of Notes for registration of transfer, exchange or final payment, Xxxxx Fargo Bank, National
Association, Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000, Attention: Corporate Trust,
Xxxxxxxxx Mortgage Securities Trust 2007-3, and (ii) for all other purposes, X.X. Xxx 00, Xxxxxxxx, Xxxxxxxx
00000 (or for overnight deliveries, 0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000), Attention: Corporate
Trust, Xxxxxxxxx Mortgage Securities Trust 2007-3.
"Correspondent Sellers Guide": The Initial Seller's Correspondent Sellers Guide, revised June 5, 2006,
as amended by Regulation AB Amendment dated December 1, 2005, and as revised and/or amended from time to time.
"Credit Support Annex": Any of the credit support annexes entered into between the Yield Maintenance
Counterparty and the Securities Administrator on behalf of the Trust, in connection with the Yield Maintenance
Agreements.
"Current Interest": On each Payment Date, the amount of interest which each Class of Notes is entitled
to receive (to the extent of funds available) for the related Accrual Period, which is equal to (a) interest at
the applicable Note Interest Rate on the Class Principal Amount or Class Notional Amount, as applicable,
immediately prior to such Payment Date, of that Class plus (b) unpaid interest amounts consisting of the excess
of all amounts calculated in accordance with clause (a) above on all prior Payment Dates over the amount actually
distributed as interest on the prior Payment Dates.
"Custodian": LaSalle and its successors acting as custodian of the Mortgage Files.
"Cut-Off Date": With respect to any Mortgage Loan, other than a Qualified Substitute Mortgage Loan, the
Close of Business in New York City on July 1, 2007. With respect to any Qualified Substitute Mortgage Loan, the
date designated as such on the Mortgage Loan Schedule (as amended).
"Cut-Off Date Aggregate Principal Balance": The aggregate of the Cut-Off Date Principal Balances of the
Mortgage Loans which is $1,482,692,367.51.
"Cut-Off Date Principal Balance": With respect to any Mortgage Loan, the principal balance thereof
remaining to be paid, after application of all scheduled principal payments due on or before the Cut-Off Date
whether or not received as of the Cut-Off Date (or as of the applicable date of substitution with respect to a
Qualified Substitute Mortgage Loan).
"Deferred Interest" With respect to any Negative Amortization Mortgage Loan and any Due Period, the
excess, if any, of interest accrued on the unpaid principal balance thereof at the applicable Loan Rate over the
applicable Monthly Payment.
"Definitive Notes": As defined in the Indenture.
"Delaware Trust Statute": Chapter 38 of Title 12 of the Delaware Code, 12 Dec. C. Section 3801 et. seq.
as the same may be amended from time to time.
"Deleted Mortgage Loan": A Mortgage Loan replaced or to be replaced by one or more Qualified Substitute
Mortgage Loans pursuant to Section 2.04.
"Delinquent": Any Mortgage Loan with respect to which the Monthly Payment due on a Due Date is not made
by the succeeding Due Date.
"Deposit Date": The day in each calendar month on which the Securities Administrator is required to
remit payments from the Collection Account to the Note Payment Account, which is the 24th day of each calendar
month no later than 1:00 p.m. (New York City time) (or, if such 24th day is not a Business Day, the immediately
preceding Business Day).
"Depositor": Structured Asset Mortgage Investments II Inc., a Delaware corporation, having its
principal place of business in New York, or its successor in interest.
"Determination Date": For any Payment Date and each Mortgage Loan, the date each month, as set forth in
the related Servicing Agreement, on which the related Servicer determines the amount of all funds required to be
remitted to the Master Servicer on the Servicer Remittance Date with respect to the Mortgage Loans it is
servicing.
"Document Transfer Event": The day on which (i) Xxxxx Fargo Bank, N.A. or any successor thereto is no
longer the servicer of any of the Mortgage Loans, (ii) the senior, unsecured long-term debt rating of Xxxxx Fargo
& Company assigned by Fitch Ratings is less than "BBB-" or (iii) any Rating Agency requires Xxxxx Fargo Bank,
N.A., as Servicer to deliver the Retained Mortgage Files to the Custodian.
"Due Date": With respect to each Mortgage Loan and any Payment Date, the first day of the calendar
month in which such Payment Date occurs on which the Monthly Payment for such Mortgage Loan was due, exclusive of
any days of grace.
"Due Period": With respect to any Payment Date, the period commencing on the second day of the month
preceding the month in which such Payment Date occurs and ending on the first day of the month in which such
Payment Date occurs.
"Eight-Year Hybrid Mortgage Loans": The Mortgage Loans identified as such and as set forth on Schedule
I hereto.
"Eligible Account": Any of
(i) an account or accounts maintained with a federal or state chartered depository institution
or trust company the short-term unsecured debt obligations of which (or, in the case of a depository
institution or trust company that is the principal subsidiary of a holding company, the short-term unsecured
debt obligations of such holding company) are rated in the highest short term rating category of each Rating
Agency at the time any amounts are held on deposit therein;
(ii)a trust account or accounts maintained with the trust department of a federal or state
chartered depository institution, national banking association or trust company acting in its fiduciary
capacity; or
(iii) an account otherwise acceptable to each Rating Agency without reduction or withdrawal
of its then current ratings of the Notes as evidenced by a letter from such Rating Agency to the Securities
Administrator and the Indenture Trustee. Eligible Accounts may bear interest.
"Employee Loan": Any Mortgage Loan identified as such in the Mortgage Loan Schedule and which was
originated by the Initial Seller, which provides for an increase in the Loan Rate thereof in the event of the
change of employment of the Mortgagor thereunder.
"Entitlement Order": The meaning specified in Section 8-102(a)(8) of the New York UCC (i.e., generally,
orders directing the transfer or redemption of any Financial Asset).
"Event of Default": In respect of the Master Servicer, one or more of the events (howsoever described)
set forth in Section 7.01 hereof as an event or events upon the occurrence and continuation of which the Master
Servicer may be terminated.
"Exchange Act": The Securities Exchange Act of 1934, as amended.
"Expense Fee": With respect to any Mortgage Loan, the sum of (w) the Retained Interest, if any, (x) the
Master Servicing Fee and (y) the related Servicing Fee with respect to the related Servicer.
"Expense Fee Rate": With respect to any Mortgage Loan, the per annum rate at which the Expense Fee
accrues for such Mortgage Loan as set forth in the Mortgage Loan Schedule.
"Xxxxxx Xxx": The Federal National Mortgage Association or any successor thereto.
"FDIC": The Federal Deposit Insurance Corporation or any successor thereto.
"Final Recovery Determination": With respect to any defaulted Mortgage Loan or any REO Property (other
than a Mortgage Loan or REO Property purchased by the Initial Seller, the Seller, TMI or Xxxxx Fargo Bank, N.A.,
pursuant to or contemplated by Section 2.04, 3.25 and 10.01), a determination made by the related Servicer that
all Insurance Proceeds, Liquidation Proceeds and other payments or recoveries which it expects to be finally
recoverable in respect thereof have been so recovered.
"Financial Asset": The meaning specified in Section 8-102(a) of the New York UCC.
"Five-Year Hybrid Mortgage Loans": The Mortgage Loans identified as such and as set forth on Schedule I
hereto.
"Form 8-K Disclosure Information": As defined in Section 3.19(c).
"Xxxxxxx Mac": The Federal Home Loan Mortgage Corporation or any successor thereto.
"General Auction Payment Date": The Payment Date in July 2012.
"Gross Margin": With respect to each Mortgage Loan, the fixed percentage set forth in the related
Mortgage Note that is added to the applicable Index on each Adjustment Date in accordance with the terms of the
related Mortgage Note used to determine the Loan Rate for such Mortgage Loan.
"Group 1 Auction Payment Date": The Payment Date in July 2010.
"Group 1 Deferred Interest Adjustment Percentage": With respect to the Group 1 Mortgage Loans and any
Payment Date for which Deferred Interest was recognized in the related Due Period or for which there is an
Ownership Certificate Distribution Amount, a fraction, expressed as a percentage, the numerator of which equals
the excess, if any, of (a) the Principal Distribution Amount for Group 1 for such Payment Date over (b) the sum
of the amount of Deferred Interest plus any Ownership Certificate Distribution Amount and the denominator of
which is the Principal Distribution Amount for Group 1 for such Payment Date. With respect to any Payment Date
for which there is no Net Deferred Interest, the Group 1 Deferred Interest Adjustment Percentage will equal 0.00%.
"Group 1 Mortgage Loans": A Mortgage Loan that is identified as such on the Mortgage Loan Schedule.
"Group 1 Notes": The Class 1A-1 Notes and Class 1A-2 Notes.
"Group 1 Percentage": For any Payment Date, the fraction, expressed as a percentage, the numerator of
which is the aggregate Scheduled Principal Balance of the Group 1 Mortgage Loans for such Payment Date and the
denominator of which is the Pool Balance for such Payment Date.
"Group 1 Yield Maintenance Agreement": The interest rate cap agreement by and between the Yield
Maintenance Counterparty and the Securities Administrator, on behalf of the Issuer, including the ISDA Master
Agreement and Schedule to the Master Agreement, the related confirmation (Ref No. IRG16355468.2A) and credit
support annex, each dated as of July 31, 2007, relating to the Group 1 Notes.
"Group 2 Mortgage Loans": A Mortgage Loan that is identified as such on the Mortgage Loan Schedule.
"Group 2 Notes": The Class 2A-1 Notes and Class 2A-2 Notes.
"Group 2 Percentage": For any Payment Date, the fraction, expressed as a percentage, the numerator of
which is the aggregate Scheduled Principal Balance of the Group 2 Mortgage Loans for such Payment Date and the
denominator of which is the Pool Balance for such Payment Date.
"Group 2 Yield Maintenance Agreement": The interest rate cap agreement by and between the Yield
Maintenance Counterparty and the Securities Administrator, on behalf of the Issuer, including the ISDA Master
Agreement and Schedule to the Master Agreement, the related confirmation (Ref No. IRG163554469.2A) and credit
support annex, each dated as of July 31, 2007, relating to the Group 2 Notes.
"Group 3 Final Maturity Reserve Account": The Eligible Account created and maintained by the Securities
Administrator pursuant to Section 4.06(b) of this Agreement.
"Group 3 Final Maturity Reserve Amount": With respect to the Group 3 Mortgage Loans and each Payment
Date, on and after the Payment Date in July 2017 up to and including the earlier of the Payment Date in July 2037
or the termination of the Trust, if the aggregate Scheduled Principal Balance of the Group 3 Mortgage Loans with
forty-year original terms to maturity is greater than the amount set forth in Schedule II of this Agreement, the
lesser of (A) the product of (x) the Group 3 Final Maturity Reserve Rate, (y) the aggregate outstanding principal
balance of the Group 3 Mortgage Loans with forty-year original terms to maturity on that Payment Date and (z) a
fraction, the numerator of which is 30 and the denominator of which is 360 and (B) the Group 3 Final Maturity
Reserve Shortfall for such Payment Date. For (a) each Payment Date prior to the Payment Date in July 2017 or
(b) each Payment Date on and after the Payment Date in July 2017 for which the aggregate Scheduled Principal
Balance of the Group 3 Mortgage Loans with forty-year original terms to maturity does not exceed the aggregate
Scheduled Principal Balance on Schedule II of this Agreement, zero.
"Group 3 Mortgage Loans" : A Mortgage Loan that is identified as such on the Mortgage Loan Schedule.
"Group 3 Notes": The Class 3A-1 Notes and Class 3A-2 Notes.
"Group 3 Percentage": For any Payment Date, the fraction, expressed as a percentage, the numerator of
which is the aggregate Scheduled Principal Balance of the Group 3 Mortgage Loans for such Payment Date and the
denominator of which is the Pool Balance for such Payment Date.
"Group 3 Yield Maintenance Agreement": The interest rate cap agreement by and between the Yield
Maintenance Counterparty and the Securities Administrator, on behalf of the Issuer, including the ISDA Master
Agreement and Schedule to the Master Agreement, the related confirmation (Ref No. IRG16355470.2A) and credit
support annex, each dated as of July 31, 2007, relating to the Group 3 Notes.
"Group 4 Mortgage Loans" : A Mortgage Loan that is identified as such on the Mortgage Loan Schedule.
"Group 4 Notes": The Class 4A-1 Notes, Class 4A-2 Notes, Class 4A-3 Notes and Class 4A-4 Notes.
"Group 4 Percentage": For any Payment Date, the fraction, expressed as a percentage, the numerator of
which is the aggregate Scheduled Principal Balance of the Group 4 Mortgage Loans for such Payment Date and the
denominator of which is the Pool Balance for such Payment Date.
"Group 4 Yield Maintenance Agreement": The interest rate cap agreement by and between the Yield
Maintenance Counterparty and the Securities Administrator, on behalf of the Issuer, including the ISDA Master
Agreement and Schedule to the Master Agreement, the related confirmation (Ref No. IRG16355471.2A) and credit
support annex, each dated as of July 31, 2007, relating to the Group 4 Notes.
"Holder" or "Securityholder": The registered holder of any Note or Ownership Certificates as recorded
on the books of the Note Registrar or the Certificate Registrar except that, solely for the purposes of taking
any action or giving any consent pursuant to this Agreement, any Notes or Ownership Certificates registered in
the name of the Depositor, the Master Servicer, the Securities Administrator, the Indenture Trustee or the Owner
Trustee or any Affiliate thereof (unless any such Person owns 100% of such Class or a 100% beneficial ownership
in the Ownership Certificate) shall be deemed not to be outstanding in determining whether the requisite
percentage necessary to effect any such consent has been obtained, except that, in determining whether the
Indenture Trustee and the Securities Administrator shall be protected in relying upon any such consent, only
Notes and Ownership Certificates which a Responsible Officer of the Indenture Trustee or the Securities
Administrator has actual knowledge to be so held shall be disregarded. The Indenture Trustee and the Securities
Administrator may request and conclusively rely on certifications by the Depositor in determining whether any
Notes or Ownership Certificates are registered to an Affiliate of the Depositor.
"Indemnified Persons": The Issuer, the Indenture Trustee (individually in its corporate capacity and in
its capacity as Indenture Trustee), the Custodian, the Owner Trustee (individually in its corporate capacity and
in its capacity as Owner Trustee), the Master Servicer, the Initial Seller, the Seller, the Depositor and the
Securities Administrator (in all capacities hereunder) and their officers, directors, agents and employees and,
with respect to the Indenture Trustee, any separate co-trustee and its officers, directors, agents and employees.
"Indenture": The Indenture dated as of July 1, 2007, among the Issuer, the Indenture Trustee and the
Securities Administrator, as such may be amended or supplemented from time to time.
"Indenture Trustee": LaSalle Bank National Association, not in its individual capacity but solely as
Indenture Trustee, or any successor in interest which accepts its appointment as Indenture Trustee hereunder and
agrees to act in such capacity in accordance herewith.
"Indenture Trustee Fee": The annual ongoing fee of the Indenture Trustee payable by the Master Servicer
on behalf of the Issuer as provided in Section 8.05 and pursuant to the terms of a separate fee letter between
the Indenture Trustee and Xxxxxxxxx.
"Independent": When used with respect to any accountants, a Person who is "independent" within the
meaning of Rule 2-01 of the Securities and Exchange Commission' Regulation S.X. When used with respect to any
other specified Person, any such Person who (a) is in fact independent of the Depositor and its Affiliates, (b)
does not have any direct financial interest in or any material indirect financial interest in the Depositor or
any Affiliate thereof, (c) is not connected with the Depositor or any Affiliate thereof as an officer, employee,
promoter, underwriter, trustee, partner, director or Person performing similar functions and (d) is not a member
of the immediate family of a Person defined in clause (b) or (c) above.
"Index": With respect to each Mortgage Loan and each Adjustment Date, the index specified in the
related Mortgage Note.
"Initial Note Principal Amount": With respect to any Notes (other than the Class A-X Notes), the amount
designated "Original Principal Amount of this Note" on the face thereof.
"Initial Note Notional Amount": With respect to the Class A-X Notes, the amount designated "Original
Notional Amount of this Note" on the face thereof.
"Initial One-Month LIBOR Rate": 5.320%
"Initial Mortgage Loan Group 1 Balance": $398,947,566.89.
"Initial Mortgage Loan Group 2 Balance": $220,437,338.71.
"Initial Mortgage Loan Group 3 Balance": $504,777,300.25.
"Initial Mortgage Loan Group 4 Balance": $358,530,161.66
"Initial Seller": Xxxxxxxxx, in its capacity as seller under the TMFI Mortgage Loan Purchase Agreement.
"Insurance Proceeds": With respect to any Mortgage Loan, proceeds of any title policy, hazard policy or
other insurance policy covering a Mortgage Loan or related Mortgaged Property, to the extent such proceeds are
not to be applied to the restoration of the related Mortgaged Property or released to the related Mortgagor in
accordance with the related Servicing Agreement.
"Interest Distribution Amount": With respect to any Payment Date and any Mortgage Loan Group, an amount
equal to the sum of the following for each Mortgage Loan in that Mortgage Loan Group: (1) all interest received
or advanced by the Servicer of the Mortgage Loan or the Master Servicer in the related Due Period and available
in the Note Payment Amount on that Payment Date, less any related Servicing Fees, Master Servicing Fees and
Retained Interest; (2) all Compensating Interest Payments paid with respect to the Mortgage Loan if the Mortgage
Loan was prepaid during the related Prepayment Period; and (3) the portion of any Purchase Price or other amount
paid with respect to the Mortgage Loans allocable to interest, minus the Group 1 Percentage, Group 2 Percentage,
Group 3 Percentage or Group 4 Percentage, as applicable, of any fees or other amounts reimbursable to the Master
Servicer (other than the Master Servicing Fee), the Servicer (other than Servicing Fees), the Securities
Administrator, the Indenture Trustee (other than its Indenture Trustee Fee), the Custodian (other than its fees)
and the Owner Trustee (other than its Owner Trustee Fee) pursuant to the Operative Agreements, plus (4) solely
with respect to the Group 1 Mortgage Loans, the lesser of (a) any Deferred Interest recognized with respect to
the Group 1 Mortgage Loans and (b) the Principal Distribution Amount for Group 1 for that Distribution Date.
"Interest Shortfall": With respect to any Payment Date and each Mortgage Loan that during the related
Prepayment Period was the subject of a Principal Prepayment or a reduction of its Monthly Payment under the
Relief Act or similar state or local law, an amount determined as follows:
(a) Principal Prepayments in part received during the relevant Prepayment Period: the difference
between (i) one month's interest at the applicable Net Loan 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 Loan Rate) received
at the time of such prepayment; and
(b) Principal Prepayments in full received during the relevant Prepayment Period: the difference
between (i) one month's interest at the applicable Net Loan Rate on the Scheduled 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 Loan Rate) received at the time of such prepayment; and
(c) any Relief Act Reductions for such Payment Date.
"Issuer": Xxxxxxxxx Mortgage Securities Trust 2007-3.
"Item 1122 Responsible Party": As defined in Section 3.22.
"LaSalle": LaSalle Bank National Association.
"LIBOR Business Day": Any day on which banks in London, England and The City of New York are open and
conducting transactions in foreign currency and exchange.
"LIBOR Determination Date": The second LIBOR Business Day immediately preceding the commencement of
each Accrual Period for each Class of Offered Notes.
"Liquidated Mortgage Loan": As to any Payment Date, any Mortgage Loan in respect of which the related
Servicer or the Master Servicer has determined, in accordance with the servicing procedures specified herein, as
of the end of the related Prepayment Period, that all Liquidation Proceeds that it expects to recover with
respect to the liquidation of such Mortgage Loan or disposition of the related REO Property have been recovered.
"Liquidation Event": With respect to any Mortgage Loan, any of the following events: (i) such Mortgage
Loan is paid in full; (ii) a Final Recovery Determination is made as to such Mortgage Loan; or (iii) such
Mortgage Loan is removed from the Trust Estate by reason of its being purchased, sold or replaced pursuant to or
as contemplated hereunder. With respect to any REO Property, either of the following events: (i) a Final
Recovery Determination is made as to such REO Property; or (ii) such REO Property is removed from the Trust
Estate by reason of its being sold or purchased pursuant to Section 10.01 hereof or the applicable provisions of
the related Servicing Agreement.
"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 related Servicers, 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": With respect to any Mortgage Loan, the amount (other than amounts received in
respect of the rental of any REO Property prior to REO Disposition) received by the related Servicer as proceeds
from the liquidation of such Mortgage Loan, as determined in accordance with the applicable provisions of the
related Servicing Agreement, other than Subsequent Recoveries; provided that (i) with respect to any Mortgage
Loan or REO Property repurchased, substituted or sold pursuant to or as contemplated hereunder, or pursuant to
the applicable provisions of the related Servicing Agreement, "Liquidation Proceeds" shall also include amounts
realized in connection with such repurchase, substitution or sale and (ii) with respect to a defaulted Additional
Collateral Mortgage Loan, "Liquidation Proceeds" shall also include the amount realized on the related Additional
Collateral, including any amounts paid under any Surety Bond.
"Loan Rate": With respect to each Mortgage Loan, the annual rate at which interest accrues on such
Mortgage Loan from time to time in accordance with the provisions of the related Mortgage Note.
"Loan-to-Collateral Value Ratio": With respect to each Mortgage Loan and any date of determination, a
fraction, expressed as a percentage, the numerator of which is the Principal Balance of the Mortgage Loan at such
date of determination less the Base Value of any related Additional Collateral and the denominator of which is
the Value of the related Mortgaged Property.
"Loan-to-Value Ratio": With respect to each Mortgage Loan and any date of determination, a fraction,
expressed as a percentage, the numerator of which is the Principal Balance of the Mortgage Loan at such date of
determination and the denominator of which is the Value of the related Mortgaged Property.
"Lost Note Affidavit": With respect to any Mortgage Loan as to which the original Mortgage Note has
been lost or destroyed and has not been replaced, an affidavit from the Seller certifying that the original
Mortgage Note has been lost, misplaced or destroyed (together with a copy of the related Mortgage Note and
indemnifying the Trust against any loss, cost or liability resulting from the failure to deliver the original
Mortgage Note) in the form of Exhibit H hereto.
"Majority Securityholders": Until such time as the sum of the Class Principal Amounts of all Classes of
Notes has been reduced to zero, the holder or holders of in excess of 50% of the aggregate Class Principal Amount
of all Classes of Notes (accordingly, the holder of the Ownership Certificates shall be excluded from any rights
or actions of the Majority Securityholders during such period); and thereafter, the holder or holders of in
excess of 50% of the Percentage Interests of the Ownership Certificates.
"Master Servicer": Xxxxx Fargo Bank, N.A., or any successor Master Servicer appointed as herein
provided.
"Master Servicer Clean-Up Call Date": As defined in Section 10.01(a).
"Master Servicer Clean-Up Call Right": The option of Xxxxx Fargo Bank, N.A., so long as it is acting as
Master Servicer, to purchase the outstanding Mortgage Loans and REO Properties on the Master Servicer Clean-Up
Call Date.
"Master Servicing Fee": As to any Payment Date and each related Mortgage Loan, an amount equal to the
product of the applicable Master Servicing Fee Rate and the outstanding Principal Balance of such Mortgage Loan
as of the first day of the related Due Period. The Master Servicing Fee for any Mortgage Loan shall be payable
in respect of any Payment Date solely from the interest portion of the Monthly Payment or other payment or
recovery with respect to such Mortgage Loan.
"Master Servicing Fee Rate": 0.010% per annum.
"Master Servicing Guide": Xxxxx Fargo Conduit and Norwest Conduit Servicing Guide, dated January 1997,
as amended.
"Maximum Loan Rate": With respect to each Mortgage Loan, the percentage set forth in the related
Mortgage Note as the maximum Loan Rate thereunder.
"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.
"Modifiable Mortgage Loan": Any Mortgage Loan which, at the option of the Mortgagor and in accordance
with the terms of the related Mortgage Note, may have the related Mortgage Rate modified to any adjustable rate
or hybrid product offered at the time by the related originator.
"Modified Mortgage Loan": Any Modifiable Mortgage Loan as to which the related Mortgagor has exercised
the right to modify the Mortgage Rate.
"Modified Mortgage Loan Schedule": With respect to each Payment Date, a schedule prepared by the Master
Servicer pursuant to Section 3.25(c) listing each Modifiable Mortgage Loan that has become a Modified Mortgage
Loan during the immediately preceding Due Period, and the Purchase Price for each such Modified 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 Payment": With respect to any Mortgage Loan, the scheduled monthly payment of principal and/or
interest on such Mortgage Loan that is payable by the related Mortgagor from time to time under the related
Mortgage Note, determined, for the purposes of this Agreement: (a) after giving effect to any reduction in the
amount of interest collectible from the related Mortgagor pursuant to the Relief Act or similar state or local
law; (b) without giving effect to any extension granted or agreed to by the related Servicer pursuant to the
applicable provisions of the related Servicing Agreement; and (c) on the assumption that all other amounts, if
any, due under such Mortgage Loan are paid when due.
"Moody's": Xxxxx'x Investors Service, Inc. or any successor thereto.
"Mortgage": The mortgage, deed of trust or other instrument creating a first lien on, or first priority
security interest in, a Mortgaged Property securing a Mortgage Note.
"Mortgage File": The mortgage documents listed in Section 2.01 hereof pertaining to a particular
Mortgage Loan and any additional documents required to be added to the Mortgage File pursuant to this Agreement.
"Mortgage Loan": Each mortgage loan (including Cooperative Loans) transferred and assigned to the
Indenture Trustee for the benefit of the Noteholders pursuant to Section 2.01 or Section 2.04(d) hereof as from
time to time held as a part of the Trust Estate, the Mortgage Loans so held being identified in the Mortgage Loan
Schedule or Schedule I hereto.
"Mortgage Loan Group 1": At any time, the Group 1 Mortgage Loans in the aggregate and any REO
Properties acquired in respect thereof.
"Mortgage Loan Group 2": At any time, the Group 2 Mortgage Loans in the aggregate and any REO
Properties acquired in respect thereof.
"Mortgage Loan Group 3": At any time, the Group 3 Mortgage Loans in the aggregate and any REO
Properties acquired in respect thereof.
"Mortgage Loan Group 4": At any time, the Group 4 Mortgage Loans in the aggregate and any REO
Properties acquired in respect thereof.
"Mortgage Loan Group": Any of Mortgage Loan Group 1, Mortgage Loan Group 2, Mortgage Loan Group 3 or
Mortgage Loan Group 4, as the context requires.
"Mortgage Loan Group Balance": As to each Mortgage Loan Group and any Payment Date, the aggregate of
the Scheduled Principal Balances, as of the Close of Business on the first day of the month preceding the month
in which such Payment Date occurs, of the Mortgage Loans in such Mortgage Loan Group that were Outstanding
Mortgage Loans on such date.
"Mortgage Loan Purchase Agreement": Each of the TMFI Mortgage Loan Purchase Agreement and the SAMI
Mortgage Loan Purchase Agreement. References in this Agreement to the "applicable" or "related" Mortgage Loan
Purchase Agreement means the TMFI Mortgage Loan Purchase Agreement, in the case of the Initial Seller, and the
SAMI Mortgage Loan Purchase Agreement, in the case of the Seller.
"Mortgage Loan Schedule": As of any date, the list of Mortgage Loans included in the Trust Estate on
such date, attached hereto as Schedule I. The Mortgage Loan Schedule shall be prepared by the Seller and shall
set forth the following information with respect to each Mortgage Loan:
(i) the Mortgage Loan identifying number;
(ii) the Mortgagor's name;
(iii) the street address of the Mortgaged Property, including the state and
five-digit ZIP code;
(iv) a code indicating whether the Mortgaged Property was represented by the borrower,
at the time of origination, as being owner-occupied;
(v) a code indicating whether the Residential Dwelling constituting the Mortgaged
Property is (a) a detached single family dwelling, (b) a dwelling in a planned
unit development, (c) a condominium unit, (d) a two- to four-unit residential
property, (e) a townhouse, (f) a cooperative or (g) other type of Residential
Dwelling;
(vi) if the related Mortgage Note permits the borrower to make Monthly Payments of
interest only for a specified period of time, (a) the original number of such
specified Monthly Payments and (b) the remaining number of such Monthly Payments
as of the Cut-Off Date;
(vii) the original months to maturity;
(viii) the stated remaining months to maturity from the Cut-Off Date based on the
original amortization schedule;
(ix) the Loan-to-Value Ratio at origination;
(x) the value of any Additional Collateral at origination;
(xi)the Loan-to-Collateral Value Ratio at origination;
(xii) the Loan Rate in effect immediately following the Cut-Off Date;
(xiii) the date on which the first Monthly Payment is or was due on the Mortgage Loan;
(xiv) the stated maturity date;
(xv) the Master Servicing Fee Rate and the Servicing Fee Rate, if any;
(xvi) whether such loan is an Additional Collateral Mortgage Loan or an Employee
Loan;
(xvii) the last Due Date on which a Monthly Payment was actually applied to the
unpaid Scheduled Principal Balance;
(xviii) the original principal balance of the Mortgage Loan;
(xix) the Scheduled Principal Balance of the Mortgage Loan on the Cut-Off Date and
a code indicating the purpose of the Mortgage Loan (i.e., purchase financing,
rate/term refinancing, cash-out refinancing);
(xx) the Index and Gross Margin specified in related Mortgage Note;
(xxi) the next Adjustment Date, if applicable;
(xxii) the Maximum Loan Rate, if applicable;
(xxiii) the Value of the Mortgaged Property;
(xxiv) the sale price of the Mortgaged Property, if applicable;
(xxv) the product code;
(xxvi) the Expense Fee Rate therefor;
(xxvii) the Servicer that is servicing such Mortgage Loan and the originator of such
Mortgage Loan; and
(xxviii) whether the Mortgage Loan is an Adjustable Rate Mortgage Loan, a Three-Year
Hybrid Mortgage Loan, a Five-Year Hybrid Mortgage Loan, a Seven-Year Hybrid
Mortgage Loan, an Eight-Year Hybrid Mortgage Loan or a Ten-Year Hybrid Mortgage
Loan and whether the Mortgage Loan is a Negative Amortization Mortgage Loan.
Information set forth in clauses (ii) and (iii) above regarding each Mortgagor and the related
Mortgaged Property shall be confidential and the Indenture Trustee (or the Master Servicer) shall not disclose
such information except to the extent disclosure may be required by any law or regulatory or administrative
authority; provided, however, that the Trustee may disclose on a confidential basis any such information to its
agents, attorneys and any auditors in connection with the performance of its responsibilities hereunder.
The Mortgage Loan Schedule, as in effect from time to time, shall also set forth the following
information with respect to the Mortgage Loans in the aggregate as of the Cut-Off Date: (1) the number of
Mortgage Loans; (2) the current Scheduled Principal Balance of the Mortgage Loans; (3) the weighted average Loan
Rate of the Mortgage Loans; and (4) the weighted average remaining months to maturity of the Mortgage Loans. The
Mortgage Loan Schedule shall be amended from time to time by the Seller in accordance with the provisions of this
Agreement.
"Mortgage Note": The original executed note or other evidence of indebtedness evidencing the
indebtedness of a Mortgagor under a Mortgage Loan.
"Mortgaged Property": Either of (x) the fee simple or leasehold interest in real property, together
with improvements thereto including any exterior improvements to be completed within 120 days of disbursement of
the related Mortgage Loan proceeds, or (y) in the case of a Cooperative Loan, the related Cooperative Shares and
Proprietary Lease, securing the indebtedness of the Mortgagor under the related Mortgage Loan.
"Mortgagor": The obligor on a Mortgage Note.
"Negative Amortization Mortgage Loan": In case of Group 1, a Hybrid Mortgage Loan or an Adjustable Rate
Mortgage Loan under which, pursuant to the terms of the related Mortgage Note, the borrower may elect to make a
Monthly Payment which is less than the interest accrued on the Mortgage Loan at the applicable Loan Rate for the
related Due Period.
"Net Deferred Interest": With respect to any Payment Date and the Negative Amortization Mortgage Loans,
the excess, if any, of Deferred Interest recognized on such Negative Amortization Mortgage Loans for the related
Due Period over the Principal Distribution Amount for the Group 1 Mortgage Loans for such Payment Date.
"Net Liquidation Proceeds": With respect to any Liquidated Mortgage Loan or any other disposition of
related Mortgaged Property (including REO Property), the related Liquidation Proceeds net of Advances, related
Servicing Advances, Master Servicing Fee, related Servicing Fees and any other accrued and unpaid servicing fees
received and retained in connection with the liquidation of such Mortgage Loan or Mortgaged Property, and any
related Retained Interest.
"Net Loan Rate": With respect to any Mortgage Loan (or the related REO Property), as of any date of
determination, a per annum rate of interest equal to the then applicable Loan Rate for such Mortgage Loan minus
the related Servicing Fee Rate, Master Servicing Fee Rate and Retained Rate, if any.
"Nonrecoverable": The determination by the Master Servicer or the related Servicer in respect of a
delinquent Mortgage Loan that if it were to make an Advance in respect thereof, such amount would not be
recoverable from any collections or other recoveries (including Liquidation Proceeds) on such Mortgage Loan.
"Note": Any of the Class 1A-1, Class 1A-2, Class 2A-1, Class 2A-2, Class 3A-1, Class 3A-2, Class 4A-1,
Class 4A-2, Class 4A-3, Class 4A-4, Class A-X, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class
B-6 Notes.
"Note Interest Rate": With respect to each Class of Notes and any Payment Date, the applicable per
annum rate described in the footnotes to the table in the Preliminary Statement hereto:
"Note Payment Account": The account maintained by the Securities Administrator pursuant to Section 4.04
hereof which shall be entitled "Note Payment Account, Xxxxx Fargo Bank, N.A., as Securities Intermediary for
LaSalle Bank National Association, as Indenture Trustee, in trust for the registered Noteholders of Xxxxxxxxx
Mortgage Securities Trust 2007-3, Mortgage-Backed Notes, Series 2007-3" and which must be an Eligible Account.
"Note Principal Amount": With respect to each Note of a given Class (other than a Notional Note) and
any date of determination, the product of (i) the Class Principal Amount of such Class and (ii) the applicable
Percentage Interest of such Note.
"Note Register" and "Note Registrar": As defined in the Indenture.
"Noteholder" or "Holder": As defined in the Indenture.
"Notional Note": Any Class A-X Note.
"Offered Notes": Any Class 1A-1, Class 1A-2, Class 2A-1, Class 2A-2, Class 3A-1, Class 3A-2, Class
4A-1, Class 4A-2, Class 4A-3 and Class 4A-4 Notes.
"Offering Documents": The Prospectus Supplement, the Prospectus and the Private Placement Memorandum.
"Officer's Certificate": A certificate signed by the Chairman of the Board, the Vice Chairman of the
Board, the President or a vice president (however denominated), or by the Treasurer, the Secretary, or one of the
assistant treasurers or assistant secretaries of the Seller, the Master Servicer, the Securities Administrator or
the Depositor, as applicable.
"One-Month LIBOR": In the case of the Offered Notes, with respect to the first Accrual Period, the
Initial One-Month LIBOR Rate. With respect to each subsequent Accrual Period, a per annum rate determined on the
LIBOR Determination Date in the following manner by the Securities Administrator on the basis of the "Interest
Settlement Rate" set by the British Bankers' Association ("BBA") for one-month United States dollar deposits, as
such rates appear on the Telerate Page 3750, as of 11:00 a.m. (London time) on such LIBOR Determination Date.
(a) If on such a LIBOR Determination Date, the BBA's Interest Settlement Rate does not appear on
the Telerate Page 3750 as of 11:00 a.m. (London time), or if the Telerate Page 3750 is not available on such
date, the Securities Administrator will obtain such rate from Reuters' "page LIBOR 01" or Bloomberg's page
"BBAM." If such rate is not published for such LIBOR Determination Date, One-Month LIBOR for such date will be
the most recently published Interest Settlement Rate. In the event that the BBA no longer sets an Interest
Settlement Rate, the Securities Administrator will designate an alternative index that has performed, or that the
Securities Administrator expects to perform, in a manner substantially similar to the BBA's Interest Settlement
Rate.
(b) The establishment of One-Month LIBOR by the Securities Administrator and the Securities
Administrator's subsequent calculation of the Note Interest Rates applicable to the Offered Notes for the
relevant Accrual Period, in the absence of manifest error, will be final and binding.
"One-Year LIBOR": With respect to the Offered Notes and any Accrual Period in which the Note Interest
Rate of a Class of Offered Notes is indexed off of One-Year LIBOR, a per annum rate determined on the LIBOR
Determination Date in the following manner by the Securities Administrator on the basis of the "Interest
Settlement Rate" set by the BBA for one-year United States dollar deposits, as such rates appear on the Telerate
Page 3750, as of 11:00 a.m. (London time) on such LIBOR Determination Date.
(a) If on such a LIBOR Determination Date, the BBA's Interest Settlement Rate does not appear on
the Telerate Page 3750 as of 11:00 a.m. (London time), or if the Telerate Page 3750 is not available on such
date, the Securities Administrator will obtain such rate from Reuters' "page LIBOR 01" or Bloomberg's page
"BBAM." If such rate is not published for such LIBOR Determination Date, One-Year LIBOR for such date will be
the most recently published Interest Settlement Rate. In the event that the BBA no longer sets an Interest
Settlement Rate, the Securities Administrator will designate an alternative index that has performed, or that the
Securities Administrator expects to perform, in a manner substantially similar to the BBA's Interest Settlement
Rate.
(b) The establishment of One-Year LIBOR by the Securities Administrator and the Securities
Administrator's subsequent calculation of Note Interest Rates applicable to the Offered Notes for the relevant
Accrual Period, in the absence of manifest error, will be final and binding.
"Operative Agreements": The Trust Agreement, the Certificate of Trust, this Agreement, the Mortgage
Loan Purchase Agreements, the Indenture, the Administration Agreement, the Yield Maintenance Agreements, the
Auction Administration Agreement, the Auction Swap Agreement and each other document contemplated by any of the
foregoing to which the Depositor, the Owner Trustee, the Securities Administrator, the Master Servicer, the
Indenture Trustee or the Issuer is a party.
"Opinion of Counsel": A written opinion of counsel, who may, without limitation, be a salaried counsel
for the Depositor, the Initial Seller, the Seller, the Master Servicer, the Securities Administrator or the
Indenture Trustee, acceptable to the Indenture Trustee or the Securities Administrator, as applicable, but which
must be Independent outside counsel concerning federal income tax matters.
"Optional Notes Purchase Date": As defined in the Indenture.
"Optional Notes Purchase Right": As defined in the Indenture.
"Original Applicable Credit Support Percentage": With respect to each Class of Subordinate Notes, the
corresponding percentage set forth below opposite its Class designation:
Class B-1 2.70%
Class B-2 1.80%
Class B-3 1.25%
Class B-4 0.75%
Class B-5 0.35%
Class B-6 0.00%
"Original Class Notional Amount": With respect to the Class A-X Notes, the corresponding aggregate
notional amount set forth opposite the Class designation of such Class in the Preliminary Statement.
"Original Class Principal Amount": With respect to each Class of Notes other than the Notional Notes,
the corresponding aggregate amount set forth opposite the Class designation of such Class in the Preliminary
Statement.
"Original Subordinated Principal Amount": The aggregate of the Original Class Principal Amounts of the
Classes of Subordinate Notes.
"Original Trust Agreement": The Trust Agreement dated as of July 25, 2007 by and between the Owner
Trustee and the Depositor pursuant to which the Issuer was formed by filing of the Certificate of Trust.
"Outstanding Mortgage Loan": As of any Due Date, a Mortgage Loan with a Scheduled Principal Balance
greater than zero, that was not the subject of a prepayment in full prior to such Due Date and that did not
become a Liquidated Mortgage Loan prior to such Due Date.
"Overcollateralized Group": With respect to any Payment Date and any Group 1 Notes, Group 2 Notes,
Group 3 Notes or Group 4 Notes as to which the aggregate Class Principal Amount thereof after giving effect to
payments pursuant to Section 5.01(a) on such Payment Date, is less than the sum of (i) the Scheduled Principal
Balances of the related Mortgage Loan Group as of the last day of the related Due Period and (ii) amounts, if
any, on deposit in the Reserve Fund with respect to such Group or Groups of Notes for such Payment Date.
"Owner Trustee": Wilmington Trust Company, a Delaware banking corporation, not in its individual
capacity, but solely as owner trustee under the Trust Agreement, or any successor in interest which accepts its
appointment as Owner Trustee and agrees to act in such capacity in accordance with the Trust Agreement.
"Owner Trustee Fee": The annual on-going fee payable by the Master Servicer on behalf of the Trust to
the Owner Trustee as provided in Section 8.05 and pursuant to the terms of a separate fee letter agreement.
"Ownership Certificate": A certificate representing an undivided beneficial ownership interest in the
Trust, substantially in the form attached as Exhibit A to the Trust Agreement.
"Ownership Certificate Distribution Amount": For any Payment Date and the Group 1 Mortgage Loans, an
amount equal to the lesser of (A) the excess of (i) the Principal Distribution Amount for such Payment Date over
(ii) the Deferred Interest for the related Due Period and (B) the aggregate Net Deferred Interest for all prior
Payment Dates over the aggregate of all payments made in respect of the Ownership Certificates on all prior
Payment Dates.
"Paying Agent": Initially, the Securities Administrator, in its capacity as paying agent for the Notes
under the Indenture and paying agent for the Certificates under the Trust Agreement, or any successor to the
Securities Administrator in such capacity.
"Payment Date": The 25th day of the month, or, if such day is not a Business Day, the next Business Day
commencing in August 2007.
"Payment Date Statement": As defined in Section 5.04(a) hereof.
"PCAOB": The Public Company Accounting Oversight Board.
"Percentage Interest": With respect to any Note, a fraction, expressed as a percentage, the numerator
of which is the Initial Note Principal Amount or Initial Note Notional Amount, as applicable, represented by such
Note and the denominator of which is the Original Class Principal Amount or Original Class Notional Amount, as
applicable, of the related Class. With respect to any Ownership Certificate, the Percentage Interest noted on
the face of such certificate.
"Permitted Investments": Any one or more of the following obligations or securities acquired at a
purchase price of not greater than par, regardless of whether issued or managed by the Depositor, the Securities
Administrator, the Master Servicer, the Indenture Trustee, the Owner Trustee or any of their respective
Affiliates or for which an Affiliate of the Depositor, the Indenture Trustee, the Owner Trustee, the Securities
Administrator or the Master Servicer serves as an advisor:
(i) direct obligations of, or obligations fully guaranteed as to timely payment of principal
and interest by, the United States or any agency or instrumentality thereof, provided such obligations
are backed by the full faith and credit of the United States;
(ii)(A) demand and time deposits in, certificates of deposit of, bankers' acceptances issued
by or federal funds sold by any depository institution or trust company (including the Indenture
Trustee, the Owner Trustee, the Master Servicer or the Securities Administrator or their agents acting
in their respective commercial capacities) incorporated under the laws of the United States of America
or any state thereof and subject to supervision and examination by federal and/or state authorities, so
long as, at the time of such investment or contractual commitment providing for such investment, such
depository institution or trust company or its ultimate parent has a short-term uninsured debt rating in
one of the two highest available rating categories of each Rating Agency and (B) any other demand or
time deposit or deposit which is fully insured by the FDIC;
(iii) repurchase obligations with respect to any security described in clause (i) above and
entered into with a depository institution or trust company (acting as principal) rated A or higher by
the Rating Agencies;
(iv)securities bearing interest or sold at a discount that are issued by any corporation
incorporated under the laws of the United States of America, the District of Columbia or any State
thereof and that are rated by each Rating Agency in its highest long-term unsecured rating categories at
the time of such investment or contractual commitment providing for such investment;
(v) commercial paper (including both non-interest-bearing discount obligations and
interest-bearing obligations) that is rated by each Rating Agency in its highest short-term unsecured
debt rating available at the time of such investment;
(vi)units of money market funds (which may be 12b-1 funds, as contemplated by the Commission
under the Investment Company Act of 1940) registered under the Investment Company Act of 1940 including
funds managed or advised by the Indenture Trustee, the Owner Trustee, the Master Servicer or the
Securities Administrator or an affiliate thereof having the highest applicable rating from each Rating
Agency; and
(vii) if previously confirmed in writing to the Indenture Trustee or the Securities
Administrator, any other demand, money market or time deposit, or any other obligation, security or
investment, as may be acceptable to each Rating Agency in writing as a permitted investment of funds
backing securities having ratings equivalent to its highest initial rating of the Offered Notes;
provided, however, that no instrument described hereunder shall evidence either the right to receive (a) only
interest with respect to the obligations underlying such instrument or (b) both principal and interest payments
derived from obligations underlying such instrument and the interest and principal payments with respect to such
instrument provide a yield to maturity at par greater than 120% of the yield to maturity at par of the underlying
obligations.
"Person": Any individual, corporation, partnership, limited liability company, joint venture,
association, joint stock company, trust, unincorporated organization or government or any agency or political
subdivision thereof.
"Pool Balance": As to any Payment Date, the aggregate of the Scheduled Principal Balances, as of the
second day of the month preceding the month in which such Payment Date occurs, of the Mortgage Loans that were
Outstanding Mortgage Loans on such date.
"Prepayment Penalty Amount": With respect to any Mortgage Loan and each Payment Date, all premiums or
charges, if any, paid by Mortgagors under the related Mortgage Notes as a result of full or partial Principal
Prepayments collected by the applicable Servicer during the immediately preceding Prepayment Period, but only to
the extent required to be remitted to the Master Servicer on the applicable Servicer Remittance Date under the
terms of the related Servicing Agreement.
"Prepayment Period": With respect to any Payment Date, the calendar month preceding the month in which
such Payment Date occurs.
"Primary Insurance Policy": Mortgage guaranty insurance, if any, on an individual Mortgage Loan, as
evidenced by a policy or certificate.
"Principal Balance": As to any Mortgage Loan, other than a Liquidated Mortgage Loan, and any day, the
related Cut-Off Date Principal Balance, minus all collections credited against the Principal Balance of such
Mortgage Loan after the Cut-Off Date. For purposes of this definition, a Liquidated Mortgage Loan shall be
deemed to have a Principal Balance equal to the Principal Balance of the related Mortgage Loan as of the final
recovery of related Liquidation Proceeds and a Principal Balance of zero thereafter. As to any REO Property and
any day, the Principal Balance of the related Mortgage Loan immediately prior to such Mortgage Loan becoming REO
Property.
"Principal Deficiency Amount": For any Payment Date and for any Undercollateralized Group, the excess,
if any, of the aggregate Class Principal Amount of such Undercollateralized Group for such Payment Date, after
giving effect to payments pursuant to Section 5.01(a) on such date over the sum of (i) the Scheduled Principal
Balances of the Mortgage Loans in the related Mortgage Loan Group as of the Close of Business on the last day in
the related Due Period and (ii) amounts, if any, on deposit in the Reserve Fund with respect to the related
Undercollateralized Group or Groups for such Payment Date.
"Principal Distribution Amount": With respect to any Payment Date and any Mortgage Loan Group, an
amount equal to the sum of the following for each Mortgage Loan in that Mortgage Loan Group: (a) each Monthly
Payment of principal collected or advanced on the Mortgage Loans by the related Servicer or the Master Servicer
in respect of the related Due Period, (b) that portion of the Purchase Price, representing principal of any
repurchased or purchased Mortgage Loan, deposited to the Collection Account during the related Prepayment Period,
(c) the principal portion of any Substitution Adjustments deposited in the Collection Account during the related
Prepayment Period, (d) the principal portion of all Insurance Proceeds received during the related Prepayment
Period with respect to Mortgage Loans that are not yet Liquidated Mortgage Loans, (e) the principal portion of
all Net Liquidation Proceeds received during the related Prepayment Period with respect to Liquidated Mortgage
Loans (other than Subsequent Recoveries), (f) all Principal Prepayments in part or in full on Mortgage Loans
applied by the Servicers or the Master Servicer during the related Prepayment Period, (g) all Subsequent
Recoveries received during the related Prepayment Period and (h) on the Payment Date on which the Trust is to be
terminated pursuant to Section 10.01 hereof, that portion of the Clean-Up Call Purchase Price in respect of
principal.
"Principal Prepayment": Any payment of principal made by the Mortgagor on a Mortgage Loan that is
received in advance of its scheduled Due Date and that is not accompanied by an amount of interest representing
the full amount of scheduled interest due on any Due Date in any month or months subsequent to the month of
prepayment.
"Privately Offered Notes": Collectively, the Class A-X Notes and the Subordinate Notes.
"Private Placement Memorandum": The Confidential Private Placement Memorandum dated July 30, 2007
relating to the Privately Offered Notes.
"Pro Rata Share": As to any Payment Date and any Class of Subordinate Notes, the portion of the
Subordinate Principal Distribution Amount allocable to such Class, equal to the product of the (a) Subordinate
Principal Distribution Amount on such date and (b) a fraction, the numerator of which is the Class Principal
Amount of that Class and the denominator of which is the aggregate of the Class Principal Amounts of all Classes
of Subordinate Notes.
"Proprietary Lease": With respect to any Cooperative Unit, a lease or occupancy agreement between a
Cooperative Corporation and a holder of related Cooperative Shares.
"Prospectus": The Prospectus Supplement, together with the accompanying prospectus, dated June 28,
2007, relating to the Offered Notes.
"Prospectus Supplement": That certain Prospectus Supplement, dated July 30, 2007, relating to the
initial sale of the Offered Notes as supplemented by the Supplement to the Prospectus Supplement dated July 31,
2007.
"Purchase Price": With respect to any Mortgage Loan or REO Property to be purchased pursuant to or as
contemplated by Section 2.04, Section 3.25 or Section 10.01 hereof, and as confirmed by an Officers' Certificate
from the Initial Seller or the Seller, as applicable, to the Indenture Trustee, an amount equal to the sum of
(i) 100% of the Principal Balance thereof as of the date of purchase (or such other price as is provided in
Section 10.01), plus (ii) in the case of (x) a Mortgage Loan, accrued interest on such Principal Balance at the
applicable Loan Rate from the Due Date as to which interest was last covered by a payment by the Mortgagor
through the end of the calendar month in which the purchase is to be effected, and (y) an REO Property, the sum
of (1) accrued interest on such Principal Balance at the applicable Loan Rate from the Due Date as to which
interest was last covered by a payment by the Mortgagor plus (2) REO Imputed Interest for such REO Property for
each calendar month commencing with the calendar month in which such REO Property was acquired and ending with
the calendar month in which such purchase is to be effected, net of the total of all net rental income, Insurance
Proceeds and Liquidation Proceeds that as of the date of purchase had been distributed as or to cover REO Imputed
Interest, plus (iii) any unreimbursed Servicing Advances and any unpaid Expense Fees allocable to such Mortgage
Loan or REO Property, plus (iv) in the case of a Mortgage Loan required to be purchased pursuant to Section 2.04
hereof, any costs and damages incurred by the Indenture Trustee in respect of a breach or defect giving rise to
the purchase obligations or by the Issuer in connection with any violation by such Mortgage Loan of any
predatory- or abusive-lending laws.
"Qualified Substitute Mortgage Loan": A mortgage loan substituted for a Deleted Mortgage Loan pursuant
to the terms of this Agreement which must, on the date of such substitution, (i) have an outstanding principal
balance, after application of all Monthly Payments of principal and interest due during or prior to the month of
substitution, not in excess of, and not more than 5% less than, the Principal Balance of the Deleted Mortgage
Loan as of the Due Date in the calendar month during which the substitution occurs, (ii) have a maximum loan rate
not less than the Maximum Loan Rate of the Deleted Mortgage Loan, (iii) have a gross margin equal to or greater
than the Gross Margin of the Deleted Mortgage Loan, (iv) have the same Index as the Deleted Mortgage Loan, (v)
have its next adjustment date not more than two months after the next Adjustment Date of the Deleted Mortgage
Loan, (vi) have a remaining term to maturity not greater than (and not more than one year less than) that of the
Deleted Mortgage Loan, (vii) be current as of the date of substitution, (viii) have a Loan-to-Value Ratio and a
Loan-to-Collateral Value Ratio as of the date of substitution equal to or lower than the Loan-to-Value Ratio and
the Loan-to-Collateral Value Ratio, respectively, of the Deleted Mortgage Loan as of such date, (ix) have been
underwritten or re-underwritten in accordance with the same or substantially similar underwriting criteria and
guidelines as the Deleted Mortgage Loan, (x) is of the same or better credit quality as the Deleted Mortgage Loan
and (xi) conform to each representation and warranty set forth in Section 2.05 hereof applicable to the Deleted
Mortgage Loan. In the event that one or more mortgage loans are substituted for one or more Deleted Mortgage
Loans, the amounts described in clause (i) hereof shall be determined on the basis of aggregate principal
balances, the terms described in clause (vi) hereof shall be determined on the basis of weighted average
remaining term to maturity, the Loan-to-Value Ratio and Loan-to-Collateral Value Ratio described in clause
(viii) hereof shall be satisfied as to each such mortgage loan and, except to the extent otherwise provided in
this sentence, the representations and warranties described in clause (x) hereof must be satisfied as to each
Qualified Substitute Mortgage Loan or in the aggregate, as the case may be.
"Rating Agency": Each of Xxxxx'x and S&P and any respective successors thereto. If Xxxxx'x, S&P or
their respective successors shall no longer be in existence, "Rating Agency" shall include such nationally
recognized statistical rating agency or agencies, or other comparable Person or Persons, as shall have been
designated by the Depositor, notice of which designation shall be given to the Indenture Trustee, the Securities
Administrator and the Master Servicer.
"Realized Loss": With respect to any Liquidated Mortgage Loan, the amount of loss realized equal to the
portion of the Principal Balance remaining unpaid after application of all Net Liquidation Proceeds in respect of
such Liquidated Mortgage Loan.
"Recognition Agreement": With respect to any Cooperative Loan, an agreement between the related
Cooperative Corporation and the originator of such Mortgage Loan to establish the rights of such originator in
the related Cooperative Property.
"Record Date": With respect to each Payment Date and the Offered Notes, the Business Day preceding the
applicable Payment Date so long as such Offered Notes remain Book-Entry Notes and otherwise the Record Date shall
be same as for the Privately Offered Notes. For each Class of Privately Offered Notes, the last Business Day of
the calendar month preceding the month in which such Payment Date occurs.
"Refinancing Mortgage Loan": Any Mortgage Loan originated in connection with the refinancing of an
existing mortgage loan.
"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 clarifications and
interpretations 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.
"Relevant Servicing Criteria": The Servicing Criteria applicable to each party, as set forth on Exhibit
Q attached hereto and any similar exhibit set forth in each Servicing Agreement in respect of each Servicer.
Multiple parties can have responsibility for the same Relevant Servicing Criteria. With respect to a Servicing
Function Participant engaged by the Master Servicer, the Securities Administrator, the Indenture Trustee (in its
capacity as Custodian) or each Servicer, the term "Relevant Servicing Criteria" may refer to a portion of the
Relevant Servicing Criteria applicable to such parties.
"Relief Act": The Servicemembers Civil Relief Act, as amended.
"Relief Act Reductions": With respect to any Payment Date and any Mortgage Loan as to which there has
been a reduction in the amount of interest collectible thereon for the most recently ended Due Period as a result
of the application of the Relief Act or similar state or local law, the amount, if any, by which (i) interest
collectible on that Mortgage Loan during such Due Period is less than (ii) one month's interest on the Scheduled
Principal Balance of such Mortgage Loan at the Loan Rate for such Mortgage Loan before giving effect to the
application of the Relief Act or similar state or local law.
"Remittance Report": The Master Servicer's Remittance Report to the Securities Administrator providing
information with respect to each Mortgage Loan which is provided no later than the second Business Day following
each Determination Date and which shall contain such information as may be agreed upon by the Master Servicer and
the Securities Administrator and which shall be sufficient to enable the Securities Administrator to prepare the
related Payment Date Statement.
"REO Account": The account or accounts maintained by a Servicer in respect of an REO Property pursuant
to the related Servicing Agreement.
"REO Disposition": The sale or other disposition of an REO Property on behalf of the Trust.
"REO Imputed Interest": As to any REO Property, for any calendar month during which such REO Property
was at any time part of the Trust Estate, one month's interest at the applicable Net Loan Rate on the Principal
Balance of such REO Property (or, in the case of the first such calendar month, of the related Mortgage Loan if
appropriate) as of the Close of Business on the Due Date in such calendar month.
"REO Principal Amortization": With respect to any REO Property, for any calendar month, the excess, if
any, of (a) the aggregate of all amounts received in respect of such REO Property during such calendar month,
whether in the form of rental income, sale proceeds (including, without limitation, that portion of the Clean-Up
Call Purchase Price paid in connection with a purchase of all of the Mortgage Loans and REO Properties pursuant
to Section 10.01 hereof that is allocable to such REO Property) or otherwise, net of any portion of such amounts
(i) payable pursuant to the applicable provisions of the related Servicing Agreement in respect of the proper
operation, management and maintenance of such REO Property or (ii) payable or reimbursable to the applicable
Servicer pursuant to the applicable provisions of the related Servicing Agreement for unpaid Master Servicing
Fees and Servicing Fees in respect of the related Mortgage Loan and unreimbursed Servicing Advances and Advances
in respect of such REO Property or the related Mortgage Loan, over (b) the REO Imputed Interest in respect of
such REO Property for such calendar month.
"REO Property": A Mortgaged Property acquired by the applicable Servicer on behalf of the Issuer
through foreclosure or deed-in-lieu of foreclosure in accordance with the applicable provisions of the related
Servicing Agreement.
"Reportable Event": As defined in Section 3.19(c).
"Reporting Servicer": As defined in Section 3.19(b).
"Request for Release": A release signed by a Servicing Officer, in the form of Exhibit F attached
hereto.
"Reserve Fund": The reserve fund created and maintained by the Securities Administrator pursuant to
Section 4.06 which shall be entitled "Reserve Fund, Xxxxx Fargo Bank, N.A., as Securities Intermediary for
LaSalle Bank National Association, as Indenture Trustee, in trust for the Holders of the Xxxxxxxxx Mortgage
Securities Trust 2007-3 Mortgage-Backed Notes Series 2007-3, and which must be an Eligible Account.
"Residential Dwelling": Any one of the following: (i) a detached one-family dwelling, (ii) a two- to
four-family dwelling, (iii) a one-family dwelling unit in a condominium project, (iv) a manufactured home, (v) a
cooperative unit or (vi) a detached one-family dwelling in a planned unit development, none of which is a mobile
home.
"Responsible Officer": When used with respect to the Indenture Trustee or the Securities Administrator,
any director, any vice president, any assistant vice president, any associate assigned to the Corporate Trust
Office (or similar group) or any other officer of the Indenture Trustee or Securities Administrator, as
applicable, customarily performing functions similar to those performed by any of the above designated officers,
in each case, having direct responsibilities for the administration of the Operative Agreements to which the
Indenture Trustee or the Securities Administrator is a party and, with respect to a particular matter, to whom
such matter is referred because of such officer's knowledge of and familiarity with the particular subject.
"Restricted Classes": As defined in Section 5.01(e).
"Retained Interest": As to any Employee Loans originated by Xxxxxxxxx and each Payment Date, interest
accrued on the Principal Balance thereof at the Retained Rate.
"Retained Interest Holder": With respect to each Employee Loan, the Initial Seller or any successor in
interest by assignment or otherwise.
"Retained Mortgage Files": As to each WFB Mortgage Loan, the file consisting of the Mortgage Loan
Documents listed as items (iii), and (vi) through (viii) following the definition of "Mortgage File" in Section
2.01 that are to be delivered to the Indenture Trustee, as Custodian subsequent to a Document Transfer Event.
"Retained Rate": As of the Cut-off Date, and for each Due Period thereafter, 0.00% per annum; provided,
however, if the related Mortgagor of the Employee Loan ceases to be an employee or a director of Xxxxxxxxx or its
Affiliates, the amount of the increase in the per annum rate set forth in the related Mortgage Note.
"Xxxxxxxx-Xxxxx Act": The Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations of the Commission
promulgated thereunder (including any interpretations thereof by the Commission's staff).
"Xxxxxxxx-Xxxxx Certification": A written certification covering the activities of all Servicing
Function Participants (excluding the Custodian) and the Servicers and signed by an officer of the Master Servicer
that complies with (i) the Xxxxxxxx-Xxxxx Act of 2002, as amended from time to time, and (ii) Exchange Act Rules
13a-14(d) and 15d-14(d), as in effect from time to time; provided that if, after the Closing Date (a) the
Xxxxxxxx-Xxxxx Act of 2002 is amended, (b) the Rules referred to in clause (ii) are modified or superseded by any
subsequent statement, rule or regulation of the Commission or any statement of a division thereof, or (c) any
future releases, rules and regulations are published by the Securities and Exchange Commission from time to time
pursuant to the Xxxxxxxx-Xxxxx Act of 2002, which in any such case affects the form or substance of the required
certification and results in the required certification being, in the reasonable judgment of the Master Servicer,
materially more onerous than the form of the required certification as of the Closing Date, the Xxxxxxxx-Xxxxx
Certification shall be as agreed to by the Master Servicer, the Depositor and the Initial Seller following a
negotiation in good faith to determine how to comply with any such new requirements.
"SAMI Mortgage Loan Purchase Agreement": The mortgage loan purchase agreement between the Seller and
the Depositor, dated as of July 1, 2007 regarding the sale of the Mortgage Loans, the Contractual Rights and the
TMFI Contractual Rights by the Seller to the Depositor.
"Scheduled Principal Balance": With respect to any Mortgage Loan: (a) as of any date of determination
up to and including the Payment Date on which the proceeds, if any, of a Liquidation Event with respect to such
Mortgage Loan would be distributed, the outstanding principal balance of such Mortgage Loan as of the Cut-Off
Date (including any Deferred Interest added to such balance on or prior to the Cut-Off Date), as shown in the
Mortgage Loan Schedule plus any amount of Deferred Interest added to such balance subsequent to the Cut-Off Date,
minus, in the case of each Mortgage Loan, the sum of (i) the principal portion of each Monthly Payment due on a
Due Date subsequent to the Cut-Off Date, whether or not received, (ii) all Principal Prepayments received after
the Cut-Off Date, to the extent distributed pursuant to Section 5.01 before such date of determination and
(iii) all Liquidation Proceeds and Insurance Proceeds applied by the applicable Servicer as recoveries of
principal in accordance with the applicable provisions of the related Servicing Agreement, to the extent
distributed pursuant to Section 5.01 before such date of determination; and (b) as of any date of determination
subsequent to the Payment Date on which the proceeds, if any, of a Liquidation Event with respect to such
Mortgage Loan would be distributed, zero. With respect to any REO Property: (x) as of any date of determination
up to and including the Payment Date on which the proceeds, if any, of a Liquidation Event with respect to such
REO Property would be distributed, an amount (not less than zero) equal to the Scheduled Principal Balance of the
related Mortgage Loan as of the date on which such REO Property was acquired on behalf of the Trust, minus the
aggregate amount of REO Principal Amortization in respect of such REO Property for all previously ended calendar
months, to the extent distributed pursuant to Section 5.01 before such date of determination; and (y) as of any
date of determination subsequent to the Payment Date on which the proceeds, if any, of a Liquidation Event with
respect to such REO Property would be distributed, zero.
"Securities": Collectively, the Notes and the Ownership Certificates.
"Securities Act": The Securities Act of 1933, as amended and the rules and regulations thereunder.
"Securities Administrator": Xxxxx Fargo Bank, N.A., or its successor in interest, or any successor
securities administrator appointed as herein provided.
"Securities Intermediary": The Person acting as Securities Intermediary under this Agreement (which is
Xxxxx Fargo Bank, N.A.), its successor in interest, and any successor Securities Intermediary appointed pursuant
to Section 4.08.
"Security Agreement": With respect to any Cooperative Loan, the agreement between the owner of the
related Cooperative Shares and the originator of the related Mortgage Note that defines the terms of the security
interest in such Cooperative Shares and the related Proprietary Lease.
"Security Entitlement": The meaning specified in Section 8-102(a)(17) of the New York UCC.
"Seller": TMFI, in its capacity as seller under the SAMI Mortgage Loan Purchase Agreement and this
Agreement.
"Sellers": The Initial Seller and the Seller.
"Senior Credit Support Depletion Date": The date on which the Class Principal Amount of each Class of
Subordinate Notes has been reduced to zero.
"Senior Percentage": With respect to any Payment Date and a Mortgage Loan Group, the percentage
equivalent of a fraction (which shall not be greater than 100%) the numerator of which is the aggregate of the
Class Principal Amounts of the Class or Classes of Offered Notes relating to that Mortgage Loan Group immediately
prior to such Payment Date and the denominator of which is the Scheduled Principal Balance of all Mortgage Loans
in that Mortgage Loan Group for that Payment Date; provided, however, that on any Payment Date after a Senior
Termination Date has occurred with respect to a Mortgage Loan Group, the Senior Percentage for such Mortgage Loan
Group will be equal to 0%; and, provided, further, that on any Payment Date after a Senior Termination Date has
occurred with respect to two Mortgage Loan Groups, the Senior Percentage of the remaining Offered Notes shall be
the percentage equivalent of a fraction, the numerator of which is the aggregate of the Class Principal Amounts
of the remaining Class or Classes of Offered Notes immediately prior to such date and the denominator of which is
the aggregate of the Class Principal Amounts of all Classes of Notes, immediately prior to such date.
"Senior Prepayment Percentage": For each Mortgage Loan Group and any Payment Date occurring before July
2014, 100%. Except as provided herein, the Senior Prepayment Percentage for each Mortgage Loan Group and any
Payment Date occurring on or after the seventh anniversary of the first Payment Date will be as follows:
(i) from July 2014 through June 2015, the related Senior Percentage plus 70% of the related Subordinate Percentage
for such Payment Date; (ii) from July 2015 through June 2016, the related Senior Percentage plus 60% of the
related Subordinate Percentage for such Payment Date; (iii) from July 2016 through June 2017, the related Senior
Percentage plus 40% of the related Subordinate Percentage for such Payment Date; (iv) from July 2017 through June
2018, the related Senior Percentage plus 20% of the related Subordinate Percentage for such Payment Date; and
(v) from and after July 2018, the related Senior Percentage for such Payment Date; provided, however, that there
shall be no reduction in the Senior Prepayment Percentage for any Mortgage Loan Group on a Payment Date, unless
the Step Down Conditions are satisfied with respect to such Payment Date; and provided, further, that if on any
Payment Date occurring on or after the Payment Date in July 2014, the Senior Percentage for such Mortgage Loan
Group exceeds the initial Senior Percentage for such Mortgage Loan Group, the Senior Prepayment Percentage for
each Mortgage Loan Group for such Payment Date will again equal 100%.
Notwithstanding the above, (i) if on any Payment Date prior to July 2010 the Two Times Test is
satisfied, the Senior Prepayment Percentage for each Mortgage Loan Group will equal the related Senior Percentage
for such Payment Date plus 50% of an amount equal to the Subordinate Percentage for such Payment Date and (ii) if
on any Payment Date in or after July 2010 the Two Times Test is satisfied, the Senior Prepayment Percentage for
each Mortgage Loan Group will equal the Senior Percentage for such Payment Date; provided, however, on any
Payment Date after a Senior Termination Date has occurred with respect to a Mortgage Loan Group, the Senior
Prepayment Percentage will equal 0% for the related Mortgage Loan Group.
"Senior Principal Distribution Amount": For each Mortgage Loan Group and any Payment Date, the sum of:
(1) the product of (a) the related Senior Percentage, (b) the principal portion of each
Monthly Payment on each Mortgage Loan in the related Mortgage Loan Group due during the related Due
Period and (c) in the case of the Group 1 Mortgage Loans, the Group 1 Deferred Interest Adjustment
Percentage for such Payment Date;
(2) the product of (a) the related Senior Prepayment Percentage, (b) each of the following
amounts: (i) the principal portion of each full and partial Principal Prepayment made by a borrower on a
Mortgage Loan in the related Mortgage Loan Group during the related Prepayment Period, (ii) each other
unscheduled collection, including any Subsequent Recovery, Insurance Proceeds and Net Liquidation
Proceeds (other than with respect to any Mortgage Loan in the related Mortgage Loan Group that was
finally liquidated during the related Prepayment Period), representing or allocable to recoveries of
principal of Mortgage Loans received during the related Prepayment Period and (iii) the principal
portion of all proceeds of the purchase (or, in the case of a Qualified Substitution Mortgage Loan,
amounts representing a Substitution Adjustment) of any Mortgage Loan in the related Mortgage Loan Group
actually received by the Securities Administrator during the related Prepayment Period and (c) in the
case of the Group 1 Mortgage Loans, the Group 1 Deferred Interest Adjustment Percentage for such Payment
Date;
(3) with respect to unscheduled recoveries allocable to principal of any Mortgage Loan in
the related Mortgage Loan Group that was finally liquidated during the related Prepayment Period, the
lesser of (a) the related Net Liquidation Proceeds allocable to principal and (b) the product of (i) the
related Senior Prepayment Percentage for that date, (ii) the remaining Scheduled Principal Balance of
such Mortgage Loan at the time of liquidation and (iii) in the case of the Group 1 Mortgage Loans, the
Group 1 Deferred Interest Adjustment Percentage for such Payment Date; and
(4) any amounts described in clauses (1) through (3) for any previous Payment Date that
remain unpaid.
"Senior Termination Date": For any Mortgage Loan Group, the date on which the aggregate Class Principal
Amount of the related Class or Classes of Offered Notes is reduced to zero.
"Servicer": Each of the several primary servicers of the Mortgage Loans as set forth in Exhibit N
hereto and any successors thereto or replacement therefor.
"Servicer Remittance Date": With respect to each Mortgage Loan, the 18th day of each month, or the next
Business Day if such 18th day is not a Business Day or if provided in the related Servicing Agreement, the
preceding Business Day if such 18th day is not a Business Day.
"Service(s)(ing)": In accordance with Regulation AB, the act of servicing and administering the
Mortgage Loans or any other assets of the Trust by an entity that meets the definition of "servicer' set forth in
Item 1101 of Regulation AB and is subject to the disclosure requirements set forth in 1108 of Regulation AB. Any
uncapitalized occurrence of this term shall have the meaning commonly understood by participants in the
residential mortgage-backed securitization market.
"Servicing Account": Any account established and maintained for the benefit of the Master Servicer or
the Trust by a Servicer with respect to the related Mortgage Loans and any REO Property, pursuant to the terms of
the respective Servicing Agreement.
"Servicing Advances": With respect to any Servicer or the Master Servicer (including the Indenture
Trustee in its capacity as successor Master Servicer), all customary, reasonable and necessary "out of pocket"
costs and expenses (including reasonable attorneys' fees and expenses) incurred by any Servicer or the Master
Servicer in the performance of its servicing obligations hereunder, including, but not limited to, the cost of
(i) the preservation, restoration, inspection and protection of the Mortgaged Property, (ii) any enforcement or
judicial proceedings, including foreclosures, (iii) the management and liquidation of the REO Property and (iv)
compliance with the obligations under Article III hereof or the related Servicing Agreements.
"Servicing Agreement": The servicing agreements relating to the Mortgage Loans as set forth in Exhibit
N hereto, servicing arrangements for any Mortgage Loans under the Seller's Correspondent Sellers Guide, and any
other servicing agreement entered into between a successor servicer and the Seller or the Indenture Trustee on
behalf of the Trust pursuant to the terms hereof.
"Servicing Criteria": The criteria set forth in paragraph (d) of Item 1122 of Regulation AB, as such
may be amended from time to time.
"Servicing Fee": With respect to each Servicer and each Mortgage Loan serviced by such Servicer and for
any calendar month, the fee payable to such Servicer determined pursuant to the related Servicing Agreement.
"Servicing Fee Rate": With respect to each Mortgage Loan, the per annum servicing fee rate set forth on
the Mortgage Loan Schedule.
"Servicing Function Participant": Any Sub-Servicer or Subcontractor, other than each Servicer, the
Master Servicer, the Trustee, the Custodian and the Securities Administrator, in each case that is participating
in the servicing function within the meaning of Regulation AB.
"Servicing Officer": Any officer of a Master Servicer or Servicer involved in, or responsible for, the
administration and servicing of Mortgage Loans, whose name and specimen signature appear on a list of servicing
officers furnished by the Master Servicer to the Indenture Trustee, the Securities Administrator and the
Depositor on the Closing Date, as such list may from time to time be amended.
"Seven-Year Hybrid Mortgage Loans": The Mortgage Loans identified as such on Schedule I hereto.
"Significant Modification": As defined in Section 3.25.
"Significant Modification Loan": As defined in Section 3.25.
"S&P": Standard & Poor's Rating Services (a division of The XxXxxx-Xxxx Companies, Inc.).
"Stated Maturity Date": As defined in the Indenture.
"Step Down Conditions": As of any Payment Date on which any decrease in any Senior Prepayment Percentage
may apply, (i) the outstanding Principal Balance of all Mortgage Loans 60 days or more Delinquent (including
Mortgage Loans in REO and foreclosure), averaged over the preceding six month period, as a percentage of the
aggregate of the Class Principal Amount of the Classes of Subordinate Notes on such Payment Date, does not equal
or exceed 50% and (ii) cumulative Realized Losses with respect to all of the Mortgage Loans do not exceed:
o for any Payment Date on or after the seventh anniversary until the eighth anniversary of the
first Payment Date, 30% of the aggregate Class Principal Amounts of the Subordinate Notes as of
the Closing Date,
o for any Payment Date on or after the eighth anniversary until the ninth anniversary of the
first Payment Date, 35% of the aggregate Class Principal Amounts of the Subordinate Notes as of
the Closing Date,
o for any Payment Date on or after the ninth anniversary until the tenth anniversary of the first
Payment Date, 40% of the aggregate Class Principal Amounts of the Subordinate Notes as of the
Closing Date,
o for any Payment Date on or after the tenth anniversary until the eleventh anniversary of the
first Payment Date, 45% of the aggregate Class Principal Amounts of the Subordinate Notes as of
the Closing Date, and
o for any Payment Date on or after the eleventh anniversary of the first Payment Date, 50% of the
aggregate Class Principal Amounts of the Subordinate Notes as of the Closing Date.
"Strike Rate": For the Yield Maintenance Agreement relating to the Group 1 Notes, the excess of (i) the
related Class A Available Funds Cap Rate over (ii) the weighted average of the Class 1A-1 Margin and the Class
1A-2 Margin (weighted on the basis of the related Notes' Class Principal Amounts for the immediately preceding
Payment Date, after giving effect to distributions and allocations of Realized Losses and Subsequent Recoveries
on such Payment Date, or as of the Closing Date for the first Payment Date).
For the Yield Maintenance Agreement relating to the Group 2 Notes, the excess of (i) the related Class A
Available Funds Cap Rate over (ii) the weighted average of the Class 2A-1 Margin and Class 2A-2 Margin (weighted
on the basis of the related Notes' Class Principal Amounts for the immediately preceding Payment Date, after
giving effect to distributions and allocations of Realized Losses and Subsequent Recoveries on such Payment Date,
or as of the Closing Date for the first Payment Date).
For the Yield Maintenance Agreement relating to the Group 3 Notes, the excess of (i) the related Class A
Available Funds Cap Rate over (ii) the weighted average of the Class 3A-1 Margin and the Class 3A-2 Margin
(weighted on the basis of the related Notes' Class Principal Amounts for the immediately preceding Payment Date,
after giving effect to distributions and allocations of Realized Losses and Subsequent Recoveries on such Payment
Date, or as of the Closing Date for the first Payment Date).
For the Yield Maintenance Agreement relating to the Group 4 Notes, the excess of (i) the related Class A
Available Funds Cap Rate over (ii) the weighted average of the Class 4A-1 Margin, the Class 4A-2 Margin, the
Class 4A-3 Margin and the Class 4A-4 Margin (weighted on the basis of the related Notes' Class Principal Amounts
for the immediately preceding Payment Date, after giving effect to distributions and allocations of Realized
Losses and Subsequent Recoveries on such Payment Date, or as of the Closing Date for the first Payment Date).
"Subcontractor": Any vendor, subcontractor or other Person that is not responsible for the overall
servicing 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 any Servicer (or a Sub-Servicer of any
Servicer), the Master Servicer, the Indenture Trustee or the Securities Administrator.
"Subordinate Component": For any Payment Date and with respect to any Mortgage Loan Group, the product
of (a) the excess, if any, of the aggregate Scheduled Principal Balances of the Mortgage Loans in the related
Mortgage Loan Group, as of the first day of the related Due Period, plus any amounts on deposit in the Reserve
Fund attributable to such Mortgage Loan Group, as of such Payment Date over the aggregate Class Principal Amount
of the related Offered Notes immediately prior to such Payment Date plus, solely in the case of the Group 1
Mortgage Loans, the aggregate Net Deferred Interest for all prior Payment Dates in excess of amounts paid to the
holder of the Ownership Certificate on a prior Payment Date; multiplied by (b) the quotient of (i) the aggregate
Class Principal Amount of the Subordinate Notes immediately prior to such Payment Date and (ii) the sum of the
amounts described in clause (a) for each Mortgage Loan Group.
"Subordinate Note": Any one of the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 or Class B-6
Notes.
"Subordinate Percentage": For each Mortgage Loan Group and any Payment Date, the difference between
100% and the related Senior Percentage for such Payment Date; provided, however, that on any Payment Date after a
Senior Termination Date has occurred with respect to two Mortgage Loan Groups, the Subordinate Percentage will
represent the entire interest of the Subordinate Notes in the Mortgage Loans and will be equal to the difference
between 100% and the related Senior Percentage for such Payment Date.
"Subordinate Prepayment Percentage": For each Mortgage Loan Group and any Payment Date, the difference
between 100% and the Senior Prepayment Percentage for such Mortgage Loan Group for such Payment Date.
"Subordinate Principal Distribution Amount": For each Mortgage Loan Group and any Payment Date, an
amount equal to the sum of:
(1) the product of (a) the related Subordinate Percentage, (b) the principal portion of each
Monthly Payment on each Mortgage Loan in the related Mortgage Loan Group due during the related Due
Period and (c) in the case of the Group 1 Mortgage Loans, the Group 1 Deferred Interest Adjustment
Percentage for such Payment Date;
(2) the product of (a) the related Subordinate Prepayment Percentage, (b) each of the
following amounts: (i) the principal portion of each full and partial Principal Prepayment made by a
borrower on a Mortgage Loan in the related Mortgage Loan Group during the related Prepayment Period,
(ii) each other unscheduled collection, including any Subsequent Recovery, Insurance Proceeds and Net
Liquidation Proceeds (other than with respect to any related Mortgage Loan that was finally liquidated
during the related Prepayment Period), representing or allocable to recoveries of principal of Mortgage
Loans received during the related Prepayment Period and (iii) the principal portion of all proceeds of
the purchase (or, in the case of a Qualified Substitute Mortgage Loan, amounts representing a
Substitution Adjustment) of any Mortgage Loan in the related Mortgage Loan Group actually received by
the Securities Administrator with respect to the related Prepayment Period and (c) in the case of the
Group 1 Mortgage Loans, the Group 1 Deferred Interest Adjustment Percentage for such Payment Date;
(3) with respect to unscheduled recoveries allocable to principal of any Mortgage Loan in the
related Mortgage Loan Group that was finally liquidated during the related Prepayment Period, the
related Net Liquidation Proceeds allocable to principal (to the extent not distributed pursuant to
subsection (3) of the definition of Senior Principal Distribution Amount for the related Mortgage Loan
Group); and
(4) any amounts described in clauses (1) through (3) for any previous Payment Date that remain
unpaid.
"Sub-Servicer": Any Person that (i) services Mortgage Loans on behalf of any Servicer, the Master
Servicer, the Securities Administrator, the Indenture Trustee or the Custodian and (ii) is responsible for the
performance (whether directly or through sub-servicers or Subcontractors) of Servicing functions required to be
performed under this Agreement, any related Servicing Agreement or any sub-servicing agreement that are
identified in Item 1122(d) of Regulation AB.
"Subsequent Recovery": With respect to any Payment Date and a Mortgage Loan that became a Liquidated
Mortgage Loan in a month preceding the related Prepayment Period to such Payment Date and with respect to which
the related Realized Loss was allocated to one or more Classes of Notes, an amount received in respect of such
Liquidated Mortgage Loan during the related Prepayment Period, net of any reimbursable expenses.
"Substitution Adjustment": As defined in Section 2.04(d) hereof.
"Surety Bond": The Limited Purpose Surety Bond (Policy No. AB0240BE), issued by Ambac Assurance
Corporation for the benefit of certain beneficiaries, including the Indenture Trustee for the benefit of the
Holders of the Notes, but only to the extent that such Limited Purpose Surety Bond covers any Additional
Collateral Mortgage Loans.
"Swap Proceeds Account": The account maintained by the Auction Administrator pursuant to the Auction
Administration Agreement.
"Telerate Page 3750": The display currently so designated as "Page 3750" on the Dow Xxxxx Telerate
Service (or such other page selected by the Master Servicer as may replace Page 3750 on that service for the
purpose of displaying daily comparable rates on prices).
"Ten-Year Hybrid Mortgage Loans": The Mortgage Loans identified as such on Schedule I hereto.
"Xxxxxxxxx": Xxxxxxxxx Mortgage Home Loans, Inc., a Delaware corporation, and its successors and
assigns.
"Three-Year Hybrid Mortgage Loans": The Mortgage Loans identified as such on Schedule I hereto.
"TMFI": Xxxxxxxxx Mortgage Funding, Inc., a Delaware corporation, and its successors and assigns.
"TMFI Contractual Rights": As defined in the Preliminary Statement.
"TMFI Mortgage Loan Purchase Agreement": The mortgage loan purchase agreement between the Initial
Seller and TMFI dated as of July 1, 2007, regarding the transfer of the Mortgage Loans by Initial Seller to TMFI
including the Initial Seller's rights and interest in the Servicing Agreements listed in Exhibit N hereto.
"TMI": Xxxxxxxxx Mortgage, Inc., a Maryland corporation, and its successors and assigns.
"Trust": The Issuer.
"Trust Account": The Collection Account, the Note Payment Account, each Servicing Account, the Swap
Proceeds Account, the Auction Proceeds Account, the Reserve Fund, the Final Maturity Reserve Account and the
Collateral Account, as the context requires.
"Trust Account Property": The Trust Accounts, the Certificate Distribution Account, all amounts and
investments held from time to time in the Trust Accounts, the Certificate Distribution Account (whether in the
form of deposit accounts, physical property, book-entry securities, uncertificated securities, securities
entitlements, investment property or otherwise) and all proceeds of the foregoing.
"Trust Agreement": The Original Trust Agreement as amended and restated by the Amended and Restated
Trust Agreement dated July 31, 2007 by and among the Depositor, the Owner Trustee and the Securities
Administrator.
"Trust Estate": The assets subject to this Agreement and the Indenture, (including those transferred by
the Depositor to the Issuer) and pledged by the Issuer to the Indenture Trustee, which assets consist of all
accounts, accounts receivable, contract rights, general intangibles, chattel paper, instruments, documents,
money, deposit accounts, certificates of deposit, goods, notes, drafts, letters of credit, advices of credit,
investment property, uncertificated securities and rights to payment of any and every kind consisting of, arising
from or relating to any of the following: (i) such Mortgage Loans as from time to time are subject to this
Agreement, together with the Mortgage Files relating thereto, together with all collections thereon (including
any Insurance Proceeds, Liquidation Proceeds or other recoveries) and proceeds thereof (but not including any
Prepayment Penalty Amounts), (ii) any REO Property, together with all collections thereon (including any
Insurance Proceeds, Liquidation Proceeds or other recoveries) and proceeds thereof, (iii) the Indenture Trustee's
rights with respect to the Mortgage Loans under all insurance policies required to be maintained pursuant to this
Agreement and any proceeds thereof, (iv) the Depositor's rights under the Mortgage Loan Purchase Agreements
(including any security interest created thereby); (v) the Trust Accounts (subject to the last sentence of this
definition), any REO Account and such assets that are deposited therein from time to time and any investments
thereof, together with any and all income, proceeds and payments with respect thereto, (vi) all right, title and
interest of the Issuer in and to each security or pledge agreement or guarantee in respect of Additional
Collateral (including the Surety Bond supporting any Additional Collateral Mortgage Loan, the Issuer's security
interest in and to any Additional Collateral and the Issuer's rights to require payment in any Additional
Collateral Mortgage Loan pursuant to the related Servicing Agreement), (vii) all right, title and interest of the
Issuer in and to each of the Servicing Agreements, (viii) all right, title and interest of the Issuer under the
Administration Agreement and the Yield Maintenance Agreements and (ix) all proceeds of the foregoing.
Notwithstanding the foregoing, however, the Trust Fund specifically excludes (1) all payments and other
collections of interest and principal due on the Mortgage Loans on or before the Cut-Off Date and principal
received before the Cut-Off Date (except any principal collected as part of a payment due after the Cut-Off
Date), (2) all income and gain realized from Permitted Investments of funds on deposit in the Collection Account
and the Note Payment Account, (3) any Prepayment Penalty Amounts and (4) any Retained Interest.
"Two Times Test": As to any Payment Date, (i) the Aggregate Subordinate Percentage is at least two
times the Aggregate Subordinate Percentage as of the Closing Date; (ii) the aggregate of the Principal Balances
of all Mortgage Loans Delinquent 60 days or more (including Mortgage Loans in REO and foreclosure), averaged over
the preceding six-month period, as a percentage of the aggregate of the Class Principal Amounts of the
Subordinate Notes, does not equal or exceed 50%; and (iii) on or after the Payment Date in July 2010, cumulative
Realized Losses do not exceed 30% of the Original Subordinated Principal Amount, or prior to the Payment Date in
March 2010, cumulative Realized Losses do not exceed 20% of the Original Subordinated Principal Amount.
"Undercollateralized Group": With respect to any Payment Date, any Group 1 Notes, Group 2 Notes, the
Group 3 Notes or Group 4 Notes as to which the aggregate Class Principal Amount thereof, after giving effect to
distributions pursuant to Section 5.01(a) on such Payment Date, is greater than the sum of (i) the Scheduled
Principal Balances of the related Mortgage Loan Group as of the last day of the related Due Period and (ii)
amounts, if any, then on deposit in the Reserve Fund with respect to such Group or Groups of Notes for such
Payment Date.
"Undercollateralization Payment": As defined in Section 5.01(f)(ii).
"Uniform Commercial Code": The Uniform Commercial Code as in effect in any applicable jurisdiction from
time to time.
"Uninsured Cause": Any cause of damage to a Mortgaged Property such that the complete restoration of
such property is not fully reimbursable by the hazard insurance policies required to be maintained on such
Mortgaged Property.
"Value": With respect to any Mortgage Loan and the related Mortgaged Property, the lesser of:
(i) the value of such Mortgaged Property as determined by an appraisal, or an automated
valuation model (AVM) in lieu of 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 Title XI of the
Financial Institution Reform, Recovery and Enforcement Act of 1989 and the regulations promulgated
thereunder; and
(ii) the purchase price paid for the related Mortgaged Property by the Mortgagor with the
proceeds of the Mortgage Loan;
provided, however, that in the case of a Refinancing Mortgage Loan, such value of the Mortgaged Property is
generally based solely upon the value determined by an appraisal made for the originator of such Refinancing
Mortgage Loan at the time of origination by an appraiser who met the minimum requirements of Title XI of the
Financial Institution Reform, Recovery and Enforcement Act of 1989 and the regulations promulgated thereunder.
"Voting Rights": The portion of the voting rights of all of the Notes which is allocated to such Note.
99% of the voting rights shall be allocated among the Classes of Notes (other than the Class A-X Notes), pro
rata, based on a fraction, expressed as a percentage, the numerator of which is the Class Principal Amount of
such Class and the denominator of which is the aggregate of the Class Principal Amounts then outstanding and 1%
of the voting rights shall be allocated to the Holders of the Class A-X Notes. The voting rights allocated to a
Class of Notes shall be allocated among all Holders of such Class, pro rata, based on a fraction the numerator of
which is the Note Principal Amount or Note Notional Amount of each Note of such Class and the denominator of
which is the Class Principal Amount or Class Notional Amount of such Class; provided, however, that any Note
registered in the name of the Depositor, the Master Servicer, the Securities Administrator, the Indenture
Trustee, the Owner Trustee or any of their respective affiliates shall not be included in the calculation of
Voting Rights.
"WFB": Xxxxx Fargo Bank, N.A. or its successors and assigns in its capacity as Servicer.
"Writedown Amount": The reduction described in Section 5.03(c).
"Yield Maintenance Agreement": Any of the Group 1 Yield Maintenance Agreement, the Group 2 Yield
Maintenance Agreement, the Group 3 Yield Maintenance Agreement or the Group 4 Yield Maintenance Agreement, as
applicable.
"Yield Maintenance Amount": For any Payment Date, the amount, if any, to be paid by the Yield
Maintenance Counterparty to the Securities Administrator pursuant to a Yield Maintenance Agreement, as calculated
by the Yield Maintenance Counterparty based on information in the Payment Date Statement delivered to it pursuant
to Section 5.04.
"Yield Maintenance Counterparty": The Royal Bank of Scotland plc.
SECTION 1.02. Accounting.
Unless otherwise specified herein, for the purpose of any definition or calculation, whenever amounts
are required to be netted, subtracted or added or any distributions are taken into account such definition or
calculation and any related definitions or calculations shall be determined without duplication of such functions.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
SECTION 2.01. Conveyance of Mortgage Loans.
In consideration of the Issuer's delivery of the Notes and the Ownership Certificates to the Depositor
or its designee, and concurrently with the execution and delivery of this Agreement, the Depositor does hereby
transfer, assign, set over and otherwise convey to the Issuer without recourse, subject to Sections 2.02, 2.03,
2.04 and 2.05, all of the right, title and interest of the Depositor in and to the Mortgage Loans and the other
assets constituting the Trust Estate. To facilitate the pledge of the Trust Estate to the Indenture Trustee
pursuant to the Indenture, the Issuer hereby directs the Depositor to assign and deliver the Trust Estate
directly to the Indenture Trustee. The Indenture Trustee declares that, subject to the review provided for in
Section 2.02, it has received and shall hold the Trust Estate, as Indenture Trustee, in trust, for the benefit
and use of the Securityholders and for the purposes and subject to the terms and conditions set forth in this
Agreement and the Indenture. Concurrently with such receipt, the Issuer has issued and delivered the Securities
to or upon the order of the Depositor, in exchange for the Trust Estate.
The foregoing sale, transfer, assignment, set-over, deposit and conveyance does not and is not intended
to result in creation or assumption by the Indenture Trustee of any obligation of the Depositor, the Sellers or
any other Person in connection with the Mortgage Loans or any other agreement or instrument relating thereto
except as specifically set forth herein. Upon the issuance of the Notes and the Ownership Certificate, ownership
in the Trust Estate shall be vested in the Issuer, subject to the lien created by the Indenture in favor of the
Indenture Trustee, for the benefit of the Noteholders.
For purposes of complying with the requirements of the Asset-Backed Securities Facilitation Act of the
State of Delaware, 6 Del. C. § 2701A, et seq. (the "Securitization Act"), each of the parties hereto hereby
agrees that:
(i) any property, assets or rights purported to be transferred, in whole or in part, by the
Depositor pursuant to this Agreement shall be deemed to no longer be the property, assets or
rights of the Depositor;
(ii) none of the Depositor, its creditors or, in any insolvency proceeding with respect to the
Depositor or the Depositor's property, a bankruptcy trustee, receiver, debtor, debtor in
possession or similar person, to the extent the issue is governed by Delaware law, shall have
any rights, legal or equitable, whatsoever to reacquire (except pursuant to a provision of this
Agreement), reclaim, recover, repudiate, disaffirm, redeem or recharacterize as property of the
Depositor any property, assets or rights purported to be transferred, in whole or in part, by
the Depositor pursuant to this Agreement (including the Assignment);
(iii) in the event of a bankruptcy, receivership or other insolvency proceeding with respect to the
Depositor or the Depositor's property, to the extent the issue is governed by Delaware law,
such property, assets and rights shall not be deemed to be part of the Depositor's property,
assets, rights or estate; and
(iv) the transaction contemplated by this Agreement shall constitute a "securitization transaction"
as such term is used in the Securitization Act.
In connection with such transfer and assignment, the Initial Seller, on behalf of the Seller, the
Depositor and the Issuer, does hereby deliver on the Closing Date, unless otherwise specified in this Section
2.01, to, and deposit with the Indenture Trustee, or the Custodian as its designated agent, the following
documents or instruments with respect to each Mortgage Loan (a "Mortgage File") so transferred and assigned:
(i) the original Mortgage Note, endorsed either on its face or by allonge attached thereto in blank
or in the following form: "Pay to the order of LaSalle Bank National Association, as Indenture
Trustee for Xxxxxxxxx Mortgage Securities Trust 2007-3, without recourse" or in blank, or with
respect to any lost Mortgage Note, an original Lost Note Affidavit stating that the original
mortgage note was lost, misplaced or destroyed, together with a copy of the related mortgage
note; provided, however, that such substitutions of Lost Note Affidavits for original Mortgage
Notes may occur only with respect to Mortgage Loans the aggregate Cut-Off Date Principal
Balance of which is less than or equal to 2% of the Cut-Off Date Aggregate Principal Balance;
(ii) originals or copies of any guarantee, security agreement or pledge agreement relating to any
Additional Collateral, if applicable, and executed in connection with the Mortgage Note,
assigned to the Indenture Trustee on behalf of the Issuer;
(iii) except as provided below, for each Mortgage Loan that is not a MERS Mortgage Loan, the original
Mortgage or a copy thereof certified by the public recording office in which such Mortgage has
been recorded, and in the case of each MERS Mortgage Loan, the original Mortgage or a copy
thereof certified by the public recording office in which such Mortgage has been recorded,
noting the presence of the MIN for that Mortgage Loan and either language indicating that the
Mortgage Loan is a MOM Loan if the Mortgage Loan is a MOM Loan, or if such Mortgage Loan was
not a MOM Loan at origination, the original Mortgage or a copy thereof certified by the public
recording office in which such Mortgage has been recorded and the assignment to MERS, in each
case with evidence of recording thereon, and the original recorded power of attorney or a copy
thereof certified by the public recording office in which such power of attorney has been
recorded, if the Mortgage was executed pursuant to a power of attorney, with evidence of
recording thereon or, if such Mortgage or power of attorney has been submitted for recording
but has not been returned from the applicable public recording office, the Initial Seller shall
provide a certified copy of such Mortgage or power of attorney, as the case may be, a notation
that the original of such unrecorded Mortgage or power of attorney, as applicable, has been
forwarded to the public recording office, or, in the case of an unrecorded Mortgage or power of
attorney, as applicable, that has been lost, a copy thereof (certified as provided for under
the laws of the appropriate jurisdiction) and a written Opinion of Counsel (delivered at the
Initial Seller's expense) acceptable to the Indenture Trustee and the Depositor that an
original recorded Mortgage is not required to enforce the Indenture Trustee's interest in the
Mortgage Loan;
(iv) the original or a copy of each assumption, modification or substitution agreement, if any,
relating to the Mortgage Loans, or, as to any assumption, modification or substitution
agreement which cannot be delivered on or prior to the Closing Date because of a delay caused
by the public recording office where such assumption, modification or substitution agreement
has been delivered for recordation, a photocopy of such assumption, modification or
substitution agreement, pending delivery of the original thereof, together with an Officer's
Certificate of the Initial Seller certifying that the copy of such assumption, modification or
substitution agreement delivered to the Indenture Trustee (or its custodian) on behalf of the
Issuer is a true copy and that the original of such agreement has been forwarded to the public
recording office;
(v) in the case of each Mortgage Loan that is not a MERS Mortgage Loan, an original Assignment of
Mortgage, in form and substance acceptable for recording. The Mortgage shall be assigned to
"LaSalle Bank National Association, as Indenture Trustee for Xxxxxxxxx Mortgage Securities
Trust 2007-3, without recourse" or in blank;
(vi) in the case of each Mortgage Loan that is not a MERS Mortgage Loan, a copy of any intervening
Assignment of Mortgage showing a complete chain of assignments, or, in the case of an
intervening Assignment of Mortgage that has been lost, a written Opinion of Counsel (delivered
at the Initial Seller's expense) acceptable to the Indenture Trustee that such original
intervening Assignment of Mortgage is not required to enforce the Indenture Trustee's interest
in the Mortgage Loans;
(vii) the original or a copy of the lender's title insurance policy; and
(viii) with respect to any Cooperative Loan, the Cooperative Loan Documents.
Notwithstanding the above, with respect to the Mortgage Loans serviced by WFB, the Mortgage Files to be
delivered and deposited with the Indenture Trustee, or the Custodian, as its agent, shall include only the
documents or instruments referred to in clauses (i), (ii), (iv) and (v) above and the other documents identified
above shall be retained and held by WFB, as a Servicer, as provided in the Reconstituted Servicing Agreement
dated as of July 1, 2007, among the Initial Seller, the Seller, WFB and the Trust, and acknowledged by the Master
Servicer; provided that the Master Servicer shall cause WFB to deliver to the Custodian, within 60 days of the
occurrence of a Document Transfer Event, the documents and instruments so retained by it consisting of the
documents or instruments referred to in clauses (iii) and (vi) through (viii) above.
In connection with the assignment of any MERS Mortgage Loan, the Initial Seller agrees that it will take
(or shall cause the applicable Servicer to take), at the expense of the Initial Seller (with the cooperation of
the Depositor, the Seller, the Issuer, the Indenture Trustee and the Master Servicer), such actions as are
necessary to cause the MERS® System to indicate that such Mortgage Loans have been assigned to the Indenture
Trustee in accordance with this Agreement for the benefit of the Securityholders by including (or deleting, in
the case of Mortgage Loans that are repurchased in accordance with this Agreement) in such computer files the
information required by the MERS® System to identify the series of the Notes issued in connection with the
transfer of such Mortgage Loans to the Xxxxxxxxx Mortgage Securities Trust 2007-3.
With respect to each Cooperative Loan the Initial Seller, on behalf of the Seller and the Depositor does
hereby deliver to the Indenture Trustee (or Custodian) the related Cooperative Loan Documents and the Initial
Seller will take (or shall cause the applicable Servicer to take), at the expense of the Initial Seller (with the
cooperation of the Depositor, the Indenture Trustee and the Master Servicer) such actions as are necessary under
applicable law (including but not limited to the Uniform Commercial Code) in order to perfect the interest of the
Indenture Trustee in the related Mortgaged Property.
Assignments of each Mortgage with respect to each Mortgage Loan that is not a MERS Mortgage Loan (other
than a Cooperative Loan) shall be recorded; provided, however, that such assignments need not be recorded if, in
the Opinion of Counsel (which must be from Independent Counsel and not at the expense of the Issuer or the
Indenture Trustee) acceptable to the Indenture Trustee, each Rating Agency and the Master Servicer, recording in
such states is not required to protect the Indenture Trustee's interest in the related Mortgage Loans; provided,
however, notwithstanding the delivery of any Opinion of Counsel, each assignment of Mortgage shall be submitted
for recording by the Initial Seller (or the Initial Seller will cause the applicable Servicer to submit each such
assignment for recording), at the cost and expense of the Initial Seller, in the manner described above, at no
expense to the Issuer or Indenture Trustee, upon the earliest to occur of (1) reasonable direction by the
Majority Securityholders, (2) the occurrence of a bankruptcy or insolvency relating to the Initial Seller, the
Seller or the Depositor, or (3) with respect to any one Assignment of Mortgage, the occurrence of a bankruptcy,
insolvency or foreclosure relating to the Mortgagor under the related Mortgage. Subject to the preceding
sentence, as soon as practicable after the Closing Date (but in no event more than three months thereafter except
to the extent delays are caused by the applicable recording office), the Initial Seller shall properly record (or
the Initial Seller will cause the applicable Servicer to properly record), at the expense of the Initial Seller
(with the cooperation of the Depositor, the Indenture Trustee and the Master Servicer), in each public recording
office where the related Mortgages are recorded, each assignment referred to in Section 2.01(v) above with
respect to a Mortgage Loan that is not a MERS Mortgage Loan.
The Custodian agrees to execute and deliver to the Depositor and the Issuer on or prior to the Closing
Date an acknowledgment of receipt of the original Mortgage Note (with any exceptions noted), substantially in the
form attached as Exhibit G-1 hereto.
If the original lender's title insurance policy, or a copy thereof, was required to be but was not
delivered pursuant to Section 2.01(vii) above, the Initial Seller shall deliver or cause to be delivered to the
Indenture Trustee the original or a copy of a written commitment or interim binder or preliminary report of title
issued by the title insurance or escrow company, with the original or a copy thereof to be delivered to the
Indenture Trustee, promptly upon receipt thereof, but in any case within 175 days of the Closing Date. The
Initial Seller shall deliver or cause to be delivered to the Indenture Trustee, promptly upon receipt thereof,
any other documents constituting a part of a Mortgage File received with respect to any Mortgage Loan sold to the
Depositor by the Seller and required to be delivered to the Indenture Trustee, including, but not limited to, any
original documents evidencing an assumption or modification of any Mortgage Loan. The Master Servicer shall
cause to be delivered to the Indenture Trustee or the Custodian, as its agent, the Mortgage Files retained by WFB
within 60 days of the occurrence of a Document Transfer Event as described above.
For Mortgage Loans (if any) that have been prepaid in full after the Cut-off Date and prior to the
Closing Date, the Initial Seller, in lieu of delivering the above documents, herewith delivers to the Indenture
Trustee, or to the Custodian on behalf of the Indenture Trustee, an Officer's Certificate which shall include a
statement to the effect that all amounts received in connection with such prepayment that are required to be
deposited in the Collection Account have been so deposited. All original documents that are not delivered to the
Indenture Trustee on behalf of the Issuer shall be held by the Master Servicer or the applicable Servicer in
trust for the Indenture Trustee, for the benefit of the Issuer and the Securityholders.
Upon discovery or receipt of notice of any materially defective document in, or that a document is
missing from, a Mortgage File, the Initial Seller shall have 90 days to cure such defect or deliver such missing
document to the Indenture Trustee. If the Initial Seller does not cure such defect or deliver such missing
document within such time period, the Initial Seller shall either repurchase or substitute for such Mortgage Loan
in accordance with Section 2.04 hereof.
The Depositor herewith delivers to the Indenture Trustee executed copies of the Mortgage Loan Purchase
Agreements.
SECTION 2.02. Acceptance of the Trust Estate; Review of Documentation.
Subject to the provisions of Section 2.01, the Owner Trustee, on behalf of the Issuer, acknowledges
receipt of the assets transferred by the Depositor and included in the Trust Estate and has directed that the
documents referred to in Section 2.01 and all other assets included in the definition of "Trust Estate" be
delivered to the Indenture Trustee (or the Custodian) on its behalf.
The Indenture Trustee hereby accepts its appointment as Custodian hereunder and acknowledges the
receipt, subject to the provisions of Section 2.01 and subject to the review described below and any exceptions
noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01
above and all other assets included in the definition of "Trust Estate" and declares that, in its capacity as
Custodian, it holds and will hold such documents and the other documents delivered to it constituting a Mortgage
File, and that it holds or will hold all such assets and such other assets included in the definition of "Trust
Estate" in trust for the exclusive use and benefit of all present and future Securityholders.
The Indenture Trustee further agrees, for the benefit of the Securityholders, to review each Mortgage
File delivered to it (other than Mortgage Files relating to Mortgage Loans serviced by WPB) and to certify and
deliver to the Depositor, the Issuer, the Sellers and each Rating Agency an interim certification in
substantially the form attached hereto as Exhibit G-2, within 90 days after the Closing Date (or, with respect to
any document delivered after the Closing Date, within 45 days of receipt (including, but not limited to,
documents provided by WFB as described in Section 2.01) and with respect to any Qualified Substitute Mortgage,
within five Business Days after the assignment thereof) that, as to each Mortgage Loan listed in the Mortgage
Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the
exception report annexed thereto as not being covered by such certification), (i) all documents required to be
delivered to it pursuant to Section 2.01 of this Agreement are in its possession, (ii) such documents have been
reviewed by it and have not been mutilated, damaged or torn and relate to such Mortgage Loan and (iii) based on
its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that
corresponds to items (i), (ii), (iii), (xiii), (xiv) and (xviii) of the Mortgage Loan Schedule (to the extent
such items are required to be delivered to it as part of the Mortgage Files pursuant to Section 2.01) accurately
reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review,
the Indenture Trustee is under no duty or obligation to inspect, review or examine any such documents,
instruments, certificates or other papers to determine that they 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.
No later than 180 days after the Closing Date, the Indenture Trustee shall deliver to the Issuer, the
Depositor and the Sellers a final certification in the form annexed hereto as Exhibit G-3 evidencing the
completeness of the Mortgage Files, with any applicable exceptions noted thereon.
If, in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the
certifications referred to above, the Indenture Trustee finds any document or documents constituting a part of a
Mortgage File to be missing or not conforming to the requirements set forth herein, at the conclusion of its
review the Indenture Trustee (or the Custodian as its designated agent) shall promptly notify the Sellers, the
Depositor and the Master Servicer. In addition, upon the discovery by the Issuer, the Initial Seller, the Seller
or the Depositor (or upon receipt by the Indenture Trustee of written notification of such breach) of a breach of
any of the representations and warranties made by either the Initial Seller or the Seller in the related Mortgage
Loan Purchase Agreement in respect of any Mortgage Loan that materially adversely affects such Mortgage Loan or
the interests of the related Securityholders in such Mortgage Loan, the party discovering such breach shall give
prompt written notice to the other parties to this Agreement.
Nothing in this Agreement shall be construed to constitute an assumption by the Trust Estate, the
Indenture Trustee, any Custodian or the Securityholders of any unsatisfied duty, claim or other liability on any
Mortgage Loan or to any Mortgagor.
Upon execution of this Agreement, the Depositor hereby delivers to the Indenture Trustee, and the
Indenture Trustee acknowledges receipt of, the Mortgage Loan Purchase Agreements and each Servicing Agreement.
SECTION 2.03. Grant Clause
(a) It is intended that the conveyance by the Depositor to the Issuer of the Mortgage Loans and other
assets in the Trust Estate, as provided for in Section 2.01 be construed as a sale by the Depositor to the Issuer
of the Mortgage Loans and other assets in the Trust Estate for the benefit of the Securityholders. Further, it
is not intended that any such conveyance be deemed to be a pledge of the Mortgage Loans and other assets in the
Trust Estate by the Depositor to the Issuer to secure a debt or other obligation of the Depositor. However, in
the event that the Mortgage Loans and other assets in the Trust Estate are held to be property of the Depositor
or if for any reason this Agreement is held or deemed to create a security interest in the Mortgage Loans and
other assets in the Trust Estate, then it is intended that (a) this Agreement shall also be deemed to be a
security agreement within the meaning of Articles 8 and 9 of the New York UCC (or the Uniform Commercial Code if
not the New York UCC); (b) the conveyances provided for in Section 2.01 shall be deemed to be (1) a grant by the
Depositor to the Issuer of a security interest in all of the Depositor's right (including the power to convey
title thereto), title and interest, whether now owned or hereafter acquired, in and to (A) the Mortgage Loans,
including the Mortgage Notes, the Mortgages, any related insurance policies and all other documents in the
related Mortgage Files, (B) all amounts payable pursuant to the Mortgage Loans in accordance with the terms
thereof and (C) any and all general intangibles consisting of, arising from or relating to any of the foregoing,
and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities
or other property, including without limitation all Liquidation Proceeds, all Insurance Proceeds, all amounts
from time to time held or invested in the Trust Accounts, whether in the form of cash, instruments, securities or
other property and (2) an assignment by the Depositor to the Issuer for the transfer to the Indenture Trustee of
any security interest in any and all of the Depositor's right (including the power to convey title thereto),
title and interest, whether now owned or hereafter acquired, in and to the property described in the foregoing
clauses (1)(A) through (C); (c) the possession by the Indenture Trustee or any other agent of the Issuer 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," or possession by a purchaser or a person
designated by such secured party, for purposes of perfecting the security interest pursuant to the New York UCC
and any other Uniform Commercial Code (including, without limitation, Section 9-313, 8-313 or 8-321 thereof); 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 Issuer for the purpose of perfecting such
security interest under applicable law.
(b) The Depositor and, at the Depositor's direction, the Sellers and the Issuer shall, to the extent
consistent with this Agreement, take such reasonable actions as may be necessary to ensure that, if this
Agreement were deemed to create a security interest in the Mortgage Loans and the other property of the Trust
Estate, 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 this Agreement. Without limiting the
generality of the foregoing, the Depositor shall prepare and deliver to the Issuer, and the Issuer shall forward
for filing, or shall cause to be forwarded for filing, at the expense of the Depositor, all filings necessary to
maintain the effectiveness of any original filings necessary under the Uniform Commercial Code to perfect the
Issuer's security interest in or lien on the Mortgage Loans as evidenced by an Officer's Certificate of the
Depositor, including without limitation (x) continuation statements, and (y) such other statements as may be
occasioned by (1) any change of name of the Initial Seller, the Seller, the Depositor or the Issuer, (2) any
change of location of the place of business or the chief executive office of the Initial Seller, the Seller or
the Depositor or (3) any transfer of any interest of the Initial Seller, the Seller or the Depositor in any
Mortgage Loan.
(c) Neither the Depositor nor the Issuer shall organize under the law of any jurisdiction other than
the State under which each is organized as of the Closing Date (whether changing its jurisdiction of organization
or organizing under an additional jurisdiction) without giving 30 days prior written notice of such action to its
immediate transferee, including the Indenture Trustee. Before effecting such change, each of the Depositor or
the Issuer proposing to change its jurisdiction of organization shall prepare and file in the appropriate filing
office any financing statements or other statements necessary to continue the perfection of the interests of its
immediate transferees, including the Indenture Trustee, in the Mortgage Loans. In connection with the
transactions contemplated by this Agreement and the Indenture, each of the Depositor and the Issuer authorizes
its immediate transferee, including the Indenture Trustee (or the Securities Administrator acting on behalf of
the Indenture Trustee), to file in any filing office any initial financing statements, any amendments to
financing statements, any continuation statements, or any other statements or filings described in Section
2.03(b) and this Section 2.03(c).
(d) The Depositor shall not take any action inconsistent with the sale by the Depositor of all of its
right, title and interest in and to the Trust Estate and shall indicate or shall cause to be indicated in its
records and records held on its behalf that ownership of each Mortgage Loan and the other property of the Issuer
is held by the Issuer. In addition, the Depositor shall respond to any inquiries from third parties with respect
to ownership of a Mortgage Loan or any other property of the Trust Estate by stating that it is not the owner of
such Mortgage Loan and that ownership of such Mortgage Loan or other property of the Trust Estate is held by the
Issuer on behalf of the Noteholders.
SECTION 2.04. Repurchase or Substitution of Mortgage Loans by the Seller.
(a) Upon discovery or receipt of written notice that a document does not comply with the requirements
of Section 2.01 hereof, or that a document is missing from, a Mortgage File or of the breach by the Initial
Seller or the Seller of any representation, warranty or covenant under its related Mortgage Loan Purchase
Agreement or in Section 2.05 or Section 2.08 herein in respect of any Mortgage Loan which materially adversely
affects the value of that Mortgage Loan or the interest therein of the Securityholders, (i) in the case of
Mortgage Loan documentation that is not in compliance with Section 2.01 or is missing, the Indenture Trustee (or
the Custodian as its designated agent) shall promptly notify the Initial Seller of such noncompliance or missing
document and request that the Initial Seller deliver such missing document or cure such noncompliance within 90
days from the date that the Initial Seller was notified of such missing document or noncompliance, and if the
Initial Seller does not deliver such missing document or cure such noncompliance in all material respects during
such period, the Indenture Trustee shall enforce the Initial Seller's obligation under the TMFI Mortgage Loan
Purchase Agreement and cause the Initial Seller to repurchase that Mortgage Loan from the Trust Estate at the
Purchase Price on or prior to the Determination Date following the expiration of such 90 day period or (ii) in
the case of a breach of a representation, warranty or covenant with respect to a Mortgage Loan, the party
discovering such breach shall notify the Initial Seller or the Seller, as applicable, and the Indenture Trustee
of such breach (with a copy of such notice provided to the other parties hereto) of its representation, warranty
or covenant made under the related Mortgage Loan Purchase Agreement, and request that the Initial Seller or the
Seller, as applicable, cure such breach within 90 days from the date it was notified of the breach and if the
Initial Seller or the Seller, as applicable, which caused the breach does not cure such breach in all material
respects during such period, the Indenture Trustee shall enforce the obligation of the Initial Seller or Seller,
as applicable, which caused the breach under its related Mortgage Loan Purchase Agreement and cause it to
repurchase the Mortgage Loans from the Trust Estate at the Purchase Price on or prior to the Determination Date
following the expiration of such 90 day period; provided, however, that, in connection with any such breach that
could not reasonably have been cured within such 90 day period, if either the Initial Seller or the Seller, as
applicable, shall have commenced to cure such breach within such 90 day period, the Initial Seller or the Seller,
as applicable shall be permitted to proceed thereafter diligently and expeditiously to cure the same within the
additional period provided under the applicable Mortgage Loan Purchase Agreement; and, provided further, that, in
the case of the breach of any representation, warranty or covenant made by either the Initial Seller or the
Seller in Schedule III of the related Mortgage Loan Purchase Agreement, the Initial Seller or the Seller, as
applicable, shall be obligated to cure such breach or purchase the affected Mortgage Loans for the Purchase Price
or, if the Mortgage Loan or the related Mortgaged Property acquired with respect thereto has been sold, then the
Initial Seller or the Seller, as applicable, shall pay, in lieu of the Purchase Price, any excess of the Purchase
Price over the Net Liquidation Proceeds received upon such sale. The Purchase Price for the repurchased Mortgage
Loan or such other amount due shall be deposited in the Collection Account on or prior to the next Determination
Date after the obligation of the Initial Seller or Seller, as applicable, to repurchase such Mortgage Loan
arises. The Indenture Trustee, upon receipt of written certification from the Securities Administrator of the
related deposit in the Collection Account, shall cause the Custodian to release to the Initial Seller or the
Seller, as applicable, the related Mortgage File and shall execute and deliver such instruments of transfer or
assignment, in each case without recourse, as the Initial Seller or the Seller, as applicable, shall furnish to
it and as shall be necessary to vest in the Initial Seller or the Seller, as applicable, any Mortgage Loan
released pursuant hereto and the Indenture Trustee shall have no further responsibility with regard to such
Mortgage File (it being understood that the Indenture Trustee shall have no responsibility for determining the
sufficiency of such assignment for its intended purpose). In lieu of repurchasing any such Mortgage Loan as
provided above, the Initial Seller or the Seller, as applicable, which caused the breach may cause such Mortgage
Loan to be removed from the Trust Estate (in which case it shall become a Deleted Mortgage Loan) and substitute
one or more Qualified Substitute Mortgage Loans in the manner and subject to the limitations set forth in Section
2.04(d) below. It is understood and agreed that the obligation of the Initial Seller or the Seller, as
applicable, to cure or to repurchase (or to substitute for) any Mortgage Loan as to which a document is missing,
a material defect in a constituent document exists or as to which such a breach has occurred and is continuing
shall constitute the sole remedy against the Initial Seller or the Seller, as applicable, respecting such
omission, defect or breach available to the Indenture Trustee on behalf of the Securityholders.
The Indenture Trustee on behalf of the Issuer shall enforce the obligations of the Initial Seller and
the Seller under the related Mortgage Loan Purchase Agreement including, without limitation, any obligation of
the Initial Seller to purchase a Mortgage Loan on account of missing or defective documentation or any such
obligation of the Initial Seller or the Seller, as applicable, on account of a breach of a representation,
warranty or covenant as described in this Section 2.04(a).
Any costs and expenses (including reasonable attorneys' fees and expenses) incurred by the Indenture
Trustee enforcing the obligations of the Initial Seller and the Seller under this Section 2.04(a) shall be
reimbursable to the Indenture Trustee from amounts on deposit in the Collection Account.
(b) If pursuant to the provisions of Section 2.04(a), the Initial Seller or the Seller repurchases or
otherwise removes from the Trust Estate a Mortgage Loan that is a MERS Mortgage Loan, the Initial Seller or the
Seller, as applicable, will take (or shall cause the applicable Servicer to take), at the expense of the Initial
Seller or the Seller, as applicable (with the cooperation of the Depositor, the Indenture Trustee and the Master
Servicer), such actions as are necessary to either (i) cause MERS to execute and deliver an Assignment of
Mortgage in recordable form to transfer the Mortgage from MERS to the Initial Seller or the Seller, as
applicable, and shall cause such Mortgage to be removed from registration on the MERS® System in accordance with
MERS' rules and regulations or (ii) cause MERS to designate on the MERS® System the Initial Seller or the Seller,
as applicable, or its designee as the beneficial holder of such Mortgage Loan.
(c) [Reserved].
(d) As to any Deleted Mortgage Loan for which the Initial Seller or the Seller, as applicable,
substitutes a Qualified Substitute Mortgage Loan or Mortgage Loans, such substitution shall be effected by the
Initial Seller or the Seller, as applicable, delivering to the Indenture Trustee, for such Qualified Substitute
Mortgage Loan or Mortgage Loans, the Mortgage Note, the Mortgage, the Assignment to the Indenture Trustee (or
the Custodian on its behalf), and such other documents and agreements, with all necessary endorsements thereon,
as are required by Section 2.01 hereof (subject to the exceptions provided therein), together with an Officers'
Certificate stating that each such Qualified Substitute Mortgage Loan satisfies the definition thereof and
specifying the Substitution Adjustment (as described below), if any, in connection with such substitution;
provided, however, that, in the case of any Qualified Substitute Mortgage Loan that is a MERS Mortgage Loan, the
Initial Seller or the Seller, as applicable, shall provide such documents and take such other action with respect
to such Qualified Substitute Mortgage Loans as are required pursuant to Section 2.01 hereof. The Indenture
Trustee (or the Custodian on its behalf) shall acknowledge receipt for such Qualified Substitute Mortgage Loan or
Loans and, within five Business Days thereafter, shall review such documents as specified in Section 2.02 hereof
and deliver to the related Servicer, with respect to such Qualified Substitute Mortgage Loan or Loans, a
certification substantially in the form attached hereto as Exhibit G-2, with any exceptions noted thereon.
Within 180 days of the date of substitution, the Indenture Trustee (or the Custodian on its behalf) shall deliver
to the Initial Seller or the Seller, as applicable, and the Master Servicer a certification substantially in the
form of Exhibit G-3 hereto with respect to such Qualified Substitute Mortgage Loan or Loans, with any exceptions
noted thereon. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in the month of
substitution are not part of the Trust Estate and will be retained by the Initial Seller or the Seller, as
applicable,. For the month of substitution, payments to Securityholders will reflect the collections and
recoveries in respect of such Deleted Mortgage Loan in the Due Period preceding the month of substitution and the
Depositor or the Initial Seller or the Seller, as applicable, as the case may be, shall thereafter be entitled to
retain all amounts subsequently received in respect of such Deleted Mortgage Loan. The Initial Seller or the
Seller, as applicable, shall give or cause to be given written notice to the Securityholders that such
substitution has taken place, shall amend the Mortgage Loan Schedule to reflect the removal of such Deleted
Mortgage Loan from the terms of this Agreement and the substitution of the Qualified Substitute Mortgage Loan or
Loans and shall deliver a copy of such amended Mortgage Loan Schedule to the Indenture Trustee. Upon such
substitution, such Qualified Substitute Mortgage Loan or Loans shall constitute part of the Trust Estate and
shall be subject in all respects to the terms of this Agreement and, in the case of a substitution effected by
the Initial Seller or the Seller, the related Mortgage Loan Purchase Agreement, including, in the case of a
substitution effected by the Initial Seller or the Seller, all representations and warranties thereof included in
the related Mortgage Loan Purchase Agreement and all representations and warranties thereof set forth in Section
2.05 hereof, in each case as of the date of substitution.
For any month in which the Initial Seller or the Seller, as applicable, substitutes one or more
Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Initial Seller or the Seller, as
applicable, shall determine, and provide written certification to the Indenture Trustee as to the amount (each, a
"Substitution Adjustment"), if any, by which the aggregate Purchase Price of all such Deleted Mortgage Loans
exceeds the aggregate, as to each such Qualified Substitute Mortgage Loan, of the principal balance thereof as of
the date of substitution, together with one month's interest on such principal balance at the applicable Net Loan
Rate. On or prior to the next Determination Date after the Initial Seller's or the Seller's obligation to
repurchase the related Deleted Mortgage Loan arises, the Initial Seller or the Seller, as applicable, will
deliver or cause to be delivered to the Securities Administrator for deposit in the Collection Account an amount
equal to the related Substitution Adjustment, if any, and the Indenture Trustee, upon receipt of the related
Qualified Substitute Mortgage Loan or Loans and an acknowledgment from the Securities Administrator of its
receipt of the deposit to the Collection Account, shall release to the Initial Seller or the Seller, as
applicable, the related Mortgage File or Files and shall execute and deliver such instruments of transfer or
assignment, in each case without recourse, as the Initial Seller or the Seller, as applicable, shall deliver to
it and as shall be necessary to vest therein any Deleted Mortgage Loan released pursuant hereto.
SECTION 2.05. Representations and Warranties of the Sellers with Respect to the Mortgage Loans.
Each of the Initial Seller and the Seller hereby represents and warrants to the Indenture Trustee for
the benefit of the Securityholders that the representations and warranties made by it pursuant to Schedule III to
the related Mortgage Loan Purchase Agreement are hereby being made to the Indenture Trustee for the benefit of
the Securityholders and are true and correct as of the Closing Date.
With respect to the representations and warranties incorporated in this Section 2.05 that are made to
the best of the Initial Seller's or the Seller's knowledge or as to which either the Initial Seller or the Seller
has no knowledge, if it is discovered by the Depositor, the Initial Seller, the Seller, the Master Servicer or
the Indenture Trustee that the substance of such representation and warranty made by the Initial Seller or the
Seller, as applicable, is inaccurate and such inaccuracy materially and adversely affects the value of the
related Mortgage Loan or the interest therein of the Securityholders then, notwithstanding the Initial Seller's
or the Seller's, as applicable, lack of knowledge with respect to the substance of such representation and
warranty made by it being inaccurate at the time the representation or warranty was made, such inaccuracy shall
be deemed a breach of the applicable representation or warranty.
Within 90 days of its discovery or its receipt of notice of any such missing or materially defective
documentation, the Initial Seller shall promptly deliver such missing document or cure such defect in all
material respects or, in the event such defect cannot be cured, the Initial Seller shall repurchase the affected
Mortgage Loan or cause the removal of such Mortgage Loan from the Trust Estate and substitute for it one or more
Qualified Substitute Mortgage Loans in accordance with Section 2.04 hereof. Within 90 days of either the Initial
Seller's or the Seller's discovery of its receipt of notice of any such breach of a representation, warranty or
covenant under the related Mortgage Loan Purchase Agreement, the Initial Seller or the Seller, as applicable,
shall either cure such breach in all material respects or, in the event such breach can not be cured, the Initial
Seller or the Seller, as applicable, shall repurchase the affected Mortgage Loan or cause the removal of such
Mortgage Loan from the Trust Estate and substitute for it one or more Qualified Substituted Mortgage Loans in
accordance with Section 2.04 hereof.
It is understood and agreed that the representations and warranties incorporated in this Section 2.05
shall survive delivery of the Mortgage Files to the Indenture Trustee and shall inure to the benefit of the
Securityholders notwithstanding any restrictive or qualified endorsement or assignment. Upon discovery by any of
the Depositor, the Initial Seller, the Seller, the Master Servicer or the Indenture Trustee of a breach of any of
the foregoing representations and warranties which materially and adversely affects the value of any Mortgage
Loan or the interests therein of the Securityholders, the party discovering such breach shall give prompt written
notice to the other parties, and in no event later than two Business Days from the date of such discovery. It is
understood and agreed that the obligations of the Initial Seller and the Seller set forth in Section 2.04(a)
hereof to cure, substitute for or repurchase a related Mortgage Loan pursuant to the related Mortgage Loan
Purchase Agreement constitute the sole remedies available to the Securityholders or to the Indenture Trustee on
their behalf respecting a breach of the representations and warranties incorporated in this Section 2.05.
SECTION 2.06. Representations and Warranties of the Depositor.
The Depositor represents and warrants to the Issuer, on behalf of the Certificateholders, the Indenture
Trustee on behalf of the Noteholders, the Securities Administrator and the Master Servicer as follows:
(i) this agreement constitutes a legal, valid and binding obligation of the Depositor,
enforceable against the Depositor in accordance with its terms, except as enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in
effect affecting the enforcement of creditors' rights in general an except as such enforceability may be
limited by general principles of equity (whether considered in a proceeding at law or in equity);
(ii)immediately prior to the sale and assignment by the Depositor to the Indenture Trustee on
behalf of the Issuer of each Mortgage Loan, the Depositor had good and marketable title to each Mortgage
Loan (insofar as such title was conveyed to it by the Seller) subject to no prior lien, claim, participation
interest, mortgage, security interest, pledge, charge or other encumbrance or other interest of any nature;
(iii) as of the Closing Date, the Depositor has transferred all right, title and interest in
the Mortgage Loans to the Issuer;
(iv)the Depositor has not transferred the Mortgage Loans to the Issuer with any intent to
hinder, delay or defraud any of its creditors;
(v) the Depositor has been duly incorporated and is validly existing as a corporation in good
standing under the laws of Delaware, with full corporate power and authority to own its assets and conduct
its business as presently being conducted;
(vi)the Depositor is not in violation of its certificate of incorporation or by-laws or in
default in the performance or observance of any material obligation, agreement, covenant or condition
contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the
Depositor is a party or by which it or its properties may be bound, which default might result in any
material adverse changes in the financial condition, earnings, affairs or business of the Depositor or which
might materially and adversely affect the properties or assets, taken as a whole, of the Depositor;
(vii) the execution, delivery and performance of this Agreement by the Depositor, and the
consummation of the transactions contemplated hereby, do not and will not result in a material breach or
violation of any of the terms or provisions of, or, to the knowledge of the Depositor, constitute a default
under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the
Depositor is a party or by which the Depositor is bound or to which any of the property or assets of the
Depositor is subject, nor will such actions result in any violation of the provisions of the certificate of
incorporation or by-laws of the Depositor or, to the best of the Depositor's knowledge without independent
investigation, any statute or any order, rule or regulation of any court or governmental agency or body
having jurisdiction over the Depositor or any of its properties or assets (except for such conflicts,
breaches, violations and defaults as would not have a material adverse effect on the ability of the
Depositor to perform its obligations under this Agreement);
(viii) to the best of the Depositor's knowledge without any independent investigation, no
consent, approval, authorization, order, registration or qualification of or with any court or governmental
agency or body of the United States or any other jurisdiction is required for the consummation by the
Depositor of the transactions contemplated by this Agreement, except such consents, approvals,
authorizations, registrations or qualifications as (a) have been previously obtained or (b) the failure of
which to obtain would not have a material adverse effect on the performance by the Depositor of its
obligations under, or the validity or enforceability of, this Agreement; and
(ix)there are no actions, proceedings or investigations pending before or, to the Depositor's
knowledge, threatened by any court, administrative agency or other tribunal to which the Depositor is a
party or of which any of its properties is the subject: (a) which if determined adversely to the Depositor
would have a material adverse effect on the business, results of operations or financial condition of the
Depositor; (b) asserting the invalidity of this Agreement or the Securities; (c) seeking to prevent the
issuance of the Securities or the consummation by the Depositor of any of the transactions contemplated by
this Agreement, as the case may be; or (d) which might materially and adversely affect the performance by
the Depositor of its obligations under, or the validity or enforceability of, this Agreement.
SECTION 2.07. Representations and Warranties of the Depositor with Respect to Security Interest in the
Mortgage Loans. (a) With respect to the Mortgage Notes, the Depositor represents and warrants that:
(i) This Agreement creates a valid and continuing security interest (as defined in the Uniform
Commercial Code) in the Mortgage Notes in favor of the Issuer, which security interest is prior to all other
liens, and is enforceable as such against creditors of and purchasers from the Issuer;
(ii) The Mortgage Notes constitute "instruments" within the meaning of the applicable Uniform
Commercial Code;
(iii)The Depositor owns and has good title to the Mortgage Notes free and clear of any lien,
claim or encumbrance of any Person;
(iv) The Depositor has received all consents and approvals required by the terms of the Mortgage
Notes to the pledge of the Mortgage Notes hereunder to the Issuer;
(v) All original executed copies of each Mortgage Note have been or will be delivered to the
Custodian, as set forth in this Agreement;
(vi) The Depositor has received a written acknowledgement from the Custodian that it is holding
the Mortgage Notes solely on behalf and for the benefit of the Indenture Trustee;
(vii)Other than the security interest granted to the Issuer pursuant to this Agreement, to cover
the possibility that the transfer of the Mortgage Loans is not deemed to be a sale, the Depositor has not
pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Notes.
The Depositor has not authorized the filing of and is not aware of any financing statements against the
Depositor that include a description of the collateral covering the Mortgage Notes other than a financing
statement relating to the security interest granted to the Issuer hereunder or that has been terminated.
The Depositor is not aware of any judgment or tax lien filings against the Depositor; and
(viii) None of the Mortgage Notes has any marks or notations indicating that they have been
pledged, assigned or otherwise conveyed to any Person other than the Issuer.
(b) The representations and warranties set forth in this Section 2.07 shall survive the Closing
Date and shall not be waived.
SECTION 2.08. Representations and Warranties of the Sellers.
(a) The Initial Seller hereby represents and warrants to the Issuer on behalf of the Certificateholders
and the Indenture Trustee on behalf of the Noteholders, the Securities Administrator and the Master Servicer
that, as of the Closing Date or as of such date specifically provided herein:
(i) the Initial Seller is duly organized, validly existing and in good standing as a corporation
under the laws of the State of Delaware and is and will remain in compliance with the laws of each state in
which any Mortgaged Property is located to the extent necessary to fulfill its obligations hereunder;
(ii)the Initial Seller has the power and authority to hold each Mortgage Loan, to sell each
Mortgage Loan, to execute, deliver and perform, and to enter into and consummate, all transactions
contemplated by this Agreement. The Initial Seller has duly authorized the execution, delivery and
performance of this Agreement, has duly executed and delivered this Agreement and this Agreement, assuming
due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and
binding obligation of the Initial Seller, enforceable against it in accordance with its terms except as the
enforceability thereof may be limited by bankruptcy, insolvency or reorganization or other similar laws in
relation to the rights of creditors generally;
(iii) the execution and delivery of this Agreement by the Initial Seller and the performance
of and compliance with the terms of this Agreement will not violate the Initial Seller's certificate of
incorporation or by-laws or constitute a default under or result in a material breach or acceleration of,
any material contract, agreement or other instrument to which the Initial Seller is a party or which may be
applicable to the Initial Seller or its assets;
(iv)the Initial Seller is not in violation of, and the execution and delivery of this Agreement
by the Initial Seller and its performance and compliance with the terms of this Agreement will not
constitute a violation with respect to, any order or decree of any court or any order or regulation of any
federal, state, municipal or governmental agency having jurisdiction over the Initial Seller or its assets,
which violation might have consequences that would materially and adversely affect the condition (financial
or otherwise) or the operation of the Initial Seller or its assets or might have consequences that would
materially and adversely affect the performance of its obligations and duties hereunder;
(v) the Initial Seller does not believe, nor does it have any reason or cause to believe, that
it cannot perform each and every one of its covenants contained in this Agreement;
(vi)the Initial Seller had good, marketable and indefeasible title to the Mortgage Loans, free
and clear of any and all liens, pledges, charges or security interests of any nature encumbering the
Mortgage Loans and upon the payment of the purchase price under the TMFI Mortgage Loan Purchase Agreement by
the Seller, the Seller acquired good and marketable title to the Mortgage Notes and Mortgage Loans, free and
clear of all liens or encumbrances;
(vii) the Mortgage Loans were not transferred by the Initial Seller with any intent to
hinder, delay or defraud any creditors of the Initial Seller;
(viii) there are no actions or proceedings against, or investigations known to it before any
court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B)
seeking to prevent the sale of the Mortgage Loans to the Seller or the consummation of the transactions
contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance
by the Initial Seller of its obligations under, or validity or enforceability of, this Agreement;
(ix)no consent, approval, authorization or order of any court or governmental agency or body is
required for the execution, delivery and performance by the Initial Seller of, or compliance by the Initial
Seller with, this Agreement or the consummation of the transactions contemplated by this Agreement, except
for such consents, approvals, authorizations or orders, if any, that have been obtained; and
(x) the consummation of the transactions contemplated by this Agreement are in the ordinary
course of business of the Initial Seller, and the transfer, assignment and conveyance of the Mortgage Notes
and the Mortgages by the Initial Seller to the Seller pursuant to the TMFI Mortgage Loan Purchase Agreement
are not subject to the bulk transfer or any similar statutory provisions.
(b) The Seller hereby represents and warrants to the Issuer on behalf of the Certificateholders, the
Indenture Trustee on behalf of the Noteholders, the Securities Administrator and the Master Servicer that, as of
the Closing Date or as of such date specifically provided herein:
(i) the Seller is duly organized, validly existing and in good standing as a corporation under
the laws of the State of Delaware and is and will remain in compliance with the laws of each state in which
any Mortgaged Property is located to the extent necessary to fulfill its obligations hereunder;
(ii)the Seller has the power and authority to hold each Mortgage Loan, to sell each Mortgage
Loan, to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by
this Agreement. The Seller has duly authorized the execution, delivery and performance of this Agreement,
has duly executed and delivered this Agreement and this Agreement, assuming due authorization, execution and
delivery by the other parties hereto, constitutes a legal, valid and binding obligation of the Seller,
enforceable against it in accordance with its terms except as the enforceability thereof may be limited by
bankruptcy, insolvency or reorganization or other similar laws in relation to the rights of creditors
generally;
(iii) the execution and delivery of this Agreement by the Seller and the performance of and
compliance with the terms of this Agreement will not violate the Seller's certificate of incorporation or
by-laws or constitute a default under or result in a material breach or acceleration of, any material
contract, agreement or other instrument to which the Seller is a party or which may be applicable to the
Seller or its assets;
(iv)the Seller is not in violation of, and the execution and delivery of this Agreement by the
Seller and its performance and compliance with the terms of this Agreement will not constitute a violation
with respect to, any order or decree of any court or any order or regulation of any federal, state,
municipal or governmental agency having jurisdiction over the Seller or its assets, which violation might
have consequences that would materially and adversely affect the condition (financial or otherwise) or the
operation of the Seller or its assets or might have consequences that would materially and adversely affect
the performance of its obligations and duties hereunder;
(v) the Seller 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;
(vi)the Seller had good, marketable and indefeasible title to the Mortgage Loans, free and clear
of any and all liens, pledges, charges or security interests of any nature encumbering the Mortgage Loans
and upon the payment of the purchase price under the SAMI Mortgage Loan Purchase Agreement by the Depositor,
the Depositor will have acquired good and marketable title to the Mortgage Notes and Mortgage Loans, free
and clear of all liens or encumbrances;
(vii) the Mortgage Loans were not being transferred by the Seller with any intent to hinder,
delay or defraud any creditors of the Seller;
(viii) there are no actions or proceedings against, or investigations known to it before any
court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B)
seeking to prevent the sale of the Mortgage Loans to the Depositor or the consummation of the transactions
contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance
by the Seller of its obligations under, or validity or enforceability of, this Agreement;
(ix)no consent, approval, authorization or order of any court or governmental agency or body is
required for the execution, delivery and performance by the Seller of, or compliance by the Seller with,
this Agreement or the consummation of the transactions contemplated by this Agreement, except for such
consents, approvals, authorizations or orders, if any, that have been obtained; and
(x) the consummation of the transactions contemplated by this Agreement are in the ordinary
course of business of the Seller, and the transfer, assignment and conveyance of the Mortgage Notes and the
Mortgages by the Seller to the Depositor pursuant to the SAMI Mortgage Loan Purchase Agreement are not
subject to the bulk transfer or any similar statutory provisions.
The representations and warranties of the Initial Seller and the Seller set forth in this Section 2.08
shall survive the Closing Date and shall not be waived.
SECTION 2.09. Covenants of the Sellers.
The Initial Seller and the Seller each hereby covenants that, except for the transfer contemplated under
the related Mortgage Loan Purchase Agreement and the security interest granted thereunder to the respective
purchaser in the event that the respective transfer is not deemed to be a sale, it will not sell, pledge, assign
or transfer to any other Person, or grant, create, incur, assume or suffer to exist any lien on any Mortgage
Loan, or any interest therein; it will notify the Issuer, the Indenture Trustee and the Master Servicer of the
existence of any lien on any Mortgage Loan immediately upon discovery thereof, and it will defend the right,
title and interest of the Issuer, in, to and under the Mortgage Loans, against all claims of third parties
claiming through or under it; provided, however, that nothing in this Section 2.09 shall prevent or be deemed to
prohibit either the Initial Seller or the Seller from suffering to exist upon any of the Mortgage Loans any liens
for municipal or other local taxes and other governmental charges if such taxes or governmental charges shall not
at the time be due and payable or if the Initial Seller or the Seller, as applicable, shall currently be
contesting the validity thereof in good faith by appropriate proceedings and shall have set aside on its books
adequate reserves with respect thereto.
ARTICLE III
ADMINISTRATION AND SERVICING
OF THE MORTGAGE LOANS
SECTION 3.01. Master Servicer to Service and Administer the Mortgage Loans.
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 Agreement
and, where applicable, the Correspondent Sellers Guide and the Master Servicing Guide, 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 and, where applicable, the Master Servicing Guide.
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
the 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 the Master Servicer's records, and based on such reconciled and corrected
information, provide information to the Securities Administrator to permit the Securities Administrator to
prepare the statements specified in Section 5.04 and any other information and statements required hereunder.
The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of
the Servicers to the related Servicing Accounts pursuant to the applicable Servicing Agreements.
The Indenture Trustee shall furnish the Servicers and the Master Servicer with any limited powers of
attorney and other documents in form acceptable to the Indenture Trustee, necessary or appropriate to enable the
Servicers and the Master Servicer to service and administer the related Mortgage Loans and REO Property, which
limited powers of attorney shall provide that the Indenture Trustee will not be liable for the actions or
omissions of the Servicers or Master Servicer in exercising such powers.
The Master Servicer shall not without either the Issuer's or the Indenture Trustee's, as applicable,
written consent (i) initiate any action, suit or proceeding solely under the Issuer's or Indenture Trustee's name
without indicating the Master Servicer's representative capacity or (ii) take any action with the intent to
cause, and which actually does cause, the Indenture Trustee to be registered to do business in any state. The
Master Servicer shall indemnify the Issuer and the Indenture Trustee for any and all costs, liabilities and
expenses incurred by them in connection with the negligent or willful misuse of such powers of attorney by the
Master Servicer.
The Indenture Trustee shall provide access to the records and documentation in possession of the
Indenture Trustee (including in its capacity as Custodian hereunder) regarding the related Mortgage Loans and REO
Property and the servicing thereof to the Securityholders, 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 Indenture Trustee; provided, however, that, unless otherwise required by law, the Indenture
Trustee 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 Indenture Trustee 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 Indenture Trustee's actual costs.
The Indenture Trustee, upon the written request of the Master Servicer, shall execute and deliver to the
related Servicer and the Master Servicer any court pleadings, requests for trustee's sale or other 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 Mortgage; (iii) obtain a
deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage
Note or Mortgage or otherwise available at law or equity.
SECTION 3.02. [Reserved].
SECTION 3.03. Monitoring of Servicers.
(a) The Master Servicer shall be responsible for reporting to the Indenture Trustee (on behalf of the
Issuer) and the Depositor the 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 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 Indenture Trustee thereof and the Master Servicer shall issue such notice of
termination or take such other action as it deems appropriate; provided, however, if the defaulting Servicer is
WFB, upon receipt by a Responsible Officer of the Indenture Trustee of written notice from the Master Servicer or
other Person of an event of default that, unless cured, would constitute grounds for such termination, the
Indenture Trustee in consultation with the Depositor shall issue such notice of termination or take such other
action as it deems appropriate. For avoidance of doubt, nothing herein shall impose an obligation on the
Indenture Trustee to monitor the performance of WFB as Servicer.
(b) The Master Servicer, for the benefit of the Issuer and the Securityholders, shall (acting as agent
of the Issuer when enforcing the Issuer's rights under each Servicing Agreement) (i) enforce the obligations of
each Servicer under the related Servicing Agreement, and (ii) 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 for Servicer's other than WFB, act as servicer of the
related Mortgage Loans or enter into a new Servicing Agreement with a successor Servicer selected by the Master
Servicer which the Master Servicer shall cause the Indenture Trustee to acknowledge; provided, however, that if
the Servicer subject to such termination is WFB, the Master Servicer shall immediately notify the Indenture
Trustee in writing of: (A) WFB's failure to perform and (B) the nature and description of such failure including
whether such failure constitutes grounds for termination, and upon receipt of such notice the Indenture Trustee,
subject to the preceding paragraph, may (A) terminate the rights and obligations of such Servicer and (B) enter
into a new servicing agreement with a successor servicer selected by it; provided, further, 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 except as provided in paragraph
(c) below, 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. Any costs and expenses incurred by the Indenture Trustee in connection with its
performance of its obligations under this Section 3.03, if not reimbursed by WFB, shall be reimbursed to the
Indenture Trustee by the Trust Fund.
(c) To the extent that the costs and expenses of the Master Servicer related to any termination of a
Servicer, 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 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 Collection
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.
(e) If the Master Servicer acts as a Servicer, it will not assume liability for the representations and
warranties of the Servicer, if any, that it replaces.
(f) With respect to Additional Collateral Mortgage Loans, the Master Servicer shall have no duty or
obligation to supervise, monitor or oversee the activities of each Servicer under its Servicing Agreement with
respect to Additional Collateral, except (a) with respect to any instances where a Servicer, in the course of
fulfilling its obligations under the related Servicing Agreement seeks directions, instructions, consents or
waivers from the Master Servicer with respect to any item of Additional Collateral, or (b) upon the occurrence of
the following events (i) in the case of a final liquidation of any Mortgaged Property secured by Additional
Collateral, the Master Servicer shall enforce the obligation of the Servicer under the related Servicing
Agreement to liquidate such Additional Collateral as required by such Servicing Agreement, and (ii) if the Master
Servicer assumes the obligations of such Servicer as successor Servicer under the related Servicing Agreement
pursuant to this Section 3.03, as successor Servicer, it shall be bound to service and administer the Additional
Collateral in accordance with the provisions of such Servicing Agreement.
(g) If a 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 related Servicing Agreement have
been satisfied.
(h) If a 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.
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 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 Securityholders, the Issuer and the Indenture 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, Liquidation Proceeds and
Subsequent Recoveries and (iv) to effectuate, in its own name, on behalf of the Issuer or the Indenture Trustee,
as applicable, or in the name of the Issuer or the Indenture Trustee, as applicable, 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 related Servicing Agreement, as applicable. The Indenture Trustee
shall furnish the Master Servicer, upon written request from a Servicing Officer, with any limited 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 Indenture 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 Indenture Trustee shall have no liability for misuse
of any such powers of attorney by the Master Servicer or any Servicer). In instituting foreclosures or similar
proceedings, the Master Servicer shall institute such proceedings either in its own name on behalf of the Issuer
or the Indenture Trustee or in the name of the Issuer or the Indenture Trustee (or cause the related Servicer,
pursuant to the related Servicing Agreement, to institute such proceedings either in the name of such Servicer on
behalf of the Issuer or the Indenture Trustee or in the name of the Issuer or the Indenture Trustee), unless
otherwise required by law or otherwise appropriate. If the Master Servicer or the Indenture 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 Issuer or the Indenture Trustee on its behalf or that the Issuer or the Indenture Trustee, as
applicable, 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 Indenture Trustee, on behalf of the Issuer, in the
appointment of a co-trustee pursuant to Section 6.10 of the Indenture. 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 Indenture Trustee, be deemed to be the agent of the Indenture Trustee on
behalf of the Issuer.
SECTION 3.06. Due-on-Sale Clauses; Assumption Agreements.
To the extent provided in the applicable Servicing Agreement and 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
Securityholders on the next Payment Date, the Servicer will, if required under the applicable Servicing
Agreement, promptly furnish to the Custodian, on behalf of the Indenture Trustee, two copies of a certification
substantially in the form of Exhibit F hereto 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 related Servicing 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 Indenture Trustee (or the Custodian, on behalf of the Indenture Trustee) deliver to
the applicable Servicer the related Mortgage File. Upon receipt of such certification and request, the Indenture
Trustee (or the Custodian, on behalf of the Indenture Trustee), shall promptly release the related Mortgage File
to the applicable Servicer and the Indenture Trustee (and the Custodian, if applicable) 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 Indenture 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 related Servicing 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, the Indenture Trustee shall execute such documents as shall
be prepared and furnished to the Indenture Trustee by a Servicer or the Master Servicer (in form reasonably
acceptable to the Indenture Trustee) and as are necessary to the prosecution of any such proceedings. The
Indenture Trustee (or the Custodian, on behalf of the Indenture Trustee), shall, upon the request of a Servicer
or the Master Servicer, and delivery to the Indenture Trustee (the Custodian, on behalf of the Indenture
Trustee), of two copies of a Request For Release signed by a Servicing Officer substantially in the form of
Exhibit F (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 Indenture Trustee (or the Custodian on behalf of the Indenture 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 Indenture Trustee (or the Custodian on behalf of the
Indenture Trustee), to the Servicer or the Master Servicer.
SECTION 3.08. Documents, Records and Funds in Possession of Master Servicer To Be Held for Indenture
Trustee.
(a) The Master Servicer shall transmit and each Servicer (to the extent required by the related
Servicing Agreement) shall transmit to the Indenture Trustee (or Custodian) 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 Indenture
Trustee (or Custodian). 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, Insurance
Proceeds or Subsequent Recoveries in respect of any Mortgage Loan shall be held for the benefit of the Indenture
Trustee and the Securityholders subject to the Master Servicer's right to retain or withdraw from the Collection
Account the Master Servicing Fee, any additional compensation pursuant to Section 3.14 and any other amounts
provided in this Agreement, and to the right of each Servicer to retain its Servicing Fee and any other amounts
as provided in the applicable Servicing Agreement. The Master Servicer shall, and shall cause each Servicer to
(to the extent provided in the applicable Servicing Agreement), provide access to information and documentation
regarding the Mortgage Loans to the Indenture Trustee, its agents and accountants at any time upon reasonable
request and during normal business hours, and to Securityholders 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, Insurance Proceeds or Subsequent Recoveries, shall be held by the Master Servicer for and on behalf of
the Indenture Trustee and the Securityholders and shall be and remain the sole and exclusive property of the
Issuer; 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 (other than a Cooperative 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 4.02, any amounts collected by the Servicers or the Master Servicer,
or by any Servicer, under any insurance policies (other than amounts to be applied to the restoration or repair
of the Mortgaged Property or released to the Mortgagor in accordance with the applicable Servicing Agreement)
shall be deposited into the Collection Account, subject to withdrawal pursuant to Section 4.02 and 4.03. 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 payments to be made to Securityholders and shall be recoverable by the Master
Servicer or such Servicer pursuant to Section 4.02 and 4.03.
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 Indenture Trustee, the Issuer and the Securityholders
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 Collection 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 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 Insurance Policy of any loss which, but for the actions of such Master Servicer or 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), a Primary Insurance Policy
applicable to each Mortgage Loan (including any lender-paid Primary Insurance Policy) in accordance with the
provisions of this Agreement and the related Servicing Agreement, as applicable. The Master Servicer shall not,
and shall not permit any Servicer (to the extent required under the related Servicing Agreement) to, cancel or
refuse to renew any such Primary 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 cause each Servicer (to the extent required under the related
Servicing Agreement) to present, on behalf of the Indenture Trustee, the Issuer and the Securityholders, claims
to the insurer under any Primary Insurance Policies and, in this regard, to take such reasonable action as shall
be necessary to permit recovery under any Primary Insurance Policies respecting defaulted Mortgage Loans.
Pursuant to Section 4.01 and 4.02, any amounts collected by the Servicer under any Primary Insurance Policies
shall be deposited in the Collection Account, subject to withdrawal pursuant to Section 4.03.
SECTION 3.12. Indenture Trustee to Retain Possession of Certain Insurance Policies and Documents.
The Indenture Trustee (or the Custodian, as directed by the Indenture Trustee), shall retain possession
and custody of the originals (to the extent available and delivered) of any Primary Insurance Policies, or
certificate of insurance if applicable and available, and any certificates of renewal as to the foregoing as may
be issued from time to time as contemplated by this Agreement and which come into its possession. Until all
amounts distributable in respect of the Notes have been distributed in full and the Master Servicer otherwise has
fulfilled its obligations under this Agreement, the Indenture Trustee (or its Custodian, if any, as directed by
the Indenture 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 Indenture Trustee (or the Custodian, as directed by the Indenture Trustee), upon the execution
or receipt thereof the originals of any Primary 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. Additional Compensation to the Master Servicer.
Pursuant to Section 4.02(c), certain income and gain realized from any investment of funds in the
Collection Account shall be for the benefit of the Master Servicer as additional compensation. Servicing
compensation in the form of assumption fees, if any, late payment charges, as collected, if any, or otherwise
(but, unless otherwise specifically permitted in a Servicing Agreement, not including any Prepayment Penalty
Amounts) shall be retained by the applicable Servicer, or the Master Servicer, and shall not be deposited in the
related Servicing Account or Collection Account. 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. The amount of the aggregate compensation payable as set forth in this
Section 3.14 plus the Master Servicing Fee due to the Master Servicer in respect of any Payment Date shall be
reduced in accordance with Section 5.06.
SECTION 3.15. REO Property.
(a) In the event the Issuer (or the Indenture Trustee on its behalf) acquires ownership of any REO
Property in respect of any related Mortgage Loan, the deed or certificate of sale shall be issued to the Issuer,
or if required under applicable law, to the Indenture Trustee, or to its nominee, on behalf of the Issuer. 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.
(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 related Servicing 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 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 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 related Servicing Account on or prior to the applicable 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 Collection Account on the next succeeding Servicer Remittance Date.
SECTION 3.16. Assessments of Compliance and Attestation Reports.
(a) Assessments of Compliance.
(i) By March 10 (with a 5 calendar day cure period) of each year (subject to the later
date referred to in Section 3.16(a)(iii)), commencing in March 2008, the Master Servicer, the Securities
Administrator and the Custodian, each at its own expense, shall furnish, and each such party shall cause
any Servicing Function Participant engaged by it (unless such party has elected to take responsibility
for assessing compliance with the Relevant Servicing Criteria and providing the related attestation for
any such Subcontractor engaged by it in accordance with Regulation AB Telephone Interpretation 17.06) to
furnish, each at its own expense, to the Securities Administrator and the Depositor, a report on an
assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such
party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a
statement that such party used the Servicing Criteria to assess compliance with the Relevant Servicing
Criteria, (C) such party's assessment of compliance with the Relevant Servicing Criteria as of and for
the fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.19(b) and for each
fiscal year thereafter, whether or not a Form 10-K is required to be filed, including, if there has been
any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such
failure and the nature and status thereof, and (D) a statement that a registered public accounting firm
has issued an attestation report on such party's assessment of compliance with the Relevant Servicing
Criteria as of and for such period.
(ii) No later than the end of each fiscal year for the Issuer for which a Form 10-K is
required to be filed, the Master Servicer and the Custodian, shall each forward to the Securities
Administrator and the Depositor the name of each Servicing Function Participant engaged by it and what
Relevant Servicing Criteria will be addressed in the report on assessment of compliance prepared by such
Servicing Function Participant (provided, however, that the Master Servicer need not provide such
information to the Securities Administrator so long as the Master Servicer and the Securities
Administrator are the same Person). When the Master Servicer, the Custodian, and the Securities
Administrator submit their assessments to the Securities Administrator, such parties will also at such
time include the assessment (and attestation pursuant to subsection (b) of this Section 3.16) of each
Servicing Function Participant engaged by it.
(iii) Promptly after receipt of each such report on assessment of compliance, (i) the
Depositor shall review each such report and each comparable report submitted by a Servicer and, if
applicable, consult with the Master Servicer, the Securities Administrator, the Custodian, the Servicers
and any Servicing Function Participant engaged by such parties as to the nature of any material instance
of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the Securities
Administrator shall confirm that the assessments, taken as a whole, address all of the Servicing
Criteria and taken individually address the Relevant Servicing Criteria for each party as set forth on
Exhibit Q and on any similar exhibit set forth in each Servicing Agreement in respect of each Servicer
and notify the Depositor of any exceptions. None of such parties shall be required to deliver any such
assessments until March 30 in any given year so long as it has received written confirmation from the
Depositor that a Form 10-K is not required to be filed in respect of the Issuer for the preceding
calendar year which, if the circumstances apply, the Depositor agrees to provide prior to March 1 of the
applicable year; provided that the Custodian shall only be required to deliver such an assessment of
compliance with respect to any fiscal year for which a Form 10-K is required to be filed in respect of
the Issuer. The Master Servicer shall include all annual reports on assessment of compliance received
by it with its own assessment of compliance to be submitted to the Securities Administrator pursuant to
this Section.
In the event the Master Servicer, the Securities Administrator, the Custodian, any Servicer or
any Servicing Function Participant engaged by any such party is terminated, assigns its rights and
obligations under, or resigns pursuant to, the terms of this Agreement, or any applicable custodial
agreement, Servicing Agreement or sub-servicing agreement, as the case may be, such party (in the case
of a Servicer, to the extent required under the applicable Servicing Agreement) shall provide or shall
cause such Servicing Function Participant to provide for the applicable period preceding such assignment
and termination a report on assessment of compliance pursuant to this Section 3.16(a) or to such other
applicable agreement, notwithstanding any such termination, assignment or resignation.
(b) Attestation Reports.
(i) By March 10 (with a 5 calendar day cure period) of each year (subject to the later
date referred to in Section 3.16(b)(ii)), commencing in March 2008, the Master Servicer, the Securities
Administrator, the Custodian, each at its own expense, shall cause, and each such party shall cause any
Servicing Function Participant engaged by it to cause (unless such party has elected to take
responsibility for assessing compliance with the Relevant Servicing Criteria and providing the related
attestation with respect to such Relevant Servicing Criteria for such Subcontractor engaged by it in
accordance with Regulation AB Telephone Interpretation 17.06), each at its own expense, a registered
public accounting firm (which may also render other services to the Master Servicer, the Indenture
Trustee, in its capacity as Custodian, the Securities Administrator, or such other Servicing Function
Participants, as the case may be) and that is a member of the American Institute of Certified Public
Accountants to furnish a report to the Securities Administrator and the Depositor, to the effect that
(i) it has obtained a representation regarding certain matters from the management of such party, which
includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the
basis of an examination conducted by such firm in accordance with standards for attestation engagements
issued or adopted by the PCAOB, it is expressing an opinion as to whether such party's compliance with
the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an
overall opinion regarding such party's assessment of compliance with the Relevant Servicing Criteria.
In the event that an overall opinion cannot be expressed, such registered public accounting firm shall
state in such report why it was unable to express such an opinion. Such report must be available for
general use and not contain restricted use language.
(ii) Promptly after receipt of such report from the Master Servicer, the Indenture Trustee,
in its capacity as Custodian, the Securities Administrator, a Servicer or any Servicing Function
Participant engaged by such parties, (i) the Depositor shall review the report and, if applicable,
consult with such parties as to the nature of any defaults by such parties, in the fulfillment of any of
each such party's obligations hereunder or under any other applicable agreement, and (ii) the Securities
Administrator shall confirm that each assessment submitted pursuant to subsection (a) of this Section
3.16 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of
any exceptions. None of the Master Servicer, the Securities Administrator, the Custodian or any
Servicing Function Participant engaged by such parties shall be required to deliver or cause the
delivery of such reports until March 30 in any given year for so long as it has received written
confirmation from the Depositor that a Form 10-K is not required to be filed in respect of the Issuer
for the preceding calendar or fiscal year which, if the circumstances apply, the Depositor agrees to
provide prior to March 1 of the applicable year; provided that the Custodian shall only be required to
deliver or cause to be delivered such report with respect to any fiscal year for which a Form 10-K is
required to be filed by the Issuer. The Master Servicer shall include each such attestation furnished
to it with its own attestation to be submitted to the Securities Administrator pursuant to this Section.
In the event the Master Servicer, the Securities Administrator, the Custodian, any Servicer or
any Servicing Function Participant engaged by any such party is terminated, assigns its rights and
duties under, or resigns pursuant to the terms of this Agreement, or any applicable custodial agreement,
Servicing Agreement or sub-servicing agreement, as the case may be, such party (in the case of a
Servicer, to the extent required under the applicable Servicing Agreement) shall cause a registered
public accounting firm to provide an attestation pursuant to this Section 3.16(b) or to such other
applicable agreement, for the applicable period immediately preceding such termination, assignment or
resignation, notwithstanding any such termination, assignment or resignation.
SECTION 3.17. Annual Compliance Statement.
The Master Servicer and the Securities Administrator shall deliver (and the Master Servicer and
Securities Administrator shall cause any Servicing Function Participant engaged by it to deliver) to the
Depositor and the Securities Administrator on or before March 10 (with a 5 calendar day cure period) of each
year, commencing in March 2008, an Officer's Certificate stating, as to the signer thereof, that (A) a review of
such party's activities during the preceding calendar year or portion thereof and of such party's performance
under this Agreement, or such other applicable agreement in the case of any Servicing Function Participant, has
been made under such officer's supervision and (B) to the best of such officer's knowledge, based on such review,
such party has fulfilled all its obligations under this Agreement, or such other applicable agreement in the case
of any Servicing Function Participant, in all material respects throughout such year or portion thereof, or, if
there has been a failure to fulfill any such obligation in any material respect, specifying each such failure
known to such officer and the nature and status thereof. Promptly after receipt of each such Officer's
Certificate, the Depositor shall review such Officer's Certificate and, if applicable, consult with each such
party, as applicable, as to the nature of any failures by such party, in the fulfillment of any of such party's
obligations hereunder or, in the case of any Servicing Function Participant, under such other applicable
agreement. The Master Servicer shall include all annual statements of compliance received by it from each
Servicer with its own annual statement of compliance to be submitted to the Securities Administrator pursuant to
this Section. In the event the Master Servicer, the Securities Administrator or any Servicing Function
Participant engaged by any such party is terminated or resigns pursuant to the terms of this Agreement, or any
applicable agreement in the case of a Servicing Function Participant, as the case may be, such party shall
provide an Officer's Certificate pursuant to this Section 3.17 or to such applicable agreement, as the case may
be, notwithstanding any such termination, assignment or resignation.
SECTION 3.18. Xxxxxxxx-Xxxxx Certification.
Each Form 10-K shall include a Xxxxxxxx-Xxxxx Certification, required to be included therewith pursuant
to the Xxxxxxxx-Xxxxx Act. The Master Servicer and the Securities Administrator shall provide, and each such
party shall cause any Servicing Function Participant engaged by it to provide, to the Person who signs the
Xxxxxxxx-Xxxxx Certification (the "Certifying Person"), by March 1 (with a ten-calendar day cure period), (or by
such other date and cure period specified in the applicable Servicing Agreement), of each year in which the
Issuer is subject to the reporting requirements of the Exchange Act and otherwise within a reasonable period of
time upon request, a certification, if applicable in the form provided by the related Servicing Agreement (each,
a "Back-Up Certification"), upon which the Certifying Person, the entity for which the Certifying Person acts as
an officer, and such entity's officers, directors and Affiliates can reasonably rely. The senior officer of the
Master Servicer in charge of the master servicing function shall serve as the Certifying Person on behalf of the
Issuer. Such officer of the Certifying Person can be contacted by e-mail at xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx
or by facsimile at (000) 000-0000. In the event any such party or any Servicing Function Participant engaged by
such party is terminated or resigns pursuant to the terms of this Agreement, or any applicable sub-servicing
agreement, as the case may be, such party shall provide a Back-Up Certification to the Certifying Person pursuant
to this Section 3.18 with respect to the period of time it was subject to this Agreement or any applicable
sub-servicing agreement, as the case may be. Notwithstanding the foregoing, (i) the Master Servicer and the
Securities Administrator shall not be required to deliver a Back-Up Certification to each other if both are the
same Person and the Master Servicer is the Certifying Person and (ii) the Master Servicer shall not be obligated
to sign the Xxxxxxxx-Xxxxx Certification in the event that it does not receive any Back-Up Certification required
to be furnished to it pursuant to this section or any Servicing Agreement or custodial agreement.
SECTION 3.19. Reports Filed with Securities and Exchange Commission.
(a) Reports Filed on Form 10-D.
(i) Within 15 days after each Payment Date (subject to permitted extensions under the
Exchange Act), the Securities Administrator shall prepare and file on behalf of the Issuer any Form 10-D
required by the Exchange Act, in form and substance as required by the Exchange Act. The Securities
Administrator shall file each Form 10-D with a copy of the related Payment Date Statement attached
thereto. Any disclosure in addition to the Payment Date Statement that is required to be included on
Form 10-D ("Additional Form 10-D Disclosure") shall be reported by the parties set forth on Exhibit R to
the Depositor and the Securities Administrator and directed and approved by the Depositor pursuant to
the following paragraph and the Securities Administrator will have no duty or liability for any failure
hereunder to determine or prepare any Additional Form 10-D Disclosure, except as set forth in the next
two paragraphs.
(ii) As set forth on Exhibit R hereto, within 5 calendar days after the related Payment
Date, (i) the parties to the Xxxxxxxxx Mortgage Securities Trust 2007-3 transaction shall be required to
provide to the Securities Administrator and the Depositor, to the extent known by a responsible officer
thereof, in XXXXX-compatible form (which may be Word or Excel documents easily convertible to XXXXX
format), or in such other form as otherwise agreed upon by the Securities Administrator and such party,
the form and substance of any Additional Form 10-D Disclosure, if applicable, together with an
Additional Disclosure Notification in the form of Exhibit U hereto (an "Additional Disclosure
Notification"), 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 Initial Seller will
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 in Form 10-D pursuant to this
paragraph, provided that if the Additional Form 10-D Disclosure relates solely to the Depositor, such
fees and expenses shall be paid by the Depositor.
(iii) After preparing the Form 10-D, the Securities Administrator shall forward upon request
electronically a copy of the Form 10-D to the Depositor (provided that such Form 10-D includes any
Additional Form 10-D Disclosure). Within two Business Days after receipt of such copy, but no later
than the 12th calendar day after the Payment 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, or if the Depositor does not
request a copy of a Form 10-D, 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. A duly authorized representative of the Master Servicer shall sign each Form 10-D. 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 subsection (d)(ii) of this Section 3.19. Promptly
(but no later than 1 Business Day) after filing with the Commission, the Securities Administrator will
make available on its internet website a final executed copy of each Form 10-D filed by the Securities
Administrator. Each party to this Agreement acknowledges that the performance by the Master Servicer
and the Securities Administrator of their respective duties under this Section 3.19(a) 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 this Section 3.19(a). 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-D, where such failure results from the Securities Administrator's inability or failure to obtain
or receive, on a timely basis, any information from any other party hereto needed to prepare, arrange
for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful
misconduct.
(iv) 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 hereby
represents to the Securities Administrator that the Depositor has filed all such required reports during
the preceding 12 months and that it has been subject to such filing requirement for the past 90 days.
The Depositor shall notify the Securities Administrator in writing, no later than the fifth calendar day
after the related Payment 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 such
representations in preparing, executing and/or filing any such report
(b) Reports Filed on Form 10-K.
(i) On or prior to the 90th day after the end of each fiscal year of the Issuer in which a
Form 10-K is required to be filed 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 Issuer ends on December 31st of each
year), commencing in March 2008, the Securities Administrator shall prepare and file on behalf of the
Issuer 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 and the related Servicing
Agreement, (i) an annual compliance statement for each Servicer, the Master Servicer, the Securities
Administrator and any Servicing Function Participant engaged by such parties (each, a "Reporting
Servicer") as described under Section 3.17, (ii)(A) the annual reports on assessment of compliance with
servicing criteria for each Reporting Servicer, as described under Section 3.16(a), and (B) if each
Reporting Servicer's report on assessment of compliance with servicing criteria described under Section
3.16(a) identifies any material instance of noncompliance, disclosure identifying such instance of
noncompliance, or if each Reporting Servicer's report on assessment of compliance with servicing
criteria described under Section 3.16(a) 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 each Reporting Servicer, as described under
Section 3.16(b), and (B) if any registered public accounting firm attestation report described under
Section 3.16(b) identifies any material instance of noncompliance, disclosure identifying such instance
of noncompliance, or if any such registered public accounting firm attestation report is not included as
an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such
report is not included, and (iv) a Xxxxxxxx-Xxxxx Certification as described in Section 3.18 (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 be determined and prepared by and at the direction of the Depositor pursuant to the following
paragraph and the Securities Administrator will have no duty or liability for any failure hereunder to
determine or prepare any Additional Form 10-K Disclosure, except as set forth in the next two
paragraphs.
(ii) As set forth on Exhibit S hereto, no later than March 10 (with a 5 calendar day cure
period) of each year that the Issuer is subject to the Exchange Act reporting requirements, commencing
in 2008, (i) the parties to the Xxxxxxxxx Mortgage Securities Trust 2007-3 transaction shall be required
to provide to the Securities Administrator and the Depositor, to the extent known by a responsible
officer thereof, in XXXXX-compatible form (which may be Word or Excel documents easily convertible to
XXXXX format), or in such other form as otherwise agreed upon by the Securities Administrator and such
party, the form and substance of any Additional Form 10-K Disclosure, if applicable, together with an
Additional Disclosure Notification 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
Initial Seller will 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 in Form 10-K
pursuant to this paragraph, provided that if the Additional Form 10-K Disclosure relates solely to the
Depositor, such fees and expenses shall be paid by the Depositor.
(iii) After preparing the Form 10-K, the Securities Administrator shall forward upon request
electronically a copy of the Form 10-K to the Depositor. Within three Business Days after receipt of
such copy, but no later than 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, or if the Depositor does not request a copy of a
Form 10-K, 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. A senior
officer of the Master Servicer in charge of the master servicing function shall sign the Form 10-K. 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 subsection (d)(ii) of this Section
3.19. Promptly (but no later than 1 Business Day) after filing with the Commission, the Securities
Administrator will make available on its internet website a final executed copy of each Form 10-K filed
by the Securities Administrator. The parties to this Agreement acknowledge that the performance by the
Master Servicer and the Securities Administrator of its duties under this Section 3.19(b) related to the
timely preparation, execution and filing of Form 10-K is contingent upon such parties (the Custodian and
any Servicing Function Participant) strictly observing all applicable deadlines in the performance of
their duties under this Section 3.19(b), Section 3.18, Section 3.17, Section 3.16(a) and Section
3.16(b). 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-K, where such failure results from the Securities
Administrator's inability or failure to obtain or 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.
(iv) Form 10-K requires the registrant to indicate (by checking "yes" or "no") that it "(1)
has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days." The Depositor hereby
represents to the Securities Administrator that the Depositor has filed all such required reports during
the preceding 12 months and that it has been subject to such filing requirement for the past 90 days.
The Depositor shall notify the Securities Administrator in writing, no later than March 15th with
respect to the filing of a report on Form 10-K, if the answer to the questions should be "no." The
Securities Administrator shall be entitled to rely on such representations in preparing, executing
and/or filing any such report.
(c) Reports Filed on Form 8-K.
(i) Within four (4) Business Days after the occurrence of an event requiring disclosure on
Form 8-K (each such event, a "Reportable Event"), and if requested by the Depositor, the Securities
Administrator shall prepare and file on behalf of the Issuer a 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
Offered Notes. Any disclosure or information related to a Reportable Event or that is otherwise
required to be included in Form 8-K ("Form 8-K Disclosure Information") shall be reported by the parties
set forth on Exhibit T to the Depositor and the Securities Administrator and directed and approved by
the Depositor pursuant to the following paragraph and the Securities Administrator will have no duty or
liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any
Form 8-K, except as set forth in the next two paragraphs.
(ii) As set forth on Exhibit T hereto, for so long as the Issuer is subject to the Exchange
Act reporting requirements, no later than close of business (New York City time) on the 2nd Business
Day after the occurrence of a Reportable Event (i) the parties to the Xxxxxxxxx Mortgage Securities
Trust 2007-3 transaction shall be required to provide to the Securities Administrator and Depositor, to
the extent known by a responsible officer thereof, in XXXXX-compatible form (which may be Word or Excel
documents easily convertible to XXXXX format), or in such other form as otherwise agreed upon by the
Securities Administrator and such party, the form and substance of any Form 8-K Disclosure Information,
if applicable, together with an Additional Disclosure Notification 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. The Initial Seller will be responsible for any reasonable fees and expenses assessed or
incurred by the Securities Administrator in connection with including any Form 8-K Disclosure
Information in Form 8-K pursuant to this paragraph, provided that if the Additional Form 8-K Disclosure
Information relates solely to the Depositor, such fees and expenses shall be paid by the Depositor.
(iii) After preparing the Form 8-K, the Securities Administrator shall forward upon request
electronically a copy of the Form 8-K to the Depositor. Promptly, but no later than the close of
business 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, or if the Depositor does not
request a copy of a Form 8-K, 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. A duly authorized representative of the Master Servicer shall sign each Form 8-K filed by the
Securities Administrator. 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 subsection (d)(ii)
of this Section 3.19. Promptly (but no later than 1 Business Day) after filing with the Commission, the
Securities Administrator will, make available on its internet website a final executed copy of each Form
8-K filed by the Securities Administrator or filed by the Depositor and provided to the Securities
Administrator for that purpose. The parties to this Agreement acknowledge that the performance by the
Master Servicer and the Securities Administrator of their respective duties under this Section 3.19(c)
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
3.19(c). Neither the Securities Administrator nor the Master Servicer shall have any liability for any
loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, execute
and/or timely file such Form 8-K, where such failure results from the Securities Administrator's
inability or failure to obtain or receive, on a timely basis, any information from any other party
hereto needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own
negligence, bad faith or willful misconduct.
(d) Delisting; Amendments; Late Filings.
(i) On or prior to January 30 of the first year in which the Securities Administrator is
able to do so under applicable law, unless otherwise directed by the Depositor, the Securities
Administrator shall prepare and file a Form 15 relating to the automatic suspension of reporting in
respect of the Issuer under the Exchange Act.
(ii) 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 electronically the Depositor. In the case of Form 10-D and 10-K, the
parties to this Agreement and each Servicer will cooperate to prepare and file a Form 12b-25 and a
10-D/A and 10-K/A, 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
includes any Additional Form 10-D Disclosure, any Additional Form 10-K Disclosure or any Form 8-K
Disclosure Information or any amendment to such disclosure, the Securities Administrator will promptly
notify electronically the Depositor and such parties will cooperate to prepare any necessary 8-KA,
10-D/A or 10-K/A. Any Form 15, Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K shall be signed
by a duly authorized representative or a senior officer in charge of master servicing, as applicable, of
the Master Servicer. The parties to this Agreement acknowledge that the performance by the Master
Servicer and the Securities Administrator of their respective duties under this Section 3.19(d) 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 each such party performing its duties under this Section. 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 any
such Form 15, Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, where such failure results from
the Securities Administrator's inability or failure to obtain or receive, on a timely basis, any
information from any other party hereto needed to prepare, arrange for execution or file such Form 15,
Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, not resulting from its own negligence, bad
faith or willful misconduct.
SECTION 3.20. Additional Information.
Each of the parties agrees to provide to the Securities Administrator such additional information
related to such party as the Securities Administrator may reasonably request, including evidence of the
authorization of the person signing any certification or statement, financial information and reports, and such
other information related to such party or its performance hereunder.
SECTION 3.21. Intention of the Parties and Interpretation.
Each of the parties acknowledges and agrees that the purpose of Section 3.16 through Section 3.20 of
this Agreement is to facilitate compliance by the Securities Administrator and the Depositor with the provisions
of Regulation AB promulgated by the Commission under the Exchange Act, as such may be amended from time to time
and subject to such clarification and interpretive advice as may be issued by the staff of the Commission from
time to time. 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 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 the
reasonable requests made by the Securities Administrator or the Depositor for delivery of such additional or
different information as the Securities Administrator or the Depositor may determine in good faith is necessary
to comply with the provisions of Regulation AB, which information is available to such party without unreasonable
effort or expense and within such timeframe as may be reasonably requested, 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.
SECTION 3.22. Indemnification.
Each party required to deliver an assessment of compliance and attestation report pursuant to Section
3.16 (each, an "Item 1122 Responsible Party") shall indemnify and hold harmless the Securities Administrator, the
Master Servicer, the Depositor, the Initial Seller and the Seller and each of their directors, officers,
employees, agents, and affiliates from and against any and all claims, losses, damages, penalties, fines,
forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or
based upon (a) any breach by such Item 1122 Responsible Party of any of its obligations hereunder relating to its
obligations as an Item 1122 Responsible Party, including particularly its obligations to provide any assessment
of compliance, attestation report or compliance statement required under Section 3.16(a), 3.16(b) or 3.17,
respectively, or any information, data or materials required to be included in any Exchange Act report, (b) any
material misstatement or material omission in any information, data or materials provided by such Item 1122
Responsible Party (or, in the case of the Securities Administrator or Master Servicer, any material misstatement
or material omission in (x) any compliance certificate delivered by it, or by any Servicing Function Participant
engaged by it, pursuant to this Agreement, (y) any assessment or attestation delivered by or on behalf of it, or
by any Servicing Function Participant engaged by it, pursuant to this Agreement, or (z) any Additional Form 10-D
Disclosure, Additional Form 10-K Disclosure or Form 8-K Disclosure Information concerning the Securities
Administrator or the Master Servicer and provided by either of them), or (c) the negligence, bad faith or willful
misconduct of such Item 1122 Responsible Party in connection with its performance hereunder relating to its
obligations as an Item 1122 Responsible Party. If the indemnification provided for herein is unavailable or
insufficient to hold harmless the Securities Administrator, the Depositor, the Initial Seller or the Seller, then
each Item 1122 Responsible Party agrees that it shall contribute to the amount paid or payable by the Securities
Administrator, the Master Servicer, the Depositor, the Initial Seller or the Seller as a result of any claims,
losses, damages or liabilities incurred by the Securities Administrator, the Master Servicer, the Depositor, the
Initial Seller or the Seller in such proportion as is appropriate to reflect the relative fault of the Securities
Administrator, the Master Servicer, the Depositor, the Initial Seller or the Seller on the one hand and such Item
1122 Responsible Party on the other. This indemnification shall survive the termination of this Agreement or the
termination of any party to this Agreement.
SECTION 3.23. Amendments to Master Servicing Guide and Correspondent Sellers Guide.
The Initial Seller and the Master Servicer hereby agree not to amend the Master Servicing Guide or the
Correspondent Sellers Guide with respect to the Mortgage Loans (which are Securitized Loans (as defined therein))
which amendment would (i) change the Servicer Remittance Date or date for remittance of any servicer reports or
monthly remittance advices, (ii) change the manner in which any Servicer makes Advances, servicing advances or
amounts to compensate for Interest Shortfalls or (iii) otherwise have a material adverse effect on the Issuer or
the Securityholders unless such changes are made pursuant to the provisions of Section 12.01 hereof.
SECTION 3.24. Uniform Commercial Code.
The Securities Administrator agrees to file continuation statements for any Uniform Commercial Code
financing statements identifying the Issuer as debtor which the Depositor has informed the Securities
Administrator in writing were filed on the Closing Date in connection with the Issuer, provided that the
Securities Administrator receives the related filing information on a timely basis. The Depositor shall file any
financing statements or amendments thereto required by any change in the Uniform Commercial Code.
SECTION 3.25. Optional and Required Purchases of Certain Mortgage Loans.
(a) Xxxxxxxxx, in its capacity as a Servicer of a portion of the Mortgage Loans, shall have the right
to purchase from the Issuer any Mortgage Loan which as of the first day of a calendar quarter is delinquent in
payment by 90 days or more or is an REO Property, at a price equal to the Purchase 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 calendar 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 calendar
quarter.
(b) The Seller, may, but is not required to, repurchase any Mortgage Loan as to which the Mortgagor has
requested a Significant Modification that is not then permitted under the related Mortgage Note if such Mortgagor
has a satisfactory payment history under such Mortgage Loan and meets the credit standards of Xxxxxxxxx for the
loan program selected (a "Significant Modification Loan"). A "Significant Modification" shall mean any
modification to the interest rate of the greater of (i) 0.25% added or subtracted from the existing rate and (ii)
a change equal to the product of (a) 5% and (b) the annual existing interest rate thereon, which is not provided
for in the related Mortgage Note. The purchase price for any repurchase pursuant to this Section 3.25(b) shall
be the applicable Purchase Price. In order to exercise its repurchase rights hereunder, the Seller shall deliver
to the Master Servicer and the Indenture Trustee an Officer's Certificate identifying the Mortgage Loan to be
repurchased and certifying that (i) such Mortgage Loan is a Significant Modification Loan, and (ii) that the
Significant Modification Loan will be entered into on the date of such repurchase.
(c) No later than the fourth Business Day prior to each Payment Date, Xxxxxxxxx will provide to the
Master Servicer a list identifying all Mortgage Loans that became Converted Mortgage Loans or Modified Mortgage
Loans during the related Due Period. On the third Business Day prior to each Payment Date, provided that it has
received such list from Xxxxxxxxx, the Master Servicer shall prepare and provide to TMI a Converted Mortgage Loan
Schedule and a Modified Mortgage Loan Schedule with respect to such Due Period. No later than 1:00 PM Eastern
Time on the second Business Day prior to each Payment Date, TMI shall purchase each Converted Mortgage Loan and
Modified Mortgage Loan, to the extent specified in a Converted Mortgage Loan Schedule or Modified Mortgage Loan
Schedule delivered to it by the Master Servicer for such Payment Date, at the applicable Purchase Price for each
such Converted Mortgage Loan or Modified Mortgage Loan, as applicable, and shall remit such Purchase Price to the
Master Servicer for deposit in the Collection Account.
(d) If at any time Xxxxxxxxx, the Seller or TMI, as applicable, remits to the Master Servicer a
payment for deposit in the Collection Account covering the amount of the Purchase Price for a Mortgage Loan of
the type set forth in clauses (a), (b) or (c) above, as applicable, and Xxxxxxxxx, the Seller, or TMI, as
applicable, provides to the Indenture Trustee a certification signed by a Servicing Officer stating that the
amount of such payment has been deposited in the Collection Account, then the Indenture Trustee shall execute the
assignment of such Mortgage Loan at the request of Xxxxxxxxx, the Seller or TMI without recourse to Xxxxxxxxx,
the Seller or TMI, as applicable, which shall succeed to all the Issuer's and/or the Indenture 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. Xxxxxxxxx, the Seller or TMI, as applicable,
will thereupon own such Mortgage Loan, and all such security and documents, free of any further obligation to the
Issuer, the Indenture Trustee or the Securityholders with respect thereto.
SECTION 3.26. Realization upon Troubled Mortgage Loans.
The Master Servicer shall have the right to cause a Servicer to sell or work out any Mortgage Loan as to
which the Master Servicer reasonably believes that default in payment is likely, provided, however, that, with
respect to any such sale of a Mortgage Loan by a Servicer, the related sale price shall be no less than the
Scheduled Principal Balance of such Mortgage Loan as of the last day of the Due Period immediately preceding the
date of such sale plus accrued interest thereon through such sale date. Any and all proceeds from such a sale
shall be deemed to be Liquidation Proceeds hereunder and any such Mortgage Loan which has been sold shall be
deemed a Liquidated Mortgage Loan hereunder.
SECTION 3.27. Closing Certificate and Opinion.
On or before the Closing Date, the Master Servicer shall cause to be delivered to the Depositor, the
Initial Seller, the Seller, the Issuer and the Indenture Trustee, and Bear Xxxxxxx & Co. an Opinion of Counsel,
dated the Closing Date, in form and substance reasonably satisfactory to the Depositor, Bear Xxxxxxx & Co., the
Initial Seller and the Seller as to the due authorization, execution and delivery of this Agreement by the Master
Servicer and the enforceability thereof.
SECTION 3.28. 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 3.29. 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 Securities 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 3.30. Indemnification of the Initial Seller, the Seller, the Indenture Trustee, the Owner
Trustee, the Master Servicer and the Securities Administrator.
(a) In addition to any indemnity required pursuant to Section 3.22 hereof, the Master Servicer agrees
to indemnify the Indemnified Persons for, and to hold them harmless against, any loss, liability or expense
(except as otherwise provided herein with respect to expenses) (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 this
Agreement or the Securities (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), an Indemnified Person shall have given the Master Servicer and the Depositor written notice
thereof promptly after such Indemnified Person shall have with respect to such claim or legal action knowledge
thereof. The Indemnified Person's failure to give such notice shall not affect the Indemnified Person's right to
indemnification hereunder. This indemnity shall survive the resignation or removal of the Indenture Trustee, the
Owner Trustee, the Master Servicer or the Securities Administrator and the termination of this Agreement.
(b) The Issuer will indemnify any Indemnified Person for any loss, liability or expense of any
Indemnified Person not otherwise indemnified by the Master Servicer as referred to in Subsection (a) above.
(c) In addition to any indemnity required pursuant to Section 3.22 hereof, the Securities Administrator
agrees to indemnify the Indemnified Persons (other than the Securities Administrator) for, and to hold them
harmless against, any loss, liability or expense (except as otherwise provided herein with respect to expenses)
(including reasonable legal fees and disbursements of counsel) incurred on their part (i) in connection with,
arising out of, or relating to the Securities Administrator's failure to file any Exchange Act report which the
Securities Administrator is responsible for filing in accordance with Section 3.19, (ii) by reason of the
Securities Administrator's negligence or willful misconduct in the performance of such obligations pursuant to
Section 3.19 or (iii) by reason of the Securities Administrator's reckless disregard of such obligations pursuant
to Section 3.19, provided, in each case, that with respect to any such claim or legal action (or pending or
threatened claim or legal action), an Indemnified Person shall have given the Securities Administrator written
notice thereof promptly after such Indemnified Person shall have with respect to such claim or legal action
knowledge thereof. The Indemnified Person's failure to give such notice shall not affect the Indemnified
Person's right to indemnification hereunder. This indemnity shall survive the resignation or removal of the
Indenture Trustee, the Owner Trustee, the Master Servicer or the Securities Administrator and the termination of
this Agreement.
SECTION 3.31. Limitations on Liability of the Master Servicer and Others; Indemnification of Indenture
Trustee and Others.
Subject to the obligation of the Master Servicer to indemnify the Indemnified Persons pursuant to
Section 3.30:
(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 Issuer or the
Securityholders 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 Owner Trustee (in its individual capacity and as Owner Trustee), the
Indenture Trustee (in its individual corporate capacity and as Indenture Trustee), the Custodian (including for
such purpose, the Indenture Trustee acting in its capacity as Custodian) and any director, officer, employee or
agent of the Master Servicer, the Owner Trustee, the Indenture Trustee or the Custodian shall be indemnified by
the Issuer and held harmless thereby against any loss, liability or expense (except as otherwise provided herein
with respect to expenses) (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, this Agreement, the Securities or any
Servicing Agreement or the transactions contemplated hereby or thereby (except, with respect to the Master
Servicer, to the extent that the Master Servicer is indemnified by the Servicer thereunder), other than (i) with
respect to the Master Servicer only, any such loss, liability or expense related to the Master Servicer's failure
to perform its duties in compliance with this Agreement or (ii) with respect to the Master Servicer or Custodian
only, 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 its own duties hereunder or by reason of
reckless disregard of its own obligations and duties hereunder or under a custodial agreement.
(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, 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 Issuer and the Securityholders 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
Issuer, and the Master Servicer shall be entitled to be reimbursed therefor out of the Collection Account as
provided by Section 4.03. Nothing in this Subsection 3.31(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 Subsection 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 Issuer 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 Indenture 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 3.32. Master Servicer Not to Resign.
Except as provided in Section 3.34, 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 Independent Opinion of Counsel (delivered at the expense of the
Master Servicer) to such effect delivered to the Indenture Trustee. No such resignation by the Master Servicer
shall become effective until the Indenture Trustee or a successor to the Master Servicer reasonably satisfactory
to the Indenture Trustee shall have assumed the responsibilities and obligations of the Master Servicer in
accordance with Section 7.02 hereof. The Indenture Trustee shall notify each Rating Agency of the resignation of
the Master Servicer.
SECTION 3.33. Successor Master Servicer.
In connection with the appointment of any successor master servicer or the assumption of the duties of
the Master Servicer, the Indenture Trustee may make such arrangements for the compensation of such successor
master servicer out of payments on the Mortgage Loans as the Indenture Trustee and such successor master servicer
shall agree which in no case shall exceed the Master Servicing Fee, plus the portion of investment income on
amounts on deposit in the Collection Account to which the Master Servicer is entitled hereunder. If the
successor master servicer does not agree that the proposed compensation is fair, such successor master servicer
shall obtain two quotations of market compensation from third parties actively engaged in the servicing of
single-family mortgage loans; provided, however, that Xxxxxxxxx, as a Servicer of a portion of the Mortgage
Loans, shall have the right, but not the obligation, to be appointed successor master servicer in the event that
the Indenture Trustee, in its sole discretion, decides not to assume the duties of the Master Servicer itself;
and provided, further, that each Rating Agency shall confirm in writing that any appointment of a successor
Master Servicer (other than the Indenture Trustee) will not result in a downgrade in the then current rating of
any Class of Notes.
SECTION 3.34. Sale and Assignment of Master Servicing.
The Master Servicer may sell and assign its rights and delegate its duties and obligations in their
entirety as Master Servicer under this Agreement, with the written consent of Xxxxxxxxx in its capacity as a
Servicer of a portion of the Mortgage Loans, to be given in its sole discretion, and provided further 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 Xxxxxx Xxx or Xxxxxxx 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 Xxxxxxxxx and the Indenture Trustee (as evidenced in writing signed by Xxxxxxxxx and
the Indenture Trustee); and (d) shall execute and deliver to the Indenture Trustee an agreement, in form and
substance reasonably satisfactory to the Indenture 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 ratings of the Notes 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 Indenture
Trustee; and (iii) the Master Servicer assigning and selling the master servicing shall deliver to the Indenture
Trustee an Officer's Certificate and an Independent Opinion of Counsel, (delivered at the Master Servicer's
expense) 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. No such assignment or delegation
shall affect any liability of the Master Servicer arising prior to the effective date thereof.
ARTICLE IV
ACCOUNTS
SECTION 4.01. Servicing Accounts.
(a) The Master Servicer shall enforce the obligation of each Servicer to establish and maintain one or
more custodial accounts (the "Servicing Accounts") 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, Subsequent Recoveries and
advances made from the Servicer's own funds (less, in the case of each Servicer, the applicable servicing
compensation, in whatever form and amounts as permitted by the applicable Servicing Agreement) and all other
amounts to be deposited in each such Servicing Account. The Servicer is hereby authorized to make withdrawals
from and deposits to the related Servicing Account for purposes required or permitted by this Agreement and the
applicable Servicing Agreement. For the purposes of this Agreement, Servicing Accounts shall also include such
other accounts as the Servicer maintains for the escrow of certain payments, such as taxes and insurance, with
respect to certain Mortgaged Properties. Each Servicing Agreement sets forth the criteria for the segregation,
maintenance and investment of each related Servicing Account, the contents of which are acceptable to the parties
hereto as of the date hereof and changes to which shall not be made unless such changes are made in accordance
with the provisions of Section 12.01 hereof.
(b) [Reserved];
(c) To the extent provided in the related Servicing Agreement and subject to this Article IV, on or
before each Servicer Remittance Date, each Servicer shall withdraw or shall cause to be withdrawn from the
related Servicing Accounts and shall immediately deposit or cause to be deposited in the Collection 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 of the Mortgage Loans it is
servicing:
(i) Monthly Payments on the Mortgage Loans received or any related portion thereof advanced by
the Servicers pursuant to the Servicing Agreements which were due on or before the related Due Date but net
of the amount thereof comprising the Servicing Fees;
(ii)Principal Prepayments in full and any Liquidation Proceeds received by the Servicers with
respect to such Mortgage Loans in the related Prepayment Period, with interest to the date of prepayment or
liquidation, net of the amount thereof comprising the Servicing Fees and any Subsequent Recoveries received
in the related Prepayment Period;
(iii) Principal Prepayments in part received by the Servicers for such Mortgage Loans in the
related Prepayment Period;
(iv)Prepayment Penalty Amounts, if any, and only if required under the related Servicing
Agreement; and
(v) any amount to be used as a delinquency advance or to pay any Interest Shortfalls, in each
case, as required to be paid under the related Servicing Agreement.
(d) Withdrawals may be made from a Servicing Account only to make remittances as provided in Section
4.01(c), 4.02 and 4.03; to reimburse the Master Servicer or a Servicer for Advances which have been recovered by
subsequent collection 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 4.02(b), certain amounts
otherwise due to the Servicers may be retained by them and need not be deposited in the Collection Account.
Notwithstanding anything herein to the contrary, the Master Servicer shall not be responsible for
verifying the accuracy of any Prepayment Penalty.
SECTION 4.02. Collection Account.
(a) The Securities Administrator shall establish and maintain in the name of the Securities
Intermediary for the benefit of the Indenture Trustee and the Securityholders, the Collection Account as a
segregated account or accounts, each of which shall be an Eligible Account. If an existing Collection Account
ceases to be an Eligible Account, the Securities Administrator shall establish a new Collection Account that is
an Eligible Account within ten (10) days and transfer all funds and investment property on deposit in such
existing Collection Account into the new Collection Account. So long as Xxxxx Fargo shall act as both the Master
Servicer and the Securities Administrator, the Collection Account may be a sub-account of the Note Payment
Account. To the extent that the Collection Account is not a sub-account of the Note Payment Account, on each
Deposit Date, the Securities Administrator shall withdraw from the Collection Account and remit to the Note
Payment Account the Available Funds for the related Payment Date, to the extent received by it or required to be
funded by the Master Servicer. The Collection Account shall constitute an account of the Indenture Trustee
segregated on the books of the Securities Intermediary and held by the Securities Administrator in trust in its
Corporate Trust Office, and the Collection 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 Issuer, the
Indenture Trustee, the Securities Administrator, the Securities Intermediary or the Master Servicer (whether made
directly, or indirectly through a liquidator or receiver of the Issuer, the Indenture Trustee, the Securities
Administrator, the Securities Intermediary or the Master Servicer). The amount at any time credited to the
Collection Account shall be (i) fully insured by the FDIC to the maximum coverage provided thereby or (ii)
invested by the Securities Administrator, in Permitted Investments, in accordance with Section 4.02(c). All
Permitted Investments shall mature or be subject to redemption or withdrawal on or before, and shall be held
until, the immediately succeeding Deposit Date. With respect to the Collection Account and the funds deposited
therein, the Securities Administrator shall take such action as may be necessary to ensure that the Issuer and
the Securityholders shall be entitled to the priorities afforded to such an account (in addition to a claim
against the estate of the Securities Administrator, the Securities Intermediary or the Indenture 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, if applicable. The Securities
Administrator, the Indenture Trustee or their affiliates are permitted to receive additional compensation that
could be deemed to be in the their economic self-interest for (i) serving as investment adviser, administrator,
servicing agent, custodian or sub-custodian with respect to certain of the Permitted Investments, (ii) using
affiliates to effect transactions in certain Permitted Investments and (iii) effecting transactions in certain
Permitted Investments. The Master Servicer and the Securities Administrator will deposit in the Collection
Account as identified by the Master Servicer or the Securities Administrator and as received by the Master
Servicer or the Securities Administrator, the following amounts:
(i) any amounts withdrawn from a Servicing Account pursuant to Section 4.01(c);
(ii)any Advance and any Compensating Interest Payments required to be made by the Master
Servicer to the extent required but not made by a Servicer;
(iii) any Insurance Proceeds, Liquidation Proceeds or Subsequent Recoveries received by or
on behalf of the Master Servicer or which were not deposited in a Servicing Account;
(iv)the Purchase Price with respect to any Mortgage Loans purchased by the Initial Seller or the
Seller pursuant to Section 2.04 of this Agreement, any Substitution Adjustments pursuant to Section 2.04 of
this Agreement, the Purchase Price with respect to any Mortgage Loans purchased by Xxxxxxxxx, the Seller or
TMI pursuant to Section 3.25, and all proceeds of any Mortgage Loans or property acquired with respect
thereto repurchased by Xxxxxxxxx (or its assignee) or the Master Servicer pursuant to Section 10.01;
(v) any amounts required to be deposited with respect to losses on investments of deposits in
the Collection Account; and
(vi)any other amounts received by or on behalf of the Master Servicer or the Securities
Administrator and required to be deposited in the Collection Account pursuant to this Agreement.
(b) All amounts deposited to the Collection Account shall be held by the Securities Intermediary in the
name of the Indenture Trustee in trust for the benefit of the Indenture Trustee and the Securityholders in
accordance with the terms and provisions of this Agreement. The requirements for crediting the Collection
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 (but including, in the case of
Xxxxxxxxx, all Prepayment Penalty Amounts) and (ii) the items enumerated in Subsections 4.03(a)(i), (ii), (iii),
(iv), (vi), (vii), (ix) and (x) and with respect to the Securities Administrator item (xi), need not be credited
by the Master Servicer or the related Servicer to the Collection Account. In the event that the Master Servicer
shall deposit or cause to be deposited to the Collection Account any amount not required to be credited thereto,
the Securities Intermediary , 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.
(c) The amount at any time credited to the Collection Account shall be invested, in the name of the
Securities Intermediary, or its nominee, for the benefit of the Indenture Trustee and the Securityholders, in
Permitted Investments as follows. All net earnings on Permitted Investments shall be for the benefit of
Xxxxxxxxx, in its capacity as Servicer, except that to the extent the Collection Account is treated as a
sub-account of the Note Payment Account, the investment income with respect to investment of the funds in the
Collection Account on the Business Day prior to each Payment Date shall be for the benefit of the Master
Servicer. All Permitted Investments made for the benefit of Xxxxxxxxx shall be made at the written direction of
Xxxxxxxxx to the Securities Administrator (or, if no such written direction is received, in investments of the
type specified in clause (vi) of the definition of Permitted Investments), shall mature or be subject to
redemption or withdrawal on or before, and shall be held until, the Business Day prior to the next succeeding
Deposit Date. Any and all investment earnings from such Permitted Investments shall be paid to Xxxxxxxxx, and
the risk of loss of moneys resulting from such investments shall be borne by and be the risk of Xxxxxxxxx.
Xxxxxxxxx shall deposit the amount of any such loss in the Collection Account within two Business Days of receipt
of notification of such loss but not later than the next succeeding Payment Date.
SECTION 4.03. Permitted Withdrawals and Transfers from the Collection Account.
(a) The Securities Administrator will, from time to time on demand of a Servicer, the Master Servicer,
or for its own account as set forth below, make or cause to be made such withdrawals or transfers from the
Collection Account, in the case of a demand by a Servicer, as the applicable Servicer has designated for such
transfer or withdrawal pursuant to the applicable Servicing Agreement, or in the case of the Master Servicer as
set forth below in this Section 4.03, or as the Securities Administrator has determined to be appropriate in
accordance herewith, for the following purposes:
(i) to reimburse the Master Servicer or any Servicer for any Advance of its own funds or of such
Servicer's 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 Purchase Price therefor, Insurance Proceeds and Liquidation Proceeds) which represent late payments or
recoveries of the principal of or interest on such Mortgage Loan respecting which such Advance was made;
(ii)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;
(iii) 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;
(iv)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 it or
such Servicer would have been entitled to receive under subclause (viii) of this Subsection 4.03(a) as
servicing compensation on account of each defaulted Monthly Payment on such Mortgage Loan if paid in a
timely manner by the related Mortgagor;
(v) to pay the Master Servicer or any Servicer from the Purchase Price for any Mortgage Loan,
the amount which it or such Servicer would have been entitled to receive under subclause (viii) of this
Subsection (a) as servicing compensation;
(vi)to reimburse the Master Servicer or any Servicer for servicing related advances of funds,
the right to reimbursement pursuant to this subclause being limited to amounts received on the related
Mortgage Loan (including, for this purpose, the Purchase Price therefor, Insurance Proceeds and Liquidation
Proceeds) which represent late recoveries of the payments for which such servicing advances were made;
(vii) to reimburse the Master Servicer or any Servicer for any Advance or advance, after a
Realized Loss has been allocated with respect to the related Mortgage Loan if the Advance or advance has not
been reimbursed pursuant to clauses (i) and (vi);
(viii) to pay the Master Servicer its monthly Master Servicing Fee and any investment income
and other additional servicing compensation payable pursuant to Section 3.14;
(ix)to reimburse the Master Servicer or the Securities Administrator for any expenses
recoverable by the Master Servicer or the Securities Administrator pursuant to Sections 3.03 and 3.31;
(x) to pay Xxxxxxxxx, as a Servicer, any Prepayment Penalty Amounts and any earnings payable
pursuant to Section 4.02(c), and 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;
(xi)to reimburse the Indenture Trustee, the Owner Trustee and the Securities Administrator for
expenses, costs and liabilities incurred by or reimbursable to it from funds of the Issuer pursuant to
Sections 3.30, 3.31 or 8.05 (including those related to the Custodian, to the extent not paid by Xxxxxxxxx),
and to reimburse the Indenture Trustee for any fees, costs and expenses costs incurred by or reimbursable to
it pursuant to Section 2.03(a), 7.01(b), 8.02, 8.05 or 8.07, to the extent not otherwise reimbursed to it;
(xii) to make distributions of Retained Interest to the Retained Interest Holder on each
Payment Date;
(xiii) to pay to Xxxxxxxxx (in its capacity as a Servicer) all investment earnings on amounts
on deposit in the Collection Account to which it is entitled under Section 4.02(c);
(xiv) to remove amounts deposited in error; and
(xv)to clear and terminate the Collection Account pursuant to Section 10.01.
(b) In addition, on or before the Business Day immediately preceding each Deposit Date, the Master
Servicer shall deposit in the Collection Account (or remit to the Securities Administrator for deposit therein)
any Advances or Compensating Interest Payments, to the extent required but not made by the related Servicer and
required to be made by the Master Servicer with respect to the Mortgage Loans.
(c) The Securities Administrator or the Master Servicer shall keep and maintain separate accounting, on
a Mortgage Loan by Mortgage Loan basis, for the purpose of accounting for any payments or reimbursements from the
Collection Account pursuant to subclauses (i) through (vii), inclusive, (ix) and (x) or with respect to any such
amounts which would have been covered by such subclauses had the amounts not been retained by the Master Servicer
without being deposited in the Collection Account under Section 4.02(b).
(d) In order to comply with its duties under the USA PATRIOT Act of 2001, the Securities Administrator
shall obtain and verify certain information and documentation from the other parties hereto, including, but not
limited to, each such party's name, address and other identifying information.
SECTION 4.04. The Note Payment Account.
The Securities Administrator shall establish and maintain in the name of the Securities Intermediary for
the benefit of the Indenture Trustee and the Noteholders, the Note Payment Account which shall be an Eligible
Account. On each Deposit Date, to the extent that the Collection Account is not a sub-account of the Note
Payment Account, the Securities Administrator shall withdraw, on behalf of the Indenture Trustee, from the
Collection Account the aggregate Available Funds for the related Payment Date for deposit into the Note Payment
Account. The Securities Administrator shall also deposit into the Note Payment Account all amounts received on
behalf of the Issuer under the Yield Maintenance Agreements.
In the event that the Securities Administrator shall remit into the Note Payment Account any amount not
required to be remitted by it, it may at any time withdraw such amount from the Note Payment Account, any
provision herein to the contrary notwithstanding. All funds deposited in the Note Payment Account shall be held
by the Securities Intermediary in trust for the Noteholders, until disbursed in accordance with this Agreement or
withdrawn in accordance with Section 5.01.
If the Note Payment Account ceases to be an Eligible Account, the Securities Administrator shall
establish a new Note Payment Account that is an Eligible Account within 10 days and transfer all funds and
investment property on deposit in such existing Note Payment Account into such new Note Payment Account.
All funds on deposit in the Note Payment Account may be invested as directed by the Securities
Administrator in Permitted Investments in the name of the Securities Intermediary for the benefit of the
Indenture Trustee and the Noteholders which shall mature no later than the Payment Date, provided that such
Permitted Investment is an obligation of the Securities Administrator or otherwise managed or advised by the
Securities Administrator or an affiliate thereof. All income and gain net of realized losses on such investments
shall be paid to the Master Servicer as additional master servicing compensation except to the extent that the
Collection Account is treated as a sub-account of the Note Payment Account, in which case only investment income
earned on the Business Day prior to each Payment Date shall be paid to the Master Servicer as additional
servicing compensation and any remaining investment income shall be paid to Xxxxxxxxx in its capacity as Servicer
as specified in Section 4.02(c). The amount of any realized losses in the Note Payment Account in respect of
such investments shall promptly be deposited therein by the Master Servicer.
The Indenture Trustee in its fiduciary capacity shall not be liable for the amount of loss incurred in
respect of any investment or lack of investment of funds held in the Collection Account or the Note Payment
Account.
SECTION 4.05. The Certificate Distribution Account
The Securities Administrator, for the benefit of the Certificateholders, shall establish and maintain in
the name of the Issuer an account (the "Certificate Distribution Account") entitled "Certificate Distribution
Account, Xxxxx Fargo Bank, N.A., as Securities Administrator, in trust for the holders of the Xxxxxxxxx Mortgage
Securities Trust 2007-3 Ownership Certificates. The Certificate Distribution Account shall be an Eligible
Account. If an existing Certificate Distribution Account ceases to be an Eligible Account, the Securities
Administrator shall establish a new Certificate Distribution Account that is an Eligible Account within 10 days
and transfer all funds and investment property on deposit in such existing Certificate Distribution Account into
such new Certificate Distribution Account.
On each Payment Date, the Securities Administrator shall withdraw from the Note Payment Account all
amounts required to be deposited in the Certificate Distribution Account pursuant to Section 5.01(a)(iv)(P) and
deposit such amounts into the Certificate Distribution Account. On each Payment Date, the Securities
Administrator, on behalf of the Issuer, shall distribute all amounts on deposit in the Certificate Distribution
Account in accordance with the provisions of the Trust Agreement. On the Payment Date on which the aggregate
Class Principal Amount of the Notes is reduced to zero, the Securities Administrator shall distribute all amounts
remaining on deposit in the Certificate Distribution Account in accordance with the provisions of the Trust
Agreement in order to clear and terminate the Certificate Distribution Account in connection with the termination
of this Agreement.
SECTION 4.06. The Reserve Fund; The Group 3 Final Maturity Reserve Account
(a) The Securities Administrator shall establish and maintain in the name of the Securities
Intermediary for the benefit of the Indenture Trustee and the Noteholders the Reserve Fund which shall be an
Eligible Account. If an Existing Reserve Fund ceases to be an Eligible Account, the Securities Administrator
shall establish a new Reserve Fund that is an Eligible Account within 10 days and transfer all funds and
investment property on deposit in the existing Reserve Fund into such new Reserve Fund. Amounts deposited into
the Reserve Fund pursuant to Section 5.01(f)(i) may be invested in Permitted Investments for the benefit of the
Securityholders at the written direction of Xxxxxxxxx to the Securities Administrator (or, if no such written
direction is received, in investments of the type specified in clause (vi) of the definition of Permitted
Investments (which investments shall mature on or before, and shall be held until, the next succeeding Payment
Date). Any risk of loss of moneys resulting from such Permitted Investments shall be borne by, and be the risk
of Xxxxxxxxx and Xxxxxxxxx shall deposit the amount of any such loss in the Reserve Fund within two Business Days
of receipt of notification of such loss from the Securities Administrator, but not later than the Business Day
prior to the next succeeding Payment Date. The Securities Administrator will keep records by Mortgage Loan Group
of the source of deposits made into the Reserve Fund pursuant to Section 5.01(f)(i). Amounts on deposit in the
Reserve Fund will be applied in accordance with Section 5.01(f)(i).
(b) The Securities Administrator shall establish and maintain in the name of the Securities
Intermediary for the benefit of the Indenture Trustee, the Group 3 Noteholders and the Certificateholders an
account (the "Group 3 Final Maturity Reserve Account") which shall be an Eligible Account. If an existing Group
3 Final Maturity Reserve Account ceases to be an Eligible Account, the Securities Administrator shall establish a
new Group 3 Final Maturity Reserve Account that is an Eligible Account within ten (10) days and transfer all
funds and investment property on deposit in such existing Group 3 Final Maturity Reserve Account into such new
Group 3 Final Maturity Reserve Account. The Securities Administrator shall deposit into the Group 3 Final
Maturity Reserve Account the Group 3 Final Maturity Reserve Amount pursuant to Section 5.01(a)(iii)(A) . The
Securities Administrator shall distribute the funds in the Group 3 Final Maturity Reserve Account pursuant to the
priorities set forth in Section 5.01(a) (vi). Amounts on deposit in the Group 3 Final Maturity Reserve Account
may be invested in Permitted Investments by the Securities Administrator for the benefit of the Group 3
Noteholders at the written direction of Xxxxxxxxx (or if no such written instructions are received by the
Securities Administrator from Xxxxxxxxx, in investments of the type specified in clause (vi) of the definition of
Permitted Investments), which investments shall mature on or before, and shall be held until the next succeeding
Payment Date. Any investment earning on such Permitted Investments shall remain on deposit in the Group 3 Final
Maturity Reserve Account and be distributed in accordance with the priorities set forth in Section 5.01(a)(vi).
Any risk of loss of monies resulting from such Permitted Investments shall be borne by, and be the risk of,
Xxxxxxxxx and Xxxxxxxxx shall deposit the amount of any such loss into the Group 3 Final Maturity Reserve Account
within two Business Days of receipt of notification of such loss by the Securities Administrator, but in any
event not later than the Business Day prior to the next Payment Date. Upon the earlier of the termination of the
Trust and July 2037 (the Stated Maturity Date of the Group 3 Notes), any amounts still remaining on deposit in
the Group 3 Final Maturity Reserve Account shall be distributed in accordance with the priorities set forth in
Section 5.01(a) (vi)
SECTION 4.07. The Collateral Account
(a) The Securities Administrator shall establish and maintain in the name of the Securities
Intermediary for the benefit of the Indenture Trustee and the Noteholders one or more accounts (the "Collateral
Account") which shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from,
and shall not be commingled with, any other monies, including, without limitation, other monies of the Trust held
by the Securities Administrator pursuant to this Agreement. If an existing Collateral Account ceases to be an
Eligible Account, the Securities Administrator shall establish a new Collateral Account that is an Eligible
Account within ten (10) days and transfer all funds and investment property on deposit in such existing
Collateral Account into such new Collateral Account. Funds required to be held pursuant to any of the Credit
Support Annexes shall be deposited into the Collateral Account. Funds posted by the Yield Maintenance
Counterparty (or its credit support provider) in the Collateral Account shall be invested in Permitted
Investments as directed by the Yield Maintenance Counterparty (or its credit support provider) and any investment
earnings on such amounts shall be remitted to the Yield Maintenance Counterparty (or its credit support provider)
pursuant to the terms of the related Credit Support Annex. Neither the Securities Administrator nor the Trust
shall have any liability for any losses incurred on such investments. In the absence of written instructions
from the Yield Maintenance Counterparty (or its credit support provider) as to the investment of funds in the
Collateral Account, such funds shall remain uninvested.
(b) On any Payment Date as to which a shortfall exists with respect to a Yield Maintenance Amount
owed by the Yield Maintenance Counterparty as a result of its failure to make payments pursuant to the related
Yield Maintenance Agreement, amounts necessary to cover such shortfall shall be removed from the Collateral
Account and remitted to the Note Payment Account to be applied, together with Available Funds for the related
Payment Date with respect to the related Mortgage Loan Group, in accordance with the priorities set forth in
Section 5.01(a). Upon termination of the Trust, any amounts remaining in the Collateral Account shall be
distributed as required pursuant to the terms of the related Credit Support Annex.
SECTION 4.08. Control of the Trust Accounts
(a) The Depositor, the Issuer and the Indenture Trustee (is hereby directed to and does) hereby appoint
Xxxxx Fargo Bank, N.A., as Securities Intermediary with respect to each of the Trust Accounts, and the Issuer
has, pursuant to the Indenture, granted to the Indenture Trustee, for the benefit of the Noteholders, a security
interest to secure all amounts due Noteholders hereunder in and to the Trust Accounts and the Security
Entitlements to all Financial Assets credited to the Trust Accounts, including without limitation all amounts,
securities, investments, Financial Assets, investment property and other property from time to time deposited in
or credited to the Trust Accounts and all proceeds thereof. Amounts held from time to time in the Trust Accounts
will continue to be held by the Securities Intermediary for the benefit of the Indenture Trustee, as collateral
agent, for the benefit of the Noteholders. Upon the termination of the Issuer or the discharge of the Indenture,
the Securities Administrator on behalf of the Indenture Trustee shall inform the Securities Intermediary of such
termination. By acceptance of their Securities or interests therein, the Securityholders shall be deemed to have
appointed Xxxxx Fargo Bank N.A. as Securities Intermediary. Xxxxx Fargo Bank N.A. hereby accepts such
appointment as Securities Intermediary;
(b) With respect to the Trust Account Property credited to the Trust Accounts, the Securities
Intermediary agrees that:
(i) with respect to any Trust Account Property that is held in deposit accounts, each such
deposit account shall be subject to the exclusive custody and control of the Securities Intermediary,
and the Securities Intermediary shall have sole signature authority with respect thereto;
(ii) all assets in the Trust Accounts are agreed by the Securities Intermediary to be
treated as Financial Assets; and
(iii) any such Trust Account Property that is, or is treated as, a Financial Asset shall be
physically delivered (accompanied by any required endorsements) to, or credited to an account in the
name of, the Securities Intermediary or other eligible institution maintaining any Trust Accounts in
accordance with the Securities Intermediary's customary procedures such that the Securities Intermediary
or such other institution establishes a Security Entitlement in favor of the Indenture Trustee with
respect thereto over which the Securities Intermediary or such other institution has Control,
(c) The Securities Intermediary hereby confirms that (A) each Trust Account is an account to which
Financial Assets are or may be credited, and the Securities Intermediary shall, subject to the terms of this
Agreement, treat the Indenture Trustee, as collateral agent, and the Securities Administrator on behalf of the
Indenture Trustee as entitled to exercise the rights that comprise any Financial Asset credited to any Trust
Account, (B) all Trust Account Property in respect of any Trust Account will be promptly credited by the
Securities Intermediary to the applicable account, and (C) all securities or other property underlying any
Financial Assets credited to any Trust Account shall be registered in the name of the Securities Intermediary,
endorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the
name of the Securities Intermediary and in no case will any Financial Asset credited to any Trust Account be
registered in the name of the Issuer, payable to the order of the Issuer or specially endorsed to the Issuer,
except to the extent the foregoing have been specially endorsed to the Securities Intermediary or in blank.
(d) The Securities Intermediary hereby agrees that each item of property (whether investment property,
Financial Asset, security, instrument or cash) credited to any Trust Account shall be treated as a Financial
Asset.
(e) If at any time the Securities Intermediary shall receive an Entitlement Order from the Indenture
Trustee or from the Securities Administrator on its behalf directing transfer or redemption of any Financial
Asset relating to any Trust Account, the Securities Intermediary shall comply with such Entitlement Order without
further consent by the Issuer, the Securities Administrator or any other Person. If at any time the Indenture
Trustee or Securities Administrator on its behalf notifies the Securities Intermediary in writing that the Issuer
has been terminated or the Indenture discharged in accordance herewith and with the Trust Agreement or the
Indenture, as applicable, and the security interest granted pursuant to the Indenture has been released, then
thereafter if the Securities Intermediary shall receive any order from the Issuer directing transfer or
redemption of any Financial Asset relating to any Trust Account, the Securities Intermediary shall comply with
such Entitlement Order without further consent by the Indenture Trustee or any other Person.
(f) In the event that the Securities Intermediary has or subsequently obtains by agreement, operation
of law or otherwise a security interest in any Trust Account or any Financial Asset credited thereto, the
Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interest
of the Indenture Trustee. The Financial Assets credited to the Trust Accounts will not be subject to deduction,
set-off, banker's lien, or any other right in favor of any Person other than the Indenture Trustee (except that
the Securities Intermediary may set-off the face amount of any checks which have been credited to any Trust
Account but are subsequently returned unpaid because of uncollected or insufficient funds).
(g) There are no other agreements entered into between the Securities Intermediary in such capacity and
the Depositor or the Issuer with respect to any Trust Account. In the event of any conflict between this
Agreement (or any provision of this Agreement) and any other agreement now existing or hereafter entered into,
the terms of this Agreement shall prevail.
(h) The rights and powers granted under the Indenture and herein to the Indenture Trustee and the
Securities Administrator on behalf of the Indenture Trustee have been granted in order to perfect its security
interest in the Trust Accounts and the Security Entitlements to the Financial Assets credited thereto, and are
powers coupled with an interest and will neither be affected by the bankruptcy of the Issuer nor by the lapse of
time. The obligations of the Securities Intermediary hereunder shall continue in effect until the security
interest of the Indenture Trustee in the Trust Accounts, and in such Security Entitlements, has been terminated
pursuant to the terms of this Agreement and the Securities Administrator on behalf of the Indenture Trustee has
notified the Securities Intermediary of such termination in writing.
(i) Notwithstanding anything else contained herein, the Issuer agrees that the Trust Accounts will be
established only with the Securities Intermediary or another institution meeting the requirements of this
Section, which by acceptance of its appointment as Securities Intermediary agrees substantially as follows: (1)
it will comply with Entitlement Orders related to the Trust Accounts issued by the Indenture Trustee, as
collateral agent, or the Securities Administrator acting on its behalf, without further consent by the Issuer;
(2) until termination of the Issuer or discharge of the Indenture, it will not enter into any other agreement
related to such accounts pursuant to which it agrees to comply with Entitlement Orders of any Person other than
the Indenture Trustee, as collateral agent with respect to the Trust Accounts or the Securities Administrator
acting on its behalf; and (3) all assets delivered or credited to it in connection with such Trust Accounts and
all investments thereof will be promptly credited to the applicable account.
(j) Notwithstanding the foregoing, the Issuer shall have the power to instruct the Indenture Trustee
and the Securities Administrator, as applicable, to make withdrawals and distributions from the Trust Accounts
for the purpose of permitting the Indenture Trustee and the Securities Administrator, as applicable, to carry out
its duties under the Indenture.
(k) The Issuer agrees to take or cause to be taken such further actions, to execute, deliver and file
or cause to be executed, delivered and filed such further documents and instruments (including, without
limitation, any financing statements under the Uniform Commercial Code or this Agreement) as may be necessary to
perfect the interests created by this Section in favor of the Indenture Trustee and otherwise fully to effectuate
the purposes, terms and conditions of this Section. The Issuer shall promptly execute and deliver to the
Securities Administrator for filing any financing statements, amendments, continuation statements, assignments,
certificates and other documents with respect to such interests and perform all such other acts as may be
necessary in order to perfect or to maintain the perfection of the Indenture Trustee's security interest in the
Trust Account Property.
In connection with the transactions contemplated by the Operative Agreements relating to the Trust
Account Property, the Issuer authorizes the Securities Administrator on behalf of the Indenture Trustee, to file
in any filing office any initial financing statements, any amendments to financing statements, any continuation
statements, or any other statements or filings described in this Section 5.09.
None of the Securities Intermediary or any director, officer, employee or agent of the Securities
Intermediary shall be under any liability to the Indenture Trustee or the Noteholders or any other person or for
any action taken, or not taken, in good faith pursuant to this Agreement, or for errors in judgment; provided,
however, that this provision shall not protect the Securities Intermediary against any liability to the Indenture
Trustee, the Issuer or the Noteholders which would otherwise be imposed by reason of the Securities
Intermediary's willful misconduct, bad faith or negligence in the performance of its obligations or duties
hereunder. The Securities Intermediary and any director, officer, employee or agent of the Securities
Intermediary may rely in good faith on any document of any kind which, prima facie, is properly executed and
submitted by any Person respecting any matters arising hereunder. The Securities Intermediary shall be under no
duty to inquire into or investigate the validity, accuracy or content of such document. The Issuer shall
indemnify the Securities Intermediary for and hold it harmless against any loss, liability or expense arising out
of or in connection with this Agreement and carrying out its duties hereunder, including the costs and expenses
of defending itself against any claim of liability, except in those cases where the Securities Intermediary has
been guilty of bad faith, negligence or willful misconduct. The foregoing indemnification shall survive any
termination of this Agreement or the resignation or removal of the Securities Intermediary.
The Securities Intermediary shall be entitled to all of the protections, immunities, benefits and
indemnities afforded to the Indenture Trustee under Articles VII and VIII of the Indenture.
ARTICLE V
FLOW OF FUNDS
SECTION 5.01. Payments.
(a) On each Payment Date, the Securities Administrator shall withdraw funds on deposit in the Note
Payment Account to the extent of Available Funds for each Mortgage Loan Group for such Payment Date and, based on
the Payment Date Statement, make the following disbursements and transfers in the following order of priority:
(i) from the Available Funds for Mortgage Loan Group 1 and amounts received from the Group 1
Yield Maintenance Agreement the following shall be paid on each Payment Date in the following order of
priority to the Holders of the Class 1A-1 and Class 1A-2 Notes:
(A) Current Interest on the Class 1A-1 and Class 1A-2 Notes for such date, pro
rata (based on the amount of Current Interest to which each such Class is
entitled); and
(B) principal in an amount up to the Senior Principal Distribution Amount for
Mortgage Loan Group 1 for that Payment Date, to the Holders of the Class 1A-1
and Class 1A-2 Notes, pro rata, in proportion to their respective Class
Principal Amounts, until the Class Principal Amount of each such Class is
reduced to zero;
(ii)from the Available Funds for Mortgage Loan Group 2 and amounts received under the Group 2
Yield Maintenance Agreement the following shall be paid on each Payment Date in the following order of
priority to the Holders of the Class 2A-1 and Class 2-A2 Notes:
(A) Current Interest on the Class 2A-1 and Class 2-A2 Notes, pro rata (based on
the amount of Current Interest to which each such Class is entitled); and
(B) principal in an amount up to the Senior Principal Distribution Amount for
Mortgage Loan Group 2 for that Payment Date, to the Holders of the Class 2A-1
and Class 2-A2 Notes, pro rata, in proportion to their respective Class
Principal Amounts, until the Class Principal Amount of each such Class is
reduced to zero;
(iii) from the Available Funds for Mortgage Loan Group 3 and amounts received under the
Group 3 Yield Maintenance Agreement the following shall be paid on each Payment Date in the following order
of priority to the Holders of the Class 3A-1 and Class 3A-2 Notes:
(A) beginning with the Payment Date in July 2017 and each Payment Date thereafter,
to the Group 3 Final Maturity Reserve Account, the Group 3 Final Maturity
Reserve Amount;
(B) Current Interest on the Class 3A-1 and Class 3A-2 Notes, pro rata (based on
the amount of Current Interest to which each such Class is entitled); and
(C) principal in an amount up to the Senior Principal Distribution Amount for
Mortgage Loan Group 3 for that Payment Date, to the Holders of the Class 3A-1
and Class 3A-2 Notes, pro rata, in proportion to their respective Class
Principal Amounts, until the Class Principal Amount of each such Class is
reduced to zero;
(iv)from the Available Funds for Mortgage Loan Group 4 and amounts received under the Group 4
Yield Maintenance Agreement the following shall be paid on each Payment Date in the following order of
priority to the Holders of the Class 4A-1, Class 4A-2, Class 4A-3 and Class 4A-4 Notes:
(A) Current Interest on the Class 4A-1, Class 4A-2, Class 4A-3 and Class 4A-4
Notes, pro rata (based on the amount of Current Interest to which each such
Class is entitled); and
(B) principal in an amount up to the Senior Principal Distribution Amount for
Mortgage Loan Group 4 for that Payment Date, to the Holders of the Class 4A-1,
Class 4A-2, Class 4A-3 and Class 4A-4 Notes, pro rata, in proportion to their
respective Class Principal Amounts, until the Class Principal Amount of each
such Class is reduced to zero;
(v) from amounts remaining after giving effect to the payments specified in subsections (i)
through (iv) above, the following amounts shall be paid to the Securityholders in the following order of
priority:
(A) to the Holders of the Class A-X Notes, Current Interest for that date;
(B) to the Holders of the Class B-1 Notes, Current Interest for that date;
(C) to the Holders of the Class B-1 Notes, an amount allocable to principal equal
to its Pro Rata Share for such Payment Date until the Class Principal Amount
of such Class is reduced to zero;
(D) to the Holders of the Class B-2 Notes, Current Interest for that date;
(E) to the Holders of the Class B-2 Notes, an amount allocable to principal equal
to its Pro Rata Share for such Payment Date until the Class Principal Amount
of such Class is reduced to zero;
(F) to the Holders of the Class B-3 Notes, Current Interest for that date;
(G) to the Holders of the Class B-3 Notes, an amount allocable to principal equal
to its Pro Rata Share for such Payment Date until the Class Principal Amount
of such Class is reduced to zero;
(H) to the Holders of the Class B-4 Notes, Current Interest for that date;
(I) to the Holders of the Class B-4 Notes, an amount allocable to principal equal
to its Pro Rata Share for such Payment Date until the Class Principal Amount
of such Class is reduced to zero;
(J) to the Holders of the Class B-5 Notes Current Interest for that date;
(K) to the Holders of the Class B-5 Notes, an amount allocable to principal equal
to its Pro Rata Share for such Payment Date until the Class Principal Amount
of such Class is reduced to zero;
(L) to the Holders of the Class B-6 Notes, Current Interest for that date;
(M) to the Holders of the Class B-6 Notes, an amount allocable to principal equal
to its Pro Rata Share for such Payment Date until the Class Principal Amount
of such Class is reduced to zero;
(N) to the Holders of the Offered Notes, on a pro rata basis (based on the Class A
Available Funds Cap Shortfalls to which each such Class is entitled), any
Class A Available Funds Shortfalls with respect to each such Class;
(O) to the Holders of the Offered Notes, on a pro rata basis (based on the Class A
Deferred Amounts to which each such Class is entitled), the Class A Deferred
Amounts with respect to each such Class; and
(P) to the Securities Administrator for deposit into the Certificate Distribution
Account for distribution to Certificateholders in accordance with the Trust
Agreement, any Available Funds then remaining,
(vi)On the earlier of the Payment Date in July 2037 and the termination of the Trust, the
Securities Administrator shall distribute all funds on deposit in the Group 3 Final Maturity Reserve Account
(including any investment earnings on deposit therein) in the following order of priority:
(A) to the Group 3 Notes, concurrently, in proportion to their respective
outstanding Class Principal Amounts, after giving effect to all principal
distributions made on such Payment Date pursuant to Section 5.01(a)(iii)(C)
hereof, in reduction of their respective Class Principal Amounts, until the
Class Principal Amount of each such Class has been reduced to zero;
(B) to the Group 3 Notes, to pay any Current Interest for each such Class, to the
extent unpaid, in the manner and in accordance with the priorities set forth
in Section 5.01(a)(iiii)(B);
(C) to the Group 3 Notes, to pay any Class A Available Funds Cap Shortfalls for
each such Class, to the extent unpaid, in the manner and in accordance with
the priorities set forth in Section 5.01(a) (v) (N);
(D) to the Group 3 Notes, to pay any Class A Deferred Amounts for each such
Class, to the extent unpaid, in the manner and in accordance with the
priorities set forth in Section 5.01(a)(v)(O); and
(E) any remaining amounts in the Group 3 Final Maturity Reserve Account after
making the payments set forth in clauses (A) through (D) above shall be
distributed to the Securities Administrator for deposit into the Certificate
Distribution Account for distribution to the Certificateholders in accordance
with the provisions of the Trust Agreement.
(b) Amounts to be paid to the Holders of a Class of Notes shall be payable with respect to all Notes of
that Class, pro rata, based on the Note Principal Amount or Note Notional Amount, as applicable, of each Note of
that Class.
(c) [Reserved].
(d) [Reserved].
(e) Notwithstanding the priority and allocation set forth in Section 5.01(a)(v) above, if with respect
to any Class of Subordinate Notes on any Payment Date the sum of the related Class Subordination Percentages of
all Classes of Subordinate Notes which have a higher numerical Class designation than such Class (the "Applicable
Credit Support Percentage") is less than the Original Applicable Credit Support Percentage for such Class, no
payment of Principal Prepayments or Subsequent Recoveries will be made to any such Classes (the "Restricted
Classes") and the amount of such Principal Prepayment otherwise distributable to the Restricted Classes shall be
distributed to the remaining Classes of Subordinate Notes, pro rata, based on the Class Principal Amounts of the
respective Classes immediately prior to such Payment Date and shall be distributed in the sequential order
provided in Section 5.01(a)(v) above.
(f) (i) Notwithstanding the priority and allocation set forth in Section 5.01(a)(i) through (v) above,
on each Payment Date prior to the Senior Credit Support Depletion Date but after the date on which the aggregate
Class Principal Amount of the Offered Notes related to a Mortgage Loan Group has been reduced to zero, if either
(i) the Aggregate Subordinate Percentage on that Payment Date is less than 200% of the Aggregate Subordinate
Percentage as of the Closing Date or (ii) the outstanding principal balance of all Mortgage Loans delinquent 60
days or more (including Mortgage Loans in foreclosure and REO Property) averaged over the prior six months, as a
percentage of the aggregate Class Principal Amount of the Subordinate Notes, is greater than or equal to 50%,
100% of the amounts payable to the Subordinate Notes (as provided under clauses (2) and (3) of the definition of
Subordinate Principal Distribution Amount with respect to the Mortgage Loans in the Mortgage Loan Group related
to such retired Class of Offered Notes) otherwise distributable to each Class of Subordinate Notes pursuant to
Section 5.01(a)(v), in reverse order of priority, shall instead be deposited into the Reserve Fund. Amounts on
deposit in the Reserve Fund (including all net investment earnings from amounts invested in Permitted
Investments) will be applied on future Payment Dates to make principal payments on the Offered Notes related to
an Undercollateralized Group in the same amounts and manner described in subsection (f)(ii) of this Section
5.01. If any amounts remain in the Reserve Fund after the Class Principal Amounts of all of the Offered Notes
have been reduced to zero, such amounts shall be allocated to the Subordinate Notes in the same priorities that
the Subordinate Principal Distribution Amount is distributed to such Classes pursuant to Section 5.01(a)(v)
above; provided, however, if after making such payments, the aggregate Class Principal Amount of the Subordinate
Notes exceeds the Pool Balance, the Class Principal Amount of the Subordinate Notes will be reduced by the amount
of such excess in inverse order of priority (i.e., beginning with the Class of Subordinate Notes then outstanding
with the highest numerical Class designation) in accordance with Section 5.03(c).
(ii) On any Payment Date on which any of the Group 1 Notes, Group 2 Notes, Group 3 Notes or
Group 4 Notes constitutes an Undercollateralized Group (or Groups), all amounts otherwise distributable
as principal on the Subordinate Notes, in reverse order of priority (or, following the Senior Credit
Support Depletion Date, such other amounts described in the immediately following sentence), will be
paid as principal to the Offered Notes of such Undercollateralized Group pursuant to Section 5.01(a)
first, up to the Principal Deficiency Amount for the Undercollateralized Group (such distribution, an
"Undercollateralization Payment") and second, to pay to the Subordinate Notes and the Ownership
Certificates in the same order and priority as provided in Section 5.01(a)(v). In the event that any of
the Group 1 Notes, Group 2 Notes, Group 3 Notes or Group 4 Notes constitutes an Undercollateralized
Group (or Groups) on any Payment Date following the Senior Credit Support Depletion Date, an
Undercollateralization Payment will be made from the excess of the Available Funds from the
Overcollateralized Group (or Groups) remaining after all required amounts have been paid to the related
Class or Classes of Offered Notes of such Overcollateralized Group. In the event there are two
Undercollateralized Groups, any amounts paid from the Overcollateralized Group will be allocated in
proportion to the amount of undercollateralization for each such Undercollateralized Group. All such
payments shall be made in accordance with the priorities set forth in Section 5.01(a) above.
(g) [Reserved]
(h) [Reserved].
SECTION 5.02. [Reserved].
SECTION 5.03. Allocation of Realized Losses.
(a) On or prior to each Determination Date, the Securities Administrator shall aggregate the loan-level
information provided by the Master Servicer with respect to the total amount of Realized Losses, if any, with
respect to the Mortgage Loans in each Mortgage Loan Group for the related Payment Date and include such
information in the Payment Date Statement.
(b) Realized Losses with respect to each Mortgage Loan Group shall be allocated on any Payment Date as
follows:
first, to the Subordinate Notes in reverse order of their respective numerical Class
designations (beginning with the Class of Subordinate Notes with the highest numerical Class
designation) until the Class Principal Amount of each such Class is reduced to zero; and
second, but only to the extent that any Realized Losses remaining after the allocations in
clause first exceeds amounts then on deposit in the Reserve Fund for such Payment Date,
(A) with respect to Mortgage Loan Group 1, to the Class 1A-1 Notes and the Class
1A-2 Notes, until the Class Principal Amount of such Class is reduced to zero; provided,
however, the amounts of any Realized Losses to be so allocated to the Class 1A-1 Notes shall
instead be allocated to the Class 1A-2 Notes until the Class Principal Amount of the Class 2A-2
Notes has been reduced to zero;
(B) with respect to Mortgage Loan Group 2, to the Class 2A-1 Notes and Class 2A-2
Notes, pro rata, until the Class Principal Amount of each such Class is reduced to zero;
provided, however, the amount of any Realized Losses to be so allocated to the Class 2A-1 Notes
shall instead be allocated to the Class 2A-2 Notes until the Class Principal Amount of the
Class A-2B Notes has been reduced to zero;
(C) with respect to Mortgage Loan Group 3, to the Class 3A-1 Notes and Class 3A-2
Notes, pro rata, until the Class Principal Amount of each such Class is reduced to zero;
provided, however, the amount of any Realized Losses to be so allocated to the Class 3A-1
Notes, shall instead be allocated to the Class 3A-2 Notes until the Class Principal Amount of
the Class 3A-2 Notes has been reduced to zero; and
(D) with respect to Mortgage Loan Group 4, to the Class 4A-1 Notes, Class 4A-2
Notes, Class 4A-3 Notes and Class 4A-4 Notes, pro rata, until the Class Principal Amount of
each such Class is reduced to zero; provided, however, the amount of any Realized Losses to be
so allocated to the Class 4A-1 Notes, shall instead be allocated to the Class 4A-2 Notes until
the Class 4A-2 Notes has been reduced to zero and the amount of any Realized Losses to be so
allocated to the Class 4A-3 Notes shall instead be allocated to the Class 4A-4 Notes until the
Class Principal Amount of the Class 4A-4 Notes has been reduced to zero.
(c) The Class Principal Amount of the Class of Subordinate Notes then outstanding with the highest
numerical Class designation shall be reduced on each Payment Date by the amount, if any, by which the aggregate
of the Class Principal Amounts of all outstanding Classes of Notes (after giving effect to the payments of
principal and the allocation of Realized Losses on such Payment Date) exceeds the aggregate of the sum of (i) the
Scheduled Principal Balances of all the Mortgage Loans for the following Payment Date and (ii) amounts then on
deposit in the Reserve Fund.
(d) Any Realized Loss allocated to a Class of Notes or any reduction in the Class Principal Amount of a
Class of Notes pursuant to Section 5.03(b) or (c) shall be allocated among the Notes of such Class, pro rata, in
proportion to their respective Note Principal Amounts.
(e) Any allocation of Realized Losses to a Note or any reduction in the Note Principal Amount of a Note
pursuant to Section 5.03(b) or (c) shall be accomplished by reducing the Note Principal Amount thereof
immediately following the payments made on the related Payment Date in accordance with the definition of "Note
Principal Amount."
SECTION 5.04. Statements.
(a) Two Business Days prior to the applicable Auction Payment Date, the Securities Administrator shall
make available to the Auction Administrator, and concurrently with each payment to Noteholders, the Securities
Administrator shall make available to each Noteholder, the Seller, the Initial Seller, the Master Servicer, the
Indenture Trustee, the Yield Maintenance Counterparty and the Rating Agencies, a statement based, as applicable,
on loan-level information provided to it by the Master Servicer and the Servicers (the "Payment Date Statement")
as to the payments to be made or made, as applicable, on such Payment Date. Information in the Payment Date
Statement relating to or based on amounts to be received under the Yield Maintenance Agreements shall be based on
information provided by the Yield Maintenance Counterparty regarding any Yield Maintenance Amounts required to be
paid by the Yield Maintenance Counterparty for the related Payment Date pursuant to the Yield Maintenance
Agreements. The Payment Date Statement shall include the following:
(i) the amount of the payment made on such Payment Date to the Holders of each Class of Notes
allocable to principal;
(ii)the amount of the payment made on such Payment Date to the Holders of each Class of Notes
allocable to interest;
(iii) the Senior Percentage, Senior Prepayment Percentage, Subordinate Percentage and
Subordinate Prepayment Percentage with respect to each Mortgage Loan Group for the following Payment Date;
(iv)the aggregate amount of Advances for the related Due Period and the amount of unreimbursed
Advances;
(v) each Mortgage Loan Group Balance and related Available Funds Cap for each Mortgage Loan
Group at the Close of Business at the end of the related Due Period;
(vi)the aggregate Principal Balance of the 1-Year CMT Indexed Mortgage Loans and 3-Year CMT
Indexed Mortgage Loans at the Close of Business at the end of the related Due Period;
(vii) the aggregate Principal Balance of the 6-Month LIBOR Indexed Mortgage Loans, 1-Month
LIBOR Indexed Mortgage Loans and 1-Year LIBOR Indexed Mortgage Loans at the Close of Business at the end of
the related Due Period;
(viii) the aggregate Principal Balance of the 1-Year MTA Indexed Mortgage Loans at the Close
of Business at the end of the related Due Period;
(ix)the amount of the Master Servicing Fees paid to or retained by the Master Servicer;
(x) the aggregate amount of Servicer Fees paid to or retained by the Servicers;
(xi)to the extent such amounts are paid out of any Trust Account, the amount of fees, expenses
or indemnification amounts paid by the Issuer with an identification of the general purpose of such amounts
and the party receiving such amounts;
(xii) for each Mortgage Loan Group, the number, weighted average remaining term to maturity,
weighted average life and weighted average Mortgage Rate of the related Mortgage Loans as of the related Due
Date;
(xiii) the number and aggregate unpaid principal balance of Mortgage Loans, in the aggregate
and for each Mortgage Loan Group, using the "MBA" method (a) 30 to 59 days Delinquent, (b) 60 to 89 days
Delinquent, (c) 90 or more days Delinquent, (d) as to which foreclosure proceedings have been commenced and
(e) in bankruptcy, in each case as of the close of business on the last day of the preceding calendar month;
(xiv) the rolling six-month delinquency rate for that Payment Date;
(xv)the total number and cumulative principal balance of all REO Properties in each Mortgage
Loan Group as of the Close of Business of the last day of the preceding Due Period;
(xvi) the aggregate amount of Principal Prepayments and Prepayment Penalty Amounts with
respect to each Mortgage Loan Group made during the related Prepayment Period;
(xvii) the aggregate amount of Realized Losses for each Mortgage Loan Group and Subsequent
Recoveries incurred during the related Due Period and the cumulative amount of Realized Losses and
Subsequent Recoveries as of such Payment Date;
(xviii) the cumulative amount of Realized Losses for each Mortgage Loan Group;
(xix) the Realized Losses and Subsequent Recoveries, if any, allocated to each Class of
Notes on the related Payment Date;
(xx)the Class Principal Amount of each Class of Notes after giving effect to any distributions
made thereon, on such Payment Date;
(xxi) the Current Interest in respect of each Class of Notes, for such Payment Date and the
respective portions thereof, if any, remaining unpaid following the payments made in respect of such Notes
on such Payment Date;
(xxii) the amount of Deferred Interest and Net Deferred Interest with respect to the Group 1
Notes;
(xxiii) the Available Funds with respect to each Mortgage Loan Group;
(xxiv) the Note Interest Rate for each Class of Notes for such Payment Date and the level of
One-Month LIBOR or One-Year LIBOR, as applicable, used to determine the applicable Note Interest Rate;
(xxv) the aggregate Principal Balance of Mortgage Loans purchased hereunder by the Initial
Seller, the Seller or TMI during the related Due Period, and indicating the Section of this Agreement
requiring or allowing the purchase of each such Mortgage Loan;
(xxvi) the amount of any Principal Deficiency Amounts or accrued interest amounts paid to an
Undercollateralized Group or amounts paid pursuant to Section 5.01(f)(i);
(xxvii) (A) the amounts paid to each Class of Offered Notes from Yield Maintenance Amounts
received from the Yield Maintenance Counterparty for such period, expressed as a dollar amount and (B) the
Yield Maintenance Amount and applicable Strike Rate for each Yield Maintenance Agreement for such Payment
Date;
(xxviii) on the applicable Auction Payment Date, the Par Price (as defined in the Auction
Administration Agreement) for each Class of Auction Notes as reported to the Master Servicer by the
Securities Administrator;
(xxix) the total number of Mortgage Loans in the aggregate and the aggregate Scheduled
Principal Balance in the aggregate and separately for the Group 1 Mortgage Loans, the Group 2 Mortgage
Loans, the Group 3 Mortgage Loans and the Group 4 Mortgage Loans, in each case at the close of business at
the end of the related Due Period;
(xxx) the amount, if any, remaining on deposit in the Reserve Fund; and
(xxxi) the amount, if any, remaining on deposit in the Group 3 Final Maturity Reserve Account.
The Securities Administrator will make the Payment Date Statement (and, at its option, any additional
files containing the same information in an alternative format) available each month to Securityholders and the
other parties to this Agreement via the Securities Administrator's internet website. The Securities
Administrator's internet website shall initially be located at "xxx.xxxxxxx.xxx." Assistance in using the
website can be obtained by calling the Securities Administrator's customer service desk at 1-866-846-4526.
Parties that are unable to use the above distribution option are entitled to have a paper copy mailed to them via
first class mail by calling the 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.
In the case of information furnished pursuant to subclauses (i) and (ii) above, the amounts shall be
expressed in a separate section of the report as a dollar amount for each Class for each $1,000 original dollar
amount as of the Cut-Off Date.
(b) Within a reasonable period of time after the end of each calendar year, the Securities
Administrator shall, upon written request, furnish to each Person who at any time during the calendar year was a
Noteholder, if requested in writing by such Person, such information as is reasonably necessary to provide to
such Person a statement containing the information set forth in subclauses (i) and (ii) above, aggregated for
such calendar year or applicable portion thereof during which such Person was a Noteholder and such other
customary information which a Securityholder reasonably requests to prepare its tax returns. Such obligation of
the Securities Administrator shall be deemed to have been satisfied to the extent that substantially comparable
information shall be prepared and furnished by the Securities Administrator to Securityholders pursuant to any
requirements of the Code as are in force from time to time.
(c) On each Payment Date, the Securities Administrator shall supply an electronic tape to Bloomberg
Financial Markets, Inc. in a format acceptable to Bloomberg Financial Markets, Inc. on a monthly basis, and shall
supply an electronic tape to Loan Performance and Intex Solutions in a format acceptable to Loan Performance and
Intex Solutions on a monthly basis.
SECTION 5.05. Remittance Reports; Advances.
(a) No later than the second Business Day following each Determination Date, the Master Servicer shall
deliver to the Securities Administrator by telecopy or electronic mail (or by such other means as the Master
Servicer and the Securities Administrator may agree from time to time) the Remittance Report with respect to the
related Payment Date. Not later than the Close of Business New York time three Business Days prior to the related
Payment Date, the Master Servicer shall deliver or cause to be delivered to the Securities Administrator in
addition to the information provided on the Remittance Report, such other loan-level information reasonably
available to it with respect to the Mortgage Loans as the Securities Administrator may reasonably require to
perform the calculations necessary to make the payments contemplated by Section 5.01.
(b) If the Monthly Payment on a Mortgage Loan that was due on a related Due Date and is delinquent,
other than as a result of application of the Relief Act or similar state or local law, and for which the related
Servicer was required to make an advance pursuant to the related Servicing Agreement exceeds the amount deposited
in the Collection Account which will be used for an advance with respect to such Mortgage Loan, the Master
Servicer will deposit in the Collection Account not later than the Business Day immediately preceding the related
Payment Date an amount equal to such deficiency, net of the Servicing Fee and the Master Servicing Fee, for such
Mortgage Loan except to the extent the Master Servicer determines any such Advance to be Nonrecoverable from
Liquidation Proceeds, Insurance Proceeds or future payments on the Mortgage Loan for which such Advance was
made. Subject to the foregoing, the Master Servicer shall continue to make such Advances through the date that
the related Servicer is required to do so under its Servicing Agreement. If applicable, on the Business Day
immediately preceding the related Payment Date, the Master Servicer shall present an Officer's Certificate to the
Securities Administrator and the Indenture Trustee (i) stating that the Master Servicer elects not to make a
Advance in a stated amount and (ii) detailing the reason it deems the advance to be Nonrecoverable.
SECTION 5.06. Compensating Interest Payments.
The amount of the Master Servicing Fee payable to the Master Servicer in respect of any Payment Date
shall be reduced (but not below zero) by the amount of any Compensating Interest Payment for such Payment Date,
but only to the extent that Interest Shortfalls relating to such Payment Date are required to be paid but are not
actually paid by the related Servicers on the applicable Servicer Remittance Date. Such amount shall not be
treated as an Advance and shall not be reimbursable to the Master Servicer.
SECTION 5.07. [Reserved].
SECTION 5.08. [Reserved].
SECTION 5.09. Yield Maintenance Amounts.
(a) The Securities Administrator is hereby directed by the Depositor to execute and deliver the Yield
Maintenance Agreements on behalf of the Issuer, for the benefit of the Group 1 Notes (the "Group 1 Yield
Maintenance Agreement"), the Group 2 Notes (the "Group 2 Yield Maintenance Agreement"), the Group 3 Notes (the
"Group 3 Yield Maintenance Agreement") and for the benefit of the Group 4 Notes (the "Group 4 Yield Maintenance
Agreement"), in the forms presented to it by the Depositor and shall have no responsibility for the contents,
adequacy or sufficiency of the Yield Maintenance Agreements, including, without limitation, the representations
and warranties contained therein. Each Holder of an Offered Note is deemed, by acceptance of such Note, to
authorize the Securities Administrator to execute and deliver the Yield Maintenance Agreements.
(b) Pursuant to each Yield Maintenance Agreement, the Yield Maintenance Counterparty shall have
provided the Securities Administrator, the Indenture Trustee and the Master Servicer with notice of the Yield
Maintenance Amount, if any, to be paid by the Yield Maintenance Counterparty to the Securities Administrator for
the account of the Issuer pursuant to such Yield Maintenance Agreement for each Payment Date. Any Yield
Maintenance Amount received by the Securities Administrator pursuant to any Yield Maintenance Agreement in
connection with each such Payment Date shall be deposited into the Note Payment Account and shall be applied on
each Payment Date, together with Available Funds for such date with respect to each Mortgage Loan Group, in
accordance with the priorities set forth in Section 5.01(a).
SECTION 5.10. Subsequent Recoveries.
(a) The Class Principal Amount of any Class of Notes to which a Realized Loss has been allocated
(including any such Class for which the related Class Principal Amount has been reduced to zero) will be
increased up to the amount of Subsequent Recoveries for such Payment Date as follows:
(i) first, to increase the Class Principal Amount of each such Class of Offered Notes of
the related Mortgage Loan Group, pro rata, up to the amount of Realized Losses previously allocated to
reduce the Class Principal Amount for each such Class, and
(ii)second, to increase the Class Principal Amount of each such Class of Subordinate Notes,
in order of seniority, up to the amount of Realized Losses previously allocated to reduce the Class
Principal Amount for each such Class.
(b) Any increase to the Class Principal Amount of a Class of Notes shall increase the Note Principal
Amount of each Note of the related Class pro rata in accordance with the applicable Percentage Interest.
ARTICLE VI
[Reserved]
ARTICLE VII
DEFAULT
SECTION 7.01. Event of Default.
(a) If any one of the following events (each, an "Event of Default") shall occur and be continuing:
(i) the failure by the Master Servicer to (A) make any Advance on the Business Day immediately
preceding the related Payment Date or (B) to deposit in the Collection Account any deposit required to be
made under the terms of this Agreement, and in either case 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, if applicable, such shorter time period as is
provided in the penultimate sentence of Section 7.01(c)); or
(ii)the failure by the Master Servicer duly to observe or perform, in any material respect, any
other covenants, obligations or agreements of the Master Servicer as set forth in this Agreement, which
failure continues unremedied for a period of 60 days, in each case after the date (A) on which written
notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by
the Indenture Trustee or to the Master Servicer and the Indenture Trustee by Noteholders evidencing at least
25% of the Voting Rights or (B) on which a Servicing Officer of the Master Servicer has actual knowledge of
such failure (or, in the case of a breach of its obligation beyond any applicable cure period to provide an
assessment of compliance, an attestation report or a Xxxxxxxx-Xxxxx Certification pursuant to Sections 3.16
and 3.18, respectively); or
(iii) the entry against the Master Servicer of a decree or order by a court or agency or
supervisory authority having jurisdiction in the premises for the appointment of a trustee, conservator,
receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling
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 unstayed and in effect for a period of 60 days; or
(iv)the Master Servicer shall voluntarily go into liquidation, consent to the appointment of a
conservator or receiver or liquidator or similar person in any insolvency, readjustment of debt, marshalling
of assets and liabilities or similar proceedings of or relating to the Master Servicer or of or relating to
all or substantially all of its property; or a decree or order of a court or agency or supervisory authority
having jurisdiction in the premises for the appointment of a conservator, receiver, liquidator or similar
person in any insolvency, 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 Master
Servicer and such decree or order shall have remained in force undischarged, unbonded or unstayed for a
period of 60 days; or the Master 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;
(b) then, and in each and every such case, so long as an Event of Default shall not have been remedied
within the applicable grace period, the Indenture Trustee shall, at the written direction of the Majority
Securityholders, or at its option may, with the consent of Xxxxxxxxx (not to be unreasonably withheld), by notice
then given in writing to the Master Servicer, terminate all of the rights and obligations of the Master Servicer
as master servicer under this Agreement. Any such notice to the Master Servicer shall also be given to each
Rating Agency, the Depositor, the Owner Trustee and the Sellers. On or after the receipt by the Master Servicer
(and by the Indenture Trustee if such notice is given by the Holders) of such written notice, all authority and
power of the Master Servicer under this Agreement, whether with respect to the Notes or the Mortgage Loans or
otherwise, shall pass to and be vested in the Indenture Trustee and the Indenture Trustee 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 of each
Mortgage Loan and related documents or otherwise. The Master Servicer agrees to cooperate with the Indenture
Trustee in effecting the termination of the responsibilities and rights of the Master Servicer hereunder,
including, without limitation, the delivery to the Indenture Trustee of all documents and records requested by it
to enable it to assume the Master Servicer's functions under this Agreement within ten Business Days subsequent
to such notice and the transfer within one Business Day subsequent to such notice to the Indenture Trustee for
the administration by it of all cash amounts that shall at the time be held by the Master Servicer and to be
deposited by it in the Collection Account, any REO Account or any Servicing Account or that have been deposited
by the Master Servicer in such accounts or thereafter received by the Master Servicer with respect to the
Mortgage Loans or any REO Property received by the Master Servicer. All reasonable costs and expenses (including
attorneys' fees) incurred in connection with transferring the Master Servicer's duties and the Mortgage Files to
the successor Master Servicer and amending this Agreement to reflect such succession as Master Servicer pursuant
to this Section shall be paid by the predecessor Master Servicer (or if the predecessor Master Servicer is the
Indenture Trustee, the initial Master Servicer) upon presentation of reasonable documentation of such costs and
expenses. The termination of the rights and obligations of the Master Servicer shall not affect any liability it
may have incurred prior to such termination. To the extent that such costs and expenses of the Indenture Trustee
are not fully and timely reimbursed by the predecessor Master Servicer, the Indenture Trustee shall be entitled
to reimbursement of such costs and expenses from the Collection Account.
(c) The Securities Administrator shall not later than the close of business on the Business Day
immediately preceding the related Payment Date notify the Indenture Trustee in writing of the Master Servicer's
failure to make any Advance required to be made under this Agreement on such date and the amount of such
Advance. By no later than 10:00 A.M. (Chicago time) on the relevant Payment Date, the Securities Administrator
shall notify the Indenture Trustee of the continuance of such failure or that the Master Servicer has made the
Advance, as the case may be. Notwithstanding the terms of the Event of Default described in clause (i)(A) of
Section 7.01(a), the Indenture Trustee, upon receipt of written notice on the Payment Date from the Securities
Administrator of the continuance of the failure of the Master Servicer to make an Advance, shall, by notice in
writing to the Master Servicer, which may be delivered by telecopy, immediately suspend 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 Securityholder or to reimbursement of outstanding Advances or other amounts for which the Master
Servicer was entitled to reimbursement as of the date of suspension, and the Indenture Trustee, subject to the
cure provided for in this paragraph, if available, shall act as provided in Section 7.02 to carry out the duties
of the Master Servicer, including the obligation to make any Advance the nonpayment of which is described in
clause (i)(A) of Section 7.01(a). Any such action taken by the Indenture Trustee must be prior to the payment on
the relevant Payment Date, and shall have all of the rights incidental thereto. If the Master Servicer shall
within two Business Days following such suspension remit to the Indenture Trustee the amount of any Advance the
nonpayment of which by the Master Servicer is described in clause (i)(A) of Section 7.01(a), together with all
other amounts necessary to reimburse the Indenture Trustee for actual, necessary and reasonable costs incurred by
the Indenture Trustee because of action taken pursuant to this subsection (including interest on any Advance or
other amounts paid by the Indenture Trustee (from and including the respective dates thereof) at a per annum rate
equal to the prime rate for U.S. money center commercial banks as published in the Wall Street Journal), then the
Indenture Trustee, subject to the last two sentences of this paragraph, shall permit the Master Servicer to
resume its rights and obligations as Master Servicer hereunder. If the Master Servicer shall fail to remit such
amounts to the Indenture Trustee within such two Business Days after the Payment Date, then an Event of Default
shall occur and such notice of suspension shall be deemed to be a notice of termination without any further
action on the part of the Indenture Trustee. The Master Servicer agrees that if it fails to make a required
Advance by 10:00 A.M. (Chicago time) on the related Payment Date on more than two occasions in any 12 month
period, the Indenture Trustee shall be under no obligation to permit the Master Servicer to resume its rights and
obligations as Master Servicer hereunder, and notwithstanding the cure period provided in Section 7.01(a)(i)(A),
an Event of Default shall be deemed to have occurred on the relevant Payment Date.
SECTION 7.02. Indenture Trustee to Act.
(a) From and after the date the Master Servicer (and the Indenture Trustee, if notice is sent by the
Holders) receives a notice of termination pursuant to Section 7.01, the Indenture Trustee shall be the successor
in all respects to the Master Servicer in its capacity as master servicer under this Agreement and the
transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and
liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof arising on and
after its succession. As compensation therefor, the Indenture Trustee shall be entitled to such compensation as
the Master Servicer would have been entitled to hereunder if no such notice of termination had been given.
Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer or (ii)
if the Indenture Trustee is legally unable so to act, subject to the rights of Xxxxxxxxx under Section 3.33
hereof, the Indenture Trustee shall appoint or petition a court of competent jurisdiction to appoint, any
established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having
a net worth of not less than $15,000,000 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 appointment of any such successor Master Servicer shall not result in the qualification, reduction or
withdrawal of the ratings assigned to the Notes by each Rating Agency as evidenced by a letter to such effect
from each Rating Agency. Pending appointment of a successor to the Master Servicer hereunder, unless the
Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as
hereinabove provided. In connection with such appointment and assumption, the successor shall be entitled to
receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Master
Servicer would otherwise have received pursuant to Section 3.19. The appointment of a successor Master Servicer
shall not affect any liability of the predecessor Master Servicer which may have arisen under this Agreement
prior to its termination as Master Servicer to pay any deductible under an insurance policy pursuant to Section
3.14 or to indemnify the Indenture Trustee pursuant to Section 8.05, nor shall any successor Master Servicer be
liable for any acts or omissions of the predecessor Master Servicer or for any breach by such Master Servicer of
any of its representations or warranties contained herein or in any related document or agreement. The Indenture
Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to
effectuate any such succession.
(b) Any successor, including the Indenture Trustee, to the Master Servicer as Master Servicer shall
during the term of its service as Master Servicer continue to service and administer the Mortgage Loans for the
benefit of Securityholders, and maintain in force a policy or policies of insurance covering errors and omissions
in the performance of its obligations as Master Servicer hereunder and a Fidelity Bond in respect of its
officers, employees and agents to the same extent as the Master Servicer is so required pursuant to Section 3.04.
(c) Notwithstanding anything else herein to the contrary, in no event shall the Indenture Trustee be
liable for any servicing fee or for any differential in the amount of the servicing fee paid hereunder and the
amount necessary to induce any successor Master Servicer to act as successor Master Servicer under this Agreement
and the transactions set forth or provided for herein.
SECTION 7.03. Waiver of Event of Default.
The Majority Securityholders may, on behalf of all Securityholders, by notice in writing to the
Indenture Trustee, direct the Indenture Trustee to waive any events permitting removal of any Master Servicer
under this Agreement, provided, however, that the Majority Securityholders may not waive an event that results in
a failure to make any required payment on a Note without the consent of the Holder of such Note. Upon any waiver
of an Event of Default, such event 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 event or impair any right consequent thereto except to the extent expressly so waived. Notice of any
such waiver shall be given by the Indenture Trustee to each Rating Agency.
SECTION 7.04. Notification to Securityholders.
(a) Upon any termination or appointment of a successor to any Master Servicer pursuant to this Article
VII or Section 3.34, the Note Registrar or the Indenture Trustee, if the Master Servicer is also the Note
Registrar and Securities Administrator, shall give prompt written notice thereof to the Noteholders at their
respective addresses appearing in the Note Register and to each Rating Agency.
(b) No later than 60 days after the occurrence of any event which constitutes or which, with notice or
a lapse of time or both, would constitute an Event of Default of which a Responsible Officer of the Indenture
Trustee becomes aware of the occurrence of such an event, the Indenture Trustee shall transmit by mail to all
Noteholders notice of such occurrence unless such Event of Default shall have been waived or cured.
SECTION 7.05. Action Upon Master Servicer Event of Default.
If an Event of Default has occurred (which has not been cured or waived) of which a Responsible Officer
has actual knowledge, the Indenture Trustee shall exercise such of the rights and powers vested in it by this
Agreement, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use
under the circumstances in the conduct of his own affairs, unless the Indenture Trustee is acting as successor
Master Servicer, in which case it shall use the same degree of care and skill as the Master Servicer hereunder
with respect to the exercise of the rights and powers of the Master Servicer hereunder; provided, however, the
Indenture Trustee shall not be charged with knowledge of any Event of Default or any other event or matter that
may require it to take action or omit to take action hereunder unless a Responsible Officer of the Indenture
Trustee at the Corporate Trust Office obtains actual knowledge of such failure or the Indenture Trustee receives
written notice of such Event of Default.
SECTION 7.06. Additional Remedies of Indenture Trustee Upon Event of Default.
In case an Event of Default or a default by the Depositor hereunder shall occur and be continuing, the
Indenture Trustee may proceed to protect and enforce its rights and the rights of the Noteholders under this
Agreement, as the case may be, by a suit, action or proceeding in equity or at law or otherwise, whether for the
specific performance of any covenant or agreement contained in this Agreement or in aid of the execution of any
power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the
Indenture Trustee, being advised by counsel, and subject to the foregoing, shall deem most effectual to protect
and enforce any of the rights of the Indenture Trustee and the Noteholders.
ARTICLE VIII
THE INDENTURE TRUSTEE AND THE SECURITIES ADMINISTRATOR
SECTION 8.01. Duties of Indenture Trustee and Securities Administrator.
The Indenture Trustee and the Securities Administrator, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished to the Indenture Trustee and the
Securities Administrator, which are specifically required to be furnished pursuant to any provision of this
Agreement, shall examine them to determine whether they conform to the requirements of this Agreement; provided,
however, that neither the Indenture Trustee nor the Securities Administrator will be responsible for the accuracy
or content of any such resolutions, certificates, statements, opinions, reports, documents or other instruments.
If any such instrument is found not to conform to the requirements of this Agreement in a material manner the
Indenture Trustee and the Securities Administrator shall take such action as it deems appropriate to have the
instrument corrected.
On each Payment Date, the Securities Administrator shall make monthly payments to the Noteholders from
funds in the Note Payment Account and to the Certificateholders from funds in the Certificate Distribution
Account, in each case as provided in Sections 5.01, 5.09 and 10.01 hereof based on the report of the Securities
Administrator.
No provision of this Agreement shall be construed to relieve the Indenture 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 of all such Events of
Default which may have occurred, the duties and obligations of the Indenture Trustee and the Securities
Administrator shall be determined solely by the express provisions of this Agreement and the Indenture, in
the case of the Indenture Trustee, and this Agreement, the Indenture, the Trust Agreement and the
Administration Agreement, in the case of the Securities Administrator, neither the Indenture Trustee nor the
Securities Administrator shall be liable except for the performance of such of its duties and obligations as
are specifically set forth in this those agreements, no implied covenants or obligations shall be read into
such agreements against the Indenture Trustee or the Securities Administrator and, in the absence of bad
faith on the part of the Indenture Trustee or the Securities Administrator, respectively, the Indenture
Trustee or the Securities Administrator 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 Indenture
Trustee or the Securities Administrator, respectively, and conforming to the requirements of this Agreement
or such other agreements, as applicable;
(ii)neither the Indenture Trustee nor the Securities Administrator shall be liable for an error
of judgment made in good faith by a Responsible Officer of the Indenture Trustee or an officer of the
Securities Administrator, respectively, unless it shall be proved that the Indenture Trustee or the
Securities Administrator, respectively, was negligent in ascertaining or investigating the facts related
thereto; and
(iii) neither the Indenture Trustee nor the Securities Administrator shall be personally
liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance
with the consent or at the direction of Securityholders as provided herein relating to the time, method and
place of conducting any remedy pursuant to this Agreement, or exercising or omitting to exercise any trust
or power conferred upon the Indenture Trustee or the Securities Administrator, respectively, under this
Agreement;
The Securities Administrator shall pay any and all tax related expenses (not including taxes) of the
Issuer, including but not limited to any professional fees or expenses related to audits or any administrative or
judicial proceedings with respect to the Issuer that involve the Internal Revenue Service or state tax
authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses
of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or
liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the
Securities Administrator in fulfilling its duties hereunder (including the Securities Administrator's duties as
tax return preparer).
The Securities Administrator shall prepare and file, and the Owner Trustee shall sign the tax returns of
the Issuer, to the extent that a tax return is required to be filed by the Issuer. The expenses of preparing and
filing such tax returns shall be borne by the Securities Administrator. Notwithstanding the foregoing, the
Securities Administrator shall have no obligation to prepare, file or otherwise deal with partnership tax
information or returns. In the event that partnership tax information or returns are required by the Internal
Revenue Service, the Initial Seller, at its own cost and expense, will prepare and file all necessary returns.
The Securities Administrator shall perform on behalf of the Issuer all reporting and other tax
compliance duties that are the responsibility of the Issuer under the Code or other compliance guidance issued by
the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the
Code or other such guidance, the Securities Administrator shall provide to the Securityholders such information
or reports as are required by the Code.
Neither the Indenture Trustee nor the Securities Administrator shall be required to expend or risk its
own funds or otherwise incur financial or other 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 indemnity satisfactory to it against such risk or liability is not assured to it, and none of the
provisions contained in this Agreement shall in any event require the Indenture 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 Indenture 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.
SECTION 8.02. Certain Matters Affecting the Indenture Trustee and the Securities Administrator.
Except as otherwise provided in Section 8.01 hereof:
(i) the Indenture Trustee and the Securities Administrator may request and conclusively rely
upon, and shall be fully protected in acting or refraining from acting upon, any resolution, Officers'
Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report,
notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be
genuine and to have been signed or presented by the proper party or parties, and the manner of obtaining
consents and of evidencing the authorization of the execution thereof by Securityholders shall be subject to
such reasonable regulations as the Indenture Trustee and the Securities Administrator may prescribe;
(ii)the Indenture Trustee and the Securities Administrator may consult with counsel and any
advice of its counsel or any Opinion of Counsel shall be full and complete authorization and protection in
respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such
advice or Opinion of Counsel;
(iii) neither the Indenture Trustee nor the Securities Administrator shall be under any
obligation to exercise any of the rights or powers vested in it by 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
Securityholders, pursuant to the provisions of this Agreement, unless such Securityholders shall have
offered to the Indenture Trustee or the Securities Administrator, respectively, reasonable security or
indemnity satisfactory to it against the costs, expenses and liabilities which may be incurred therein or
thereby; the right of the Indenture Trustee or the Securities Administrator to perform any discretionary act
enumerated in this Agreement shall not be construed as a duty, and the Indenture Trustee shall not be
answerable for other than its negligence or willful misconduct in the performance of any such act;
(iv)neither the Indenture Trustee nor the Securities Administrator shall be personally liable
for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within
the discretion or rights or powers conferred upon it by this Agreement;
(v) prior to the occurrence of an Event of Default and after the curing or waiver of all Events
of Default which may have occurred, the Indenture Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice,
request, consent, order, approval, bond or other paper or documents, unless requested in writing to do so
Holders of the Notes representing not less than 25% of the Outstanding Balance of the Notes; provided,
however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or
liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the
Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the
terms of this Agreement, the Indenture Trustee may require reasonable indemnity against such cost, expense
or liability as a condition to such proceeding. If the Master Servicer fails to reimburse the Indenture
Trustee in respect of the reasonable expense of every such examination relating to the Master Servicer, the
Indenture Trustee shall be reimbursed by the Trust Estate;
(vi)the Indenture Trustee shall not be accountable, shall have no liability and makes no
representation as to any acts or omissions hereunder of the Owner Trustee, the Securities Administrator or
the Master Servicer until such time as the Indenture Trustee may be required to act as the Master Servicer
pursuant to Section 7.02 hereof and thereupon only for the acts or omissions of the Indenture Trustee as a
successor Master Servicer; and
(vii) the Indenture Trustee and the Securities Administrator may execute any of the trusts
or powers hereunder or perform any duties hereunder either directly or by or through agents, nominees,
attorneys or a custodian, and shall not be responsible for any willful misconduct or negligence on the part
of any agent, nominee, attorney or custodian appointed by the Indenture Trustee or the Securities
Administrator in good faith.
SECTION 8.03. Indenture Trustee and the Securities Administrator Not Liable for Securities, Mortgage
Loans or Additional Collateral.
The recitals contained herein and in the Securities (other than the authentication of the Securities
Administrator on the Securities) shall be taken as the statements of the Sellers, and the neither the Indenture
Trustee nor the Securities Administrator assumes responsibility for the correctness of the same. Neither the
Indenture Trustee nor the Securities Administrator makes representations or warranties as to the validity or
sufficiency of this Agreement or of the Securities (other than the signature and authentication of the Securities
Administrator on the Securities) or of any Mortgage Loan or related document or of MERS or the MERS System. The
Indenture Trustee shall not be accountable for the use or application by the Master Servicer, or for the use or
application of any funds paid to the Master Servicer in respect of related Mortgage Loans or deposited in or
withdrawn from the Collection Account by the Master Servicer or the Securities Administrator. Neither the
Indenture 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 Issuer or its ability to generate the payments to be paid to Securityholders under this
Agreement, including, without limitation: the existence, condition and ownership of any Mortgaged Property; the
existence and enforceability of any hazard insurance thereon (other than if the Indenture Trustee shall assume
the duties of the Master Servicer pursuant to Section 7.02 hereof); the validity of the assignment of any
Mortgage Loan to the Indenture Trustee or of any intervening assignment; the completeness of any Mortgage Loan;
the performance or enforcement of any Mortgage Loan (other than if the Indenture Trustee shall assume the duties
of the Master Servicer pursuant to Section 7.02 hereof); the compliance by the Depositor or the Sellers with any
warranty or representation made under this Agreement or in any related document or the accuracy of any such
warranty or representation prior to the Indenture Trustee's receipt of notice or other discovery of any
non-compliance therewith or any breach thereof; any investment of monies by or at the direction of the Master
Servicer or in the case of the Indenture Trustee the Securities Administrator or any loss resulting therefrom, it
being understood that the Indenture Trustee shall remain responsible for any Issuer property that it may hold in
its individual capacity and the Securities Administrator shall remain responsible for any Issuer property that it
may hold in its individual capacity; the acts or omissions of the Master Servicer (other than as to the
Securities Administrator, if it is also the Master Servicer, and as to the Indenture Trustee, if the Indenture
Trustee shall assume the duties of the Master Servicer pursuant to Section 7.02 hereof, and then only for the
acts or omissions of the Indenture Trustee as the successor Master Servicer), or any acts or omissions of any
Servicer or any Mortgagor; any action of the Master Servicer (other than as to the Securities Administrator, if
it is also the Master Servicer, and as to the Indenture Trustee, if the Indenture Trustee shall assume the duties
of the Master Servicer pursuant to Section 7.02 hereof), or in the case of the Indenture Trustee the Securities
Administrator or any Servicer taken in the name of the Indenture Trustee; the failure of the Master Servicer or
any Servicer to act or perform any duties required of it as agent or on behalf of the Indenture Trustee or the
Issuer hereunder; or any action by the Indenture Trustee taken at the instruction of the Master Servicer (other
than if the Indenture Trustee shall assume the duties of the Master Servicer pursuant to Section 7.02 hereof, and
then only for the actions of the Indenture Trustee as the successor Master Servicer); provided, however, that the
foregoing shall not relieve the Indenture Trustee of its obligation to perform its duties under this Agreement,
including, without limitation, the Indenture Trustee's duty to review the Mortgage Files, if so required pursuant
to Section 2.01 of this Agreement.
SECTION 8.04. Owner Trustee, Master Servicer and Securities Administrator May Own Notes.
The Owner Trustee, the Master Servicer and the Securities Administrator in their respective individual
capacities, or in any capacity other than as Owner Trustee, Master Servicer or Securities Administrator
hereunder, may become the owner or pledgee of any Notes with the same rights they would have if they were not
Owner Trustee, Master Servicer or Securities Administrator, as applicable, and may otherwise deal with the
parties hereto.
SECTION 8.05. Indenture Trustee's, Custodian's, Owner Trustee's and Securities Administrator's Fees and
Expenses.
The Indenture Trustee shall be compensated by the Master Servicer for its services hereunder on behalf
of the Issuer, including payment of the Indenture Trustee Fee. The Owner Trustee shall be compensated by the
Master Servicer for its services hereunder, including payment of the Owner Trustee Fee. The Securities
Administrator shall be compensated by the Master Servicer for its services hereunder from a portion of the Master
Servicing Fee. The fees and expenses of the Custodian will be paid by the Initial Seller. In addition, the
Indenture Trustee (as Indenture Trustee and in its individual corporate capacity), the Owner Trustee and the
Securities Administrator will be entitled to recover from the Collection Account pursuant to Section 4.05(a) all
reasonable out-of-pocket expenses, disbursements and advances and the expenses of the Indenture Trustee
(including for such purpose, any fees and expenses relating to its capacity as Custodian hereunder to the extent
not paid by the Initial Seller), the Owner Trustee, and the Securities Administrator, respectively, including
without limitation, in connection with any Event of Default, any breach of this Agreement or any claim or legal
action (including any pending or threatened claim or legal action) incurred or made by the Owner Trustee, the
Indenture Trustee or the Securities Administrator, respectively, in the performance of its duties or the
administration of the trusts hereunder or under the Yield Maintenance Agreements or the Auction Swap Agreement
(including the reasonable compensation, expenses and disbursements of its counsel) except any such expense,
disbursement or advance as may arise from its negligence (or in the case of the Owner Trustee, gross negligence)
or intentional misconduct or which is specifically designated herein as the responsibility of the Depositor, the
Sellers, the Master Servicer, the Securityholders, the Owner Trustee or the Issuer hereunder or thereunder. If
funds in the Collection Account are insufficient therefor, the Indenture Trustee, the Owner Trustee, the
Custodian and the Securities Administrator shall recover such expenses from future collections on the Mortgage
Loans or as otherwise agreed by such parties and the Securityholders. 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 8.06. Eligibility Requirements for Indenture Trustee and Securities Administrator.
The eligibility requirements for the Indenture Trustee are set forth in Section 6.11 of the Indenture.
The Securities Administrator hereunder shall at all times be an entity duly organized and validly existing under
the laws of the United States of America or any state thereof, authorized under such laws to exercise corporate
trust powers, having a combined capital and surplus of at least $50,000,000 and a minimum long-term debt rating
in the third highest rating category by each Rating Agency and in each Rating Agency's two highest short-term
rating categories, and subject to supervision or examination by federal or state authority. If such entity
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 8.06, the combined capital and surplus
of such entity shall be deemed to be its combined capital and surplus as set forth in its most recent report of
condition so published. In case at any time the Securities Administrator shall cease to be eligible in
accordance with the provisions of this Section 8.06, the Securities Administrator shall resign immediately in the
manner and with the effect specified in Section 8.07 hereof.
SECTION 8.07. Resignation or Removal of the Indenture Trustee or the Securities Administrator.
The circumstances causing resignation and removal of the Indenture Trustee are set forth in Sections
6.08 and 6.09 of the Indenture. The Securities Administrator may at any time resign and be discharged from the
trusts hereby created by giving written notice thereof to the Depositor, the Sellers, the Master Servicer and
each Rating Agency. Upon receiving such notice of resignation of the Securities Administrator, the Indenture
Trustee shall promptly appoint a successor Securities Administrator that meets the requirements in Section 8.06
by written instrument, in duplicate, one copy of which instrument shall be delivered to each of the resigning
Securities Administrator and one copy to the successor Securities Administrator. If no successor Securities
Administrator shall have been so appointed and having accepted appointment within 30 days after the giving of
such notice of resignation, the resigning Securities Administrator may petition any court of competent
jurisdiction for the appointment of a successor Securities Administrator.
If at any time the Securities Administrator shall cease to be eligible in accordance with the provisions
of Section 8.06 hereof or if at any time the Securities Administrator shall be legally unable to act, or shall be
adjudged a bankrupt or insolvent, or a receiver of the Securities Administrator or of its property shall be
appointed, or any public officer shall take charge or control of the Securities Administrator or of its property
or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Securities Administrator
fails to provide an assessment of compliance or an attestation report required under Section 3.16 within 15
calendar days of March 1 of each calendar year in which Exchange Act reports are required then the Indenture
Trustee may remove the Securities Administrator. If the Indenture Trustee removes the Securities Administrator,
under the authority of the immediately preceding sentence, the Initial Seller or the Indenture Trustee shall
promptly appoint a successor Securities Administrator that meets the requirements of Section 8.06 by written
instrument, in triplicate, one copy of which instrument shall be delivered to the Securities Administrator so
removed, one copy to the successor Securities Administrator and one copy to the Master Servicer.
The Majority Securityholders may at any time remove the Securities Administrator by written instrument
or instruments delivered to the Indenture Trustee; the Initial Seller shall thereupon use its best efforts to
appoint a successor Securities Administrator in accordance with this Section.
Any resignation or removal of the Securities Administrator and appointment of a successor Securities
Administrator, pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance
of appointment by the successor Securities Administrator as provided in Section 8.08 hereof. If the Securities
Administrator is removed pursuant to this Section 8.07, it shall be reimbursed any outstanding and unpaid fees
and expenses, and if removed under the authority of the immediately preceding paragraph, the Securities
Administrator shall also be reimbursed any outstanding and unpaid costs and expenses.
Notwithstanding anything to the contrary contained herein, in the event that the Master Servicer resigns
or is removed as Master Servicer hereunder, the Securities Administrator shall have the right to resign
immediately as Securities Administrator by giving written notice to the Sellers and the Indenture Trustee, with a
copy to each Rating Agency; provided that such resignation shall not become effective until acceptance of
appointment by a successor Securities Administrator. Notwithstanding anything to the contrary herein, in the
event that the Securities Administrator resigns or is removed as Securities Administrator hereunder, the Master
Servicer shall have the right to resign immediately as Master Servicer by giving written notice to the Sellers
and the Indenture Trustee, with a copy to each Rating Agency; provided that such resignation shall not become
effective until acceptance of appointment by a successor Master Servicer.
SECTION 8.08. Successor Securities Administrator.
Any successor Securities Administrator appointed as provided in Section 8.07 hereof shall execute,
acknowledge and deliver to the Depositor, the Sellers and the Master Servicer and to its predecessor Securities
Administrator an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the
Securities Administrator shall become effective, and such successor 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 (including, without limitation, its rights, powers, duties and obligations as Auction
Administrator under the Auction Administration Agreement), with like effect as if originally named Securities
Administrator. The Depositor, the Sellers, the Master Servicer and the predecessor Securities Administrator
shall execute and deliver such instruments and do such other things as may reasonably be required for fully and
certainly vesting and confirming in the successor Securities Administrator, as applicable, all such rights,
powers, duties and obligations.
No successor Securities Administrator shall accept appointment as provided in this Section 8.08 unless
at the time of such acceptance such successor Securities Administrator shall be eligible under the provisions of
Section 8.06 hereof and the appointment of such successor Securities Administrator shall not result in a
downgrading of the Offered Notes by either Rating Agency, as evidenced by a letter from each Rating Agency.
Upon acceptance of appointment by a successor Securities Administrator as provided in this Section 8.08,
the successor Securities Administrator shall mail notice of the appointment of a successor Securities
Administrator hereunder to all Securityholders at their addresses as shown in the Certificate Register or the
Note Register, as applicable, and to each Rating Agency.
SECTION 8.09. Merger or Consolidation of Indenture Trustee or Securities Administrator.
The consequences of merger or consolidation of the Indenture Trustee are set forth in Section 6.09 of
the Indenture. Any entity into which the Securities Administrator may be merged or converted or with which it
may be consolidated, or any entity resulting from any merger, conversion or consolidation to which the Securities
Administrator shall be a party, or any entity succeeding to the corporate trust business of the Securities
Administrator, shall be the successor of the Securities Administrator, as applicable, hereunder, provided such
entity shall be eligible under the provisions of Section 8.06 and 8.08 hereof, 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 8.10. [Reserved].
SECTION 8.11. [Reserved].
SECTION 8.12. Trustee May Enforce Claims Without Possession of Notes.
(a) All rights of action and claims under this Agreement or the Notes may be prosecuted and enforced by
the Indenture Trustee without the possession of any of the Notes or the production thereof in any proceeding
relating thereto, and such proceeding instituted by the Indenture Trustee shall be brought in its own name or in
its capacity as Indenture Trustee for the benefit of all Holders of such Notes, subject to the provisions of this
Agreement and the Indenture. Any recovery of judgment shall, after provision for the payment of the reasonable
compensation, expenses, disbursement and advances of the Indenture Trustee (for the avoidance of doubt, in its
individual capacity and as Indenture Trustee on behalf of the Issuer), its agents and counsel, be for the ratable
benefit or the Noteholders in respect of which such judgment has been recovered.
(b) The Indenture Trustee shall afford the Sellers, the Depositor and each Securityholder upon
reasonable notice during normal business hours at its Corporate Trust Office or other office designated by the
Indenture Trustee, access to all records maintained by the Indenture Trustee in respect of its duties hereunder
and access to officers of the Indenture Trustee responsible for performing such duties. The Indenture Trustee
shall cooperate fully with the Sellers, the Depositor and such Securityholder and shall, subject to the first
sentence of this Section 8.12(b), make available to the Sellers, the Depositor and such Securityholder for review
and copying such books, documents or records as may be requested with respect to the Indenture Trustee's duties
hereunder. The Sellers, the Depositor and the Securityholders shall not have any responsibility or liability for
any action or failure to act by the Indenture Trustee and are not obligated to supervise the performance of the
Indenture Trustee under this Agreement or otherwise.
(c) The Securities Administrator shall afford the Sellers, the Depositor, the Indenture Trustee and
each Securityholder upon reasonable notice during normal business hours at its offices at 0000 Xxx Xxxxxxxxx
Xxxx, Xxxxxxxx, Xxxxxxxx 00000 or other office designated by the Securities Administrator, access to all records
maintained by the Securities Administrator in respect of its duties hereunder and access to officers of the
Securities Administrator responsible for performing such duties. Upon request, the Securities Administrator
shall furnish the Depositor and any requesting Securityholder with its most recent audited financial statements.
The Securities Administrator shall cooperate fully with the Sellers, the Depositor, the Indenture Trustee and
such Securityholder and shall, subject to the first sentence of this Section 8.12(c), make available to the
Sellers, the Depositor and such Securityholder for review and copying such books, documents or records as may be
requested with respect to the Securities Administrator's duties hereunder. The Sellers, the Depositor, the
Indenture Trustee and the Securityholders shall not have any responsibility or liability for any action or
failure to act by the Securities Administrator and are not obligated to supervise the performance of the
Securities Administrator under this Agreement or otherwise.
SECTION 8.13. Suits for Enforcement.
In case an Event of Default or a default by the Depositor hereunder shall occur and be continuing, the
Indenture Trustee may proceed to protect and enforce its rights and the rights of the Securityholders under this
Agreement, as the case may be, by a suit, action or proceeding in equity or at law or otherwise, whether for the
specific performance of any covenant or agreement contained in this Agreement or in aid of the execution of any
power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the
Indenture Trustee, being advised by counsel, and subject to the foregoing, shall deem most effectual to protect
and enforce any of the rights of the Indenture Trustee and the Securityholders.
SECTION 8.14. Waiver of Bond Requirements.
The Indenture Trustee shall be relieved of, and each Securityholder hereby waives, any requirement of
any jurisdiction in which the Trust Estate, or any part thereof, may be located that the Indenture Trustee post a
bond or other surety with any court, agency or body whatsoever.
SECTION 8.15. Waiver of Inventory, Accounting and Appraisal Requirement.
The Owner Trustee shall be relieved of, and each Securityholder hereby waives, any requirement of any
jurisdiction in which the Issuer, or any part thereof, may be located that the Owner Trustee file any inventory,
accounting or appraisal of the Issuer with any court, agency or body at any time or in any manner whatsoever.
SECTION 8.16. Appointment of Custodian.
LaSalle Bank is hereby appointed Custodian of the Mortgage Files. The Indenture Trustee shall have the
right upon prior written notice to the Issuer and the Master Servicer, to appoint one or more sub-custodians to
hold all or a portion of the related Mortgage Files as agent for the Indenture Trustee, by entering into a
custodial agreement. If the Indenture Trustee is removed or becomes ineligible to serve as Indenture Trustee
pursuant to the provisions of the Indenture, it shall also resign its appointment as Custodian. Any
sub-custodian may at any time be terminated and a substitute sub-custodian appointed therefor by the Indenture
Trustee. The Indenture Trustee agrees to enforce the terms and provisions of any custodial agreement against the
sub-custodian for the benefit of the Noteholders having an interest in any Mortgage File held by such
sub-custodian. Each Custodian or sub-custodian shall be a depository institution or trust company subject to
supervision by federal or state authority, shall have combined capital and surplus of at least $15,000,000 and
shall be qualified to do business in the jurisdiction in which it holds any Mortgage File. The Initial Seller
shall pay from its own funds, without any right to reimbursement, the fees, costs and expenses of each custodian
(including the costs of Custodian's counsel). The Custodian shall have the same rights, protections and
immunities which are afforded to the Indenture Trustee under Article VI of the Indenture.
SECTION 8.17. Auction Administration Agreement; Auction Swap Agreement.
(a) Concurrently with the execution and delivery hereof, at the direction of the Depositor, the
Securities Administrator, acting solely as an agent (the "Auction Administrator") for the Holders of the Auction
Notes and not on behalf of the Issuer, shall execute and deliver the Auction Administration Agreement and the
Auction Swap Agreement in the forms presented by the Auction Swap Counterparty. The Securities Administrator
shall have no duty to review or otherwise determine the adequacy of the Auction Administration Agreement or the
Auction Swap Agreement.
(b) Each Holder of an Auction Note is deemed, by acceptance of such Note, (i) to authorize the
Securities Administrator to execute and deliver the Auction Administration Agreement and the Auction Swap
Agreement as their agent and (ii) to acknowledge and accept and agree to be bound by the provisions of the
Auction Administration Agreement and the Auction Swap Agreement. The Securities Administrator, as Auction
Administrator, agrees not to consent to any amendments to the Auction Administration Agreement or Auction Swap
Agreement without the consent of 100% of the Auction Notes, except in the case where such amendment is to cure
any ambiguity in either agreement, to correct or supplement any provision therein which may be inconsistent with
other provisions in such agreements or the other Operative Agreements, or to cause the provisions in such
agreements to conform or be consistent with the statements made with respect to such agreements in the Offering
Documents.
SECTION 8.18. Yield Maintenance Counterparty Tax Form.
The Depositor hereby directs the Security Administrator to enter into the Yield Maintenance Agreements.
The Securities Administrator agrees that so long as the Yield Maintenance Agreements remains in effect, it shall
request that the Yield Maintenance Counterparty provide to it an Internal Revenue Service Form W-8ECI (or any
successor form) at the end of each three year period following the Closing Date as provided for in the Yield
Maintenance Agreements.
ARTICLE IX
[Reserved]
ARTICLE X
TERMINATION
SECTION 10.01. Termination; Clean-Up Call.
(a) The respective obligations and responsibilities of the Seller, the Depositor, the Master Servicer,
the Securities Administrator, the Owner Trustee and the Indenture Trustee created hereby (other than the
obligation of the Securities Administrator to make certain payments to Noteholders after the final Payment Date
and the obligation of the Master Servicer to send certain notices as hereinafter set forth) shall terminate upon
notice to the Indenture Trustee and the Securities Administrator upon the earliest of (i) the Payment Date on
which the Class Principal Amount (or Class Notional Amount in the case of the Class A-X Notes) of each Class of
Notes has been reduced to zero, (ii) the final payment or other liquidation of the last Mortgage Loan, (iii) the
optional purchase of the Mortgage Loans as described in the following paragraphs and (iv) the Stated Maturity
Date.
Xxxxxxxxx (solely in its capacity as a Servicer of the Mortgage Loans) may, at its option (which option
is assignable), terminate this Agreement on any Payment Date on which the aggregate amount of the Scheduled
Principal Balances of the Mortgage Loans as of the end of the immediately preceding Due Period is equal to or
less than 10% of the Cut-Off Date Aggregate Principal Balance (such Payment Date, the "10% Clean-Up Call Date"),
by purchasing, on such Payment Date, all of the outstanding Mortgage Loans and REO Properties at a price equal to
the sum of (i) the outstanding Scheduled Principal Balances of the Mortgage Loans (other than in respect of REO
Properties), (ii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two
appraisals completed by two independent appraisers approved by the Depositor and at the expense of the Person
exercising the Clean-Up Call Option less the good faith estimate of the Master Servicer or the related Servicer,
as applicable, of Liquidation Expenses to be incurred in connection with its disposal and (y) the Principal
Balance of each Mortgage Loan related to any REO Property and (iii) in all cases, accrued and unpaid interest
thereon at the applicable Loan Rate through the end of the Due Period preceding the final Payment Date, plus
unreimbursed Servicing Advances and Advances and any unpaid Master Servicing Fees and Servicing Fees allocable to
such Mortgage Loans and REO Properties, plus all amounts, if any, then due and owing to the Indenture Trustee,
the Master Servicer and the Securities Administrator (the "Clean-Up Call Purchase Price").
In addition, Xxxxx Fargo Bank, N.A. (solely in its capacity as the Master Servicer) may, at its option,
terminate this Agreement on any Payment Date on which the aggregate amount of the Scheduled Principal Balances of
the Mortgage Loans as of the end of the immediately preceding Due Period is equal to or less than 5% of the
Cut-Off Date Aggregate Principal Balance (such Payment Date, the "Master Servicer Clean-Up Call Date"; and each
of the Master Servicer Clean-Up Call Date and the 10% Clean-Up Call Date individually, a "Clean-Up Call Date"),
by purchasing, on such Master Servicer Clean-Up Call Date, all of the outstanding Mortgage Loans and REO
Properties at a price equal to the Clean-Up Call Purchase Price; provided, that the Master Servicer Clean-Up Call
Right shall be exercisable only if the 10% Clean-Up Call Right is not exercised on or before such date.
(b) Notice of any termination pursuant to the second or third paragraphs of Section 10.01(a),
specifying the Clean-Up Call Date (which shall be a date that would otherwise be a Payment Date) upon which the
Noteholders may surrender their Notes to the Securities Administrator for payment of the final distribution and
cancellation, shall be given by the Securities Administrator to the Noteholders pursuant to Section 10.02 of the
Indenture and to the Owner Trustee promptly upon the Securities Administrator receiving notice of such Clean-Up
Call Date from Xxxxxxxxx or Xxxxx Fargo Bank, N.A., as applicable.
(c) Upon presentation and surrender of the Notes, the Securities Administrator shall cause to be
distributed to the Holders of the Notes on the Payment Date for such final distribution, in proportion to the
Percentage Interests of their respective Class and to the extent that funds are available for such purpose, an
amount equal to the amount required to be distributed to such Holders in accordance with the provisions of
Section 5.01 hereof for such Payment Date.
(d) In the event that all Noteholders shall not surrender their Notes for final payment and
cancellation on or before such final Payment Date, the Securities Administrator shall promptly following such
date cause all funds in the Collection Account to which Noteholders are entitled and not distributed in final
distribution to Noteholders to be withdrawn therefrom and credited to the remaining Noteholders by depositing
such funds in a separate account for the benefit of such Noteholders, and the Securities Administrator shall give
a second written notice to the remaining Noteholders to surrender their Notes for cancellation and receive the
final distribution with respect thereto. If within nine months after the second notice all the Notes shall not
have been surrendered for cancellation, the Certificateholders shall be entitled to all unclaimed funds and other
assets which remain subject hereto, and the Securities Administrator upon transfer of such funds to the
Certificate Distribution Account for payment to the Certificateholders in accordance with the provisions of the
Trust Agreement shall be discharged of any responsibility for such funds.
SECTION 10.02. [Reserved].
SECTION 10.03. Optional Purchase of Notes.
(a) All but not less than all of the Notes are subject to purchase by TMI, at its option, on any
Payment Date on or after the Optional Notes Purchase Date from the then Holders thereof. The purchase price for
each Note (other than the Class A-X Notes) shall be equal to the sum of (i) the Note Principal Amount of such
Note and (ii) any accrued but unpaid interest thereon at the applicable Note Interest Rate with respect thereto
for such Payment Date. The purchase price for the Class A-X Notes shall be an amount equal to the sum of (x) any
Current Interest due (after taking into account payments made on such date from Current Interest) on the Class
A-X Notes, and (y) the present value, as of the date of such termination, of the remaining payments scheduled to
be made on the Class A-X Notes (such present value to be based on a discount rate that will approximate the
expected yield to maturity of the Class A-X Notes). In order to exercise the Optional Notes Purchase Right, TMI
must, no later than the eighth Business Day prior to the applicable Payment Date, deliver to the Securities
Administrator (with copies to the Rating Agencies and the Master Servicer) written notice, in the form of Exhibit
O hereto, of its intent to purchase the Notes and of the Payment Date on which it intends to do so and the
Securities Administrator will verify in writing to TMI the cash amount required of TMI to effect such purchase no
later than the third Business Day prior to the Payment Date on which such purchase is scheduled to occur. The
Securities Administrator shall furnish notice of the exercise of the Optional Notes Purchase Right to the
applicable Noteholders in compliance with Section 10.02 of the Indenture. On the day prior to the Payment Date
on which the Optional Notes Purchase Right will be exercised, TMI shall deposit the appropriate amount in cash
with the Securities Administrator. Such amount shall be deposited by the Securities Administrator into the Note
Payment Account. Such amounts shall be paid by the Securities Administrator to Holders of the applicable Notes
as provided in Section 10.03(c).
(b) In the case of an exercise of the Optional Notes Purchase Right, TMI shall be solely responsible
for the costs and expenses of the Indenture Trustee, the Securities Administrator and the Master Servicer.
(c) The Notes shall, following notice to Noteholders as required by Section 10.03(a), be purchased on
the applicable Payment Date by TMI at the price specified in Section 10.03(a), and (unless TMI shall default in
the payment of such amount) no interest shall accrue on such amount for any period after the date to which
accrued interest is calculated for purposes of calculating such amount.
(d) Subsequent to the purchase of the Notes following exercise of the Optional Notes Purchase Right,
TMI shall be the sole Holder of the Notes. TMI may subsequently transfer some or all of the Notes acquired by it
in accordance with the provisions of the Indenture. All Notes issued to the Noteholders prior to exercise of the
Optional Securities Purchase Right shall be deemed cancelled (other than those Notes held by TMI).
ARTICLE XI
[Reserved]
ARTICLE XII
MISCELLANEOUS PROVISIONS
SECTION 12.01. Amendment.
This Agreement may be amended from time to time by the Initial Seller, the Seller, the Depositor, the
Master Servicer, the Securities Administrator, the Owner Trustee and the Indenture Trustee, and without the
consent of any of the Securityholders, the Yield Maintenance Counterparty or the Auction Swap Counterparty
(except to the extent that the rights or obligations of the Yield Maintenance Counterparty under the Yield
Maintenance Agreements or of the Auction Swap Counterparty under the Auction Swap Agreement, are adversely
affected thereby or the ability of the Securities Administrator on behalf of the Trust to perform its respective
obligations under the Yield Maintenance Agreements or under the Auction Swap Agreement are adversely affected, in
which case the consent of the Yield Maintenance Counterparty or the Auction Swap Counterparty, as applicable, is
required) (i) to cure any ambiguity, (ii) to correct or supplement any provisions herein which may be defective
or inconsistent with any other provisions herein, (iii) to make any other provisions with respect to matters or
questions arising under this Agreement, which shall not be inconsistent with the provisions of this Agreement or
(iv) to cause the provisions herein to conform to or be consistent with or in furtherance of the statements made
with respect to the Securities, the Issuer or this Agreement in any Offering Document, or to correct or
supplement any provision herein which may be inconsistent with any other provisions herein or in any other
Operative Agreement; provided, however, that any such action shall not adversely affect in any material respect
the interest of any Noteholder; provided, further, that any such action listed in clauses (i) through (iv) above
shall be deemed not to adversely affect in any material respect the interests of any Securityholder, if evidenced
by (i) written notice to the Indenture Trustee from each Rating Agency that such action will not result in the
reduction or withdrawal of the rating of any outstanding Class of Notes with respect to which it is a Rating
Agency or (ii) an Opinion of Counsel stating that such amendment shall not adversely affect in any material
respect the interests of any Securityholder, is permitted by the Agreement and all the conditions precedent, if
any have been complied with, delivered to the Master Servicer, the Securities Administrator and the Indenture
Trustee.
In addition, this Agreement may be amended from time to time by the Initial Seller, the Seller, the
Depositor, the Master Servicer, the Securities Administrator, the Owner Trustee and the Indenture Trustee (but
without the consent of the Yield Maintenance Counterparty or the Auction Swap Counterparty, except to the extent
that the rights or obligations of the Yield Maintenance Counterparty under the Yield Maintenance Agreements or of
the Auction Swap Counterparty under the Auction Swap Agreement, are adversely affected thereby or the ability of
the Securities Administrator on behalf of the Trust to perform its respective obligations under the Yield
Maintenance Agreements or under the Auction Swap Agreement are adversely affected, in which case the consent of
the Yield Maintenance Counterparty or the Auction Swap Counterparty, as applicable, is required) and with the
consent of a majority in interest of the Certificateholders and a majority in interest of each Class of Notes
affected by such amendment 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 Holders of Securities;
provided, however, that no such amendment or waiver shall (x) reduce in any manner the amount of, or delay the
timing of, payments on the Notes or Ownership Certificates that are required to be made on any such Note or
Ownership Certificate without the consent of the Holder of such Security, (y) adversely affect in any material
respect the interests of the Holders of any Class of Notes or Ownership Certificates in a manner other than as
described in clause (x) above, without the consent of the Holders of Notes of such Class or Ownership
Certificates evidencing at least a 66?% Percentage Interest in such Class of Notes or the Ownership Certificates,
or (z) reduce the percentage of Voting Rights required by clause (y) above without the consent of the Holders of
all Notes of such Class then outstanding. Upon approval of an amendment, a copy of such amendment shall be sent
to each Rating Agency.
Notwithstanding any provision of this Agreement to the contrary, neither the Indenture Trustee nor the
Securities Administrator shall consent to any amendment to this Agreement unless it shall have first received an
Opinion of Counsel, delivered by and at the expense of the Person seeking such Amendment (unless such Person is
the Indenture Trustee or the Securities Administrator, in which case the Indenture Trustee or the Securities
Administrator shall be entitled to be reimbursed for such expenses by the Issuer pursuant to Section 8.05
hereof), to the effect that such amendment will not result in the imposition of federal income tax on the Issuer
and that the amendment is being made in accordance with the terms hereof, such amendment is permitted by this
Agreement and all conditions precedent, if any, have been complied with.
Promptly after the execution of any such amendment the Securities Administrator shall furnish, at the
expense of the Person that requested the amendment if such Person is the Initial Seller or the Seller (but in no
event at the expense of the Indenture Trustee or the Securities Administrator), otherwise at the expense of the
Issuer, a copy of such amendment and the Opinion of Counsel referred to in the immediately preceding paragraph to
the Master Servicer and each Rating Agency.
It shall not be necessary for the consent of Securityholders under this Section 12.01 to approve the
particular form of any proposed amendment; instead it shall be sufficient if such consent shall approve the
substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution
thereof by Securityholders shall be subject to such reasonable regulations as the Securities Administrator may
prescribe.
The Indenture Trustee and Securities Administrator may, but shall not be obligated to, enter into any
amendment pursuant to this 12.01 Section that affects its rights, duties and immunities under this Agreement or
otherwise.
SECTION 12.02. Recordation of Agreement; Counterparts.
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,
such recordation to be effected by the Indenture Trustee at the expense of the Issuer, but only upon direction of
Noteholders accompanied by an Opinion of Counsel to the effect that such recordation materially and beneficially
affects the interests of the Noteholders.
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 together constitute but one and the same
instrument.
SECTION 12.03. [Reserved].
SECTION 12.04. Governing Law; Jurisdiction.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
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.
SECTION 12.05. Notices.
All directions, demands and notices hereunder shall be in writing and shall be deemed to have been duly
given if personally delivered at or mailed by first class mail, postage prepaid, or by express delivery service
or delivered via telecopy, to (a) in the case of the Initial Seller, to Xxxxxxxxx Mortgage Home Loans, Inc., 000
Xxxxxxxxxx Xxxxxx, Xxxxx 000, Xxxxx Xx, Xxx Xxxxxx 00000, Attention: Xxxxxxx Xxxxx (telecopy number
(000) 000-0000), or such other address or telecopy number as may hereafter be furnished to the Seller, the
Depositor, the Master Servicer, the Securities Administrator, the Indenture Trustee and the Owner Trustee in
writing by the Initial Seller, (b) in the case of the Seller, Xxxxxxxxx Mortgage Funding, Inc., 000 Xxxxxxxxxx
Xxxxxx, Xxxxx 000, Xxxxx Xx, Xxx Xxxxxx 00000, Attention: Xxxxxxx Xxxxx (telecopy number (000) 000-0000), or
such other address or telecopy number as may hereafter be furnished to the Initial Seller, the Depositor, the
Master Servicer, the Securities Administrator, the Indenture Trustee and the Owner Trustee in writing by the
Seller, (c) in the case of the Indenture Trustee, to the Corporate Trust Office or such other address or telecopy
number as may hereafter be furnished to the Initial Seller, the Seller, the Depositor, the Master Servicer, the
Securities Administrator and the Owner Trustee in writing by the Indenture Trustee, (d) in the case of the
Depositor, to Structured Asset Mortgage Investments II, Inc., 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000,
Attention: Xxxxxxxxx 0000-0, or such other address or telecopy number as may be furnished to the Initial Seller,
the Seller, the Master Servicer, the Owner Trustee and the Indenture Trustee in writing by the Depositor, (e) in
the case of the Owner Trustee, Wilmington Trust Company, Xxxxxx Square North, 0000 Xxxxx Xxxxxx Xxxxxx,
Xxxxxxxxxx, Xxxxxxxx 00000, Attention: Xxxxxxxxx 2007-3 or such other address or telecopy number as may
hereinafter be furnished to the Initial Seller, the Seller, the Depositor, the Master Servicer, the Securities
Administrator, and the Indenture Trustee in writing by the Owner Trustee; and (f) in the case of the Master
Servicer or Securities Administrator, for certificate transfer purposes, at its Corporate Trust Office and for
all other purposes at X.X. Xxx 00, Xxxxxxxx, Xxxxxxxx 00000, or for overnight delivery, at 0000 Xxx Xxxxxxxxx
Xxxx, Xxxxxxxx, Xxxxxxxx 00000 (Attention: Xxxxxxxxx 0000-0), Xxxxxxxxx no: (000) 000-0000, or such other
address or telecopy number as may be furnished to the Depositor, the Seller, the Initial Seller, the Owner
Trustee and the Indenture Trustee in writing by the Master Servicer or the Securities Administrator. Any notice
required or permitted to be mailed to a Securityholder shall be given by first class mail, postage prepaid, at
the address of such Holder as shown in the Note Register or Certificate Register, as applicable. Notice of any
Event of Default shall be given by telecopy and by certified mail. Any notice so mailed within the time
prescribed in this Agreement shall be conclusively presumed to have duly been given when mailed, whether or not
the Securityholder receives such notice. A copy of any notice required to be telecopied hereunder shall also be
mailed to the appropriate party in the manner set forth above.
SECTION 12.06. Severability of Provisions.
If any one or more of the covenants, agreements, provisions or terms of this Agreement shall for any
reason whatsoever be 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 Notes or the Ownership Certificate
or the rights of the Noteholders or the Certificateholders.
SECTION 12.07. Article and Section References.
All article and section references used in this Agreement, unless otherwise provided, are to articles
and sections in this Agreement.
SECTION 12.08. Notice to the Rating Agencies.
(a) The Securities Administrator shall be obligated to use its best reasonable efforts promptly to
provide notice to the Rating Agencies with respect to each of the following of which a Responsible Officer of the
Securities Administrator has actual knowledge:
(i) any material change or amendment to this Agreement;
(ii) the occurrence of any Event of Default that has not been cured or waived;
(iii) the resignation or termination of the Master Servicer, the Securities Administrator or
the Indenture Trustee;
(iv) the final payment to Holders of the Notes of any Class; and
(v) any change in the location of any Account.
(b) In addition, the Securities Administrator shall promptly furnish to the Rating Agencies copies of
each Statement to Securityholders described in Section 5.04 hereof; if the Indenture Trustee is acting as a
successor Master Servicer pursuant to Section 7.02 hereof, the Indenture Trustee shall notify the Rating Agencies
of any event that would result in the inability of the Indenture Trustee to make Advances and the Master Servicer
shall promptly furnish to each Rating Agency copies of the following:
(i) each annual statement as to compliance described in Section 3.17 hereof;
(ii) each annual assessment of compliance and attestation report described in Section 3.16
hereof; and
(iii) each notice delivered pursuant to Section 5.05(b) hereof which relates to the fact
that the Master Servicer has not made an Advance.
(c) All notices to the Rating Agencies provided for in this Agreement shall be in writing and sent by
first class mail, telecopy or overnight courier, as follows:
If to Moody's, to:
Xxxxx'x Investors Service, Inc.
00 Xxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Residential Mortgages
If to S&P, to:
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Residential Mortgages
SECTION 12.09. Further Assurances.
Notwithstanding any other provision of this Agreement, neither the Securityholders nor the Indenture
Trustee shall have any obligation to consent to any amendment or modification of this Agreement unless they have
been provided reasonable security or indemnity against their out-of-pocket expenses (including reasonable
attorneys' fees) to be incurred in connection therewith.
SECTION 12.10. Benefits of Agreement.
Nothing in this Agreement or in the Securities, expressed or implied, shall give to any Person, other
than the Securityholders and the parties hereto and their successors hereunder, any benefit or any legal or
equitable right, remedy or claim under this Agreement.
SECTION 12.11. [Reserved].
SECTION 12.12. 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 12.13. [Reserved].
SECTION 12.14. Execution by the Issuer.
It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and
delivered by Wilmington Trust Company, not individually or personally but solely as Owner Trustee of the Issuer,
in the exercise of the powers and authority conferred and vested in it as trustee, (b) each of the
representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as
personal representations, undertakings and agreements by Wilmington Trust Company but is made and intended for
the purpose of binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability
on Wilmington Trust Company, 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 and (d) under no circumstances shall Wilmington Trust Company be
personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or
failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this
Agreement or any other document.
IN WITNESS WHEREOF, the parties hereto have caused their names to be signed hereto by their respective
officers thereunto duly authorized, all as of the day and year first above written.
XXXXXXXXX MORTGAGE SECURITIES TRUST 2007-3
By: WILMINGTON TRUST COMPANY, not in its individual capacity
but solely as
Owner Trustee
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President
STRUCTURED ASSET MORTGAGE INVESTMENTS II INC., as Depositor
By: /s/ Xxxxx Xxxxxxxxxxx
Name: Xxxxx Xxxxxxxxxxx
Title: Senior Managing Director
LASALLE BANK NATIONAL ASSOCIATION, as Indenture Trustee and
Custodian
By: /s/ Xxxx Xxxxx
Name: Xxxx Xxxxx
Title: Vice President
XXXXX FARGO BANK, N.A.,
as Master Servicer
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President
XXXXX FARGO BANK, N.A.,
as Securities Administrator
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President
XXXXXXXXX MORTGAGE HOME LOANS, INC., as Initial Seller
By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: Senior Vice President
XXXXXXXXX MORTGAGE FUNDING, INC., as Seller
By: /s/ Xxxxxx Xxxxxxx
Name: Xxxxxx Xxxxxxx
Title: Senior Vice President
Solely for the purposes of Section 3.25,
accepted and agreed to by:
XXXXXXXXX MORTGAGE, INC.
By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: Senior Vice President
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 1st day of July 2007, before me, a notary public in and for said State, personally
appeared Xxxxx Xxxxxxxxxxx, known to me to be a Senior Managing Director of Structured Asset Mortgage Investments II Inc., a
Delaware 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/ Xxxxxxxx Xxxxxxxx
Notary Public
STATE OF NEW MEXICO )
) ss.:
COUNTY OF SANTA FE )
On the 1st day of July 2007, before me, a notary public in and for said State, personally
appeared Xxxxxxx X. Xxxxx known to me to be a Senior Vice President of Xxxxxxxxx Mortgage Home Loans, Inc., a
Delaware 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/ Xxxx X. Xxxxx
Notary Public
STATE OF NEW MEXICO )
) ss.:
COUNTY OF SANTA FE )
On the 1st day of July 2007, before me, a notary public in and for said State, personally
appeared Xxxxxx Xxxxxxx known to me to be a Senior Vice President of Xxxxxxxxx Mortgage Funding, Inc., a Delaware
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/ Xxxx X. Xxxxx
Notary Public
STATE OF ILLINOIS )
) ss.:
COUNTY OF XXXX )
On the 1st day of July 2007, before me, a notary public in and for said State, personally
appeared Xxxx Xxxxx known to me to be Vice President of LaSalle Bank National 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 and affixed my official seal the day and year in this
certificate first above written.
/s/ Xxxxxxxxx X. Xxxx
Notary Public
STATE OF DELAWARE )
) ss.:
COUNTY OF WILMINGTON )
On the 1st day of July 2007, before me, a notary public in and for said State, personally
appeared Xxxxx X. Xxxxxx, known to me to be Vice President of Wilmington Trust Company, 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 corporation, and acknowledged to me that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this
certificate first above written.
/s/ Xxxxxx X. Xxxxxx
Notary Public
STATE OF MARYLAND )
) ss.:
COUNTY OF XXXXXX )
On the 1st day of July 2007, before me, a notary public in and for said State, personally
appeared Xxxxx X. Xxxxxx, known to me to be a Vice President of Xxxxx Fargo Bank, N.A., and also known to me
to be the person who executed it on behalf of said corporation, and acknowledged to me that such corporation
executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this
certificate first above written.
/s/ Xxxxxx X. Xxxxxxx
Notary Public
SCHEDULE I
MORTGAGE LOAN SCHEDULE
Note Date Type Amount Status Stage
_____________________________________________________________________________________________________________________
09/11/2006 XXXX 700,000.00 OH IC
10/13/2006 XXXX 280,000.00 OH IC
07/06/2006 XXXX 625,000.00 OH IC
12/18/2006 XXXX 1,760,000.00 OH IC
09/06/2006 XXXX 975,000.00 OH FP
08/11/2006 XXXX 1,125,000.00 OH FP
09/01/2006 XXXX 760,000.00 OH FC
01/03/2007 XXXX 975,000.00 OH FP
12/11/2006 XXXX 1,882,000.00 OH FP
12/27/2006 XXXX 1,096,000.00 OH FP
03/08/2007 XXXX 862,500.00 OH IC
12/21/2006 XXXX 674,798.00 OH IC
02/19/2007 XXXX 1,137,500.00 OH IC
02/21/2007 XXXX 720,000.00 OH IC
02/16/2007 XXXX 336,000.00 OH IC
03/12/2007 XXXX 645,000.00 OH IC
02/28/2007 XXXX 770,000.00 OH IC
03/06/2007 XXXX 246,000.00 OH IC
04/18/2007 XXXX 250,000.00 OH IC
03/23/2007 XXXX 1,057,400.00 OH IC
02/16/2007 XXXX 712,500.00 OH IC
06/22/2006 XXXX 399,200.00 OH FP
02/23/2007 XXXX 204,000.00 OH IC
02/08/2007 XXXX 555,000.00 OH FP
02/26/2007 XXXX 530,000.00 OH IC
03/26/2007 XXXX 344,000.00 OH IC
02/26/2007 XXXX 2,252,500.00 OH IC
03/26/2007 XXXX 1,400,000.00 OH IC
03/27/2007 XXXX 850,000.00 OH IC
02/16/2007 XXXX 1,950,000.00 OH IC
04/25/2007 XXXX 1,550,000.00 OH IC
04/27/2007 XXXX 1,039,920.00 OH IC
04/04/2007 XXXX 1,235,000.00 OH IC
02/27/2007 XXXX 650,000.00 OH IC
03/16/2007 XXXX 1,880,000.00 OH IC
03/15/2007 XXXX 106,300.00 OH IC
03/19/2007 XXXX 221,250.00 OH IC
03/12/2007 XXXX 1,800,000.00 OH IC
03/09/2007 XXXX 310,000.00 OH IC
03/08/2007 XXXX 1,256,250.00 OH IC
03/27/2007 XXXX 406,400.00 OH IC
03/02/2007 XXXX 1,388,000.00 OH IC
02/26/2007 XXXX 108,000.00 OH IC
03/26/2007 XXXX 340,000.00 OH IC
03/08/2007 XXXX 1,293,750.00 OH IC
03/21/2007 XXXX 806,400.00 OH IC
03/26/2007 XXXX 1,000,000.00 OH IC
03/01/2007 XXXX 728,000.00 OH IC
02/27/2007 XXXX 1,000,000.00 OH IC
03/09/2007 XXXX 960,000.00 OH IC
02/22/2007 XXXX 560,000.00 OH IC
03/02/2007 XXXX 920,600.00 OH IC
04/10/2007 XXXX 525,000.00 OH IC
03/07/2007 XXXX 200,000.00 OH IC
03/27/2007 XXXX 251,100.00 OH IC
03/19/2007 XXXX 945,000.00 OH IC
03/29/2007 XXXX 1,160,000.00 OH IC
03/23/2007 XXXX 864,000.00 OH IC
03/26/2007 XXXX 1,060,000.00 OH IC
03/20/2007 XXXX 130,800.00 OH IC
03/28/2007 XXXX 625,000.00 OH IC
03/29/2007 XXXX 500,000.00 OH IC
03/19/2007 XXXX 760,000.00 OH IC
03/25/2007 XXXX 780,000.00 OH IC
03/23/2007 XXXX 832,000.00 OH IC
03/29/2007 XXXX 1,320,000.00 OH IC
03/19/2007 XXXX 1,400,000.00 OH IC
03/16/2007 XXXX 1,406,981.00 OH IC
03/19/2007 XXXX 2,000,000.00 OH IC
03/22/2007 XXXX 370,000.00 OH IC
03/08/2007 XXXX 2,200,000.00 OH IC
04/02/2007 XXXX 2,850,000.00 OH IC
03/23/2007 XXXX 900,000.00 OH IC
03/23/2007 XXXX 688,000.00 OH IC
03/13/2007 XXXX 300,000.00 OH IC
03/30/2007 XXXX 230,000.00 OH IC
03/19/2007 XXXX 626,500.00 OH IC
03/19/2007 XXXX 1,200,000.00 OH IC
03/23/2007 XXXX 1,102,000.00 OH IC
03/30/2007 XXXX 944,000.00 OH IC
03/20/2007 XXXX 472,000.00 OH IC
03/20/2007 XXXX 191,190.00 OH IC
03/19/2007 XXXX 150,000.00 OH IC
03/30/2007 XXXX 1,856,000.00 OH IC
03/19/2007 XXXX 481,550.00 OH IC
03/22/2007 XXXX 145,800.00 OH IC
03/23/2007 XXXX 2,094,800.00 OH IC
04/03/2007 XXXX 532,500.00 OH IC
03/27/2007 XXXX 123,600.00 OH IC
04/25/2007 XXXX 871,000.00 OH IC
04/18/2007 XXXX 1,960,000.00 OH IC
04/03/2007 XXXX 536,000.00 OH IC
03/23/2007 XXXX 840,000.00 OH IC
04/23/2007 XXXX 2,080,000.00 OH IC
04/20/2007 XXXX 1,436,000.00 OH IC
03/27/2007 XXXX 1,000,000.00 OH IC
03/23/2007 XXXX 2,200,000.00 OH IC
04/04/2007 XXXX 148,000.00 OH IC
04/30/2007 XXXX 476,000.00 OH IC
03/22/2007 XXXX 278,720.00 OH IC
04/23/2007 XXXX 1,260,000.00 OH IC
05/08/2007 XXXX 1,390,112.00 OH IC
04/27/2007 XXXX 1,510,000.00 OH IC
04/30/2007 XXXX 1,087,000.00 OH IC
04/24/2007 XXXX 565,600.00 OH IC
05/04/2007 XXXX 800,000.00 OH IC
04/17/2007 XXXX 556,400.00 OH IC
04/27/2007 XXXX 1,119,920.00 OH IC
05/03/2007 XXXX 3,250,000.00 OH IC
04/24/2007 XXXX 678,848.00 OH IC
05/02/2007 XXXX 815,000.00 OH IC
04/26/2007 XXXX 388,000.00 OH IC
05/04/2007 XXXX 479,200.00 OH IC
04/02/2007 XXXX 299,200.00 OH IC
04/25/2007 XXXX 600,000.00 OH IC
04/16/2007 XXXX 980,000.00 OH IC
04/25/2007 XXXX 1,283,200.00 OH IC
04/18/2007 XXXX 920,000.00 OH IC
04/30/2007 XXXX 345,000.00 OH IC
04/26/2007 XXXX 1,495,000.00 OH IC
04/26/2007 XXXX 1,253,625.00 OH IC
04/23/2007 XXXX 1,275,000.00 OH IC
04/16/2007 XXXX 980,000.00 OH IC
04/27/2007 XXXX 633,420.00 OH IC
04/26/2007 XXXX 112,000.00 OH IC
05/10/2007 XXXX 1,000,000.00 OH IC
04/20/2007 XXXX 1,188,000.00 OH IC
04/25/2007 XXXX 1,000,000.00 OH IC
04/19/2007 XXXX 474,500.00 OH IC
04/13/2007 XXXX 291,500.00 OH IC
05/18/2007 XXXX 1,308,000.00 OH IC
04/26/2007 XXXX 350,000.00 OH IC
05/10/2007 XXXX 1,747,500.00 OH IC
04/24/2007 XXXX 1,250,000.00 OH IC
05/01/2007 XXXX 282,000.00 OH IC
05/04/2007 XXXX 520,000.00 OH IC
05/17/2007 XXXX 88,000.00 OH IC
05/02/2007 XXXX 5,225,000.00 OH IC
05/16/2007 XXXX 1,640,000.00 OH IC
05/07/2007 XXXX 2,200,000.00 OH IC
05/17/2007 XXXX 1,400,000.00 OH IC
04/18/2007 XXXX 202,400.00 OH IC
04/20/2007 XXXX 206,000.00 OH IC
05/18/2007 XXXX 2,423,750.00 OH IC
05/11/2007 XXXX 98,875.00 OH IC
05/09/2007 XXXX 1,050,000.00 OH IC
04/30/2007 XXXX 220,000.00 OH IC
05/15/2007 XXXX 750,000.00 OH IC
05/17/2007 XXXX 369,449.00 OH IC
05/09/2007 XXXX 2,480,000.00 OH IC
05/15/2007 XXXX 674,353.00 OH IC
05/15/2007 XXXX 1,000,000.00 OH IC
05/11/2007 XXXX 542,750.00 OH IC
05/10/2007 XXXX 2,096,250.00 OH IC
05/11/2007 XXXX 2,000,000.00 OH IC
05/15/2007 XXXX 599,200.00 OH IC
05/14/2007 XXXX 350,000.00 OH IC
05/25/2006 XXXX 565,040.00 OH FC
04/21/2006 XXXX 295,369.00 OH FC
04/12/2006 XXXX 440,000.00 OH FC
06/27/2006 XXXX 2,520,000.00 OH FP
07/07/2006 XXXX 2,800,000.00 OH FP
06/02/2006 XXXX 3,500,000.00 OH FP
06/05/2006 XXXX 7,000,000.00 OH FP
06/27/2006 XXXX 9,999,999.00 OH FC
06/15/2006 XXXX 2,670,000.00 OH FP
06/02/2006 XXXX 3,780,000.00 OH FP
06/27/2006 XXXX 3,000,000.00 OH FP
06/26/2006 XXXX 3,300,000.00 OH FP
04/28/2006 XXXX 5,600,000.00 OH FC
05/24/2006 XXXX 3,640,000.00 OH FP
06/16/2006 XXXX 4,100,000.00 OH FP
08/25/2006 XXXX 3,000,000.00 OH FP
07/24/2006 XXXX 3,960,000.00 OH FC
07/21/2006 XXXX 2,812,500.00 OH FC
05/25/2006 XXXX 5,160,000.00 OH FC
07/10/2006 XXXX 2,765,000.00 OH FC
01/04/2007 XXXX 3,750,000.00 OH FP
07/07/2006 XXXX 3,430,000.00 OH FC
06/19/2006 XXXX 4,125,000.00 OH FP
06/22/2006 XXXX 2,870,000.00 OH FP
05/15/2006 XXXX 2,800,000.00 OH FP
08/10/2006 XXXX 3,920,000.00 OH FC
07/26/2006 XXXX 2,628,000.00 OH FC
08/01/2006 XXXX 2,865,000.00 OH FP
08/11/2006 XXXX 2,740,000.00 OH FC
08/10/2006 XXXX 4,462,500.00 OH FC
07/17/2006 XXXX 2,610,000.00 OH FP
08/11/2006 XXXX 2,550,000.00 OH FC
06/29/2006 XXXX 60,900.00 OH FP
07/07/2006 XXXX 2,625,000.00 OH FP
06/21/2006 XXXX 2,798,900.00 OH FC
06/16/2006 XXXX 2,730,000.00 OH FC
05/15/2006 XXXX 5,250,000.00 OH FP
05/12/2006 XXXX 2,900,000.00 OH FP
07/25/2006 XXXX 2,625,000.00 OH FC
08/18/2006 XXXX 3,556,000.00 OH FP
07/07/2006 XXXX 2,625,000.00 OH FP
08/08/2006 XXXX 3,750,000.00 OH FC
08/22/2006 XXXX 4,078,500.00 OH FC
07/03/2006 XXXX 3,600,000.00 OH FP
08/15/2006 XXXX 2,950,000.00 OH FC
08/03/2006 XXXX 3,187,500.00 OH FC
08/17/2006 XXXX 3,804,000.00 OH FP
10/03/2006 XXXX 3,059,027.00 OH FC
08/25/2006 XXXX 2,946,840.00 OH FC
10/09/2006 XXXX 3,220,000.00 OH FC
10/06/2003 XXXX 2,770,000.00 OH FC
10/16/2006 XXXX 2,814,167.00 OH FC
10/10/2006 XXXX 3,000,000.00 OH FC
09/07/2006 XXXX 2,850,000.00 OH FC
09/13/2006 XXXX 3,600,000.00 OH FC
09/27/2006 XXXX 3,000,000.00 OH FC
09/25/2006 XXXX 6,000,000.00 OH FC
06/20/2006 XXXX 4,620,000.00 OH FC
06/29/2006 XXXX 2,659,000.00 OH FP
05/23/2006 XXXX 5,503,200.00 OH FP
08/21/2006 XXXX 5,300,000.00 OH FC
08/09/2006 XXXX 3,800,000.00 OH FC
07/28/2006 XXXX 4,500,000.00 OH FC
07/12/2006 XXXX 3,850,000.00 OH FC
08/25/2006 XXXX 6,900,000.00 OH FP
07/18/2006 XXXX 4,300,000.00 OH FC
07/31/2006 XXXX 5,100,000.00 OH FP
07/27/2006 XXXX 4,165,000.00 OH FC
10/27/2006 XXXX 3,354,000.00 OH FC
10/26/2006 XXXX 2,900,000.00 OH FC
10/10/2006 XXXX 3,885,000.00 OH FC
10/18/2006 XXXX 2,534,500.00 OH FC
09/21/2006 XXXX 3,360,000.00 OH FC
07/25/2006 XXXX 7,000,000.00 OH FC
09/12/2006 XXXX 2,880,000.00 OH FC
10/02/2006 XXXX 2,987,000.00 OH FC
10/04/2006 XXXX 3,629,000.00 OH FC
10/02/2006 XXXX 2,999,999.00 OH FC
10/13/2006 XXXX 3,050,000.00 OH FC
10/17/2006 XXXX 3,650,000.00 OH FC
09/29/2006 XXXX 2,560,000.00 OH FC
10/30/2006 XXXX 2,992,500.00 OH FC
07/31/2006 XXXX 2,600,000.00 OH FC
09/22/2006 XXXX 4,375,000.00 OH FC
09/25/2006 XXXX 3,000,000.00 OH FC
09/15/2006 XXXX 3,120,448.00 OH FC
12/22/2006 XXXX 2,000,000.00 OH IC
03/28/2007 XXXX 300,000.00 OH IC
01/15/2007 XXXX 210,000.00 OH IC
01/22/2007 XXXX 345,000.00 OH IC
01/19/2007 XXXX 454,400.00 OH FP
03/20/2007 XXXX 2,650,000.00 OH IC
08/09/2006 XXXX 2,502,500.00 OH FP
08/04/2006 XXXX 2,640,000.00 OH FP
07/26/2006 XXXX 4,057,000.00 OH FC
08/11/2006 XXXX 3,000,000.00 OH FP
07/19/2006 XXXX 2,625,000.00 OH FP
08/18/2006 XXXX 6,200,000.00 OH FC
07/25/2006 XXXX 2,700,000.00 OH FP
01/24/2007 XXXX 376,000.00 OH FP
02/16/2007 XXXX 2,400,000.00 OH IC
07/01/2006 XXXX 401,718.00 OH FP
08/22/2006 XXXX 1,950,000.00 OH FP
02/16/2007 XXXX 380,000.00 OH IC
02/26/2007 XXXX 900,000.00 OH FP
02/08/2007 XXXX 177,000.00 OH IC
03/16/2007 XXXX 640,000.00 OH IC
04/05/2007 XXXX 2,895,000.00 OH IC
03/21/2007 XXXX 400,000.00 OH IC
03/08/2007 XXXX 210,000.00 OH IC
03/26/2007 XXXX 512,000.00 OH IC
03/25/2007 XXXX 576,000.00 OH IC
03/19/2007 XXXX 750,000.00 OH IC
03/29/2007 XXXX 585,000.00 OH IC
03/30/2007 XXXX 206,800.00 OH IC
03/27/2007 XXXX 489,000.00 OH IC
03/16/2007 XXXX 650,000.00 OH IC
03/22/2007 XXXX 2,000,000.00 OH IC
03/22/2007 XXXX 806,400.00 OH IC
03/17/2007 XXXX 505,000.00 OH IC
03/29/2007 XXXX 664,000.00 OH IC
03/21/2007 XXXX 323,200.00 OH IC
03/15/2007 XXXX 1,500,000.00 OH IC
03/30/2007 XXXX 375,000.00 OH IC
03/15/2007 XXXX 144,000.00 OH IC
03/22/2007 XXXX 215,200.00 OH IC
03/21/2007 XXXX 2,035,200.00 OH IC
03/22/2007 XXXX 1,581,444.00 OH IC
04/03/2007 XXXX 4,500,000.00 OH IC
03/29/2007 XXXX 2,340,000.00 OH IC
03/09/2007 XXXX 152,700.00 OH IC
04/06/2007 XXXX 620,000.00 OH IC
04/02/2007 XXXX 126,700.00 OH IC
03/23/2007 XXXX 1,270,000.00 OH IC
03/14/2007 XXXX 1,440,000.00 OH IC
03/23/2007 XXXX 1,000,000.00 OH IC
03/30/2007 XXXX 3,000,000.00 OH IC
03/19/2007 XXXX 954,800.00 OH IC
03/19/2007 XXXX 712,000.00 OH IC
03/13/2007 XXXX 628,000.00 OH IC
03/28/2007 XXXX 720,000.00 OH IC
03/28/2007 XXXX 1,563,200.00 OH IC
03/20/2007 XXXX 1,179,000.00 OH IC
04/02/2007 XXXX 268,000.00 OH IC
04/04/2007 XXXX 1,320,000.00 OH IC
04/06/2007 XXXX 160,800.00 OH IC
04/06/2007 XXXX 160,800.00 OH IC
03/19/2007 XXXX 880,000.00 OH IC
03/30/2007 XXXX 439,200.00 OH IC
03/23/2007 XXXX 1,600,000.00 OH IC
04/05/2007 XXXX 940,000.00 OH IC
04/04/2007 XXXX 720,000.00 OH IC
03/20/2007 XXXX 1,465,000.00 OH IC
03/23/2007 XXXX 1,108,000.00 OH IC
03/27/2007 XXXX 450,000.00 OH IC
04/03/2007 XXXX 1,388,000.00 OH IC
03/26/2007 XXXX 440,000.00 OH IC
04/10/2007 XXXX 50,000.00 OH IC
03/30/2007 XXXX 188,000.00 OH IC
03/22/2007 XXXX 1,800,000.00 OH IC
03/22/2007 XXXX 503,960.00 OH IC
03/21/2007 XXXX 757,000.00 OH IC
03/26/2007 XXXX 584,000.00 OH IC
04/03/2007 XXXX 675,000.00 OH IC
03/30/2007 XXXX 489,000.00 OH IC
03/28/2007 XXXX 563,950.00 OH IC
03/29/2007 XXXX 223,800.00 OH IC
03/23/2007 XXXX 1,400,000.00 OH IC
03/23/2007 XXXX 1,600,000.00 OH IC
03/23/2007 XXXX 578,400.00 OH IC
03/23/2007 XXXX 1,430,250.00 OH IC
04/02/2007 XXXX 1,280,000.00 OH IC
04/03/2007 XXXX 220,000.00 OH IC
03/30/2007 XXXX 265,930.00 OH IC
03/27/2007 XXXX 743,000.00 OH IC
04/02/2007 XXXX 664,000.00 OH IC
03/28/2007 XXXX 528,500.00 OH IC
03/30/2007 XXXX 612,000.00 OH IC
03/29/2007 XXXX 174,500.00 OH IC
04/03/2007 XXXX 2,760,000.00 OH IC
03/26/2007 XXXX 2,320,000.00 OH IC
03/29/2007 XXXX 1,760,000.00 OH IC
05/02/2007 XXXX 1,250,000.00 OH IC
03/28/2007 XXXX 3,000,000.00 OH IC
04/04/2007 XXXX 1,432,500.00 OH IC
03/28/2007 XXXX 680,000.00 OH IC
03/30/2007 XXXX 2,400,000.00 OH IC
04/05/2007 XXXX 172,000.00 OH IC
02/28/2005 XXXX 258,000.00 OH IP
04/05/2007 XXXX 768,000.00 OH IC
02/21/2007 XXXX 200,000.00 OH IC
01/29/2007 XXXX 299,250.00 OH IC
03/16/2007 XXXX 309,600.00 OH IC
03/23/2007 XXXX 356,000.00 OH IC
01/16/2004 XXXX 460,000.00 OH IP
04/04/2007 XXXX 7,837,500.00 OH IC
04/24/2007 XXXX 413,000.00 OH IC
04/19/2007 XXXX 1,800,000.00 OH FP
03/29/2007 XXXX 604,000.00 OH IC
03/26/2007 XXXX 588,000.00 OH IC
04/20/2007 XXXX 252,000.00 OH IC
04/20/2007 XXXX 975,000.00 OH IC
04/23/2007 XXXX 332,000.00 OH IC
05/14/2007 XXXX 676,000.00 OH IC
01/14/2002 XXXX 1,220,000.00 OH IP
04/26/2002 XXXX 400,000.00 OH IP
11/01/2001 XXXX 390,000.00 OH IP
03/27/2003 XXXX 790,000.00 OH IP
06/02/2003 XXXX 476,000.00 OH IP
02/27/2004 XXXX 251,350.00 OH IP
05/02/2003 XXXX 162,500.00 OH IP
12/17/2003 XXXX 350,000.00 OH IP
02/03/2004 XXXX 90,400.00 OH IP
02/13/2004 XXXX 401,700.00 OH IP
03/23/2004 XXXX 271,000.00 OH IP
09/15/2003 XXXX 737,600.00 OH IP
11/14/2003 XXXX 2,984,000.00 OH IP
12/15/2003 XXXX 500,000.00 OH IP
01/23/2004 XXXX 220,000.00 OH IP
01/30/2004 XXXX 900,000.00 OH IP
02/20/2004 XXXX 227,000.00 OH IP
02/17/2004 XXXX 650,000.00 OH IP
03/03/2004 XXXX 945,000.00 OH IP
03/04/2004 XXXX 239,950.00 OH IP
03/17/2004 XXXX 275,600.00 OH IP
03/23/2004 XXXX 577,500.00 OH IP
03/26/2004 XXXX 350,000.00 OH IP
03/19/2004 XXXX 366,400.00 OH IP
04/13/2004 XXXX 239,200.00 OH IP
03/24/2004 XXXX 568,000.00 OH IP
04/09/2004 XXXX 155,600.00 OH IP
04/20/2004 XXXX 143,900.00 OH IP
04/19/2004 XXXX 780,000.00 OH IP
04/19/2004 XXXX 860,000.00 OH IP
04/01/2004 XXXX 452,500.00 OH IP
04/28/2004 XXXX 540,000.00 OH IP
12/02/2004 XXXX 2,000,000.00 OH IP
09/03/2002 XXXX 1,300,000.00 OH IP
09/24/2002 XXXX 157,000.00 OH IP
01/09/2003 XXXX 303,200.00 OH IP
07/09/2002 XXXX 277,700.00 OH IP
05/24/2002 XXXX 93,000.00 OH IP
07/18/2002 XXXX 225,000.00 OH IP
01/02/2002 XXXX 140,000.00 OH IP
10/11/2002 XXXX 350,000.00 OH IP
01/10/2003 XXXX 480,000.00 OH IP
02/19/2003 XXXX 2,000,000.00 OH IP
03/26/2003 XXXX 515,000.00 OH IP
01/29/2004 XXXX 222,265.00 OH IP
05/29/2003 XXXX 174,000.00 OH IP
01/20/2004 XXXX 236,200.00 OH IP
03/04/2004 XXXX 160,000.00 OH IP
02/27/2004 XXXX 145,100.00 OH IP
03/18/2004 XXXX 212,000.00 OH IP
03/26/2004 XXXX 107,200.00 OH IP
04/12/2004 XXXX 555,000.00 OH IP
04/07/2004 XXXX 564,400.00 OH IP
01/29/2004 XXXX 584,500.00 OH IP
02/19/2004 XXXX 650,000.00 OH IP
03/18/2004 XXXX 289,750.00 OH IP
03/22/2004 XXXX 206,400.00 OH IP
03/12/2004 XXXX 205,500.00 OH IP
03/19/2004 XXXX 264,000.00 OH IP
04/02/2004 XXXX 975,000.00 OH IP
04/14/2004 XXXX 464,000.00 OH IP
03/31/2004 XXXX 156,000.00 OH IP
04/14/2004 XXXX 420,000.00 OH IP
04/30/2004 XXXX 238,400.00 OH IP
04/26/2004 XXXX 4,750,000.00 OH IP
04/20/2004 XXXX 1,200,000.00 OH IP
04/21/2004 XXXX 203,100.00 OH IP
03/22/2004 XXXX 607,900.00 OH IP
04/12/2004 XXXX 420,000.00 OH IP
04/30/2004 XXXX 500,000.00 OH IP
04/09/2004 XXXX 62,100.00 OH IP
04/09/2004 XXXX 329,000.00 OH IP
04/20/2004 XXXX 282,700.00 OH IP
04/20/2004 XXXX 333,800.00 OH IP
05/06/2004 XXXX 166,400.00 OH IP
04/23/2004 XXXX 450,000.00 OH IP
04/29/2004 XXXX 252,000.00 OH IP
04/16/2004 XXXX 599,700.00 OH IP
05/14/2004 XXXX 216,000.00 OH IP
04/12/2004 XXXX 285,100.00 OH IP
06/04/2004 XXXX 180,700.00 OH IP
06/28/2004 XXXX 165,000.00 OH IP
08/23/2004 XXXX 495,700.00 OH IP
07/26/2006 XXXX 1,448,000.00 OH FC
08/07/2006 XXXX 1,320,000.00 OH FP
08/17/2004 XXXX 1,100,000.00 OH FC
12/14/2006 XXXX 746,250.00 OH IC
11/20/2006 XXXX 3,045,000.00 OH FP
09/27/2006 XXXX 222,400.00 OH FP
10/30/2006 XXXX 200,000.00 OH FP
12/18/2006 XXXX 417,000.00 OH FP
12/15/2006 XXXX 570,950.00 OH IC
12/15/2006 XXXX 216,000.00 OH IC
12/14/2006 XXXX 317,000.00 OH IC
11/21/2006 XXXX 199,200.00 OH FP
11/28/2006 XXXX 524,000.00 OH FP
12/14/2006 XXXX 860,000.00 OH FP
12/22/2006 XXXX 5,700,000.00 OH FP
12/01/2006 XXXX 424,000.00 OH FC
12/06/2006 XXXX 750,000.00 OH FP
12/26/2006 XXXX 800,000.00 OH FP
12/29/2006 XXXX 1,960,000.00 OH FC
12/26/2006 XXXX 500,000.00 OH FP
05/17/2006 XXXX 440,000.00 OH IC
03/23/2007 XXXX 1,500,000.00 OH IC
12/15/2006 XXXX 72,000.00 OH FP
03/20/2007 XXXX 1,485,000.00 OH IC
03/02/2007 XXXX 520,000.00 OH IC
04/02/2007 XXXX 1,925,000.00 OH IC
02/15/2007 XXXX 1,750,000.00 OH FP
01/19/2007 XXXX 1,000,000.00 OH IC
01/29/2007 XXXX 192,500.00 OH FC
01/25/2007 XXXX 880,281.00 OH FP
04/19/2007 XXXX 1,569,000.00 OH IC
02/15/2007 XXXX 960,000.00 OH FC
01/15/2007 XXXX 400,000.00 OH FC
05/11/2007 XXXX 427,500.00 OH IC
10/25/2006 XXXX 200,000.00 OH FP
03/09/2007 XXXX 2,021,250.00 OH FP
02/23/2007 XXXX 488,000.00 OH IC
03/14/2007 XXXX 1,475,000.00 OH FP
07/20/2006 XXXX 1,000,000.00 OH FP
08/09/2006 XXXX 200,000.00 OH FP
08/07/2006 XXXX 1,359,200.00 OH FC
08/05/2006 XXXX 3,000,000.00 OH FP
08/11/2006 XXXX 643,200.00 OH FP
02/28/2007 XXXX 765,000.00 OH FP
02/26/2007 XXXX 2,650,000.00 OH FP
03/01/2007 XXXX 1,220,000.00 OH FP
02/26/2007 XXXX 1,560,000.00 OH FC
01/26/2007 XXXX 550,000.00 OH FC
03/09/2007 XXXX 114,800.00 OH FP
04/11/2007 XXXX 1,680,000.00 OH IC
04/03/2007 XXXX 352,000.00 OH IC
03/14/2007 XXXX 216,000.00 OH FP
03/09/2007 XXXX 1,750,000.00 OH FP
03/02/2007 XXXX 3,100,000.00 OH FP
02/15/2007 XXXX 720,000.00 OH FP
03/02/2007 XXXX 1,577,050.00 OH FP
02/05/2007 XXXX 329,600.00 OH FP
04/13/2007 XXXX 231,000.00 OH IC
02/10/2007 XXXX 106,000.00 OH IC
03/05/2007 XXXX 196,000.00 OH FP
03/08/2007 XXXX 1,125,000.00 OH FP
03/27/2007 XXXX 2,437,500.00 OH IC
02/23/2007 XXXX 2,590,000.00 OH FP
03/12/2007 XXXX 583,200.00 OH FP
02/22/2007 XXXX 656,250.00 OH FP
02/15/2007 XXXX 1,110,000.00 OH FC
03/05/2007 XXXX 2,300,000.00 OH IC
03/14/2007 XXXX 1,280,000.00 OH IC
02/14/2007 XXXX 3,500,000.00 OH IC
03/14/2007 XXXX 716,000.00 OH FP
04/09/2007 XXXX 2,400,000.00 OH IC
02/16/2007 XXXX 515,000.00 OH IC
02/28/2007 XXXX 599,740.00 OH FP
03/01/2007 XXXX 352,000.00 OH IC
02/28/2007 XXXX 181,600.00 OH FP
03/14/2007 XXXX 548,000.00 OH FP
02/15/2007 XXXX 99,600.00 OH FP
03/27/2007 XXXX 2,000,000.00 OH IC
03/16/2007 XXXX 950,000.00 OH FP
03/12/2007 XXXX 913,600.00 OH FP
03/23/2007 XXXX 999,000.00 OH IC
03/14/2007 XXXX 248,000.00 OH FP
03/30/2007 XXXX 600,000.00 OH IC
03/02/2007 XXXX 1,000,000.00 OH IC
03/01/2007 XXXX 218,000.00 OH FP
04/09/2007 XXXX 599,900.00 OH IC
04/02/2007 XXXX 540,000.00 OH IC
03/05/2007 XXXX 1,781,250.00 OH FP
03/20/2007 XXXX 448,000.00 OH FP
03/06/2007 XXXX 252,400.00 OH FP
04/02/2007 XXXX 234,000.00 OH IC
03/05/2007 XXXX 487,500.00 OH FC
03/08/2007 XXXX 456,000.00 OH FP
03/21/2007 XXXX 2,659,600.00 OH FP
03/30/2007 XXXX 524,000.00 OH IC
02/26/2007 XXXX 208,000.00 OH FP
03/27/2007 XXXX 876,000.00 OH FP
03/05/2007 XXXX 1,025,000.00 OH IC
03/09/2007 XXXX 950,000.00 OH FP
03/01/2007 XXXX 450,000.00 OH FP
02/22/2007 XXXX 2,168,000.00 OH IC
02/27/2007 XXXX 250,800.00 OH IC
03/30/2007 XXXX 206,800.00 OH IC
03/14/2007 XXXX 1,360,000.00 OH FP
03/06/2007 XXXX 630,000.00 OH FP
02/27/2007 XXXX 436,000.00 OH IC
03/30/2007 XXXX 2,224,000.00 OH IC
03/19/2007 XXXX 407,900.00 OH IC
03/19/2007 XXXX 231,908.00 OH IC
03/07/2007 XXXX 236,000.00 OH IC
03/16/2007 XXXX 825,000.00 OH IC
03/08/2007 XXXX 1,520,000.00 OH FP
04/25/2007 XXXX 1,000,000.00 OH IC
03/21/2007 XXXX 1,025,000.00 OH FP
04/04/2007 XXXX 2,000,000.00 OH IC
04/23/2007 XXXX 96,050.00 OH IC
03/12/2007 XXXX 870,000.00 OH IC
03/29/2007 XXXX 1,572,000.00 OH IC
04/04/2007 XXXX 1,304,000.00 OH IC
03/27/2007 XXXX 345,000.00 OH IC
03/28/2007 XXXX 107,200.00 OH IC
03/28/2007 XXXX 1,885,000.00 OH IC
03/22/2007 XXXX 280,000.00 OH FP
03/15/2007 XXXX 180,000.00 OH FP
04/10/2007 XXXX 377,200.00 OH IC
02/23/2007 XXXX 600,000.00 OH FP
03/16/2007 XXXX 256,800.00 OH IC
03/09/2007 XXXX 458,400.00 OH FP
04/10/2007 XXXX 1,336,500.00 OH IC
03/20/2007 XXXX 3,000,000.00 OH IC
05/03/2007 XXXX 567,000.00 OH IC
03/29/2007 XXXX 1,462,500.00 OH IC
04/03/2007 XXXX 1,875,000.00 OH IC
03/22/2007 XXXX 1,179,200.00 OH IC
03/16/2007 XXXX 1,308,750.00 OH FP
03/14/2007 XXXX 750,000.00 OH IC
03/23/2007 XXXX 935,000.00 OH IC
04/09/2007 XXXX 1,568,000.00 OH IC
04/06/2007 XXXX 810,000.00 OH IC
03/09/2007 XXXX 1,612,500.00 OH FP
04/05/2007 XXXX 3,770,000.00 OH IC
04/10/2007 XXXX 660,000.00 OH IC
04/18/2007 XXXX 1,680,000.00 OH IC
03/08/2007 XXXX 680,000.00 OH IC
04/02/2007 XXXX 197,600.00 OH IC
03/13/2007 XXXX 2,000,000.00 OH FP
03/12/2007 XXXX 700,000.00 OH FP
03/30/2007 XXXX 296,000.00 OH IC
04/06/2007 XXXX 1,080,000.00 OH IC
03/21/2007 XXXX 512,000.00 OH IC
03/26/2007 XXXX 338,000.00 OH IC
03/30/2007 XXXX 2,212,500.00 OH IC
03/26/2007 XXXX 1,000,000.00 OH IC
03/27/2007 XXXX 219,600.00 OH IC
04/06/2007 XXXX 631,200.00 OH IC
04/24/2007 XXXX 3,377,500.00 OH IC
04/30/2007 XXXX 1,160,000.00 OH IC
04/18/2007 XXXX 1,276,000.00 OH IC
03/21/2007 XXXX 1,200,000.00 OH IC
03/28/2007 XXXX 426,800.00 OH IC
03/30/2007 XXXX 3,044,100.00 OH IC
03/19/2007 XXXX 1,470,000.00 OH IC
03/08/2007 XXXX 1,020,000.00 OH IC
03/30/2007 XXXX 1,000,000.00 OH IC
04/06/2007 XXXX 800,000.00 OH IC
03/30/2007 XXXX 652,409.00 OH IC
04/03/2007 XXXX 1,226,160.00 OH IC
04/19/2007 XXXX 409,600.00 OH IC
04/09/2007 XXXX 1,604,000.00 OH IC
03/13/2007 XXXX 248,000.00 OH FP
04/02/2007 XXXX 1,875,000.00 OH IC
04/18/2007 XXXX 1,016,000.00 OH IC
04/11/2007 XXXX 1,200,000.00 OH IC
03/29/2007 XXXX 273,900.00 OH IC
04/06/2007 XXXX 480,000.00 OH IC
03/29/2007 XXXX 2,200,000.00 OH IC
03/21/2007 XXXX 460,000.00 OH IC
03/16/2007 XXXX 260,000.00 OH IC
03/21/2007 XXXX 1,140,800.00 OH IC
03/14/2007 XXXX 2,000,000.00 OH IC
04/27/2007 XXXX 292,000.00 OH IC
03/30/2007 XXXX 1,125,000.00 OH IC
04/03/2007 XXXX 1,200,000.00 OH IC
04/24/2007 XXXX 330,000.00 OH IC
03/26/2007 XXXX 696,000.00 OH IC
04/06/2007 XXXX 260,000.00 OH IC
04/24/2007 XXXX 800,000.00 OH IC
04/04/2007 XXXX 975,000.00 OH IC
04/04/2007 XXXX 525,000.00 OH IC
04/02/2007 XXXX 3,445,000.00 OH IC
04/09/2007 XXXX 990,900.00 OH IC
04/02/2007 XXXX 1,400,000.00 OH IC
03/16/2007 XXXX 748,000.00 OH FP
03/13/2007 XXXX 501,000.00 OH FP
03/21/2007 XXXX 1,400,000.00 OH FP
03/15/2007 XXXX 612,700.00 OH FP
03/14/2007 XXXX 700,000.00 OH FP
03/15/2007 XXXX 4,750,000.00 OH IC
04/05/2007 XXXX 256,000.00 OH IC
04/02/2007 XXXX 928,800.00 OH IC
04/06/2007 XXXX 1,440,000.00 OH IC
03/29/2007 XXXX 762,966.00 OH IC
04/12/2007 XXXX 126,240.00 OH IC
03/23/2007 XXXX 647,500.00 OH IC
04/06/2007 XXXX 1,516,000.00 OH IC
04/05/2007 XXXX 1,640,000.00 OH IC
03/27/2007 XXXX 197,400.00 OH IC
03/27/2007 XXXX 225,600.00 OH IC
03/30/2007 XXXX 186,400.00 OH IC
04/05/2007 XXXX 468,000.00 OH IC
03/28/2007 XXXX 1,960,000.00 OH IC
04/05/2007 XXXX 700,000.00 OH IC
03/16/2007 XXXX 1,350,000.00 OH IC
04/03/2007 XXXX 1,017,500.00 OH IC
03/29/2007 XXXX 1,847,800.00 OH IC
03/06/2007 XXXX 588,000.00 OH FP
03/20/2007 XXXX 2,470,000.00 OH IC
03/28/2007 XXXX 399,000.00 OH IC
03/29/2007 XXXX 2,005,000.00 OH IC
03/22/2007 XXXX 2,000,000.00 OH IC
03/20/2007 XXXX 2,159,250.00 OH IC
04/09/2007 XXXX 1,124,400.00 OH IC
04/27/2007 XXXX 680,000.00 OH IC
03/19/2007 XXXX 2,174,250.00 OH IC
04/17/2007 XXXX 681,300.00 OH IC
04/06/2007 XXXX 614,000.00 OH IC
03/16/2007 XXXX 1,240,000.00 OH FP
04/05/2007 XXXX 1,000,000.00 OH IC
04/10/2007 XXXX 620,000.00 OH IC
03/30/2007 XXXX 122,400.00 OH IC
03/28/2007 XXXX 937,500.00 OH IC
04/23/2007 XXXX 1,520,000.00 OH IC
04/06/2007 XXXX 107,200.00 OH IC
04/11/2007 XXXX 1,593,750.00 OH IC
04/09/2007 XXXX 1,300,000.00 OH IC
03/20/2007 XXXX 425,000.00 OH FP
03/23/2007 XXXX 464,000.00 OH IC
04/11/2007 XXXX 384,800.00 OH IC
04/27/2007 XXXX 557,300.00 OH IC
04/02/2007 XXXX 396,824.00 OH IC
04/06/2007 XXXX 800,000.00 OH IC
04/04/2007 XXXX 1,218,000.00 OH IC
04/16/2007 XXXX 310,464.00 OH IC
04/03/2007 XXXX 1,840,000.00 OH IC
03/29/2007 XXXX 540,000.00 OH IC
03/21/2007 XXXX 379,500.00 OH IC
04/20/2007 XXXX 2,280,000.00 OH IC
03/22/2007 XXXX 1,596,000.00 OH IC
03/27/2007 XXXX 1,787,500.00 OH IC
03/19/2007 XXXX 3,000,000.00 OH IC
04/25/2007 XXXX 607,000.00 OH IC
03/30/2007 XXXX 1,113,750.00 OH IC
03/28/2007 XXXX 624,000.00 OH IC
04/16/2007 XXXX 1,530,000.00 OH IC
04/17/2007 XXXX 2,000,000.00 OH IC
03/07/2007 XXXX 820,000.00 OH FP
03/27/2007 XXXX 436,750.00 OH IC
04/18/2007 XXXX 1,684,000.00 OH IC
02/27/2007 XXXX 382,400.00 OH IC
04/30/2007 XXXX 552,000.00 OH IC
04/05/2007 XXXX 352,000.00 OH IC
03/30/2007 XXXX 3,190,000.00 OH IC
04/17/2007 XXXX 450,000.00 OH IC
04/16/2007 XXXX 368,000.00 OH IC
03/28/2007 XXXX 540,000.00 OH IC
04/02/2007 XXXX 3,100,000.00 OH IC
03/26/2007 XXXX 892,000.00 OH IC
04/05/2007 XXXX 187,200.00 OH IC
04/13/2007 XXXX 192,984.00 OH IC
04/11/2007 XXXX 58,160.00 OH IC
04/20/2007 XXXX 2,137,500.00 OH IC
04/12/2007 XXXX 232,000.00 OH IC
04/06/2007 XXXX 1,000,000.00 OH IC
03/21/2007 XXXX 880,000.00 OH IC
04/25/2007 XXXX 650,000.00 OH IC
04/13/2007 XXXX 2,312,000.00 OH IC
03/29/2007 XXXX 2,765,000.00 OH IC
04/11/2007 XXXX 1,800,000.00 OH IC
04/02/2007 XXXX 1,425,000.00 OH IC
04/02/2007 XXXX 2,485,000.00 OH IC
04/02/2007 XXXX 937,500.00 OH IC
04/02/2007 XXXX 500,000.00 OH IC
03/28/2007 XXXX 3,750,000.00 OH IC
04/06/2007 XXXX 1,000,000.00 OH IC
04/24/2007 XXXX 1,300,000.00 OH IC
03/29/2007 XXXX 480,000.00 OH IC
03/21/2007 XXXX 584,000.00 OH FP
04/05/2007 XXXX 1,312,500.00 OH IC
04/20/2007 XXXX 486,000.00 OH IC
04/16/2007 XXXX 1,000,000.00 OH IC
04/13/2007 XXXX 510,000.00 OH IC
04/04/2007 XXXX 460,000.00 OH IC
03/30/2007 XXXX 2,625,000.00 OH IC
04/13/2007 XXXX 228,750.00 OH IC
04/02/2007 XXXX 1,300,000.00 OH IC
04/20/2007 XXXX 483,000.00 OH IC
04/23/2007 XXXX 124,000.00 OH IC
04/13/2007 XXXX 799,200.00 OH IC
04/05/2007 XXXX 3,388,000.00 OH IC
04/05/2007 XXXX 593,550.00 OH IC
04/10/2007 XXXX 417,000.00 OH IC
04/02/2007 XXXX 767,200.00 OH IC
01/26/2007 XXXX 1,000,000.00 OH IC
01/26/2007 XXXX 720,000.00 OH IC
03/02/2007 XXXX 510,400.00 OH IC
04/05/2007 XXXX 823,500.00 OH IC
01/16/2007 XXXX 472,000.00 OH FC
02/08/2007 XXXX 162,800.00 OH IC
02/06/2007 XXXX 416,800.00 OH IC
04/09/2007 XXXX 3,000,000.00 OH IC
04/11/2007 XXXX 360,000.00 OH IC
04/04/2007 XXXX 628,800.00 OH IC
04/12/2007 XXXX 1,500,000.00 OH IC
04/05/2007 XXXX 225,000.00 OH FP
04/12/2007 XXXX 1,412,000.00 OH IC
04/03/2007 XXXX 335,000.00 OH IC
04/03/2007 XXXX 525,000.00 OH IC
04/04/2007 XXXX 950,000.00 OH IC
04/09/2007 XXXX 182,250.00 OH IC
04/27/2007 XXXX 1,628,000.00 OH IC
04/11/2007 XXXX 3,500,000.00 OH IC
04/09/2007 XXXX 1,200,000.00 OH IC
04/24/2007 XXXX 694,000.00 OH IC
04/13/2007 XXXX 1,950,000.00 OH IC
04/13/2007 XXXX 540,000.00 OH IC
04/10/2007 XXXX 279,300.00 OH IC
04/13/2007 XXXX 608,000.00 OH IC
04/30/2007 XXXX 423,200.00 OH IC
05/03/2007 XXXX 1,150,000.00 OH IC
04/11/2007 XXXX 1,720,000.00 OH IC
04/19/2007 XXXX 255,200.00 OH IC
04/17/2007 XXXX 688,000.00 OH IC
04/12/2007 XXXX 1,000,000.00 OH IC
04/12/2007 XXXX 232,000.00 OH IC
04/12/2007 XXXX 110,000.00 OH IC
04/12/2007 XXXX 179,600.00 OH IC
04/16/2007 XXXX 1,500,000.00 OH IC
04/18/2007 XXXX 702,000.00 OH IC
03/27/2007 XXXX 1,820,000.00 OH IC
04/05/2007 XXXX 500,000.00 OH IC
04/05/2007 XXXX 417,500.00 OH IC
04/11/2007 XXXX 620,000.00 OH IC
04/24/2007 XXXX 1,552,000.00 OH IC
04/20/2007 XXXX 620,000.00 OH IC
03/28/2007 XXXX 1,425,000.00 OH IC
04/20/2007 XXXX 530,000.00 OH IC
04/16/2007 XXXX 245,520.00 OH IC
04/27/2007 XXXX 900,000.00 OH IC
04/20/2007 XXXX 360,000.00 OH IC
04/30/2007 XXXX 119,000.00 OH IC
04/16/2007 XXXX 570,000.00 OH IC
04/19/2007 XXXX 1,700,000.00 OH IC
04/05/2007 XXXX 575,000.00 OH IC
04/04/2007 XXXX 260,000.00 OH IC
03/29/2007 XXXX 1,610,000.00 OH IC
04/13/2007 XXXX 135,000.00 OH IC
04/17/2007 XXXX 1,481,250.00 OH IC
04/20/2007 XXXX 165,000.00 OH IC
04/13/2007 XXXX 600,000.00 OH FP
04/06/2007 XXXX 476,250.00 OH IC
04/05/2007 XXXX 256,000.00 OH IC
04/09/2007 XXXX 1,200,000.00 OH IC
02/23/2007 XXXX 550,000.00 OH IC
05/04/2007 XXXX 868,000.00 OH IC
04/25/2007 XXXX 1,500,000.00 OH IC
04/23/2007 XXXX 1,900,000.00 OH IC
04/18/2007 XXXX 272,000.00 OH IC
04/16/2007 XXXX 1,480,000.00 OH IC
04/19/2007 XXXX 250,000.00 OH IC
04/17/2007 XXXX 2,640,000.00 OH IC
04/18/2007 XXXX 2,235,000.00 OH IC
04/25/2007 XXXX 999,950.00 OH IC
04/16/2007 XXXX 1,600,000.00 OH FP
04/26/2007 XXXX 451,250.00 OH IC
04/19/2007 XXXX 532,500.00 OH IC
04/23/2007 XXXX 1,135,200.00 OH IC
04/25/2007 XXXX 1,000,000.00 OH IC
04/19/2007 XXXX 796,000.00 OH FP
04/20/2007 XXXX 800,000.00 OH IC
04/25/2007 XXXX 1,107,000.00 OH IC
04/20/2007 XXXX 650,000.00 OH IC
04/25/2007 XXXX 724,000.00 OH IC
04/19/2007 XXXX 384,000.00 OH IC
04/23/2007 XXXX 3,330,000.00 OH IC
05/17/2007 XXXX 1,237,000.00 OH IC
04/26/2007 XXXX 2,132,500.00 OH IC
04/23/2007 XXXX 1,237,500.00 OH IC
04/19/2007 XXXX 190,000.00 OH IC
04/18/2007 XXXX 6,900,000.00 OH IC
03/23/2007 XXXX 383,500.00 OH FP
04/23/2007 XXXX 1,475,000.00 OH IC
04/23/2007 XXXX 520,000.00 OH IC
04/12/2007 XXXX 320,000.00 OH FP
04/24/2007 XXXX 700,000.00 OH IC
04/19/2007 XXXX 1,675,000.00 OH IC
04/13/2007 XXXX 618,750.00 OH IC
05/02/2007 XXXX 1,417,500.00 OH IC
04/20/2007 XXXX 429,000.00 OH IC
04/11/2007 XXXX 1,200,000.00 OH IC
05/08/2007 XXXX 1,999,990.00 OH IC
04/18/2007 XXXX 690,000.00 OH IC
05/03/2007 XXXX 4,700,000.00 OH IC
05/09/2007 XXXX 1,800,000.00 OH IC
05/15/2007 XXXX 809,000.00 OH IC
05/09/2007 XXXX 784,000.00 OH IC
05/11/2007 XXXX 2,560,000.00 OH IC
05/14/2007 XXXX 650,000.00 OH IC
04/24/2007 XXXX 542,500.00 OH IC
02/03/2004 XXXX 1,700,000.00 OH IP
03/31/2004 XXXX 136,000.00 OH IP
05/16/2007 XXXX 1,800,000.00 OH IC
05/18/2007 XXXX 216,500.00 OH IC
05/18/2007 XXXX 108,800.00 OH IC
05/04/2007 XXXX 164,000.00 OH IC
05/18/2007 XXXX 560,000.00 OH IC
07/17/2002 XXXX 175,000.00 OH IP
07/26/2006 WHOL 304,000.00 OH RD
01/05/2007 WHOL 228,000.00 OH RD
04/01/2004 WHOL 2,240,000.00 OH IP
04/06/2007 WHOL 2,800,000.00 OH IP
03/26/2007 WHOL 4,775,950.00 OH RD
07/06/2006 WHOL 1,662,500.00 OH FP
10/27/2006 WHOL 1,000,000.00 OH IC
11/30/2006 WHOL 225,000.00 OH FP
06/26/2006 WHOL 1,397,500.00 OH FC
04/20/2006 WHOL 945,000.00 OH FC
07/07/2006 WHOL 281,700.00 OH FP
07/12/2006 WHOL 525,000.00 OH FC
08/17/2006 WHOL 472,000.00 OH FP
09/22/2006 WHOL 272,300.00 OH FP
10/11/2006 WHOL 458,000.00 OH FC
10/10/2006 WHOL 212,111.00 OH FC
10/24/2006 WHOL 1,000,000.00 OH FP
10/23/2006 WHOL 640,000.00 OH FC
07/06/2006 WHOL 4,000,000.00 OH FC
06/12/2006 WHOL 4,620,000.00 OH IP
11/15/2006 WHOL 524,000.00 OH FC
12/08/2006 WHOL 246,800.00 OH IC
11/27/2006 WHOL 700,000.00 OH FP
11/22/2006 WHOL 3,975,000.00 OH FP
12/06/2006 WHOL 1,540,000.00 OH FP
06/16/2006 WHOL 3,840,000.00 OH FP
03/28/2007 WHOL 692,000.00 OH FP
03/27/2007 WHOL 866,000.00 OH FP
03/22/2007 WHOL 250,000.00 OH FP
04/27/2007 WHOL 528,000.00 OH IC
03/02/2007 WHOL 1,693,500.00 OH FP
02/14/2007 WHOL 413,000.00 OH FP
01/23/2007 WHOL 223,440.00 OH IC
04/23/2007 WHOL 1,575,000.00 OH IC
04/02/2007 WHOL 200,000.00 OH FP
03/21/2007 WHOL 1,500,000.00 OH FP
02/14/2007 WHOL 200,000.00 OH FP
03/09/2007 WHOL 647,000.00 OH FP
04/09/2007 WHOL 280,000.00 OH FP
03/02/2007 WHOL 397,100.00 OH IC
04/19/2007 WHOL 604,000.00 OH FP
03/08/2007 WHOL 1,000,000.00 OH FP
02/15/2007 WHOL 399,200.00 OH FP
04/01/2007 WHOL 495,000.00 OH IC
04/17/2007 WHOL 3,150,000.00 OH IC
04/06/2007 WHOL 520,000.00 OH FP
03/23/2007 WHOL 216,650.00 OH IC
03/16/2007 WHOL 332,500.00 OH FP
03/16/2007 WHOL 343,000.00 OH FP
03/16/2007 WHOL 409,500.00 OH FP
03/16/2007 WHOL 409,500.00 OH FP
03/16/2007 WHOL 404,000.00 OH FP
02/26/2007 WHOL 1,150,000.00 OH FP
03/13/2007 WHOL 608,000.00 OH FP
04/05/2007 WHOL 2,630,000.00 OH FP
03/12/2007 WHOL 305,000.00 OH FP
03/19/2007 WHOL 1,148,000.00 OH IC
04/12/2007 WHOL 300,000.00 OH FP
04/03/2007 WHOL 507,985.00 OH FP
03/09/2007 WHOL 500,000.00 OH FP
04/05/2007 WHOL 563,190.00 OH FP
04/03/2007 WHOL 1,440,000.00 OH FP
04/13/2007 WHOL 242,000.00 OH IC
03/26/2007 WHOL 1,000,000.00 OH IC
03/14/2007 WHOL 693,000.00 OH IC
04/18/2007 WHOL 380,000.00 OH FP
04/20/2007 WHOL 1,170,000.00 OH IC
04/25/2007 WHOL 1,760,000.00 OH FP
03/28/2007 WHOL 500,000.00 OH FP
03/21/2007 WHOL 880,000.00 OH FP
04/19/2007 WHOL 3,200,000.00 OH IC
03/13/2007 WHOL 561,600.00 OH FP
03/26/2007 WHOL 1,180,000.00 OH FP
03/23/2007 WHOL 340,000.00 OH IC
05/15/2007 WHOL 262,000.00 OH IC
03/22/2007 WHOL 584,200.00 OH IC
04/18/2007 WHOL 900,000.00 OH IC
03/12/2007 WHOL 1,225,000.00 OH IC
03/22/2007 WHOL 631,000.00 OH FP
04/13/2007 WHOL 940,000.00 OH FP
04/09/2007 WHOL 2,500,000.00 OH FP
04/27/2007 WHOL 2,400,000.00 OH FP
04/17/2007 WHOL 461,000.00 OH IC
03/12/2007 WHOL 360,000.00 OH FP
04/16/2007 WHOL 350,000.00 OH FP
03/12/2007 WHOL 2,240,000.00 OH IC
04/10/2007 WHOL 332,000.00 OH FP
04/20/2007 WHOL 700,000.00 OH FP
04/02/2007 WHOL 3,040,000.00 OH FP
04/02/2007 WHOL 460,000.00 OH FP
03/21/2007 WHOL 555,000.00 OH IC
03/23/2007 WHOL 993,750.00 OH FP
04/06/2007 WHOL 1,190,000.00 OH FP
04/19/2007 WHOL 1,632,000.00 OH IC
04/21/2007 WHOL 2,800,000.00 OH IC
04/24/2007 WHOL 1,890,000.00 OH FP
04/02/2007 WHOL 1,272,800.00 OH FP
03/22/2007 WHOL 1,660,000.00 OH FP
03/29/2007 WHOL 200,000.00 OH FP
04/06/2007 WHOL 2,250,000.00 OH FP
03/21/2007 WHOL 300,000.00 OH FP
04/05/2007 WHOL 508,200.00 OH FP
03/28/2007 WHOL 775,000.00 OH FP
04/13/2007 WHOL 800,000.00 OH FP
04/19/2007 WHOL 1,000,000.00 OH FP
03/20/2007 WHOL 482,400.00 OH FP
04/09/2007 WHOL 1,000,000.00 OH FP
05/02/2007 WHOL 382,000.00 OH IC
03/26/2007 WHOL 150,000.00 OH FP
04/06/2007 WHOL 1,381,100.00 OH FP
04/02/2007 WHOL 512,500.00 OH FP
04/18/2007 WHOL 926,000.00 OH IC
05/04/2007 WHOL 67,500.00 OH IC
04/13/2007 WHOL 311,200.00 OH FP
04/23/2007 WHOL 1,600,701.00 OH IC
03/29/2007 WHOL 800,000.00 OH IC
04/09/2007 WHOL 750,000.00 OH IC
04/23/2007 WHOL 1,347,500.00 OH IC
03/30/2007 WHOL 900,000.00 OH IC
04/17/2007 WHOL 580,000.00 OH FP
04/06/2007 WHOL 2,000,000.00 OH FP
04/18/2007 WHOL 3,250,000.00 OH IC
04/24/2007 WHOL 900,000.00 OH FP
04/05/2007 WHOL 663,200.00 OH FP
03/22/2007 WHOL 908,100.00 OH IC
04/16/2007 WHOL 1,650,000.00 OH FP
04/12/2007 WHOL 264,000.00 OH IC
04/20/2007 WHOL 176,000.00 OH IC
03/29/2007 WHOL 213,000.00 OH FP
04/13/2007 WHOL 1,756,000.00 OH FP
04/10/2007 WHOL 4,165,000.00 OH FP
04/03/2007 WHOL 212,440.00 OH IC
03/30/2007 WHOL 2,314,000.00 OH IC
04/25/2007 WHOL 1,997,500.00 OH FP
03/29/2007 WHOL 1,900,000.00 OH FP
04/19/2007 WHOL 1,050,000.00 OH FP
04/20/2007 WHOL 488,000.00 OH IC
04/13/2007 WHOL 1,502,800.00 OH IC
04/13/2007 WHOL 532,000.00 OH FP
04/04/2007 WHOL 975,000.00 OH IC
04/03/2007 WHOL 924,000.00 OH FP
03/30/2007 WHOL 341,250.00 OH IC
04/27/2007 WHOL 1,402,500.00 OH IC
04/30/2007 WHOL 1,750,000.00 OH IC
04/06/2007 WHOL 1,312,500.00 OH FP
03/19/2007 WHOL 1,100,000.00 OH FP
04/30/2007 WHOL 400,000.00 OH IC
04/12/2007 WHOL 1,055,000.00 OH IC
04/09/2007 WHOL 705,000.00 OH IC
04/10/2007 WHOL 1,012,500.00 OH IC
04/12/2007 WHOL 496,000.00 OH FP
04/05/2007 WHOL 1,280,000.00 OH FP
03/28/2007 WHOL 1,280,000.00 OH IC
03/28/2007 WHOL 675,000.00 OH FP
04/25/2007 WHOL 233,400.00 OH IC
04/12/2007 WHOL 308,000.00 OH IC
04/03/2007 WHOL 880,000.00 OH FP
04/13/2007 WHOL 750,000.00 OH IC
04/12/2007 WHOL 90,000.00 OH IC
04/03/2007 WHOL 550,000.00 OH FP
04/13/2007 WHOL 545,000.00 OH IC
04/13/2007 WHOL 3,400,000.00 OH IC
04/26/2007 WHOL 1,211,840.00 OH FP
04/20/2007 WHOL 2,348,000.00 OH FP
04/12/2007 WHOL 388,000.00 OH FP
04/20/2007 WHOL 508,000.00 OH IC
04/04/2007 WHOL 1,000,000.00 OH FP
04/11/2007 WHOL 1,500,000.00 OH FP
03/29/2007 WHOL 708,000.00 OH FP
04/18/2007 WHOL 960,000.00 OH IC
03/30/2007 WHOL 800,000.00 OH FP
04/13/2007 WHOL 756,000.00 OH IC
05/02/2007 WHOL 2,100,000.00 OH IC
04/12/2007 WHOL 504,000.00 OH FP
04/01/2007 WHOL 1,100,000.00 OH FP
04/04/2007 WHOL 240,000.00 OH IC
04/12/2007 WHOL 431,960.00 OH IC
04/13/2007 WHOL 625,000.00 OH FP
05/01/2007 WHOL 1,428,000.00 OH IC
04/18/2007 WHOL 445,000.00 OH FP
04/03/2007 WHOL 1,097,000.00 OH FP
04/09/2007 WHOL 210,000.00 OH FP
04/13/2007 WHOL 340,000.00 OH IC
04/12/2007 WHOL 2,485,000.00 OH FP
04/16/2007 WHOL 4,000,000.00 OH IC
04/13/2007 WHOL 4,550,000.00 OH FP
04/20/2007 WHOL 656,000.00 OH FP
04/18/2007 WHOL 337,500.00 OH IC
04/17/2007 WHOL 492,000.00 OH FP
04/12/2007 WHOL 260,500.00 OH FP
04/09/2007 WHOL 300,000.00 OH FP
04/09/2007 WHOL 304,000.00 OH FP
04/13/2007 WHOL 132,000.00 OH IC
05/04/2007 WHOL 1,960,000.00 OH IC
04/09/2007 WHOL 3,272,500.00 OH FP
04/12/2007 WHOL 1,248,000.00 OH FP
04/20/2007 WHOL 1,520,000.00 OH FP
04/20/2007 WHOL 500,000.00 OH FP
04/25/2007 WHOL 300,000.00 OH IC
04/12/2007 WHOL 182,400.00 OH FP
04/12/2007 WHOL 339,000.00 OH IC
04/13/2007 WHOL 416,000.00 OH FP
04/30/2007 WHOL 2,325,000.00 OH IC
04/10/2007 WHOL 258,400.00 OH FP
04/25/2007 WHOL 2,272,500.00 OH FP
04/11/2007 WHOL 1,520,000.00 OH FP
04/20/2007 WHOL 1,119,930.00 OH IC
04/25/2007 WHOL 1,920,000.00 OH FP
03/23/2007 WHOL 636,000.00 OH IC
04/12/2007 WHOL 920,500.00 OH FP
04/20/2007 WHOL 305,000.00 OH FP
04/13/2007 WHOL 905,000.00 OH IC
04/05/2007 WHOL 1,500,000.00 OH IC
04/13/2007 WHOL 1,900,000.00 OH FP
04/17/2007 WHOL 459,200.00 OH FP
04/27/2007 WHOL 2,537,500.00 OH FP
04/26/2007 WHOL 576,000.00 OH FP
04/26/2007 WHOL 348,000.00 OH IC
04/17/2007 WHOL 500,000.00 OH FP
04/13/2007 WHOL 3,000,000.00 OH FP
04/12/2007 WHOL 458,400.00 OH FP
04/06/2007 WHOL 1,625,000.00 OH FP
04/19/2007 WHOL 176,000.00 OH IC
05/01/2007 WHOL 1,554,000.00 OH IC
04/03/2007 WHOL 316,000.00 OH FP
04/30/2007 WHOL 1,081,500.00 OH FP
04/26/2007 WHOL 674,990.00 OH IC
04/23/2007 WHOL 800,000.00 OH IC
04/19/2007 WHOL 317,000.00 OH IC
04/26/2007 WHOL 500,000.00 OH FP
04/19/2007 WHOL 457,000.00 OH IC
04/26/2007 WHOL 990,000.00 OH IC
04/23/2007 WHOL 1,199,200.00 OH IC
05/01/2007 WHOL 250,000.00 OH IC
04/13/2007 WHOL 708,000.00 OH IC
04/03/2007 WHOL 962,000.00 OH FP
04/05/2007 WHOL 303,920.00 OH FP
04/13/2007 WHOL 1,024,000.00 OH FP
04/23/2007 WHOL 130,000.00 OH FP
04/25/2007 WHOL 1,820,000.00 OH FP
04/04/2007 WHOL 193,650.00 OH IC
04/04/2007 WHOL 191,200.00 OH IC
05/04/2007 WHOL 1,350,000.00 OH IC
05/07/2007 WHOL 2,062,500.00 OH IC
04/27/2007 WHOL 4,875,000.00 OH IC
04/17/2007 WHOL 484,800.00 OH FP
04/12/2007 WHOL 569,000.00 OH FP
05/03/2007 WHOL 738,500.00 OH IC
04/26/2007 WHOL 1,890,000.00 OH FP
05/01/2007 WHOL 692,000.00 OH IC
04/27/2007 WHOL 1,760,000.00 OH FP
04/20/2007 WHOL 724,800.00 OH IC
05/02/2007 WHOL 1,012,500.00 OH IC
04/19/2007 WHOL 4,690,000.00 OH FP
05/04/2007 WHOL 1,645,000.00 OH IC
05/04/2007 WHOL 423,900.00 OH IC
05/17/2007 WHOL 1,020,000.00 OH IC
07/07/2006 WHOL 1,250,000.00 OH FC
06/30/2006 WHOL 1,300,000.00 OH FC
02/03/2004 WHOL 3,750,000.00 OH FP
11/24/2003 WHOL 714,200.00 OH FC
04/30/2003 WHOL 579,750.00 OH FP
10/27/2003 WHOL 250,000.00 OH FP
08/18/2003 WHOL 1,610,000.00 OH FP
09/30/2003 WHOL 1,500,000.00 OH FP
03/07/2005 WHOL 348,700.00 OH FC
03/16/2005 WHOL 100,000.00 OH FC
11/06/2001 WHOL 428,800.00 OH FP
09/17/2004 WHOL 236,000.00 OH FP
12/19/2001 WHOL 1,000,000.00 OH FP
01/25/2002 WHOL 356,250.00 OH FP
01/31/2002 WHOL 310,500.00 OH FP
02/08/2002 WHOL 1,000,000.00 OH FP
02/12/2002 WHOL 290,000.00 OH FP
02/22/2002 WHOL 592,500.00 OH FP
03/06/2002 WHOL 560,250.00 OH FP
03/15/2002 WHOL 890,000.00 OH FP
03/22/2002 WHOL 191,800.00 OH FP
03/26/2002 WHOL 280,000.00 OH FP
09/11/2002 WHOL 956,250.00 OH FC
09/02/2004 WHOL 387,950.00 OH IP
11/28/2001 WHOL 800,000.00 OH RP
12/07/2001 WHOL 300,000.00 OH RP
11/21/2001 WHOL 66,000.00 OH FP
11/01/2002 WHOL 528,000.00 OH FP
08/26/2004 WHOL 400,000.00 OH FP
08/04/2006 WHOL 417,000.00 OH FP
08/10/2006 WHOL 780,000.00 OH FP
08/21/2006 WHOL 1,212,800.00 OH FC
09/08/2006 WHOL 971,250.00 OH FP
09/26/2006 WHOL 2,600,000.00 OH FP
11/26/2001 WHOL 395,000.00 OH RP
12/13/2001 WHOL 1,500,000.00 OH RP
12/17/2001 WHOL 288,000.00 OH RP
11/05/2003 WHOL 148,000.00 OH FP
12/23/2003 WHOL 350,000.00 OH FP
10/23/2000 WHOL 212,000.00 OH IP
05/18/2001 WHOL 142,400.00 OH IP
02/05/2002 WHOL 105,000.00 OH IP
04/17/2002 WHOL 208,800.00 OH IP
09/20/2002 WHOL 635,000.00 OH IP
07/31/2002 WHOL 200,800.00 OH IP
02/01/2002 WHOL 193,000.00 OH IP
05/16/2000 WHOL 392,000.00 OH IP
10/28/2002 WHOL 415,000.00 OH IP
11/18/2002 WHOL 510,000.00 OH IP
03/27/2003 WHOL 1,000,000.00 OH IP
04/25/2003 WHOL 387,800.00 OH IP
02/18/2004 WHOL 144,000.00 OH IP
02/11/2004 WHOL 196,962.00 OH IP
10/13/2003 WHOL 368,000.00 OH IP
02/06/2004 WHOL 224,000.00 OH IP
01/28/2004 WHOL 139,500.00 OH IP
03/01/2004 WHOL 169,600.00 OH IP
03/05/2004 WHOL 174,000.00 OH IP
02/23/2004 WHOL 300,000.00 OH IP
10/10/2003 WHOL 611,000.00 OH IP
01/13/2004 WHOL 344,000.00 OH IP
01/23/2004 WHOL 1,100,000.00 OH IP
01/16/2004 WHOL 225,000.00 OH IP
02/05/2004 WHOL 148,000.00 OH IP
02/06/2004 WHOL 500,000.00 OH IP
02/20/2004 WHOL 1,000,000.00 OH IP
02/06/2004 WHOL 232,000.00 OH IP
02/27/2004 WHOL 135,000.00 OH IP
02/17/2004 WHOL 204,000.00 OH IP
02/27/2004 WHOL 218,300.00 OH IP
03/19/2004 WHOL 1,000,000.00 OH IP
03/09/2004 WHOL 280,000.00 OH IP
03/29/2004 WHOL 820,000.00 OH IP
04/08/2004 WHOL 204,000.00 OH IP
03/29/2004 WHOL 377,600.00 OH IP
05/25/2004 WHOL 102,400.00 OH IP
08/11/2004 WHOL 175,000.00 OH IP
08/24/2004 WHOL 118,500.00 OH IP
12/15/2004 WHOL 12,500,000.00 OH IP
12/17/2004 WHOL 2,000,000.00 OH IP
09/16/2002 WHOL 312,000.00 OH IP
04/03/2002 WHOL 223,000.00 OH IP
12/30/2002 WHOL 840,000.00 OH IP
12/19/2002 WHOL 675,000.00 OH IP
05/12/2003 WHOL 67,500.00 OH IP
03/18/2004 WHOL 536,300.00 OH IP
03/18/2004 WHOL 269,700.00 OH IP
03/17/2004 WHOL 500,000.00 OH IP
10/03/2003 WHOL 1,387,500.00 OH IP
02/11/2004 WHOL 1,000,000.00 OH IP
02/02/2004 WHOL 485,600.00 OH IP
02/19/2004 WHOL 270,000.00 OH IP
03/01/2004 WHOL 124,800.00 OH IP
03/05/2004 WHOL 216,000.00 OH IP
03/25/2004 WHOL 800,000.00 OH IP
03/19/2004 WHOL 1,320,000.00 OH IP
03/04/2004 WHOL 333,700.00 OH IP
06/23/2004 WHOL 465,000.00 OH IP
07/15/2004 WHOL 185,000.00 OH IP
08/06/2004 WHOL 423,750.00 OH IP
09/10/2004 WHOL 268,000.00 OH IP
09/30/2004 WHOL 406,000.00 OH IP
12/14/2004 WHOL 900,000.00 OH IP
02/01/2002 WHOL 630,000.00 OH IP
12/14/2001 WHOL 840,000.00 OH IP
07/15/2002 WHOL 1,341,750.00 OH IP
09/23/2002 WHOL 195,000.00 OH IP
11/18/2002 WHOL 703,000.00 OH IP
01/17/2003 WHOL 1,400,000.00 OH IP
04/23/2004 WHOL 682,900.00 OH IP
09/04/2003 WHOL 840,000.00 OH IP
04/29/2003 WHOL 171,200.00 OH IP
03/29/2004 WHOL 77,100.00 OH IP
04/27/2004 WHOL 232,500.00 OH IP
04/29/2004 WHOL 432,000.00 OH IP
05/28/2004 WHOL 717,500.00 OH IP
05/27/2004 WHOL 552,000.00 OH IP
11/09/2004 WHOL 170,000.00 OH IP
12/01/2004 WHOL 277,000.00 OH IP
11/30/2004 WHOL 150,000.00 OH IP
10/05/2001 WHOL 320,000.00 OH RP
10/22/2001 WHOL 293,000.00 OH RP
02/05/2002 WHOL 640,000.00 OH RP
02/13/2002 WHOL 740,000.00 OH RP
12/14/2001 WHOL 1,000,000.00 OH RP
10/25/2001 WHOL 350,000.00 OH RP
10/26/2001 WHOL 499,000.00 OH RP
10/22/2001 WHOL 650,000.00 OH RP
01/08/2002 WHOL 371,750.00 OH RP
11/01/2001 WHOL 246,700.00 OH RP
11/07/2001 WHOL 600,000.00 OH RP
08/31/2000 WHOL 288,900.00 OH RP
04/19/2001 WHOL 430,000.00 OH RP
02/19/2002 WHOL 307,000.00 OH RP
12/18/2001 WHOL 275,000.00 OH RP
12/03/2001 WHOL 91,000.00 OH RP
11/12/2001 WHOL 1,670,000.00 OH RP
10/29/2001 WHOL 396,000.00 OH RP
11/16/2001 WHOL 364,800.00 OH RP
11/16/2001 WHOL 440,000.00 OH RP
11/13/2001 WHOL 725,000.00 OH RP
11/29/2001 WHOL 165,600.00 OH RP
11/20/2001 WHOL 216,000.00 OH RP
11/21/2001 WHOL 744,000.00 OH RP
11/29/2001 WHOL 860,000.00 OH RP
11/15/2001 WHOL 636,000.00 OH RP
11/29/2001 WHOL 350,000.00 OH RP
12/04/2001 WHOL 675,000.00 OH RP
12/05/2001 WHOL 1,600,000.00 OH RP
12/14/2001 WHOL 1,400,000.00 OH RP
12/03/2001 WHOL 494,250.00 OH RP
12/11/2001 WHOL 135,000.00 OH RP
12/21/2001 WHOL 240,750.00 OH RP
01/04/2002 WHOL 350,000.00 OH RP
12/27/2001 WHOL 316,000.00 OH RP
12/14/2001 WHOL 288,000.00 OH RP
03/21/2002 WHOL 630,000.00 OH RP
03/06/2002 WHOL 916,000.00 OH RP
12/19/2001 WHOL 400,000.00 OH RP
01/16/2002 WHOL 139,000.00 OH RP
12/17/2001 WHOL 511,000.00 OH RP
01/17/2002 WHOL 700,000.00 OH RP
12/28/2001 WHOL 122,000.00 OH RP
12/18/2001 WHOL 400,000.00 OH RP
01/22/2002 WHOL 334,000.00 OH RP
01/24/2002 WHOL 100,000.00 OH RP
04/10/2002 WHOL 535,000.00 OH RP
01/22/2002 WHOL 500,000.00 OH RP
01/15/2002 WHOL 350,000.00 OH RP
01/25/2002 WHOL 181,000.00 OH RP
02/07/2002 WHOL 279,000.00 OH RP
02/01/2002 WHOL 365,525.00 OH RP
02/06/2002 WHOL 460,000.00 OH RP
02/20/2002 WHOL 150,000.00 OH RP
01/24/2002 WHOL 296,000.00 OH RP
02/04/2002 WHOL 1,421,000.00 OH RP
02/14/2002 WHOL 169,400.00 OH RP
04/04/2002 WHOL 408,000.00 OH RP
01/24/2002 WHOL 402,000.00 OH RP
03/07/2002 WHOL 750,000.00 OH RP
02/19/2002 WHOL 150,400.00 OH RP
01/30/2002 WHOL 625,000.00 OH RP
04/19/2002 WHOL 760,000.00 OH RP
03/21/2002 WHOL 535,000.00 OH RP
04/08/2002 WHOL 303,000.00 OH RP
02/22/2002 WHOL 800,000.00 OH RP
02/22/2002 WHOL 125,600.00 OH RP
02/22/2002 WHOL 250,000.00 OH RP
02/20/2002 WHOL 910,000.00 OH RP
03/08/2002 WHOL 540,000.00 OH RP
02/19/2002 WHOL 797,900.00 OH RP
03/08/2002 WHOL 268,050.00 OH RP
03/22/2002 WHOL 787,500.00 OH RP
03/08/2002 WHOL 311,000.00 OH RP
03/13/2002 WHOL 260,000.00 OH RP
02/12/2002 WHOL 562,500.00 OH RP
03/20/2002 WHOL 500,000.00 OH RP
03/21/2002 WHOL 328,000.00 OH RP
02/22/2002 WHOL 210,000.00 OH RP
03/22/2002 WHOL 216,000.00 OH RP
03/25/2002 WHOL 1,328,000.00 OH RP
03/21/2002 WHOL 370,000.00 OH RP
03/28/2002 WHOL 236,000.00 OH RP
03/29/2002 WHOL 335,000.00 OH RP
03/28/2002 WHOL 600,000.00 OH RP
03/27/2002 WHOL 154,800.00 OH RP
03/01/2002 WHOL 548,000.00 OH RP
03/20/2002 WHOL 670,000.00 OH RP
04/16/2002 WHOL 178,500.00 OH RP
02/28/2002 WHOL 460,000.00 OH RP
03/22/2002 WHOL 320,000.00 OH RP
02/12/2002 WHOL 370,000.00 OH RP
03/28/2002 WHOL 109,900.00 OH RP
04/08/2002 WHOL 125,000.00 OH RP
03/25/2002 WHOL 484,000.00 OH RP
02/13/2002 WHOL 200,000.00 OH RP
03/07/2002 WHOL 660,600.00 OH RP
12/31/2001 WHOL 79,900.00 OH RP
03/28/2002 WHOL 438,000.00 OH RP
03/06/2002 WHOL 60,000.00 OH RP
02/13/2002 WHOL 654,600.00 OH RP
02/15/2002 WHOL 93,000.00 OH RP
02/06/2002 WHOL 110,000.00 OH RP
04/22/2002 WHOL 604,000.00 OH RP
02/14/2002 WHOL 352,000.00 OH RP
02/27/2002 WHOL 148,600.00 OH RP
04/05/2002 WHOL 646,000.00 OH RP
04/03/2002 WHOL 487,600.00 OH RP
04/12/2002 WHOL 667,000.00 OH RP
03/29/2002 WHOL 328,000.00 OH RP
02/08/2002 WHOL 500,000.00 OH RP
03/14/2002 WHOL 288,000.00 OH RP
02/18/2002 WHOL 150,500.00 OH RP
03/08/2002 WHOL 200,000.00 OH RP
03/25/2002 WHOL 100,000.00 OH RP
03/27/2002 WHOL 549,300.00 OH RP
02/25/2002 WHOL 155,000.00 OH RP
03/27/2002 WHOL 397,700.00 OH RP
03/04/2002 WHOL 890,000.00 OH RP
03/20/2002 WHOL 372,500.00 OH RP
04/12/2002 WHOL 170,000.00 OH RP
04/11/2002 WHOL 425,000.00 OH RP
04/23/2002 WHOL 120,000.00 OH RP
04/24/2002 WHOL 64,700.00 OH RP
04/18/2002 WHOL 328,000.00 OH RP
12/04/2001 WHOL 425,000.00 OH RP
01/23/2002 WHOL 421,500.00 OH RP
12/18/2001 WHOL 500,400.00 OH RP
12/17/2001 WHOL 664,000.00 OH RP
11/28/2001 WHOL 580,000.00 OH RP
01/21/2002 WHOL 285,000.00 OH RP
01/16/2002 WHOL 977,000.00 OH RP
12/26/2001 WHOL 125,000.00 OH RP
03/28/2002 WHOL 306,700.00 OH RP
12/14/2001 WHOL 280,000.00 OH RP
01/03/2002 WHOL 90,000.00 OH RP
12/20/2001 WHOL 366,000.00 OH RP
12/31/2001 WHOL 198,500.00 OH RP
03/15/2002 WHOL 486,400.00 OH RP
04/19/2002 WHOL 970,000.00 OH RP
01/10/2002 WHOL 350,000.00 OH RP
01/02/2002 WHOL 105,000.00 OH RP
11/05/1997 WHOL 692,000.00 OH RP
12/05/1997 WHOL 1,616,875.00 OH RP
09/04/2001 WHOL 459,000.00 OH RP
11/01/2001 WHOL 250,000.00 OH RP
12/18/2001 WHOL 605,000.00 OH RP
02/07/2002 WHOL 914,000.00 OH RP
01/23/2002 WHOL 163,000.00 OH RP
01/17/2002 WHOL 284,000.00 OH RP
02/07/2002 WHOL 275,001.00 OH RP
02/22/2002 WHOL 367,200.00 OH RP
02/20/2002 WHOL 444,000.00 OH RP
03/21/2002 WHOL 365,000.00 OH RP
01/15/2002 WHOL 248,000.00 OH RP
12/31/2001 WHOL 60,000.00 OH RP
12/21/2001 WHOL 233,000.00 OH RP
12/21/2001 WHOL 359,000.00 OH RP
12/07/2001 WHOL 55,000.00 OH RP
01/02/2002 WHOL 299,900.00 OH RP
01/02/2002 WHOL 67,000.00 OH RP
01/30/2002 WHOL 256,300.00 OH RP
01/25/2002 WHOL 228,000.00 OH RP
01/25/2002 WHOL 72,000.00 OH RP
01/22/2002 WHOL 127,000.00 OH RP
01/29/2002 WHOL 80,000.00 OH RP
01/28/2002 WHOL 360,000.00 OH RP
01/29/2002 WHOL 142,100.00 OH RP
01/23/2002 WHOL 98,300.00 OH RP
01/22/2002 WHOL 88,000.00 OH RP
01/16/2002 WHOL 272,000.00 OH RP
01/25/2002 WHOL 724,000.00 OH RP
02/01/2002 WHOL 443,000.00 OH RP
02/01/2002 WHOL 50,000.00 OH RP
01/28/2002 WHOL 550,600.00 OH RP
02/22/2002 WHOL 94,400.00 OH RP
02/21/2002 WHOL 70,000.00 OH RP
02/15/2002 WHOL 150,000.00 OH RP
02/09/2002 WHOL 180,000.00 OH RP
02/25/2002 WHOL 950,000.00 OH RP
02/27/2002 WHOL 120,000.00 OH RP
02/13/2002 WHOL 452,000.00 OH RP
02/18/2002 WHOL 492,000.00 OH RP
01/25/2002 WHOL 361,000.00 OH RP
12/27/2001 WHOL 508,000.00 OH RP
10/10/2006 XXXX 800,000.00 OH FP
04/30/2007 XXXX 475,000.00 OH FP
SCHEDULE II
Aggregate Scheduled Principal Balance of Group 3
Forty-Year Mortgage Loans
Aggregate Scheduled Principal
Balance of the Group 3 Mortgage
Loans Having
Forty-Year Original
Payment Date occurring in: Terms to Maturity ($)*
______________________________________________________________________________________
August 2017.......................... 116,872.00
September 2017....................... 115,106.00
October 2017......................... 113,365.00
November 2017........................ 111,650.00
December 2017........................ 109,961.00
January 2018......................... 108,297.00
February 2018........................ 106,657.00
March 2018........................... 105,042.00
April 2018........................... 103,450.00
May 2018............................. 101,881.00
June 2018............................ 100,336.00
July 2018............................ 98,814.00
August 2018.......................... 97,314.00
September 2018....................... 95,837.00
October 2018......................... 94,381.00
November 2018........................ 92,947.00
December 2018........................ 91,534.00
January 2019......................... 90,143.00
February 2019........................ 88,771.00
March 2019........................... 87,421.00
April 2019........................... 86,090.00
May 2019............................. 84,779.00
June 2019............................ 83,488.00
July 2019............................ 82,217.00
August 2019.......................... 80,964.00
September 2019....................... 79,729.00
October 2019......................... 78,513.00
November 2019........................ 77,315.00
December 2019........................ 76,135.00
January 2020......................... 74,973.00
February 2020........................ 73,827.00
March 2020........................... 72,699.00
April 2020........................... 71,588.00
May 2020............................. 70,493.00
June 2020............................ 69,415.00
July 2020............................ 68,352.00
August 2020.......................... 67,306.00
September 2020....................... 66,275.00
October 2020......................... 65,259.00
November 2020........................ 64,259.00
December 2020........................ 63,273.00
January 2021......................... 62,302.00
February 2021........................ 61,346.00
March 2021........................... 60,404.00
April 2021........................... 59,476.00
May 2021............................. 58,561.00
June 2021............................ 57,660.00
July 2021............................ 56,773.00
August 2021.......................... 55,899.00
September 2021....................... 55,038.00
October 2021......................... 54,190.00
November 2021........................ 53,354.00
December 2021........................ 52,531.00
January 2022......................... 51,720.00
February 2022........................ 50,921.00
March 2022........................... 50,135.00
April 2022........................... 49,359.00
May 2022............................. 48,596.00
June 2022............................ 47,844.00
July 2022............................ 47,103.00
August 2022.......................... 46,374.00
September 2022....................... 45,655.00
October 2022......................... 44,947.00
November 2022........................ 44,249.00
December 2022........................ 43,562.00
January 2023......................... 42,886.00
February 2023........................ 42,219.00
March 2023........................... 41,563.00
April 2023........................... 40,916.00
May 2023............................. 40,279.00
June 2023............................ 39,651.00
July 2023............................ 39,033.00
August 2023.......................... 38,425.00
September 2023....................... 37,825.00
October 2023......................... 37,234.00
November 2023........................ 36,653.00
December 2023........................ 36,080.00
January 2024......................... 35,515.00
February 2024........................ 34,959.00
March 2024........................... 34,412.00
April 2024........................... 33,872.00
May 2024............................. 33,341.00
June 2024............................ 32,818.00
July 2024............................ 32,303.00
August 2024.......................... 31,795.00
September 2024....................... 31,295.00
October 2024......................... 30,803.00
November 2024........................ 30,318.00
December 2024........................ 29,840.00
January 2025......................... 29,370.00
February 2025........................ 28,907.00
March 2025........................... 28,450.00
April 2025........................... 28,001.00
May 2025............................. 27,558.00
June 2025............................ 27,122.00
July 2025............................ 26,692.00
August 2025.......................... 26,269.00
September 2025....................... 25,853.00
October 2025......................... 25,442.00
November 2025........................ 25,038.00
December 2025........................ 24,640.00
January 2026......................... 24,248.00
February 2026........................ 23,862.00
March 2026........................... 23,482.00
April 2026........................... 23,108.00
May 2026............................. 22,739.00
June 2026............................ 22,376.00
July 2026............................ 22,018.00
August 2026.......................... 21,666.00
September 2026....................... 21,319.00
October 2026......................... 20,977.00
November 2026........................ 20,641.00
December 2026........................ 20,309.00
January 2027......................... 19,983.00
February 2027........................ 19,662.00
March 2027........................... 19,345.00
April 2027........................... 19,034.00
May 2027............................. 18,727.00
June 2027............................ 18,424.00
July 2027............................ 18,127.00
August 2027.......................... 17,834.00
September 2027....................... 17,545.00
October 2027......................... 17,261.00
November 2027........................ 16,981.00
December 2027........................ 16,705.00
January 2028......................... 16,434.00
February 2028........................ 16,167.00
March 2028........................... 15,904.00
April 2028........................... 15,645.00
May 2028............................. 15,390.00
June 2028............................ 15,138.00
July 2028............................ 14,891.00
August 2028.......................... 14,647.00
September 2028....................... 14,408.00
October 2028......................... 14,171.00
November 2028........................ 13,939.00
December 2028........................ 13,710.00
January 2029......................... 13,485.00
February 2029........................ 13,263.00
March 2029........................... 13,044.00
April 2029........................... 12,829.00
May 2029............................. 12,617.00
June 2029............................ 12,408.00
July 2029............................ 12,203.00
August 2029.......................... 12,001.00
September 2029....................... 11,801.00
October 2029......................... 11,605.00
November 2029........................ 11,412.00
December 2029........................ 11,222.00
January 2030......................... 11,035.00
February 2030........................ 10,851.00
March 2030........................... 10,669.00
April 2030........................... 10,491.00
May 2030............................. 10,315.00
June 2030............................ 10,142.00
July 2030............................ 9,972.00
August 2030.......................... 9,804.00
September 2030....................... 9,639.00
October 2030......................... 9,476.00
November 2030........................ 9,316.00
December 2030........................ 9,158.00
January 2031......................... 9,003.00
February 2031........................ 8,851.00
March 2031........................... 8,700.00
April 2031........................... 8,552.00
May 2031............................. 8,407.00
June 2031............................ 8,263.00
July 2031............................ 8,122.00
August 2031.......................... 7,983.00
September 2031....................... 7,847.00
October 2031......................... 7,712.00
November 2031........................ 7,579.00
December 2031........................ 7,449.00
January 2032......................... 7,321.00
February 2032........................ 7,194.00
March 2032........................... 7,070.00
April 2032........................... 6,948.00
May 2032............................. 6,827.00
June 2032............................ 6,708.00
July 2032............................ 6,592.00
August 2032.......................... 6,477.00
September 2032....................... 6,364.00
October 2032......................... 6,253.00
November 2032........................ 6,143.00
December 2032........................ 6,035.00
January 2033......................... 5,929.00
February 2033........................ 5,825.00
March 2033........................... 5,722.00
April 2033........................... 5,621.00
May 2033............................. 5,522.00
June 2033............................ 5,424.00
July 2033............................ 5,327.00
August 2033.......................... 5,232.00
September 2033....................... 5,139.00
October 2033......................... 5,047.00
November 2033........................ 4,957.00
December 2033........................ 4,868.00
January 2034......................... 4,780.00
February 2034........................ 4,694.00
March 2034........................... 4,610.00
April 2034........................... 4,526.00
May 2034............................. 4,444.00
June 2034............................ 4,363.00
July 2034............................ 4,284.00
August 2034.......................... 4,206.00
September 2034....................... 4,129.00
October 2034......................... 4,053.00
November 2034........................ 3,979.00
December 2034........................ 3,906.00
January 2035......................... 3,834.00
February 2035........................ 3,763.00
March 2035........................... 3,693.00
April 2035........................... 3,624.00
May 2035............................. 3,557.00
June 2035............................ 3,490.00
July 2035............................ 3,425.00
August 2035.......................... 3,361.00
September 2035....................... 3,298.00
October 2035......................... 3,236.00
November 2035........................ 3,174.00
December 2035........................ 3,114.00
January 2036......................... 3,055.00
February 2036........................ 2,997.00
March 2036........................... 2,940.00
April 2036........................... 2,883.00
May 2036............................. 2,828.00
June 2036............................ 2,773.00
July 2036............................ 2,720.00
August 2036.......................... 2,667.00
September 2036....................... 2,615.00
October 2036......................... 2,564.00
November 2036........................ 2,514.00
December 2036........................ 2,465.00
January 2037......................... 2,417.00
February 2037........................ 2,369.00
March 2037........................... 2,322.00
April 2037........................... 2,276.00
May 2037............................. 2,231.00
June 2037............................ 2,186.00
July 2037............................ 2,142.00
EXHIBIT A
[Reserved]
EXHIBIT B
[Reserved]
EXHIBIT C
[Reserved]
EXHIBIT D
[Reserved]
EXHIBIT E
[Reserved]
EXHIBIT F
REQUEST FOR RELEASE
_______________________
Date
[Addressed to Indenture Trustee
or, if applicable, the Custodian]
In connection with the administration of the mortgages held by you as Indenture Trustee under a certain Sale
and Servicing Agreement dated as of July 1, 2007 by and among Structured Asset Mortgage Investments II Inc.,
as Depositor, Thornburg Mortgage Home Loans, Inc., as Initial Seller, Thornburg Mortgage Funding Inc., as
Seller, Wells Fargo Bank, N.A., as Master Servicer and Securities Administrator, Wilmington Trust Company, as
Owner Trustee and you, as Indenture Trustee and Custodian (the "Sale and Servicing Agreement"), the
undersigned [Master Servicer] [Servicer] hereby requests a release of the Mortgage File held by you as
Indenture Trustee with respect to the following described Mortgage Loan for the reason indicated below.
Mortgagor's Name:
Address:
Loan No.:
Reason for requesting file:
1. Mortgage Loan paid in full. (The [Master Servicer] hereby certifies that all amounts
received in connection with the loan have been or will be credited to the Collection Account (whichever is
applicable) pursuant to the Sale and Servicing Agreement.)
2. The Mortgage Loan is being foreclosed.
3. Mortgage Loan substituted. (The [Master Servicer] [Servicer] hereby certifies that a
Qualified Substitute Mortgage Loan has been assigned and delivered to you along with the related Mortgage
File pursuant to the Sale and Servicing Agreement.)
4. Mortgage Loan repurchased. (The [Master Servicer] [Servicer] hereby certifies that the
Purchase Price has been credited to the Servicing Account or the Collection Account (whichever is applicable)
pursuant to the Sale and Servicing Agreement.)
5. Other. (Describe)
The undersigned acknowledges that the above Mortgage File will be held by the undersigned in accordance with
the provisions of the Sale and Servicing Agreement and will be returned to you within ten (10) days of our
receipt of the Mortgage File, except if the Mortgage Loan has been paid in full, or repurchased or
substituted for a Qualified Substitute Mortgage Loan (in which case the Mortgage File will be retained by us
without obligation to return to you).
Capitalized terms used herein shall have the meanings ascribed to them in the Sale and Servicing Agreement.
_____________________________________________
[Name of [Master Servicer] [Servicer]]
By:__________________________________________
Name:
Title: Servicing Officer
EXHIBIT G-1
FORM OF RECEIPT OF MORTGAGE NOTE
RECEIPT OF MORTGAGE NOTE
Structured Asset Mortgage Investments II Inc.
383 Madison Avenue
New York, New York 10179
Thornburg Mortgage Securities Trust 2007-3
Wilmington Trust Company, as Owner Trustee
1100 North Market Street
Wilmington, Delaware 19890
Re: Thornburg Mortgage Securities Trust 2007-3,
Mortgage-Backed Notes, Series 2007-3
Ladies and Gentlemen:
Pursuant to Section 2.01 of the Sale and Servicing Agreement, dated as of July 1, 2007, among
Structured Asset Mortgage Investments II Inc., as Depositor, Thornburg Mortgage Home Loans, Inc., as Initial
Seller, Thornburg Mortgage Funding, Inc., as Seller, Wells Fargo Bank, N.A., as Master Servicer and
Securities Administrator, Wilmington Trust Company, as Owner Trustee and LaSalle Bank National Association,
as Indenture Trustee and Custodian, we hereby acknowledge the receipt of the original Mortgage Note with
respect to each Mortgage Loan listed on Exhibit 1, with any exceptions thereto listed on Exhibit 2.
LASALLE BANK NATIONAL ASSOCIATION, as Indenture Trustee
By:____________________________________________________
Name:
Title:
Dated:
EXHIBIT 1
MORTGAGE LOAN SCHEDULE
EXHIBIT 2
EXCEPTION REPORT
EXHIBIT G-2
FORM OF INTERIM CERTIFICATION OF INDENTURE TRUSTEE
INTERIM CERTIFICATION OF INDENTURE TRUSTEE
[date]
Structured Asset Mortgage Investments II Inc.
383 Madison Avenue
New York, New York 10179
Thornburg Mortgage Home Loans, Inc.
150 Washington Avenue, Suite 302
Santa Fe, New Mexico 87501
Thornburg Mortgage Funding, Inc.
150 Washington Avenue, Suite 302
Santa Fe, New Mexico 87501
Thornburg Mortgage Securities Trust 2007-3
Wilmington Trust Company, as Owner Trustee
1100 North Market Street
Wilmington, Delaware 19890
Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland 21045
Re: Sale and Servicing Agreement by and among Structured Asset Mortgage Investments II Inc., as
Depositor, Thornburg Mortgage Home Loans, Inc., as Initial Seller, Thornburg Mortgage Funding,
Inc., as Seller, Wells Fargo Bank, N.A., as Master Servicer and Securities Administrator,
Wilmington Trust Company, as Owner Trustee and LaSalle Bank National Association, as Indenture
Trustee and Custodian, Thornburg Mortgage Securities Trust 2007-3 Mortgage-Backed Notes, Series
2007-3
Ladies and Gentlemen:
In accordance with Section 2.02 of the above-captioned Sale and Servicing Agreement (the "Sale and
Servicing Agreement"), the undersigned, as Indenture Trustee, hereby certifies that, as to each Mortgage Loan
listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or listed on the attached
schedule) it has received:
1. all documents required to be delivered to the Indenture Trustee pursuant to Section 2.01 of
the Sale and Servicing Agreement are in its possession;
2. such documents have been reviewed by the Indenture Trustee and have not been mutilated,
damaged or torn and relate to such Mortgage Loan; and
3. based on the Indenture Trustee's examination and only as to the foregoing, the information
set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (iii), (xiii),
(xiv) and (xviii) of the Mortgage Loan Schedule accurately reflects information set forth in
the Mortgage File.
Based on its review and examination and only as to the foregoing documents, such documents appear
regular on their face and related to such Mortgage Loan.
The Indenture Trustee has made no independent examination of any documents contained in each
Mortgage File beyond the review specifically required in the Sale and Servicing Agreement. The Indenture
Trustee makes no representations as to: (i) the validity, legality, sufficiency, enforceability or
genuineness of any of the documents contained in each Mortgage File of any of the Mortgage Loans identified
on the Mortgage Loan Schedule, or (ii) the collectibility, insurability, effectiveness or suitability of any
such Mortgage Loan.
Capitalized words and phrases used herein shall have the respective meanings assigned to them in the
Sale and Servicing Agreement.
LASALLE BANK NATIONAL ASSOCIATION, as Indenture Trustee
By:___________________________________________________
Name:
Title:
EXHIBIT G-3
FORM OF FINAL CERTIFICATION OF TRUSTEE
FINAL CERTIFICATION OF TRUSTEE
[date]
Structured Asset Mortgage Investments II Inc.
383 Madison Avenue
New York, New York 10179
Thornburg Mortgage Home Loans, Inc.
150 Washington Avenue, Suite 302
Santa Fe, New Mexico 87501
Thornburg Mortgage Funding, Inc.
150 Washington Avenue, Suite 302
Santa Fe, New Mexico 87501
Thornburg Mortgage Securities Trust 2007-3
Wilmington Trust Company, as Owner Trustee
1100 North Market Street
Wilmington, Delaware 19890
Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland 21045
Re: Sale and Servicing Agreement among Structured Asset Mortgage Investments II Inc., as Depositor,
Thornburg Mortgage Home Loans, Inc., as Initial Seller, Thornburg Mortgage Funding, Inc., as
Seller, Wells Fargo Bank, N.A., as Master Servicer and Securities Administrator, Wilmington
Trust Company, as Owner Trustee and LaSalle Bank National Association, as Indenture Trustee and
Custodian, Thornburg Mortgage Securities Trust 2007-3 Mortgage Backed Notes, Series 2007-3
Ladies and Gentlemen:
In accordance with Section 2.02 of the above-captioned Sale and Servicing Agreement (the "Sale and
Servicing Agreement"), the undersigned, as Indenture Trustee, hereby certifies that as to each Mortgage Loan
listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or listed on the attached
Document Exception Report) it has received all documents required to be delivered to the Indenture Trustee
pursuant to Section 2.01 of the Sale and Servicing Agreement.
Based on its review and examination and only as to the foregoing documents, (a) such documents
appear regular on their face and related to such Mortgage Loan, and (b) the information set forth in items
(i), (ii), (iii), (xiii), (xiv) and (xviii) of the definition of the "Mortgage Loan Schedule" in Section 1.01
of the Sale and Servicing Agreement accurately reflects information set forth in the Mortgage File.
The Indenture Trustee has made no independent examination of any documents contained in each
Mortgage File beyond the review specifically required in the Sale and Servicing Agreement. The Indenture
Trustee makes no representations as to: (i) the validity, legality, sufficiency, enforceability or
genuineness of any of the documents contained in each Mortgage File of any of the Mortgage Loans identified
on the Mortgage Loan Schedule, or (ii) the collectibility, insurability, effectiveness or suitability of any
such Mortgage Loan.
Capitalized words and phrases used herein shall have the respective meanings assigned to them in the
Sale and Servicing Agreement.
LASALLE BANK NATIONAL ASSOCIATION, as Indenture Trustee
By:_____________________________________________________
Name:
Title:
EXHIBIT H
FORM OF LOST NOTE AFFIDAVIT
Personally appeared before me the undersigned authority to administer oaths, ______________________
who first being duly sworn deposes and says: Deponent is ______________________ of Thornburg Mortgage Home
Loans, Inc. (the "Initial Seller") and who has personal knowledge of the facts set out in this affidavit.
On ___________________, _________________________ did execute and deliver a promissory note in the
principal amount of $__________ (the "Note").
That said note has been misplaced or lost through causes unknown and is currently lost and
unavailable after diligent search has been made. The Initial Seller's records show that an amount of
principal and interest on said Note is still presently outstanding, due, and unpaid, and such Seller is still
owner and holder in due course of said lost Note.
The Seller executes this Affidavit for the purpose of inducing LaSalle Bank National Association, as
indenture trustee on behalf of Thornburg Mortgage Securities Trust 2007-3, Mortgage Loan Pass-Through
Certificates, Series 2007-3, to accept the transfer of the above described loan from the Initial Seller.
The Initial Seller agrees to indemnify LaSalle Bank National Association and Structured Asset
Securities Corporation and hold them harmless for any losses incurred by such parties resulting from the fact
that the above described Note has been lost or misplaced.
By: ___________________________
_______________________________
STATE OF )
) ss:
COUNTY OF )
On this ____ day of ___________ 20__, before me, a Notary Public, in and for said County and State, appeared
________________________, who acknowledged the extension of the foregoing and who, having been duly sworn,
states that any representations therein contained are true.
Witness my hand and Notarial Seal this ____ day of _______ 20__.
________________________________________
________________________________________
My commission expires __________________.
EXHIBIT I
[Reserved]
EXHIBIT J-1
[Reserved]
EXHIBIT J-2
[Reserved]
EXHIBIT K
[Reserved]
EXHIBIT L
[Reserved]
EXHIBIT M
FORM OF CERTIFICATE OF TRUST
This Certificate of Trust of Thornburg Mortgage Securities Trust 2007-3 (the "Trust") is being duly
executed and filed by the undersigned, as owner trustee, to form a statutory trust under the Delaware
Statutory Trust Act, 12 Del. C. §§ 3801 et seq. (the "Act").
1. Name. The name of the statutory trust formed hereby is Thornburg Mortgage Securities Trust
2007-3.
2. Delaware Trustee. The name and the business address of the trustee of the Trust with a
principal place of business in the State of Delaware and County of New Castle is Wilmington Trust Company,
1100 North Market Street, Wilmington, Delaware 19890.
3. Effective Date. This Certificate of Trust shall be effective upon filing with the Secretary
of State of the State of Delaware.
IN WITNESS WHEREOF, the undersigned, being the owner trustee of the Trust, has duly executed this
Certificate of Trust in accordance with Section 3811(a)(1) of the Act.
Wilmington Trust Company,
as Owner Trustee
By:____________________________________
Name:
Title:
EXHIBIT N
LIST OF SERVICERS AND SERVICING AGREEMENTS
1. a) Servicing Agreement, dated as of March 1, 2002, among Thornburg Mortgage Home Loans, Inc.
("Thornburg"), as seller and servicer and Wells Fargo Bank N.A. ("Wells Fargo"), as master servicer,
as amended by the Amendment to Servicing Agreement, dated as of December 1, 2002, and as amended by
the Second Amendment to Servicing Agreement, dated as of January 1, 2006, and (b) the Subservicing
Acknowledgement Agreement, dated as of March 1, 2002, between Thornburg, as servicer, and Cenlar
FSB, as sub-servicer ("Cenlar"), as amended by the Amendment to Subservicing Acknowledgement
Agreement, dated as of December 1, 2002, and by the Second Amendment to Subservicing Acknowledgement
Agreement, dated as of January 1, 2006, including the related Transfer Notice, dated July 27, 2007,
from Thornburg, as seller, to Thornburg, as initial seller, and Thornburg Mortgage Funding, Inc., as
Seller ("TMFI"), and Cenlar, as sub-servicer.
2. Amended and Restated Correspondent Loan Purchase Agreement, dated as of March 25, 2002, between
Thornburg Mortgage Home Loans, Inc. ("Thornburg") and First Republic Bank ("First Republic"),
including the related Transfer Notice, dated July 27, 2007, from Thornburg to First Republic.
3. Amended and Restated Correspondent Loan Purchase Agreement, dated as of March 27, 2002, between
Thornburg Mortgage Home Loans, Inc. ("Thornburg") and Colonial Savings, F.A. ("Colonial"), including
the related Transfer Notice, dated July 27, 2007, from Thornburg to Colonial.
4. Correspondent Loan Purchase Agreement, dated as of January 31, 2006, between Thornburg Mortgage Home
Loans, Inc. ("Thornburg") and Mellon Trust of New England, N.A. ("Mellon"), including the related
Transfer Notice, dated July 27, 2007, from Thornburg to Mellon.
5. Correspondent Loan Purchase Agreement, dated as of April 6, 2006, between Thornburg Mortgage Home
Loans, Inc. ("Thornburg") and First Horizon Home Loan Corp. ("First Horizon"), including the related
Transfer Notice, dated July 27, 2007, from Thornburg to First Horizon.
6. Reconstituted Servicing Agreement, dated as of July 1, 2007, by and among Thornburg, TMFI,
Countrywide Home Loans Servicing LP ("Countrywide"), as servicer, LaSalle Bank National Association,
as trustee, and acknowledged by Wells Fargo Bank, N.A., as master servicer, relating to the Mortgage
Loan Purchase and Servicing Agreement dated as of September 1, 2005 as amended by the Amendment
Number Two dated as of June 19, 2006 by and between Thornburg and Countrywide and by the Amendment
Reg AB dated as of July 1, 2006 by and between Thornburg and Countrywide.
7. Reconstituted Servicing Agreement, dated as of July 1, 2007, by and among Thornburg, TMFI,
Countrywide, as servicer, LaSalle Bank National Association, as trustee, and acknowledged by Wells
Fargo Bank, N.A., as master servicer, relating to the Mortgage Loan Purchase and Servicing Agreement
between Thornburg and Countrywide as seller, dated as of April 25, 2002, as amended by the Amendment
Reg AB dated as of July 1, 2006, by and between Thornburg and Countrywide.
8. Reconstituted Servicing Agreement dated as of July 1, 2007, by and among Thornburg, TMFI, Morgan
Stanley Credit Corporation ("Morgan Stanley"), as servicer, Thornburg Mortgage Securities Trust
2007-3, and acknowledged by Wells Fargo Bank, N.A., as master servicer, relating to the Master
Servicing Agreement between Thornburg and Morgan Stanley, as servicer, dated as of May 1, 2001, as
amended by that certain Amendment to Master Servicing Agreement dated as of January 1, 2003, by and
between Thornburg and Morgan Stanley, and by the Amendment Reg AB dated as of November 1, 2006
between Thornburg and Morgan Stanley.
9. Reconstituted Servicing Agreement dated as of July 1, 2007, by and among Thornburg, TMFI, Wells
Fargo Bank, N.A., as servicer, and Thornburg Mortgage Securities Trust 2007-3 (the "Trust") and
acknowledged by Wells Fargo Bank, N.A., as master servicer, relating to the Master Seller's
Warranties and Servicing Agreement between Lehman Brothers Bank, FSB ("Lehman") and Wells Fargo
dated as of May 1, 2006, as amended by Amendment No. 1 to the Master Seller's Warranties and
Servicing Agreement dated as of August 1, 2006, as modified by that certain Assignment,
Assumption and Recognition Agreement dated as of August 25, 2006.
EXHIBIT O
NOTICE OF EXERCISE OF OPTIONAL NOTES PURCHASE RIGHT
Date__________________
[INDENTURE TRUSTEE]
[SECURITIES ADMINISTRATOR]
[RATING AGENCIES]
[MASTER SERVICER]
Re: Thornburg Mortgage Securities Trust 2007-3
Ladies and Gentlemen:
Pursuant to the terms of the Sale and Servicing Agreement (the "Agreement"), dated as of July 1,
2007, among Structured Asset Mortgage Investments II Inc., as depositor, Thornburg Mortgage Home Loans, Inc.,
as initial seller, Thornburg Mortgage Funding, Inc., as seller, Wells Fargo Bank, N.A., as master servicer
and securities administrator, LaSalle Bank National Association, as indenture trustee and custodian, and
Wilmington Trust Company, as owner trustee, we hereby give notice of our exercise of the Optional Notes
Purchase Right. We intend to purchase the outstanding Notes on the Payment Date in ______ 20__.
Very truly yours,
THORNBURG MORTGAGE, INC.
By:___________________________________
Authorized Officer
EXHIBIT P
[Reserved]
EXHIBIT Q
SERVICING CRITERIA
The assessment of compliance to be delivered by Wells Fargo Bank, N.A. ("Wells Fargo"), in its
capacities as Master Servicer and Securities Administrator, and LaSalle Bank National Association, in its
capacity as Custodian, shall address, at a minimum, the criteria identified below as "Applicable Servicing
Criteria":
______________________________________________________________________________________________________________________
Applicable Applicable
Servicing Servicing
Criteria for Criteria for
Servicing Criteria Wells Fargo LaSalle
______________________________________________________________________________________________________________________
Reference Criteria
______________________________________________________________________________________________________________________
General Servicing Considerations
______________________________________________________________________________________________________________________
______________________________________________________________________________________________________________________
1122(d)(1)(i) Policies and procedures are instituted to monitor any X
performance or other triggers and events of default in
accordance with the transaction agreements.
______________________________________________________________________________________________________________________
1122(d)(1)(ii) X
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.
______________________________________________________________________________________________________________________
1122(d)(1)(iii) Any requirements in the transaction agreements to maintain
a back-up servicer for the mortgage loans are maintained.
______________________________________________________________________________________________________________________
A fidelity bond and errors and omissions policy is in
effect on the party participating in the servicing
1122(d)(1)(iv) function throughout the reporting period in the amount of X
coverage required by and otherwise in accordance with the
terms of the transaction agreements.
______________________________________________________________________________________________________________________
Cash Collection and Administration
______________________________________________________________________________________________________________________
Payments on mortgage loans are deposited into the
appropriate custodial bank accounts and related bank
1122(d)(2)(i) clearing accounts no more than two business days following X
receipt, or such other number of days specified in the
transaction agreements.
______________________________________________________________________________________________________________________
Disbursements made via wire transfer on behalf of an
1122(d)(2)(ii) obligor or to an investor are made only by authorized X
personnel.
______________________________________________________________________________________________________________________
Advances of funds or guarantees regarding collections,
1122(d)(2)(iii) cash flows or distributions, and any interest or other X
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
1122(d)(2)(iv) overcollateralization, are separately maintained (e.g., X
with 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,
1122(d)(2)(v) "federally insured depository institution" with respect to X
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 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
1122(d)(2)(vii) transaction agreements; (C) reviewed and approved by X
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
______________________________________________________________________________________________________________________
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
1122(d)(3)(i) the transaction agreements; (B) provide information
calculated in accordance with the terms specified in the X
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.
______________________________________________________________________________________________________________________
Amounts due to investors are allocated and remitted in
1122(d)(3)(ii) accordance with timeframes, distribution priority and X
other terms set forth in the transaction agreements.
______________________________________________________________________________________________________________________
Disbursements made to an investor are posted within two
1122(d)(3)(iii) business days to the Servicer's investor records, or such
other number of days specified in the transaction X
agreements.
______________________________________________________________________________________________________________________
Amounts remitted to investors per the investor reports
1122(d)(3)(iv) agree with cancelled checks, or other form of payment, or X
custodial bank statements.
______________________________________________________________________________________________________________________
Pool Asset Administration
______________________________________________________________________________________________________________________
1122(d)(4)(i)
Collateral or security on mortgage loans is maintained as
required by the transaction agreements or related mortgage
loan documents. X
______________________________________________________________________________________________________________________
1122(d)(4)(ii) Mortgage loan and related documents are safeguarded as
required by the transaction agreements. X
______________________________________________________________________________________________________________________
Any additions, removals or substitutions to the asset pool
1122(d)(4)(iii) are made, reviewed and approved in accordance with any X
conditions or requirements in the transaction agreements.
______________________________________________________________________________________________________________________
1122(d)(4)(iv)
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.
______________________________________________________________________________________________________________________
The Servicer's records regarding the mortgage loans agree
1122(d)(4)(v) with 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 mortgage loans (e.g., loan modifications or
1122(d)(4)(vi) re-agings) are made, reviewed and approved by authorized
personnel in accordance with the transaction agreements
and related pool asset documents.
______________________________________________________________________________________________________________________
Loss mitigation or recovery actions (e.g., forbearance
plans, modifications and deeds in lieu of foreclosure,
1122(d)(4)(vii) foreclosures and repossessions, as applicable) are
initiated, conducted and concluded in accordance with the
timeframes or other requirements established by the
transaction agreements.
______________________________________________________________________________________________________________________
1122(d)(4)(viii)
Records documenting collection efforts are maintained
during the period a 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).
______________________________________________________________________________________________________________________
Adjustments to interest rates or rates of return for
1122(d)(4)(ix) mortgage loans 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 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 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.
______________________________________________________________________________________________________________________
Any late payment penalties in connection with any payment
to be made on behalf of an obligor are paid from the
1122(d)(4)(xii) 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
1122(d)(4)(xiii) within two business days to the obligor's records
maintained by the servicer, or such other number of days
specified in the transaction agreements.
______________________________________________________________________________________________________________________
Delinquencies, charge-offs and uncollectible accounts are
1122(d)(4)(xiv) recognized and recorded in accordance with the transaction X
agreements.
______________________________________________________________________________________________________________________
1122(d)(4)(xv) X
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 R
ADDITIONAL FORM 10-D DISCLOSURE
______________________________________________________________________________________________________________________
ADDITIONAL FORM 10-D DISCLOSURE
______________________________________________________________________________________________________________________
Item on Form 10-D Party Responsible
______________________________________________________________________________________________________________________
Item 1: Distribution and Pool Performance Information
______________________________________________________________________________________________________________________
Information included in the Payment Date Statement Servicer
Master Servicer
Securities Administrator
______________________________________________________________________________________________________________________
Any information required by 1121 which is NOT included on Depositor
the Payment Date Statement
______________________________________________________________________________________________________________________
Item 2: Legal Proceedings
Any legal proceeding pending against the following entities
or their respective property, that is material to
Noteholders, including any proceeding known to be
contemplated by governmental authorities:
______________________________________________________________________________________________________________________
• Issuing Entity (Trust) Indenture Trustee, Master Servicer, Securities
Administrator and Depositor
______________________________________________________________________________________________________________________
• Sponsor (Initial Seller) (Seller) Initial Seller, Seller or Depositor
______________________________________________________________________________________________________________________
• Depositor Depositor
______________________________________________________________________________________________________________________
• Indenture Trustee Indenture Trustee
______________________________________________________________________________________________________________________
• Securities Administrator Securities Administrator
______________________________________________________________________________________________________________________
• Master Servicer Master Servicer
______________________________________________________________________________________________________________________
• Custodian Custodian
______________________________________________________________________________________________________________________
• 1110(b) Originator Depositor
______________________________________________________________________________________________________________________
• Any 1108(a)(2) Servicer (other than the Master Servicer Servicer
or Securities Administrator)
______________________________________________________________________________________________________________________
• Any other party contemplated by 1100(d)(1) Depositor
______________________________________________________________________________________________________________________
Item 3: Sale of Securities and Use of Proceeds Depositor
Information from 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.
______________________________________________________________________________________________________________________
Item 4: Defaults Upon Senior Notes Securities Administrator
Indenture Trustee (in the event of the
Master Servicer's termination)
Information from 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)
______________________________________________________________________________________________________________________
Item 5: Submission of Matters to a Vote of Security Holders Securities Administrator
Indenture Trustee
Information from Item 4 of Part II of Form 10-Q
______________________________________________________________________________________________________________________
Item 6: Significant Obligors of Pool Assets Depositor
Item 1112(b) - Significant Obligor Financial Information*
______________________________________________________________________________________________________________________
*This information need only be reported on the Form 10-D
for the payment period in which updated information is
required pursuant to the Item.
______________________________________________________________________________________________________________________
Item 7: Significant Enhancement Provider Information
Item 1114(b)(2) - Credit Enhancement Provider Financial
Information*
______________________________________________________________________________________________________________________
• Determining applicable disclosure threshold Depositor
______________________________________________________________________________________________________________________
• Requesting required financial information (including any Depositor
required accountants' consent to the use thereof) or
effecting incorporation by reference
______________________________________________________________________________________________________________________
Item 1115(b) - Derivative Counterparty Financial
Information*
______________________________________________________________________________________________________________________
• Determining current maximum probable exposure Depositor
______________________________________________________________________________________________________________________
• Determining current significance percentage Depositor
______________________________________________________________________________________________________________________
• Requesting required financial information (including any Depositor
required accountants' consent to the use thereof) or
effecting incorporation by reference
______________________________________________________________________________________________________________________
*This information need only be reported on the Form 10-D
for the payment period in which updated information is
required pursuant to the Items.
______________________________________________________________________________________________________________________
Item 8: Other Information Any party responsible for the applicable Form 8-K
Disclosure item
Disclose any information required to be reported on Form
8-K during the period covered by the Form 10-D but not
reported
______________________________________________________________________________________________________________________
Item 9: Exhibits
Payment Date Statement to Noteholders Securities Administrator
Exhibits required by Item 601 of Regulation S-K, such as Depositor
material agreements
______________________________________________________________________________________________________________________
EXHIBIT S
ADDITIONAL FORM 10-K DISCLOSURE
______________________________________________________________________________________________________________________
ADDITIONAL FORM 10-K DISCLOSURE
______________________________________________________________________________________________________________________
Item on Form 10-K Party Responsible
______________________________________________________________________________________________________________________
Item 1B: Unresolved Staff Comments Depositor
______________________________________________________________________________________________________________________
Item 9B: Other Information Any party responsible for disclosure items on Form 8-K
Disclose any information required to be reported on Form
8-K during the fourth quarter covered by the Form 10-K
but not reported
______________________________________________________________________________________________________________________
Item 15: Exhibits, Financial Statement Schedules Securities Administrator
Depositor
______________________________________________________________________________________________________________________
Reg AB Item 1112(b): Significant Obligors of Pool Assets
______________________________________________________________________________________________________________________
Significant Obligor Financial Information* Depositor
______________________________________________________________________________________________________________________
*This information need only be reported on the Form 10-D
for the payment period in which updated information is
required pursuant to the Item.
______________________________________________________________________________________________________________________
Reg AB Item 1114(b)(2): Credit Enhancement Provider
Financial Information
______________________________________________________________________________________________________________________
• Determining applicable disclosure threshold Depositor
______________________________________________________________________________________________________________________
• Requesting required financial information (including Depositor
any required accountants' consent to the use thereof) or
effecting incorporation by reference
______________________________________________________________________________________________________________________
*This information need only be reported on the Form 10-D
for the payment period in which updated information is
required pursuant to the Items.
______________________________________________________________________________________________________________________
Reg AB Item 1115(b): Derivative Counterparty Financial
Information
______________________________________________________________________________________________________________________
• Determining current maximum probable exposure Depositor
______________________________________________________________________________________________________________________
• Determining current significance percentage Depositor
______________________________________________________________________________________________________________________
• Requesting required financial information (including Depositor
any required accountants' consent to the use thereof) or
effecting incorporation by reference
______________________________________________________________________________________________________________________
*This information need only be reported on the Form 10-D
for the payment period in which updated information is
required pursuant to the Items.
______________________________________________________________________________________________________________________
Reg AB Item 1117: Legal Proceedings
Any legal proceeding pending against the following
entities or their respective property, that is material
to Noteholders, including any proceeding known to be
contemplated by governmental authorities:
______________________________________________________________________________________________________________________
• Issuing Entity (Trust) Indenture Trustee, Master Servicer, Securities
Administrator and Depositor
______________________________________________________________________________________________________________________
• Sponsor (Initial Seller) Initial Seller or Depositor
______________________________________________________________________________________________________________________
• Depositor Depositor
______________________________________________________________________________________________________________________
• Indenture Trustee Indenture Trustee
______________________________________________________________________________________________________________________
• Securities Administrator Securities Administrator
______________________________________________________________________________________________________________________
• Master Servicer Master Servicer
______________________________________________________________________________________________________________________
• Custodian Custodian
______________________________________________________________________________________________________________________
• 1110(b) Originator Depositor
______________________________________________________________________________________________________________________
• Any 1108(a)(2) Servicer (other than the Master Servicer
Servicer or Securities Administrator)
______________________________________________________________________________________________________________________
• Any other party contemplated by 1100(d)(1) Depositor
______________________________________________________________________________________________________________________
Reg AB Item 1119: Affiliations and Relationships
______________________________________________________________________________________________________________________
Whether (a) the Sponsor (Initial Seller) (Seller), Depositor as to Depositor and Issuing Entity (a)
Depositor or Issuing Entity is an affiliate of the Sponsor/Initial Seller/Seller as to Sponsor/Initial
following parties, and (b) to the extent known and Seller/Seller (a)
material, any of the following parties are affiliated
with one another:
______________________________________________________________________________________________________________________
• Master Servicer Master Servicer
______________________________________________________________________________________________________________________
• Securities Administrator Securities Administrator
______________________________________________________________________________________________________________________
• Indenture Trustee Indenture Trustee
______________________________________________________________________________________________________________________
• Any other 1108(a)(3) servicer Servicer
______________________________________________________________________________________________________________________
• Any 1110 Originator Depositor/Sponsor
______________________________________________________________________________________________________________________
• Any 1112(b) Significant Obligor Depositor/Sponsor
______________________________________________________________________________________________________________________
• Any 1114 Credit Enhancement Provider Depositor/Sponsor
______________________________________________________________________________________________________________________
• Any 1115 Derivate Counterparty Provider Depositor/Sponsor
______________________________________________________________________________________________________________________
• Any other 1101(d)(1) material party Depositor/Sponsor
______________________________________________________________________________________________________________________
Whether there are any "outside the ordinary course Depositor as to Depositor and Issuing Entity (a)
business arrangements" other than would be obtained in Sponsor/Initial Seller/Seller as to Sponsor/Initial
an arm's length transaction between (a) the Sponsor Seller/Seller (a)
(Initial Seller) (Seller), Depositor or Issuing Entity
on the one hand, and (b) any of the following parties
(or their affiliates) on the other hand, that exist
currently or within the past two years and that are
material to a Noteholder's understanding of the Notes:
______________________________________________________________________________________________________________________
• Master Servicer Master Servicer
______________________________________________________________________________________________________________________
• Securities Administrator Securities Administrator
______________________________________________________________________________________________________________________
• Indenture Trustee Indenture Trustee
______________________________________________________________________________________________________________________
• Any other 1108(a)(3) servicer Servicer
______________________________________________________________________________________________________________________
• Any 1110 Originator Depositor/Sponsor
______________________________________________________________________________________________________________________
• Any 1112(b) Significant Obligor Depositor/Sponsor
______________________________________________________________________________________________________________________
• Any 1114 Credit Enhancement Provider Depositor/Sponsor
______________________________________________________________________________________________________________________
• Any 1115 Derivate Counterparty Provider Depositor/Sponsor
______________________________________________________________________________________________________________________
• Any other 1101(d)(1) material party Depositor/Sponsor
______________________________________________________________________________________________________________________
Whether there are any specific relationships involving Depositor as to Depositor and Issuing Entity
the transaction or the pool assets between (a) the Sponsor/Initial Seller/Seller as to Sponsor/Initial
Sponsor (Initial Seller) (Seller), Depositor or Issuing Seller/Seller
Entity on the one hand, and (b) any of the following
parties (or their affiliates) on the other hand, that
exist currently or within the past two years and that
are material:
______________________________________________________________________________________________________________________
• Master Servicer Master Servicer
______________________________________________________________________________________________________________________
• Securities Administrator Securities Administrator
______________________________________________________________________________________________________________________
• Indenture Trustee Indenture Trustee
______________________________________________________________________________________________________________________
• Any other 1108(a)(3) servicer Servicer
______________________________________________________________________________________________________________________
• Any 1110 Originator Depositor/Sponsor
______________________________________________________________________________________________________________________
• Any 1112(b) Significant Obligor Depositor/Sponsor
______________________________________________________________________________________________________________________
• Any 1114 Credit Enhancement Provider Depositor/Sponsor
______________________________________________________________________________________________________________________
• Any 1115 Derivate Counterparty Provider Depositor/Sponsor
______________________________________________________________________________________________________________________
• Any other 1101(d)(1) material party Depositor/Sponsor
______________________________________________________________________________________________________________________
EXHIBIT T
ADDITIONAL FORM 8-K DISCLOSURE
______________________________________________________________________________________________________________________
FORM 8-K DISCLOSURE INFORMATION
______________________________________________________________________________________________________________________
Item on Form 8-K Party Responsible
______________________________________________________________________________________________________________________
Item 1.01- Entry into a Material Definitive Agreement All parties
Disclosure is 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
______________________________________________________________________________________________________________________
Item 1.02- Termination of a Material Definitive Agreement All parties
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.
______________________________________________________________________________________________________________________
Item 1.03- Bankruptcy or Receivership Depositor
Disclosure is required regarding the bankruptcy or
receivership, with respect to any of the following:
______________________________________________________________________________________________________________________
• Sponsor (Initial Seller) (Seller) Sponsor (Initial Seller) (Seller)
______________________________________________________________________________________________________________________
• Depositor Depositor
______________________________________________________________________________________________________________________
• Master Servicer Master Servicer
______________________________________________________________________________________________________________________
• Affiliated Servicer Servicer
______________________________________________________________________________________________________________________
• Other Servicer servicing 20% or more of the pool Servicer
assets at the time of the report
______________________________________________________________________________________________________________________
• Other material servicers Servicer
______________________________________________________________________________________________________________________
• Indenture Trustee Indenture Trustee
______________________________________________________________________________________________________________________
• Securities Administrator Securities Administrator
______________________________________________________________________________________________________________________
• Significant Obligor Depositor
______________________________________________________________________________________________________________________
• Credit Enhancer (10% or more) Depositor
______________________________________________________________________________________________________________________
• Derivative Counterparty Depositor
______________________________________________________________________________________________________________________
• Custodian Custodian
______________________________________________________________________________________________________________________
Item 2.04- Triggering Events that Accelerate or Increase Depositor
a Direct Financial Obligation or an Obligation under an Master Servicer
Off-Balance Sheet Arrangement Securities Administrator
Includes an early 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 Payment Date
Statements to the noteholders.
______________________________________________________________________________________________________________________
Item 3.03- Material Modification to Rights of Security Securities Administrator
Holders Depositor
Disclosure is required of any material modification to
documents defining the rights of Certificateholders,
including the Sale and Servicing Agreement.
______________________________________________________________________________________________________________________
Item 5.03- Amendments of Articles of Incorporation or Depositor
Bylaws; Change of Fiscal Year
Disclosure is required of any amendment "to the
governing documents of the issuing entity".
______________________________________________________________________________________________________________________
Item 6.01- ABS Informational and Computational Material Depositor
______________________________________________________________________________________________________________________
Item 6.02- Change of Servicer or Securities Administrator Master Servicer/Securities Administrator/Depositor/
Servicer/Indenture Trustee (if change of the
Requires disclosure of any removal, replacement, Securities Administrator)
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 or trustee.
______________________________________________________________________________________________________________________
Reg AB disclosure about any new servicer or master Servicer/Master Servicer/Depositor
servicer is also required.
______________________________________________________________________________________________________________________
Reg AB disclosure about any new Indenture Trustee is Indenture Trustee
also required.
______________________________________________________________________________________________________________________
Item 6.03- Change in Credit Enhancement or External Depositor/Securities Administrator
Support
Covers 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 about any new enhancement provider is Depositor
also required.
______________________________________________________________________________________________________________________
Item 6.04- Failure to Make a Required Distribution Securities Administrator
______________________________________________________________________________________________________________________
Item 6.05- Securities Act Updating Disclosure Depositor
If any material 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 new servicers or originators required Depositor
to be disclosed under Regulation AB as a result of the
foregoing, provide the information called for in Items
1108 and 1110 respectively.
______________________________________________________________________________________________________________________
Item 7.01- Reg FD Disclosure All parties
______________________________________________________________________________________________________________________
Item 8.01- Other Events Depositor
Any event, with respect to which information is not
otherwise called for in Form 8-K, that the registrant
deems of importance to certificateholders.
______________________________________________________________________________________________________________________
Item 9.01- Financial Statements and Exhibits Responsible party for reporting/disclosing the
financial statement or exhibit
______________________________________________________________________________________________________________________
EXHIBIT U
FORM OF ADDITIONAL DISCLOSURE NOTIFICATION
Wells Fargo Bank, N.A. as Securities Administrator
9062 Old Annapolis Road
Columbia, Maryland 21045
Fax: (410) 715-2380
E-mail: cts.sec.notifications@wellsfargo.com
Attn: Corporate Trust Services - THORNBURG MORTGAGE TRUST 2007-3-SEC REPORT PROCESSING
RE: Additional Form [ ] Disclosure Required
Ladies and Gentlemen:
In accordance with Section 3.19(a)(ii) of the Sale and Servicing Agreement dated as of July 1, 2007
by and among the Structured Asset Mortgage Investments II Inc., as depositor, Thornburg Mortgage Home Loans,
Inc., as initial seller, Thornburg Mortgage Funding, Inc., as seller, Wells Fargo Bank, N.A., as master
servicer and securities administrator, the Wilmington Trust Company, as owner trustee and LaSalle Bank
National Association, as indenture trustee and custodian, the undersigned, as [ ], hereby notifies you that
certain events have come to our attention that [will][may] need to be disclosed on Form [10-D] [10-K] [8-K].
Description of Additional Form [10-D] [10-K] [8-K] 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:
