ASSIGNMENT AND RECOGNITION AGREEMENT
THIS ASSIGNMENT AND RECOGNITION AGREEMENT, dated July 12, 2007, ("Agreement") among NIC XX XX LLC (the
"Assignor"), Bear Xxxxxxx Asset Backed Securities I LLC (the "Assignee"), Fremont Investment & Loan (the
"Originator") and Nationstar Mortgage LLC ("Nationstar"):
The parties hereto hereby agree as follows:
Assignment and Conveyance
1. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee,
without recourse and as of the date hereof ( the "Closing Date"), all of the right, title and interest of the
Assignor, as purchaser, in, to and under: (i) those certain Mortgage Loans listed on the schedule (the "Mortgage
Loan Schedule") attached hereto as Exhibit A (the "Mortgage Loans"), all interest accruing thereon on and after
June 1, 2007 and all collections in respect of interest and principal due after June 1, 2007 (other than
collections of interest accrued prior to June 1, 2007); (ii) property which secured each such Mortgage Loan and
which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) its interest in any insurance
policies in respect of the Mortgage Loans; and (iv) that certain Master Mortgage Loan Purchase and Interim
Servicing Agreement dated as of March 15, 2007, as amended (the "Purchase Agreement"), between the Assignor, as
initial purchaser, and the Originator, as seller and servicer, solely insofar as the Purchase Agreement relates
to the Mortgage Loans.
The Assignor specifically reserves and does not assign to the Assignee hereunder any and all
right, title and interest in, to and under and any obligations of the Assignor with respect to (i) any mortgage
loans subject to the Purchase Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule
and are not the subject of this Agreement, (ii) any collections in respect of interest and principal due on or
before June 1, 2007 and any collections of interest accrued prior to June 1, 2007 and (iii) the Holdback Amount
(as defined in the Purchase Agreement).
In consideration for the Mortgage Loans assigned hereunder, the Assignee shall, on the date
hereof, deliver to or upon the order of the Assignor or its designee (i) an amount, in immediately available
funds, equal to the net proceeds of the sale of the Class 1-A-1, Class 2-A-1, Class 2-A-2, Class 2-A-3, Class
2-A-4, Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7-A and Class M-8-A Notes, (ii)
the Class M-7-B, Class M-8-B, Class M-9 and Class M-10 Notes (the "Retained Notes") and (iii) the Owner Trust
Certificates.
Recognition of Trust by Originator
2. From and after the date hereof, the Originator shall and does hereby recognize that
(i) the Assignee will transfer the Mortgage Loans and assign its rights under the Purchase Agreement (solely to
the extent set forth herein) and this Agreement to Newcastle Mortgage Securities Trust 2007-1 (the "Trust")
created pursuant to the Amended and Restated Trust Agreement, dated as of July 12, 2007, among the Assignee,
Wilmington Trust Company as owner trustee (the "Owner Trustee") and Xxxxx Fargo Bank, N.A., as securities
administrator (the "Securities Administrator") (the "Trust Agreement") and the Indenture, dated as of July 12,
2007, between the Trust and The Bank of New York. as indenture trustee (the "Indenture Trustee") (the
"Indenture") and (ii) the initial Servicer of the Mortgage Loans for the benefit of the Trust will be Nationstar.
The Originator hereby acknowledges and agrees that from and after the date hereof (i) the Trust will be the owner
of the Mortgage Loans, (ii) the Originator shall look solely to the Trust for performance of any obligations of
the Assignor insofar as they relate to the enforcement of the representations, warranties and covenants with
respect to the Mortgage Loans, (iii) the Trust (including the Indenture Trustee and the Servicer acting on the
Trust's behalf) shall have all the rights and remedies available to the Assignor, insofar as they relate to the
Mortgage Loans, under the Purchase Agreement, including, without limitation, the enforcement of the document
delivery requirements and remedies with respect to breaches of representations and warranties set forth in the
Purchase Agreement and repurchases for Mortgage Loans that are EPD Loans (as defined in the Purchase Agreement),
and shall be entitled to enforce all of the obligations of the Originator thereunder insofar as they relate to
the Mortgage Loans, and (iv) all references to the Purchaser (insofar as they relate to the rights, title and
interest and, with respect to obligations of the Purchaser, only insofar as they relate to the enforcement of the
representations, warranties and covenants of the Originator) or the Custodian under the Purchase Agreement
insofar as they relate to the Mortgage Loans, shall be deemed to refer to the Trust (including the Indenture
Trustee and the Servicer acting on the Trust's behalf). Neither the Originator nor the Assignor shall amend or
agree to amend, modify, waiver, or otherwise alter any of the terms or provisions of the Purchase Agreement which
amendment, modification, waiver or other alteration would in any way affect the Mortgage Loans or the
Originator's performance under the Purchase Agreement with respect to the Mortgage Loans without the prior written
consent of the Indenture Trustee.
Representations and Warranties of the Originator and Nationstar
3. The Originator warrants and represents to the Assignor, the Assignee and the Trust as
of the date hereof that:
(a) The Originator is duly organized, validly existing and in good standing under the laws of the
jurisdiction of its organization;
(b) The Originator has full power and authority to execute, deliver and perform its obligations
under this Agreement and has full power and authority to perform its obligations under the Purchase Agreement.
The execution by the Originator of this Agreement is in the ordinary course of the Originator's business and will
not conflict with, or result in a breach of, any of the terms, conditions or provisions of the Originator's
charter or bylaws or any legal restriction, or any material agreement or instrument to which the Originator is
now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or
decree to which the Originator or its property is subject. The execution, delivery and performance by the
Originator of this Agreement have been duly authorized by all necessary corporate action on part of the
Originator. This Agreement has been duly executed and delivered by the Originator, and, upon the due
authorization, execution and delivery by the Assignor and the Assignee, will constitute the valid and legally
binding obligation of the Originator, enforceable against the Originator in accordance with its terms except as
enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or
hereafter in effect relating to creditors' rights generally, and by general principles of equity regardless of
whether enforceability is considered in a proceeding in equity or at law;
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(c) No consent, approval, order or authorization of, or declaration, filing or registration with,
any governmental entity is required to be obtained or made by the Originator in connection with the execution,
delivery or performance by the Originator of this Agreement; and
(d) There is no action, suit, proceeding or investigation pending or threatened against the
Originator, before any court, administrative agency or other tribunal, which would draw into question the
validity of this Agreement or the Purchase Agreement, or which, either in any one instance or in the aggregate,
would result in any material adverse change in the ability of the Originator to perform its obligations under
this Agreement or the Purchase Agreement, and the Originator is solvent.
4. Pursuant to Section 12 of the Purchase Agreement, the Originator hereby makes as of
the date hereof, the representations and warranties set forth in Exhibit B hereto for the benefit of Assignor,
Assignee and the Trust. The foregoing representations and warranties shall in not in any way limit, alter or
otherwise supersede the representations and warranties made by the Originator in the Purchase Agreement as of the
related date of the original sale of the Mortgage Loans to the Assignor or any of the remedies available therein
with respect to a breach of such representations and warranties.
5. Nationstar hereby represents and warrants that the representations and warranties set
forth in Exhibit C hereto are true and correct as of the date hereof.
6. The Assignor hereby represents and warrants that the representations and warranties
set forth in Exhibit D hereto are true and correct as of the date hereof.
Remedies for Breach of Representations and Warranties
7. The Originator hereby acknowledges and agrees that the remedies available to the
Assignor, the Assignee and the Trust (including the Indenture Trustee or the Custodian or Servicer acting on the
Trust's behalf) in connection with any breach of the representations and warranties made by the Originator set
forth in Sections 3 and 4 hereof shall be as set forth in Subsection 7.03 and 7.04 of the Purchase Agreement as
if they were set forth herein (including without limitation the repurchase and indemnity obligations set forth
therein).
Notwithstanding the foregoing, the Assignor may, at its option, (i) satisfy any obligation of
the Originator with respect to any breach of representation and warranty made by the Originator regarding the
Mortgage Loans or repurchase obligation with respect to an EPD Loan and (ii) in such event, the Assignor shall
retain the right to enforce such representations and warranties and obligations of the Originator and the
Mortgage Loans against the Originator and, if applicable, require the Originator to repurchase such Mortgage Loan
from the Assignor.
The parties hereto agree that the Purchase Agreement shall be amended to remove the words
"within five (5) Business Days of the Purchaser's request" from the first sentence of Section 7.04(a) and replace
them with the words "on the fifteenth (15th) day of the month (or if such day is not a Business Day on the
immediately following Business Day) following such date which is one month after the related due date."
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To the extent the price required to be paid by the Originator for a repurchased Mortgage Loan
is less than the Purchase Price as defined in the Indenture, the Seller shall pay the difference between that
amount and the Purchase Price.
Miscellaneous
8. This Agreement shall be construed in accordance with the laws of the State of New
York, without regard to conflicts of law principles, and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with such laws.
9. No term or provision of this Agreement may be waived or modified unless such waiver or
modification is in writing and signed by the party against whom such waiver or modification is sought to be
enforced, with the prior written consent of the Indenture Trustee.
10. This Agreement shall inure to the benefit of (i) the successors and assigns of the
parties hereto and (ii) the Trust (including the Indenture Trustee and the Servicer acting on the Trust's
behalf). Any entity into which Assignor, Assignee or Originator may be merged or consolidated shall, without the
requirement for any further writing, be deemed Assignor, Assignee or Originator, respectively, hereunder. The
Trust shall be an express third-party beneficiary hereunder.
11. Each of this Agreement and the Purchase Agreement shall survive the conveyance of the
Mortgage Loans and the assignment of the Purchase Agreement (to the extent assigned hereunder) by Assignor to
Assignee and by Assignee to the Trust and nothing contained herein shall supersede or amend the terms of the
Purchase Agreement, except with respect to the last sentence of Section 2 hereof.
12. This Agreement may be executed simultaneously in any number of counterparts. Each
counterpart shall be deemed to be an original and all such counterparts shall constitute one and the same
instrument.
13. In the event that any provision of this Agreement conflicts with any provision of the
Purchase Agreement with respect to the Mortgage Loans, the terms of this Agreement shall control and this Section
11 shall control in the event of any conflict with Section 10 hereof.
14. The Assignor shall notify the Assignee of any disposition of the Retained Notes to an
unaffiliated third party in advance of settlement of such disposition. If such disposition would require the
delivery of an updated prospectus supplement (as determined by either the Assignor or the Assignee in its
reasonable discretion) the Assignor shall provide to the Assignee all information about the disposition and the
prospective transferees which the Assignee reasonably requests in advance of settlement of such disposition. The
Assignor shall be responsible for all costs associated with the preparation and delivery of an updated prospectus
supplement.
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If such disposition would require the delivery of an updated prospectus supplement as
determined above, the Assignor and the Assignee shall reasonably cooperate with one another in connection with
the preparation and use of any supplement to the Prospectus Supplement required by the Assignee or the Assignor
in its reasonable discretion in order to correct any untrue statement of a material fact in the Prospectus
Supplement, or to prevent any omission of a material fact necessary to make the statements in the Prospectus
Supplement not misleading in light of the circumstances in which they are made in connection with the disposition
of the Retained Notes.
15. Capitalized terms used in this Agreement (including the exhibits hereto unless
otherwise stated) but not defined in this Agreement shall have the meanings given to such terms in the Indenture.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly
authorized officers as of the date first above written.
NIC XX XX LLC
By:______________________________________________________
Name: Xxx Xxxx
Title: President
BEAR XXXXXXX ASSET BACKED SECURITIES I LLC
By:______________________________________________________
Name:
Title:
FREMONT INVESTMENT & LOAN
By:______________________________________________________
Name:
Title:
NATIONSTAR MORTGAGE LLC
By:_____________________________________________________
Name:
Title:
EXHIBIT A
Mortgage Loan Schedule
Available upon request
EXHIBIT B
Representations and Warranties
For purposes of this Exhibit the term "Servicing Transfer Date" therein shall mean the close of business
on July 5, 2007. Capitalized terms used but not defined herein shall have the meanings assigned thereto in the
Purchase Agreement.
Subsection 7.01. Representations and Warranties Respecting the Seller
(a) The Seller represents, warrants and covenants as of the date hereof (the
"Reconstitution Date") that:
(i) The Seller is an industrial bank duly organized, validly existing and in good
standing under the laws of California. The Seller has all licenses necessary to carry out its business as now
being conducted, and is licensed and qualified to transact business in and is in good standing under the laws
of each state in which any Mortgaged Property is located or is otherwise exempt under applicable law from such
licensing or qualification or is otherwise not required under applicable law to effect such licensing or
qualification and no demand for such licensing or qualification has been made upon the Seller by any such
state, and in any event the Seller is in compliance with the laws of any such state to the extent necessary to
ensure the enforceability of each Mortgage Loan and the servicing of the Mortgage Loans in accordance with the
terms of this Agreement. No licenses or approvals obtained by the Seller have been suspended or revoked by
any court, administrative agency, arbitrator or governmental body and no proceedings are pending which might
result in such suspension or revocation;
(ii) The Seller has the full corporate power and authority to hold each Mortgage Loan, to
sell each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate, all
transactions contemplated by this Agreement. 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 Purchaser, 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;
(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 organizational documents or
constitute a default under or result in a 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 applicable to the Seller;
(vi) Immediately prior to the payment of the Purchase Price for each Mortgage Loan, the
Seller or the Servicer was the owner of the related Mortgage and the indebtedness evidenced by the related
Mortgage Note and upon the payment of the Purchase Price by the Purchaser;
(vii) There are no actions, proceedings or regulatory orders (including the Cease and
Desist Order) against, or investigations of, the Seller before any court, administrative, regulatory body or
other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the sale of
the Mortgage Loans 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 the
validity or enforceability of, this Agreement or any Mortgage Loan;
(viii) 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 prior to the Reconstitution
Date;
(ix) 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 pursuant to this Agreement are not subject to the bulk transfer or any similar
statutory provisions;
(x) Neither this Agreement nor any written statement, report or other document prepared
and furnished or to be prepared and furnished by the Seller pursuant to this Agreement or in connection with
the transactions contemplated hereby contains any untrue statement of material fact or omits to state a
material fact necessary to make the statements contained herein or therein not misleading;
(xi) The transfer of the Mortgage Loans shall be treated as a sale on the books and
records of Seller, and Seller has determined that, and will treat, the disposition of the Mortgage Loans
pursuant to this Agreement for tax and accounting purposes as a sale;
(xii) The consideration received by the Seller upon the sale of the Mortgage loans
constitutes fair consideration and reasonably equivalent value for such Mortgage Loans;
(xiii) Seller is solvent and will not be rendered insolvent by the consummation of the
transactions contemplated hereby. The Seller is not transferring any Mortgage loan with any intent to hinder,
delay or defraud any of its creditors;
(xiv) The Seller has not dealt with any broker, investment banker, agent or other person
that may be entitled to any commission or compensation in connection with the sale of the Mortgage Loans;
(xv) As of the Closing Date the Seller was the sole legal, beneficial and equitable owner
of the Mortgage Note and the Mortgage and has full right to transfer and sell the Mortgage Loan to the
Purchaser free and clear of any encumbrance, equity, lien, pledge, charge, claim or security interest;
(xvi) The Mortgage Loans were not intentionally selected in a manner so as to affect
adversely the interests of the Purchaser;
(xvii) The Seller is a member of MERS in good standing, and will comply in all material
respects with the rules and procedures of MERS in connection with the servicing of the MERS Designated
Mortgage Loans for as long as such Mortgage Loans are registered with MERS; and
(xviii) The Sale of the Mortgage Loans will not result in a Material Adverse Change with
respect to the Seller.
Subsection 7.02 Representations and Warranties Regarding Individual Mortgage Loans.
The Seller hereby represents and warrants as to each Mortgage Loan, as of the Reconstitution
Date, except as otherwise provided herein:
(i) The information set forth in the Mortgage Loan Schedule attached hereto as Exhibit A
is complete, true and correct;
(ii) The Mortgage Loan is in compliance with all requirements set forth in the related
Confirmation, and the characteristics of the related Mortgage Loan Package as set forth in the related
Confirmation are true and correct; provided, however, that in the event of any conflict between the terms of
any Confirmation and this Agreement, the terms of the Agreement, subject to the exceptions disclosed on
Exhibit B-1 with respect to the period commencing on the day following the sale of the related Mortgage Loan
to the Initial Purchaser ( the "Original Sale Date") to and including the Servicing Transfer Date, shall
control;
(iii) Except as otherwise disclosed on Exhibit B-1 with respect to the period commencing on
the day following the Original Sale Date to and including the Servicing Transfer Date, all payments required
to be made up to the close of business on the Cut-off Date for such Mortgage Loan under the terms of the
Mortgage Note have been made; neither the Seller nor the Servicer has advanced funds, or induced, solicited or
knowingly received any advance of funds from a party other than the owner of the related Mortgaged Property,
directly or indirectly, for the payment of any amount required by the Mortgage Note or Mortgage;
(iv) As of the Servicing Transfer Date, there are no delinquent taxes, ground rents, water
charges, sewer rents, assessments, insurance premiums, leasehold payments, including assessments payable in
future installments or other outstanding charges affecting the related Mortgaged Property;
(v) The terms of the Mortgage Note and the Mortgage have not been impaired, waived,
altered or modified in any respect, except by written instruments, recorded in the applicable public recording
office if necessary to maintain the lien priority of the Mortgage, and which have been delivered to the
Custodian; the substance of any such waiver, alteration or modification has been approved by the title
insurer, to the extent required by the related policy, and is reflected on the related Mortgage Loan Schedule.
No instrument of waiver, alteration or modification has been executed, and no Mortgagor has been released, in
whole or in part, except in connection with an assumption agreement approved by the title insurer, to the
extent required by the policy, and which assumption agreement has been delivered to the Custodian and the
terms of which are reflected in the related Mortgage Loan Schedule;
(vi) The Mortgage Note and the Mortgage are not subject to any right of rescission,
set-off, counterclaim or defense, including the defense of usury, nor will the operation of any of the terms
of the Mortgage Note and the Mortgage, or the exercise of any right thereunder, render the Mortgage
unenforceable, in whole or in part, or subject to any right of rescission, set-off, counterclaim or defense,
including the defense of usury, and, as of the Servicing Transfer Date, no such right of rescission, set-off,
counterclaim or defense has been asserted with respect thereto. Each Prepayment Charge or penalty with
respect to any Mortgage Loan is permissible, enforceable and collectible under applicable federal, state and
local law;
(vii) All buildings upon the Mortgaged Property are insured by a Qualified Insurer
acceptable to Xxxxxx Xxx and Xxxxxxx Mac against loss by fire, hazards of extended coverage and such other
hazards as are customary in the area where the Mortgaged Property is located, pursuant to insurance policies
providing coverage in an amount not less than the greatest of (i) 100% of the replacement cost of all
improvements to the Mortgaged Property, (ii) either (A) the outstanding principal balance of the Mortgage Loan
with respect to each first lien Mortgage Loan or (B) with respect to each second lien Mortgage Loan, the sum
of the outstanding principal balance of the related first lien mortgage loan and the outstanding principal
balance of the second lien Mortgage Loan, or (iii) the amount necessary to avoid the operation of any
co-insurance provisions with respect to the Mortgaged Property, and consistent with the amount that would have
been required as of the date of origination in accordance with the Underwriting Guidelines; provided that,
such amount shall not exceed the amount provided under applicable law. All such insurance policies contain a
standard mortgagee clause naming the Seller, its successors and assigns as mortgagee and all premiums thereon
have been paid. If the Mortgaged Property is in an area identified on a Flood Hazard Map or Flood Insurance
Rate Map issued by the Federal Emergency Management Agency as having special flood hazards (and such flood
insurance has been made available) a flood insurance policy meeting the requirements of the current guidelines
of the Federal Insurance Administration is in effect which policy conforms to the requirements of Xxxxxx Mae
and Xxxxxxx Mac. The Mortgage obligates the Mortgagor thereunder to maintain all such insurance at the
Mortgagor's cost and expense, and on the Mortgagor's failure to do so, authorizes the holder of the Mortgage
to maintain such insurance at Mortgagor's cost and expense and to seek reimbursement therefor from the
Mortgagor;
(viii) Any and all requirements of any federal, state or local law including, without
limitation, usury, truth in lending, real estate settlement procedures, predatory, abusive and fair lending
laws, consumer credit protection, equal credit opportunity, fair housing or disclosure laws and orders from
regulatory authorities applicable to the origination and servicing of mortgage loans of a type similar to the
Mortgage Loans and applicable to any prepayment penalty associated with the Mortgage Loans at origination have
been complied with in all material respects;
(ix) The Mortgage has not been satisfied, cancelled, subordinated or rescinded, in whole or
in part, and the Mortgaged Property has not been released from the lien of the Mortgage, in whole or in part,
nor has any instrument been executed that would effect any such satisfaction, cancellation, subordination,
rescission or release;
(x) The Mortgage (including any Negative Amortization which may arise thereunder) is a
valid, existing and enforceable (A) first lien and first priority security interest with respect to each
Mortgage Loan which is indicated by the Seller to be a first lien (as reflected on the Mortgage Loan
Schedule), or (B) second lien and second priority security interest with respect to each Mortgage Loan which
is indicated by the Seller to be a second lien (as reflected on the Mortgage Loan Schedule), in either case,
on the Mortgaged Property, including all improvements on the Mortgaged Property subject only to (a) the lien
of current real property taxes and assessments not yet due and payable, (b) covenants, conditions and
restrictions, rights of way, easements and other matters of the public record as of the date of recording
being acceptable to mortgage lending institutions generally and specifically referred to in the lender's title
insurance policy delivered to the originator of the Mortgage Loan and which do not adversely affect the
Appraised Value of the Mortgaged Property, (c) with respect to each Mortgage Loan which is indicated by the
Seller to be a second lien Mortgage Loan (as reflected on the Mortgage Loan Schedule) a first lien on the
Mortgaged Property; and (d) other matters to which like properties are commonly subject which do not
materially interfere with the benefits of the security intended to be provided by the Mortgage or the use,
enjoyment, value or marketability of the related Mortgaged Property. Any security agreement, chattel mortgage
or equivalent document related to and delivered in connection with the Mortgage Loan establishes and creates a
valid, existing and enforceable first or second lien and first or second priority security interest (in each
case, as indicated on the Mortgage Loan Schedule) on the property described therein and the Seller has full
right to sell and assign the same to the Purchaser;
(xi) The Mortgage Note and the related Mortgage are genuine and each is the legal, valid
and binding obligation of the maker thereof, enforceable in accordance with its terms;
(xii) All parties to the Mortgage Note and the Mortgage had legal capacity to enter into the
Mortgage Loan and to execute and deliver the Mortgage Note and the Mortgage, and the Mortgage Note and the
Mortgage have been duly and properly executed by such parties. The Mortgagor is a natural person;
(xiii) The proceeds of the Mortgage Loan have been fully disbursed to or for the account of
the Mortgagor and there is no obligation for the Mortgagee to advance additional funds thereunder and any and
all requirements as to completion of any on-site or off-site improvement and as to disbursements of any escrow
funds therefor have been complied with. All costs, fees and expenses incurred in making or closing the
Mortgage Loan and the recording of the Mortgage have been paid, and the Mortgagor is not entitled to any
refund of any amounts paid or due to the Mortgagee pursuant to the Mortgage Note or Mortgage;
(xiv) The Seller was the sole legal, beneficial and equitable owner of the Mortgage Note and
the Mortgage and on the Original Sale Date had full right to transfer and sell the Mortgage Loan to the
Purchaser free and clear of any encumbrance, equity, lien, pledge, charge, claim or security interest;
(xv) All parties other than the Initial Purchaser, Nationstar or any of their assignees,
which have had any interest in the Mortgage Loan, whether as mortgagee, assignee, pledgee or otherwise, are
(or, during the period in which they held and disposed of such interest, were) in compliance with any and all
applicable "doing business" and licensing requirements of the laws of the state wherein the Mortgaged Property
is located;
(xvi) The Mortgage Loan is covered by an American Land Title Association ("ALTA") lender's
title insurance policy or a comparable form in the States of California or Texas (which, in the case of an
Adjustable Rate Mortgage Loan has an adjustable rate mortgage endorsement in the form of ALTA 6.0 or 6.1),
issued by a title insurer acceptable to Xxxxxx Xxx and Xxxxxxx Mac and qualified to do business in the
jurisdiction where the Mortgaged Property is located, insuring (subject to the exceptions contained in (x)(a)
and (b), and with respect to any second lien Mortgage Loan (c), above) the Seller or the Servicer, its
successors and assigns as to the first or second priority lien (as indicated on the Mortgage Loan Schedule) of
the Mortgage in the original principal amount of the Mortgage Loan (including, if the Mortgage Loan provides
for Negative Amortization, the maximum amount of Negative Amortization in accordance with the Mortgage) and,
with respect to any Adjustable Rate Mortgage Loan, against any loss by reason of the invalidity or
unenforceability of the lien resulting from the provisions of the Mortgage providing for adjustment in the
Mortgage Interest Rate and Monthly Payment and Negative Amortization provisions of the Mortgage Note.
Additionally, such lender's title insurance policy affirmatively insures ingress and egress to and from the
Mortgaged Property, and against encroachments by or upon the Mortgaged Property or any interest therein. The
Seller is the sole insured of such lender's title insurance policy, and such lender's title insurance policy
is in full force and effect and will be in full force and effect upon the consummation of the transactions
contemplated by this Agreement. As of the Servicing Transfer Date, no claims have been made under such
lender's title insurance policy, and no prior holder of the related Mortgage, including the Seller, has done,
by act or omission, anything which would impair the coverage of such lender's title insurance policy;
(xvii) Other than payment delinquencies of less than one calendar month, there is no default,
breach, violation or event of acceleration existing under the Mortgage or the Mortgage Note and no event
which, with the passage of time or with notice and the expiration of any grace or cure period, would
constitute a default, breach, violation or event of acceleration, and neither the Seller nor the Servicer has
waived any default, breach, violation or event of acceleration. With respect to each second lien Mortgage
Loan (i) to the best of the Seller's knowledge, as of the Servicing Transfer Date, the related first lien
mortgage loan is in full force and effect, (ii) to the best of the Seller's knowledge after inquiry based on
Accepted Servicing Practices, other than payment delinquencies of less than one calendar month, there is no
default, breach, violation or event of acceleration existing under such first lien mortgage or the related
mortgage note, (iii) to the best of the Seller's knowledge after inquiry based on Accepted Servicing
Practices, as of the Servicing Transfer Date, there is no current event other than payment defaults of less
than one month which, with the passage of time or with notice and the expiration of any grace or cure period,
would constitute a default, breach, violation or event of acceleration thereunder, (iv) either (A) the first
lien mortgage contains a provision which allows or (B) applicable law requires, the mortgagee under the second
lien Mortgage Loan to receive notice of, and affords such mortgagee an opportunity to cure any default by
payment in full or otherwise under the first lien mortgage, (v) the related first lien does not provide for or
permit negative amortization under such first lien Mortgage Loan, and (vi) either no consent for the Mortgage
Loan is required by the holder of the first lien or such consent has been obtained and is contained in the
Mortgage File;
(xviii) There are no mechanics' or similar liens or claims which have been filed for work,
labor or material (and no rights are outstanding that under law could give rise to such lien) affecting the
related Mortgaged Property which are or may be liens prior to, or equal or coordinate with, the lien of the
related Mortgage;
(xix) All improvements which were considered in determining the Appraised Value of the
related Mortgaged Property lay wholly within the boundaries and building restriction lines of the Mortgaged
Property, and no improvements on adjoining properties encroach upon the Mortgaged Property;
(xx) The Mortgage Loans were originated by the Seller or by a savings and loan association,
a savings bank, a commercial bank or similar banking institution which is supervised and examined by a federal
or state authority, or by a mortgagee approved as such by the Secretary of HUD;
(xxi) Principal payments on the Mortgage Loan commenced no more than sixty (60) days after
the proceeds of the Mortgage Loan were disbursed. The Mortgage Loan bears interest at the Mortgage Interest
Rate. With respect to each Mortgage Loan which is not a Negative Amortization Loan, the Mortgage Note is
payable on the day of each month specified in the related Mortgage Note in Monthly Payments, which, in the
case of a Fixed Rate Mortgage Loans, are sufficient to fully amortize the original principal balance over the
original term thereof (other than with respect to a Mortgage Loan identified on the related Mortgage Loan
Schedule as an interest-only Mortgage Loan during the interest-only period or a Mortgage Loan which is
identified on the related Mortgage Loan Schedule as a Balloon Mortgage Loan) and to pay interest at the
related Mortgage Interest Rate, and, in the case of an Adjustable Rate Mortgage Loan, are changed on each
Adjustment Date, and in any case, are sufficient to fully amortize the original principal balance over the
original term thereof (other than with respect to a Mortgage Loan identified on the related Mortgage Loan
Schedule as an interest-only Mortgage Loan during the interest-only period or a Mortgage Loan which is
identified on the related Mortgage Loan Schedule as a Balloon Mortgage Loan) and to pay interest at the
related Mortgage Interest Rate. With respect to each Negative Amortization Mortgage Loan, the related
Mortgage Note requires a Monthly Payment which is sufficient during the period following each Payment
Adjustment Date, to fully amortize the outstanding principal balance as of the first day of such period
(including any Negative Amortization) over the then remaining term of such Mortgage Note and to pay interest
at the related Mortgage Interest Rate; provided, that the Monthly Payment shall not increase to an amount that
exceeds 107.5% of the amount of the Monthly Payment that was due immediately prior to the Payment Adjustment
Date; provided, further, that the payment adjustment cap shall not be applicable with respect to the
adjustment made to the Monthly Payment that occurs in a year in which the Mortgage Loan has been outstanding
for a multiple of five (5) years and in any such year the Monthly Payment shall be adjusted to fully amortize
the Mortgage Loan over the remaining term. With respect to each Mortgage Loan identified on the Mortgage Loan
Schedule as an interest-only Mortgage Loan, the interest-only period shall not exceed ten (10) years (or such
other period specified on the Mortgage Loan Schedule) and following the expiration of such interest-only
period, the remaining Monthly Payments shall be sufficient to fully amortize the original principal balance
over the remaining term of the Mortgage Loan and to pay interest at the related Mortgage Interest Rate. With
respect to each Balloon Mortgage Loan, the Mortgage Note requires a monthly payment which is sufficient to
fully amortize the original principal balance over a term greater than the original term thereof and to pay
interest at the related Mortgage Interest Rate and requires a final Monthly Payment substantially greater than
the preceding monthly payment which is sufficient to repay the remaining unpaid principal balance of the
Balloon Mortgage Loan at the Due Date of such monthly payment. The Index for each Adjustable Rate Mortgage
Loan is as set forth on the Mortgage Loan Schedule. No Mortgage Loan is a Convertible Mortgage Loan. No
Balloon Mortgage Loan has an original stated maturity of less than seven (7) years;
(xxii) The origination, servicing and collection practices used with respect to each Mortgage
Note and Mortgage including, without limitation, the establishment, maintenance and servicing of the Escrow
Accounts and Escrow Payments, if any, since origination and to and including the Servicing Transfer Date, have
been in all respects legal, proper, prudent and customary in the mortgage origination and servicing industry.
The Mortgage Loan has been serviced by the Servicer and any predecessor servicer in accordance with the terms
of the Mortgage Note and Accepted Servicing Practices up to the Servicing Transfer Date. With respect to
escrow deposits and Escrow Payments, if any, and as of the Servicing Transfer Date, all such payments are in
the possession of, or under the control of, the Servicer and there exist no deficiencies in connection
therewith for which customary arrangements for repayment thereof have not been made. No escrow deposits or
Escrow Payments or other charges or payments due the Servicer have been capitalized under any Mortgage or the
related Mortgage Note and no such escrow deposits or Escrow Payments are being held by the Servicer for any
work on a Mortgaged Property which has not been completed; provided that up to the Servicing Transfer Date,
certain Insurance Proceeds may be held by the Servicer in escrow pending the completion of repairs which are
required to be made to a Mortgaged Property in connection with the payment of such Insurance Proceeds;
(xxiii) To the best of the Seller's knowledge, after inquiry based on Accepted Servicing
Practices and subject to the exceptions in Exhibit B-1 with respect to the period commencing on the day
following the sale of the related Mortgage Loan to the Initial Purchaser to and including the Servicing
Transfer Date, the Mortgaged Property is free of damage and waste and there is no proceeding pending for the
total or partial condemnation thereof;
(xxiv) The Mortgage and related Mortgage Note contain customary and enforceable provisions
such as to render the rights and remedies of the holder thereof adequate for the realization against the
Mortgaged Property of the benefits of the security provided thereby, including, (a) in the case of a Mortgage
designated as a deed of trust, by trustee's sale, and (b) otherwise by judicial foreclosure. The Mortgaged
Property is not subject to any bankruptcy proceeding or foreclosure proceeding and the Mortgagor has not filed
for protection under applicable bankruptcy laws. There is no homestead or other exemption available to the
Mortgagor which would interfere with the right to sell the Mortgaged Property at a trustee's sale or the right
to foreclose the Mortgage. As of the Servicing Transfer Date, the Mortgagor has not notified the Servicer and
the Servicer has no knowledge of any relief requested or allowed to the Mortgagor under the Servicemembers'
Civil Relief Act or any similar state law;
(xxv) The Mortgage Loan was underwritten in accordance with the published underwriting
standards of Seller in effect at the time the Mortgage Loan was originated; and the Mortgage Note and Mortgage
are on forms acceptable to prudent lenders in the secondary market;
(xxvi) The Mortgage Note is not and has not been secured by any collateral except the lien of
the corresponding Mortgage on the Mortgaged Property and the security interest of any applicable security
agreement or chattel mortgage referred to in (x) above;
(xxvii) The Mortgage File contains an appraisal of the related Mortgaged Property which
satisfied the standards of Xxxxxx Xxx and Xxxxxxx Mac, was on appraisal form 1004, form 1025 and form 1073
with an interior inspection and was made and signed, prior to the approval of the Mortgage Loan application,
by a qualified appraiser, duly appointed by the Servicer, who had no interest, direct or indirect in the
Mortgaged Property or in any loan made on the security thereof, whose compensation is not affected by the
approval or disapproval of the Mortgage Loan and who met the minimum qualifications of Xxxxxx Mae and Xxxxxxx
Mac. Each appraisal of the Mortgage Loan was made in accordance with the relevant provisions of the Financial
Institutions Reform, Recovery, and Enforcement Act of 1989;
(xxviii) In the event the Mortgage constitutes a deed of trust, a trustee, duly qualified under
applicable law to serve as such, has been properly designated and currently so serves and is named in the
Mortgage, and no fees or expenses are or will become payable by the Purchaser to the trustee under the deed of
trust, except in connection with a trustee's sale after default by the Mortgagor;
(xxix) No Mortgage Loan contains provisions pursuant to which Monthly Payments are (a) paid
or partially paid with funds deposited in any separate account established by the Servicer, the Mortgagor, or
anyone on behalf of the Mortgagor, (b) paid by any source other than the Mortgagor or (c) contains any other
similar provisions which may constitute a "buydown" provision. The Mortgage Loan is not a graduated payment
mortgage loan and the Mortgage Loan does not have a shared appreciation or other contingent interest feature;
(xxx) The Mortgagor has executed a statement to the effect that the Mortgagor has received
all disclosure materials required by applicable law with respect to the making of fixed rate mortgage loans in
the case of Fixed Rate Mortgage Loans, and adjustable rate mortgage loans in the case of Adjustable Rate
Mortgage Loans and rescission materials with respect to Refinanced Mortgage Loans, and such statement is and
will remain in the Mortgage File;
(xxxi) No Mortgage Loan was made in connection with (a) the construction or rehabilitation of
a Mortgaged Property (other than a construction to permanent loan that has converted to a permanent loan in
accordance with Xxxxxx Mae guidelines; or (b) facilitating the trade-in or exchange of a Mortgaged Property;
(xxxii) The Servicer has no knowledge of any circumstances or condition with respect to the
Mortgage, the Mortgaged Property, the Mortgagor or the Mortgagor's credit standing that can reasonably be
expected to cause the Mortgage Loan to be an unacceptable investment, cause the Mortgage Loan to become
delinquent, or adversely affect the value of the Mortgage Loan;
(xxxiii) No Mortgage Loan had an LTV or a CLTV at origination in excess of 100%. No Mortgage
Loan is subject to a lender paid primary mortgage insurance policy;
(xxxiv) To the best of the Seller's knowledge, after inquiry based on Accepted Servicing
Practices, the Mortgaged Property is lawfully occupied under applicable law; all inspections, licenses and
certificates required to be made or issued with respect to all occupied portions of the Mortgaged Property
and, with respect to the use and occupancy of the same, including but not limited to certificates of
occupancy, have been made or obtained from the appropriate authorities;
(xxxv) No error, omission, misrepresentation, negligence, fraud or similar occurrence with
respect to a Mortgage Loan has taken place on the part of any person, including without limitation the
Mortgagor, any appraiser, any builder or developer, or any other party involved in the origination of the
Mortgage Loan or in the application of any insurance in relation to such Mortgage Loan;
(xxxvi) The Assignment of Mortgage is in recordable form, except for the name of the assignee
which is blank, and is acceptable for recording under the laws of the jurisdiction in which the Mortgaged
Property is located;
(xxxvii) Any principal advances made to the Mortgagor prior to the Cut-off Date have been
consolidated with the outstanding principal amount secured by the Mortgage, and the secured principal amount,
as consolidated, bears a single interest rate and single repayment term. The lien of the Mortgage securing the
consolidated principal amount is expressly insured as having first or second (as indicated on the Mortgage
Loan Schedule) lien priority by a title insurance policy, an endorsement to the policy insuring the
mortgagee's consolidated interest. The consolidated principal amount does not exceed the original principal
amount of the Mortgage Loan plus any Negative Amortization;
(xxxviii) If the Residential Dwelling on the Mortgaged Property is a condominium unit or
a unit in a planned unit development (other than a de minimis planned unit development) such condominium or
planned unit development project meets the eligibility requirements of Xxxxxx Xxx and Xxxxxxx Mac;
(xxxix) The source of the down payment with respect to each Mortgage Loan has been fully
verified by the Servicer;
(xl) Interest on each Mortgage Loan is calculated on the basis of a 360-day year consisting
of twelve 30-day months;
(xli) The Mortgaged Property is in compliance with all applicable environmental laws
pertaining to environmental hazards including, without limitation, asbestos, and neither the Seller or the
Servicer nor, to the Seller's or the Servicer's knowledge, the related Mortgagor, has received any notice of
any violation or potential violation of such law;
(xlii) The Servicer shall, at its own expense, cause each Mortgage Loan to be covered by a
Tax Service Contract which is assignable to the Purchaser or its designee; provided however, that if the
Servicer fails to purchase such Tax Service Contract, the Servicer shall be required to reimburse the
Purchaser for all costs and expenses incurred by the Purchaser in connection with the purchase of any such Tax
Service Contract;
(xliii) Each Mortgage Loan is covered by a Flood Zone Service Contract which is assignable to
the Purchaser or its designee or, for each Mortgage Loan not covered by such Flood Zone Service Contract, the
Servicer agrees to purchase such Flood Zone Service Contract;
(xliv) No Mortgage Loan (a)(1) is subject to the provisions of the Homeownership and Equity
Protection Act of 1994 as amended ("HOEPA"), (2) that is secured by the borrower's principal residence has an
APR or total points and fees that exceed the thresholds set by HOEPA and its implementing regulations,
including 12 CFR 226.32 (a)(1)(i) and (ii)) and such requirement applies to other second mortgage loans or
(3) has an "annual percentage rate" or "total points and fees" payable by the borrower (as each such term is
defined under HOEPA) that equal or exceed the applicable thresholds defined under HOEPA (Section 32 of
Regulation Z, 12 C.F.R. Section 226.32(a)(1)(i) and (ii)), (b) is a "high cost" mortgage loan, "covered"
mortgage loan (excluding home loans defined as "covered home loans" pursuant to clause (1) of the definition
of that term in the New Jersey Home Ownership Security Act that were originated between November 26, 2003 and
July 7, 2004), "high risk home" mortgage loan, or "predatory" mortgage loan or any other comparable term, no
matter how defined under any federal, state or local law, (c) is subject to any comparable federal, state or
local statutes or regulations, or any other statute or regulation providing for heightened regulatory scrutiny
or assignee liability to holders of such mortgage loans, or (d) is a High Cost Loan or Covered Loan, as
applicable (as such terms are defined in the current Standard & Poor's LEVELS ® Glossary which is now Version
6.0 Revised, Appendix E);
(xlv) No predatory, abusive, or deceptive lending practices, including but not limited to,
the extension of credit to a Mortgagor without regard for the Mortgagor's ability to repay the Mortgage Loan
and the extension of credit to a mortgagor which has no apparent benefit to the Mortgagor, were employed in
connection with the origination of the Mortgage Loan;
(xlvi) The debt-to-income ratio of the related Mortgagor was not greater than 60% at the
origination of the related Mortgage Loan;
(xlvii) No Mortgagor was required to purchase any credit insurance product (e.g., life,
mortgage, disability, accident, unemployment or health insurance product) or debt cancellation agreement as a
condition of obtaining the extension of credit. No Mortgagor obtained a prepaid single premium credit
insurance policy (e.g., life, mortgage, disability, accident, unemployment, health insurance or property) or
debt cancellation agreement in connection with the origination of the Mortgage Loan. No proceeds from any
Mortgage Loan were used to purchase single premium credit insurance policies or debt cancellation agreements
as part of the origination of, or as a condition to closing, such Mortgage Loan;
(xlviii) The Mortgage Loans were not selected from the outstanding one- to four-family mortgage
loans in the Seller's portfolio as to which the representations and warranties set forth in this Agreement
could be made at the Reconstitution Date in a manner so as to affect adversely the interests of the Purchaser;
(xlix) The Mortgage contains an enforceable provision for the acceleration of the payment of
the unpaid principal balance of the Mortgage Loan in the event that the Mortgaged Property is sold or
transferred without the prior written consent of the mortgagee thereunder;
(l) The Mortgage Loan complies with all applicable consumer credit statutes and
regulations, including, without limitation, the respective Uniform Consumer Credit Code laws in effect in
Alabama, Colorado, Idaho, Indiana, Iowa, Kansas, Maine, Oklahoma, South Carolina, Utah, West Virginia and
Wyoming, has been originated by a properly licensed entity, and in all other respects, complies with all of
the material requirements of any such applicable laws;
(li) The information set forth in the Mortgage Loan Schedule as to Prepayment Charges is
complete, true and correct in all material respects and each Prepayment Charge is permissible, enforceable and
collectable in accordance with its terms upon the Mortgagor's full and voluntary principal payment under
applicable law and each Prepayment Charge was originated in compliance with all applicable federal, state and
local laws;
(lii) Except as otherwise disclosed on Exhibit B-1 with respect to the period commencing on
the day following the Original Sale Date to and including the Servicing Transfer Date, the Mortgage Loan was
not prepaid in full prior to the Servicing Transfer Date and the Servicer has not received notification from a
Mortgagor that a prepayment in full shall be made after the Servicing Transfer Date;
(liii) No Mortgage Loan is secured by cooperative housing, commercial property or mixed use
property;
(liv) As of the Reconstitution Date, each Mortgage Loan is eligible for sale in the
secondary market or for inclusion in a Securitization Transaction without unreasonable credit enhancement;
(lv) Except as set forth on the related Mortgage Loan Schedule, none of the Mortgage Loans
are subject to a Prepayment Charge. With respect to any Mortgage Loan that contains a provision permitting
imposition of a premium upon a prepayment prior to maturity: (i) prior to the loan's origination, the
Mortgagor agreed to such premium in exchange for a monetary benefit, including but not limited to a rate or
fee reduction, (ii) prior to the loan's origination, the Mortgagor was offered the option of obtaining a
Mortgage Loan that did not require the payment of such a premium; (iii) the Prepayment Charge was adequately
disclosed to the Mortgagor in the loan documents pursuant to applicable state and federal law; (iv) the
duration of the Prepayment Charge shall not exceed three (3) years from the date of the Mortgage Note; and (v)
notwithstanding any state or federal law to the contrary, the Servicer shall not impose such Prepayment Charge
in any instance when the mortgage debt is accelerated as the result of the Mortgagor's default in making the
loan payments;
(lvi) Seller has complied with all applicable anti-money laundering laws and regulations,
including without limitation the USA Patriot Act of 2001 (collectively, the "Anti-Money Laundering Laws");
Seller has established an anti-money laundering compliance program as required by the Anti-Money Laundering
Laws, has conducted the requisite due diligence in connection with the origination of each Mortgage Loan for
purposes of the Anti-Money Laundering Laws, including with respect to the legitimacy of the applicable
Mortgagor and the origin of the assets used by the said Mortgagor to purchase the Mortgaged Property, and
maintains, and will maintain, sufficient information to identify and verify the identification of the
applicable Mortgagor for purposes of the Anti-Money Laundering Laws. No Mortgage Loan is subject to
nullification pursuant to Executive Order 13224 (the "Executive Order") or the regulations promulgated by the
Office of Foreign Assets Control of the United States Department of the Treasury (the "OFAC Regulations") or
in violation of the Executive Order or the OFAC Regulations, and no Mortgagor is subject to the provisions of
such Executive Order or the OFAC Regulations nor listed as a "specially designated national or blocked person"
for purposes of the OFAC Regulations;
(lvii) Reserved;
(lviii) With respect to each Mortgage Loan, the Servicer has fully furnished, in accordance
with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (i.e.,
favorable and unfavorable) on the related borrower credit files to Equifax, Experian and Trans Union Credit
Information Originator (three of the credit repositories), on a monthly basis and, for each Mortgage Loan, the
Servicer will furnish, in accordance with the Fair Credit Reporting Act and its implementing regulations,
accurate and complete information (i.e., favorable and unfavorable) on its borrower credit files to Equifax,
Experian, and Trans Union Credit Information Originator (three of the credit repositories, on a monthly basis;
(lix) All points and fees related to each Mortgage Loan were disclosed in writing to the
related Mortgagor in accordance with applicable state and federal laws and regulations. Except as set forth
on the Mortgage Loan Schedule, no Mortgagor was charged Points and Fees (whether or not financed) in an amount
that exceeds the greater of (1) 5% of the principal amount of the Mortgage Loan or (2) $1,000. Except as set
forth on the Mortgage Loan Schedule, no Mortgagor of a mortgage loan that is secured by the Mortgagor's
principal residence was charged Points and Fees in an amount greater than (a) $1,000 or (b) 5% of the
principal amount of such loan, whichever is greater. "Points and Fees" (a) include origination, underwriting,
broker and finder's fees and charges that the lender imposed as a condition of making the mortgage loan,
whether they are paid to the lender or a third party, and (b) exclude bona fide discount points, fees paid for
actual services rendered in connection with the origination of the mortgage (such as attorneys' fees, notaries
fees and fees paid for property appraisals, credit reports, surveys, title examinations and extracts, flood
and tax certifications, and home inspections); the cost of mortgage insurance or credit-risk price
adjustments; the costs of title, hazard, and flood insurance policies; state and local transfer taxes or fees;
escrow deposits for the future payment of taxes and insurance premiums; and other miscellaneous fees and
charges, which miscellaneous fees and charges, in total, do not exceed 0.25 percent of the loan amount. All
points, fees and charges (including finance charges) and whether or not financed, assessed, collected or to be
collected in connection with the origination and servicing of each Mortgage Loan were disclosed in writing to
the related Mortgagor in accordance with applicable state and federal laws and regulations;
(lx) As of the Servicing Transfer Date, the Servicer has transmited full-file credit
reporting data for each Mortgage Loan pursuant to Xxxxxx Xxx Guide Announcement 95-19 and for each Mortgage
Loan, Servicer agrees it shall report one of the following statuses each month as follows: new origination,
current, delinquent (30-, 60-, 90-days, etc.), foreclosed, or charged-off;
(lxi) With respect to any Mortgage Loan which is secured by manufactured housing, if such
Mortgage Loans are permitted hereunder, such Mortgage Loan satisfies the requirements for inclusion in
residential mortgage backed securities transactions rated by Standard & Poor's Ratings Services and such
manufactured housing will be the principal residence of the Mortgagor upon the origination of the Mortgage
Loan. With respect to any Mortgage Loan which is secured by manufactured housing, upon the origination of
such mortgage loan the manufactured housing unit either: (i) will be the principal residence of the Mortgagor
or (ii) will be classified as real property under applicable state law;
(lxii) No Mortgage Loan is a "High-Risk Home Loan" as defined in the Illinois High-Risk Home
Loan Act effective January 1, 2004 (815 Ill. Comp. Stat. 137/1 et seq.). Each Mortgage Loan secured by
property located within the Xxxx County, Illinois anti-predatory lending Pilot Program area (i.e., ZIP Codes
60620, 60621, 60623, 60628, 60629, 60632, 60636, 60638, 60643 and 60652) complies with the recording
requirements outlined in Illinois House Xxxx 4050 and Senate Xxxx 304 effective September 1, 2006 for the
period of time such Pilot Program was in effect;
(lxiii) No Mortgage Loan is secured by real property or secured by a manufactured home located
in the state of Georgia unless (x) such Mortgage Loan was originated prior to October 1, 2002 or after March
6, 2003, or (y) the property securing the Mortgage Loan is not, nor will be, occupied by the Mortgagor as the
Mortgagor's principal dwelling. No Mortgage Loan is a "High Cost Home Loan" as defined in the Georgia Fair
Lending Act, as amended (the "Georgia Act"). Each Mortgage Loan that is a "Home Loan" under the Georgia Act
complies with all applicable provisions of the Georgia Act. No Mortgage Loan secured by owner occupied real
property or an owner occupied manufactured home located in the State of Georgia was originated (or modified)
on or after October 1, 2002 through and including March 6, 2003. No Mortgage Loan originated on or after
October 1, 2002 through March 6, 2003 is governed by the Georgia Fair Lending Act;
(lxiv) No Mortgage Loan is a "High-Cost" loan as defined under the New York Banking Law
Section 6-1, effective as of April 1, 2003;
(lxv) No Mortgage Loan (a) is secured by property located in the State of New York; (b) had
an unpaid principal balance at origination of $300,000 or less, and (c) has an application date on or after
April 1, 2003, the terms of which Mortgage Loan equal or exceed either the APR or the points and fees
threshold for "high-cost home loans", as defined in Section 6-1 of the New York State Banking Law;
(lxvi) No Mortgage Loan is a "High Cost Home Loan" as defined in the Arkansas Home Loan
Protection Act effective July 16, 2003 (Act 1340 or 2003);
(lxvii) No Mortgage Loan is a "High Cost Home Loan" as defined in the Kentucky high-cost loan
statute effective June 24, 2003 (Ky. Rev. Stat. Section 360.100);
(lxviii) No Mortgage Loan secured by property located in the State of Nevada is a "home loan"
as defined in the Nevada Assembly Xxxx No. 284;
(lxix) No Mortgage Loan is a "manufactured housing loan" or "home improvement home loan"
pursuant to the New Jersey Home Ownership Act. No Mortgage Loan is a "High-Cost Home Loan" or a refinanced
"Covered Home Loan," in each case, as defined in the New Jersey Home Ownership Act effective November 27, 2003
(N.J.S.A. 46;10B-22 et seq.);
(lxx) No Mortgage Loan is a subsection 10 mortgage under the Oklahoma Home Ownership and
Equity protection Act;
(lxxi) No Mortgage Loan is a "High-Cost Home Loan" as defined in the New Mexico Home Loan
Protection Act effective January 1, 2004 (N.M. Stat. Xxx. §§ 58-21A-1 et seq.);
(lxxii) No Mortgage Loan is a "High-Risk Home Loan" as defined in the Illinois High-Risk Home
Loan Act effective January 1, 2004 (815 Ill. Comp. Stat. 137/1 et seq.);
(lxxiii) No Loan that is secured by property located within the State of Maine meets the
definition of a (i) "high-rate, high-fee" mortgage loan under Article VIII, Title 9-A of the Maine Consumer
Credit Code or (ii) "High-Cost Home Loan" as defined under the Maine House Xxxx 383 X.X. 494, effective as of
September 13, 2003;
(lxxiv) Reserved;
(lxxv) No Mortgage Loan is a "High Cost Home Mortgage Loan" as defined in the Massachusetts
Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Xxx. Laws Ch. 183C). No Mortgage Loan
secured by a Mortgaged Property located in the Commonwealth of Massachusetts was made to pay off or refinance
an existing loan or other debt of the related borrower (as the term "borrower" is defined in the regulations
promulgated by the Massachusetts Secretary of State in connection with Massachusetts House Xxxx 4880 (2004))
unless either (1) (a) the related Mortgage Interest Rate (that would be effective once the introductory rate
expires, with respect to Adjustable Rate Mortgage Loans) did or would not exceed by more than 2.25% the yield
on United States Treasury securities having comparable periods of maturity to the maturity of the related
Mortgage Loan as of the fifteenth day of the month immediately preceding the month in which the application
for the extension of credit was received by the related lender or (b) the Mortgage Loan is an "open-end home
loan" (as such term is used in the Massachusetts House Xxxx 4880 (2004)) and the related Mortgage Note
provides that the related Mortgage Interest Rate may not exceed at any time the Prime rate index as published
in The Wall Street Journal plus a margin of one percent, or (2) such Mortgage Loan is in the "borrower's
interest," as documented by a "borrower's interest worksheet" for the particular Mortgage Loan, which
worksheet incorporates the factors set forth in Massachusetts House Xxxx 4880 (2004) and the regulations
promulgated thereunder for determining "borrower's interest," and otherwise complies in all material respects
with the laws of the Commonwealth of Massachusetts;
(lxxvi) No Loan is a "High Cost Home Loan" as defined by the Indiana Home Loan Practices Act,
effective January 1, 2005 (Ind. Code Xxx. §§ 24-9-1 et seq.);
(lxxvii) The Mortgagee has not made or caused to be made any payment in the nature of an
"average" or "yield spread premium" to a mortgage broker or a like Person which has not been fully disclosed to
the Mortgagor;
(lxxviii) The sale or transfer of the Mortgage Loan by the Seller complies with all
applicable federal, state, and local laws, rules, and regulations governing such sale or transfer, including,
without limitation, the Fair and Accurate Credit Transactions Act ("FACT Act") and the Fair Credit Reporting
Act, each as may be amended from time to time, and the Seller has not received any actual or constructive
notice of any identity theft, fraud, or other misrepresentation in connection with such Mortgage Loan or any
party thereto;
(lxxix) With respect to each MERS Loan, a MIN has been assigned by MERS and such MIN is
accurately provided on the Mortgage Loan Schedule. The related Assignment of Mortgage to MERS has been duly
and properly recorded, or has been delivered for recording to the applicable recording office;
(lxxx) With respect to each MERS Loan, Seller has not received any notice of liens or legal
actions with respect to such Mortgage Loan and no such notices have been electronically posted by MERS;
(lxxxi) With respect to each second lien Mortgage Loan, either no consent for the Mortgage
Loan is required by the holder of the first lien or such consent has been obtained and is contained in the
Mortgage File;
(lxxxii) No Mortgage Loan contains any obligation, conditional or otherwise, requiring the
owner of such Mortgage Loan to offer a new loan to the related Mortgagor to refinance the principal balance of
the Mortgage Loan, or any portion thereof, or to extend the maturity date thereof;
(lxxxiii) Each Mortgage Loan contains a customary "due on sale" clause;
(lxxxiv) Any leasehold estate securing a Mortgage Loan has a term of not less than five years
in excess of the term of the related Mortgage Loan;
(lxxxv) If the Mortgage Loan provides that the interest rate on the principal balance of the
related Mortgage Loan may be adjusted, all of the terms of the related Mortgage pertaining to interest rate
adjustments and adjustments of the outstanding principal balance have been made in accordance with the terms
of the related Mortgage Noted and applicable law and are enforceable and such adjustments will not affect the
priority of the Mortgage lie;
(lxxxvi) Each Mortgage Loan constitutes a "qualified mortgage" under Section 860G(a)(3)(A) of
the Code and Treasury Regulation Section 1.860G-2(a)(1);
(lxxxvii) No Mortgage Loan is currently delinquent and has not been more than 30 days
delinquent within twelve (12) months of the related Cut-off Date under the Office of Thrift Supervision
delinquency methodology;
(lxxxviii) Reserved;
(lxxxix) With respect to each Mortgage Loan originated on or after August 1, 2004, neither the
related mortgage nor the related mortgage note requires the borrower to submit to arbitration to resolve any
dispute arising out of or relating in any way to the mortgage loan transaction;
(xc) With respect to any subordinate lien Mortgage Loan and except as set forth on
the Mortgage Loan Schedule, such lien is on a one- to four-family residence that is (or will be) the principal
residence of the Mortgagor; (i) no subordinate lien mortgage loan has an original principal balance that
exceeds one-half of the one-unit limitation for first lien mortgage loans, i.e. $208,500 (in Alaska, Guam,
Hawaii, Virgin Islands: $312,750), without regard to the number of units; and (ii) the original principal
balance of the first lien mortgage loan plus the original principal balance of the any subordinate lien
mortgage loans relating to the same mortgaged property does not exceed the applicable Xxxxxxx Mac loan limit
for first lien mortgage loans for that property type;
(xci) Except as set forth on the Mortgage Loan Schedule, no first lien mortgage loan has an
original principal balance that exceeds the applicable Xxxxxxx Mac loan limit;
(xcii) Except as set forth on the Mortgage Loan Schedule, no mortgage loan is "seasoned" (a
seasoned mortgage loan is one where the date of the mortgage note is more than 1 year before the date of
issuance of the related security);
(xciii) No Mortgage Loan that was originated on or after October 31, 2004, is subject to
mandatory arbitration except when the terms of the arbitration also contain a waiver provision that provides
that in the event of a sale or transfer of the Mortgage Loan or interest in the Mortgage Loan to Xxxxxx Xxx,
the terms of the arbitration are null and void and cannot be reinstated. The seller hereby covenants that the
seller or servicer of the Mortgage Loan, as applicable, will notify the borrower in writing within 60 days of
the sale or transfer of the Mortgage Loan to Xxxxxx Mae that the terms of the arbitration are null and void;
(xciv) No Mortgagor was encouraged or required to select a Mortgage Loan product offered by
the Mortgage Loan's originator which is a higher cost product designed for less creditworthy borrowers, unless
at the time of the Mortgage Loan's origination, such borrower did not qualify taking into account credit
history and debt to income ratios for a lower cost credit product then offered by the Mortgage Loan's
originator or any affiliate of the Mortgage Loan's originator. If, at the time of loan application, the
borrower may have qualified for a lower cost credit product then offered by any mortgage lending affiliate of
the Mortgage Loan's originator, the Mortgage Loan's originator referred the borrower's application to such
affiliate for underwriting consideration;
(xcv) The methodology used in underwriting the extension of credit for each Mortgage Loan
employs objective mathematical principles which relate the borrower's income, assets and liabilities to the
proposed payment and such underwriting methodology does not rely on the extent of the borrower's equity in the
collateral as the principal determining factor in approving such credit extension. Such underwriting
methodology confirmed that at the time of origination (application/approval) the borrower had a reasonable
ability to make timely payments on the Mortgage Loan.
EXHIBIT B-1
______________________________________________________________________________________________
Loan Number ARM Note Date Next Loan Balance Status
Maturity
______________________________________________________________________________________________
0000000000 Y 07/01/07 12/1/2056 $133,143.75 Delinquent Taxes
___________________________________________________________________________________________
3000771571 Y 07/01/07 12/1/2036 $163,893.96 Delinquent Insurance
___________________________________________________________________________________________
3001178994 N 07/01/07 2/1/2037 $343,824.92 Delinquent Insurance
___________________________________________________________________________________________
3001219265 N 07/01/07 3/1/2037 $464,314.26 Delinquent Taxes
___________________________________________________________________________________________
3001104347 Y 07/01/07 2/1/2057 $373,888.11 Delinquent Taxes
___________________________________________________________________________________________
3001068673 N 08/01/07 2/1/2037 $447,923.90 Risk Management
___________________________________________________________________________________________
Litigation, Risk
3001069845 Y 07/01/07 2/1/2037 $108,892.96 Management
___________________________________________________________________________________________
3000984384 Y 07/01/07 1/1/2057 $197,330.18 Sailors and Soldiers
___________________________________________________________________________________________
3000984578 N 07/01/07 1/1/2037 $49,116.44 Sailors and Soldiers
___________________________________________________________________________________________
3000724232 Y 07/01/07 12/1/2036 $294,012.86 Delinquent Insurance
___________________________________________________________________________________________
3001054531 Y 07/01/07 2/1/2037 $179,380.89 Delinquent Taxes
___________________________________________________________________________________________
3001116808 Y 07/01/07 2/1/2037 $63,793.74 Delinquent Taxes
___________________________________________________________________________________________
3001185185 N 07/01/07 3/1/2037 $135,797.73 Delinquent Taxes
___________________________________________________________________________________________
3001219540 Y 07/01/07 3/1/2037 $230,614.65 Bankruptcy
___________________________________________________________________________________________
3001175263 Y 08/01/07 2/1/2037 $527,222.37 Sailors and Soldiers
___________________________________________________________________________________________
0000000000 Y 08527 7/1/2007 $57,346.00 Delinquent Insurance
___________________________________________________________________________________________
3000827269 Y 33023 7/1/2007 $57,346.00 Delinquent Insurance
___________________________________________________________________________________________
3000818097 Y 46552 8/1/2007 $53,693.00 Delinquent Taxes
___________________________________________________________________________________________
3000979720 Y 46342 7/1/2007 $50,041.00 Delinquent Taxes
___________________________________________________________________________________________
3001075821 Y 46320 8/1/2007 $50,072.00 Delinquent Taxes
___________________________________________________________________________________________
EXHIBIT C
Nationstar hereby represents and warrants as to each Mortgage Loan and as of the date hereof:
(i) Except as otherwise disclosed on the Mortgage Loan Schedule, all payments required to be made
between the Servicing Transfer Date and the date hereof for such Mortgage Loan under the terms of
the Mortgage Note have been made; Nationstar has not advanced funds, or induced, solicited or
knowingly received any advance of funds from a party other than the owner of the related Mortgaged
Property, directly or indirectly, for the payment of any amount required by the Mortgage Note or
Mortgage;
(ii) During the period commencing on the Servicing Transfer Date to and including the date hereof, there
are no delinquent taxes, ground rents, water charges, sewer rents, assessments, insurance premiums,
leasehold payments, including assessments payable in future installments or other outstanding
charges affecting the related Mortgaged Property;
(iii) During the period commencing on the Servicing Transfer Date to and including the date hereof,
no claims have been made under such lender's title insurance policy, and no prior holder of the
related Mortgage, including the Originator, has done, by act or omission, anything which would
impair the coverage of such lender's title insurance policy;
(iv) With respect to each second lien Mortgage Loan (i) during the period commencing on the Servicing
Transfer Date to and including the date hereof,, the related first lien mortgage loan is in full
force and effect, (ii) during the period commencing the day after the Servicing Transfer Date to
and including the date hereof,, there is no current event which, with the passage of time or with
notice and the expiration of any grace or cure period, would constitute a default, breach,
violation or event of acceleration thereunder;
(v) The origination, servicing and collection practices used with respect to each Mortgage Note and
Mortgage including, without limitation, the establishment, maintenance and servicing of the Escrow
Accounts and Escrow Payments, if any, during the period commencing on the Servicing Transfer Date
to and including the date hereof,, have been in all respects legal, proper, prudent and customary
in the mortgage origination and servicing industry. The Mortgage Loan has been serviced by
Nationstar in accordance with the terms of the Mortgage Note and Accepted Servicing Practices.
With respect to escrow deposits and Escrow Payments, if any, during the period commencing the day
after the Servicing Transfer Date to and including the date hereof, all such payments are in the
possession of, or under the control of, Nationstar and there exist no deficiencies in connection
therewith for which customary arrangements for repayment thereof have not been made. No escrow
deposits or Escrow Payments or other charges or payments due Nationstar have been capitalized under
any Mortgage or the related Mortgage Note and no such escrow deposits or Escrow Payments are being
held by Nationstar for any work on a Mortgaged Property which has not been completed; provided
that, certain Insurance Proceeds may be held by Nationstar in escrow pending the completion of
repairs which are required to be made to a Mortgaged Property in connection with the payment of
such Insurance Proceeds;
(vi) During the period commencing on the Servicing Transfer Date to and including the date hereof, the
Mortgagor has not notified Nationstar and Nationstar has no knowledge of any relief requested or
allowed to the Mortgagor under the Servicemembers' Civil Relief Act or any similar state law;
(vii) The Mortgage Loan was not prepaid in full prior during the period commencing on the Servicing
Transfer Date to and including the date hereof, and Nationstar has not received notification from a
Mortgagor that a prepayment in full shall be made after the Closing Date;
(viii) As of the Closing Date, Nationstar will transmit full-file credit reporting data for each
Mortgage Loan pursuant to Xxxxxx Xxx Guide Announcement 95-19 and for each Mortgage Loan, Servicer
agrees it shall report one of the following statuses each month as follows: new origination,
current, delinquent (30-, 60-, 90-days, etc.), foreclosed, or charged-off; and
(ix) To the best of the Nationstar's knowledge, after inquiry based on Accepted Servicing Practices and
with respect to the period commencing on the Servicing Transfer Date to and including the date
hereof, the Mortgaged Property is free of damage and waste and there is no proceeding pending for
the total or partial condemnation thereof.
EXHIBIT D
Assignor hereby represents and warrants as of the date hereof:
(a) Each Mortgage Loan and the prepayment penalty associated with such Mortgage Loan, if any, at
the time of origination complied in all material respects with applicable local, state and federal laws,
including, but not limited to, all applicable predatory and abusive lending laws;
(b) No Mortgage Loan is a High Cost Loan or Covered Loan, as applicable (as such terms are defined
in the then current Standard & Poor's LEVELS® Glossary which is now Version 6.0, Appendix E) ;
(c) No Mortgage Loan originated on or after October 1, 2002 through March 6, 2003 is governed by
the Georgia Fair Lending Act
