Exhibit 99.5
Execution Copy
ADMINISTRATION AGREEMENT
among
XXXXXXX XXXXX MORTGAGE BACKED SECURITIES TRUST, SERIES 2007-2,
as Issuing Entity
XXXXX FARGO BANK, N.A.,
as Securities Administrator
WILMINGTON TRUST COMPANY,
as Owner Trustee
and
XXXXXXX XXXXX MORTGAGE INVESTORS, INC.,
as Depositor
Dated as of June 27, 2007
This Administration Agreement (the "Agreement") is entered into as of June
27, 2007, among XXXXXXX XXXXX MORTGAGE BACKED SECURITIES TRUST, SERIES 2007-2, a
Delaware statutory trust (the "Issuing Entity"), XXXXX FARGO BANK, N.A., not in
its individual capacity but solely as Securities Administrator (the "Securities
Administrator"), WILMINGTON TRUST COMPANY, not in its individual capacity but
solely as Owner Trustee (the "Owner Trustee"), and XXXXXXX XXXXX MORTGAGE
INVESTORS, INC., as Depositor (the "Depositor").
Capitalized terms used but not defined herein shall have the meanings
assigned to such terms in the Indenture, the Trust Agreement or the Sale and
Servicing Agreement (each as defined herein).
WITNESSETH:
WHEREAS, the Issuing Entity is a statutory trust under the Delaware
Statutory Trust Act (12 Del.C. Section 3801 et seq.) created by the Trust
Agreement relating to the Trust, dated as of June 27, 2007 (the "Trust
Agreement"), among the Depositor, the Owner Trustee and the Securities
Administrator;
WHEREAS, the Issuing Entity will issue under an indenture its Xxxxxxx Xxxxx
Mortgage Backed Securities Trust, Series 2007-2 Mortgage-Backed Notes, (the
"Notes") and, under the Trust Agreement, the Owner Trust Certificates (the
"Certificates" and collectively with the Notes, the "Securities");
WHEREAS, the Notes will be secured by certain collateral, as more
particularly set forth in the Indenture, dated as of June 27, 2007 (the
"Indenture"), among the Issuing Entity, HSBC Bank USA, National Association, as
indenture trustee (in such capacity, the "Indenture Trustee") and Xxxxx Fargo
Bank, N.A., as securities administrator (in such capacity, the "Securities
Administrator");
WHEREAS, the Certificates will be created pursuant to the Trust Agreement
and will represent the undivided beneficial ownership interest in the Trust;
WHEREAS, the Issuing Entity has entered into certain agreements in
connection with the issuance of the Securities, including (i) a Sale and
Servicing Agreement, dated as of June 27, 2007 (the "Sale and Servicing
Agreement"), among the Issuing Entity, the Depositor, Taberna Realty Holdings
Trust, as seller (the "Seller"), Xxxxx Fargo Bank, N.A., as master servicer (in
such capacity, the "Master Servicer") and Securities Administrator and the
Indenture Trustee, (ii) the Letter of Representations, dated June 26, 2007 (the
"Depository Agreement"), among the Issuer, the Securities Administrator and The
Depository Trust Company relating to the Class A, Class M and Class B Notes and
(iii) the Indenture. The Sale and Servicing Agreement, the Depositary Agreement,
the Indenture and the Trust Agreement are collectively referred to herein as the
"Related Agreements";
WHEREAS, pursuant to the Related Agreements, the Issuing Entity is required
to perform certain duties in connection with (a) the Notes and the collateral
therefor pledged pursuant to the Indenture (the "Collateral") and (b) the
beneficial ownership interests in the Issuing Entity represented by the
Certificates (the registered holder of such interests being referred to herein
as the "Certificateholder");
WHEREAS, the Issuing Entity desires to have the Securities Administrator
and the Depositor, respectively, perform certain of the duties of the Issuing
Entity referred to in the preceding clause, and to provide such additional
services consistent with the terms of this Agreement and the Related Agreements
as the Issuing Entity may from time to time request; and
WHEREAS, the Securities Administrator and the Depositor have the capacity
to provide the respective services required hereby and are willing to perform
such services for the Issuing Entity on the terms set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
and other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties agree as follows:
Section 1. Duties of the Securities Administrator.
(a) The Securities Administrator shall take all appropriate action
that is the duty of the Issuing Entity and the Owner Trustee to take with
respect to the following matters under the Trust Agreement, Sale and Servicing
Agreement and the Indenture (references are to sections of the Indenture):
(i) The Securities Administrator shall notify the Certificate
Paying Agent if the Securities Administrator obtains actual knowledge or
written notice that any withholding tax is imposed on the Trust Fund's
payments (or allocations of income) to a Certificateholder;
(ii) the duty to cause the Note Register to be kept if the
Issuing Entity assumes the duties of Note Registrar, and to give the
Indenture Trustee notice of any appointment of a new Note Registrar and the
location, or change in location, of the Note Register (Section 4.02);
(iii) causing the preparation of the Notes for execution by the
Owner Trustee upon the registration of any transfer or exchange of the
Notes (Sections 4.02 and 4.03);
(iv) if requested, causing the preparation of an Issuing Entity
Request and related documents for authentication of the Notes, executing
such Issuing Entity Request on behalf of the Issuing Entity and causing
delivery of the same to the Indenture Trustee (Sections 4.02 and 4.03);
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(v) causing the preparation of Definitive Notes in accordance
with the instructions of any Clearing Agency (including the preparation of
any temporary notes) (Sections 4.08 and 4.14);
(vi) the maintenance of an office for registration of transfer or
exchange of Notes (Section 4.02);
(vii) the preparation of an Issuing Entity Request required to
appoint a Paying Agent, the preparation of written notice to the Indenture
Trustee and the duty to cause newly appointed Paying Agents, if any, to
execute and deliver to the Indenture Trustee the instrument specified in
the Indenture regarding funds held in trust (Section 3.01);
(viii) notifying the Paying Agent to pay to the Indenture Trustee
all sums held in trust by the Paying Agent (Section 4.11);
(ix) the execution of all supplements, amendments, instruments of
further assurance and other instruments prepared by the Depositor and
delivered to the Securities Administrator for execution necessary to
protect the Collateral (Section 3.04);
(x) the notification to the Owner Trustee of the Issuing Entity's
non-compliance with its negative covenants or restricted payment covenants
upon actual knowledge by the Securities Administrator of such
non-compliance (Sections 3.07 and Section 3.19);
(xi) the furnishing of the Indenture Trustee with the names and
addresses of Holders of Notes during any period when the Indenture Trustee
is not the Note Registrar (Section 7.01); and
(xii) if necessary, the mailing to the Noteholders of notices
with respect to their consent to any supplemental indentures (Section
9.02);
(b) The Securities Administrator agrees to notify the Depositor not
later than thirty (30) days prior to the date on which the Depositor is required
to deliver the annual Opinion of Counsel and Officer's Certificate on behalf of
the Issuing Entity in accordance with Section 2(a)(vi) below.
(c) The Securities Administrator agrees to perform the duties and
obligations of the Securities Administrator expressly set forth in each Basic
Document to which it is a party as Securities Administrator.
(d) In carrying out the foregoing duties or any of its other
obligations under this Agreement, the Securities Administrator may enter into
transactions with or otherwise deal with any of its Affiliates; provided,
however, that the terms of any such transactions or dealings shall be in
accordance with any directions received from the Issuing Entity and shall be, in
the
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Securities Administrator's opinion, no less favorable to the Issuing Entity than
would be available from unaffiliated parties.
In carrying out the foregoing duties, the Securities Administrator shall
have the same rights, indemnifications and immunities as the Indenture Trustee
under the Indenture, including, without limitation, the right to compensation,
reimbursement and indemnification.
The Securities Administrator in its capacity as the Certificate Registrar,
and upon a request received from the Owner Trustee, shall promptly notify the
Certificateholders of (i) any change in the Corporate Trust Office of the Owner
Trustee, (ii) any amendment to the Trust Agreement requiring notice be given to
the Certificateholder and (iii) any other notice required to be given to the
Certificateholders by the Owner Trustee under the Trust Agreement.
Section 2. Duties of the Depositor With Respect to the Indenture.
(a) The Depositor shall take all appropriate action that is the duty
of the Issuing Entity or the Owner Trustee to take with respect to the following
matters under the Indenture (references are to sections of the Indenture):
(i) causing the preparation of the Notes (for execution by the
Owner Trustee) upon their initial issuance and causing the preparation of
an Issuing Entity Request (for execution by the Owner Trustee) for delivery
to the Indenture Trustee regarding the authentication of the Notes (Section
2.02)
(ii) causing the preparation of an Issuing Entity Request and
Officer's Certificate (and executing the same on behalf of the Issuing
Entity) and the obtaining of an Opinion of Counsel and Independent
Certificates, if necessary, for the release of the Collateral, as defined
in the Indenture (Section 8.04)
(iii) causing the preparation of Issuing Entity Requests (and
executing the same on behalf of the Issuing Entity) and the obtaining of
Opinions of Counsel with respect to the execution of supplemental
indentures;
(iv) causing the preparation, obtaining or filing of the
instruments, opinions and certificates and other documents required for the
release of collateral (Sections 8.04 and 10.01);
(v) the delivery of notice to the Indenture Trustee and the
Rating Agencies of each Event of Default under the Indenture (Sections 3.20
and 5.01);
(vi) the annual delivery of Opinions of Counsel, in accordance
with Section 3.05 of the Indenture, as to the Trust Estate, and the annual
delivery and execution of the Officers' Certificate (Section 3.08);
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(vii) causing the preparation and execution of an Officer's
Certificate and the obtaining of the Opinion of Counsel and the Independent
Certificate relating thereto with respect to any request by the Issuing
Entity to the Indenture Trustee or the Securities Administrator to take any
action under the Indenture (Sections 4.10 and 10.01);
(viii) obtaining and preserving the Issuing Entity's
qualification to do business in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of the Indenture, the Notes, the Collateral and each other
instrument and agreement included in the Trust Estate (Section 3.02).
(b) In addition to the duties of the Depositor set forth above, the
Depositor shall prepare for execution by the Issuing Entity or the Owner Trustee
or shall cause the preparation by other appropriate persons of all such
documents, reports, filings, instruments, certificates and opinions as it shall
be the duty of the Issuing Entity or the Owner Trustee to prepare, file or
deliver pursuant to the Related Agreements, and at the request of the Owner
Trustee shall take all appropriate action that it is the duty of the Issuing
Entity or Owner Trustee to take pursuant to the Related Agreements. Subject to
Section 5 of this Agreement, and in accordance with the directions of the Owner
Trustee, the Depositor shall administer, perform or supervise the performance of
such other activities in connection with the Collateral (including the Mortgage
Loans) as are not covered by any of the foregoing provisions and as are
expressly requested by the Owner Trustee and are reasonably within the
capability of the Depositor.
Section 3. Records. The Securities Administrator shall maintain
appropriate books of account, if any, and records relating to services performed
hereunder, which books of account and records shall be accessible for inspection
by the Issuing Entity and the Depositor at any time during normal business
hours.
Section 4. Compensation. The Securities Administrator will perform the
duties and provide the services called for under Section 1 above for such
compensation as shall be agreed upon between the Securities Administrator and
the Depositor.
Section 5. Additional Information to be Furnished to the Issuing
Entity. The Depositor shall furnish to the Issuing Entity from time to time such
additional information regarding the Collateral as the Issuing Entity shall
reasonably request.
Section 6. Independence of the Securities Administrator. For all
purposes of this Agreement, the Securities Administrator shall be an independent
contractor and shall not be subject to the supervision of the Issuing Entity or
the Owner Trustee with respect to the manner in which it accomplishes the
performance of its obligations hereunder. Unless expressly authorized by the
Issuing Entity, the Securities Administrator shall have no authority to act for
or represent the Issuing Entity or the Owner Trustee in any way and shall not
otherwise be deemed an agent of the Issuing Entity or the Owner Trustee.
Section 7. No Joint Venture. Nothing contained in this Agreement (i)
shall constitute the Securities Administrator or the Depositor, respectively,
and either of the Issuing
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Entity or the Owner Trustee, as members of any partnership, joint venture,
association, syndicate, unincorporated business or other separate entity, (ii)
shall be construed to impose any liability as such on any of them or (iii) shall
be deemed to confer on any of them any express, implied or apparent authority to
incur any obligation or liability on behalf of the others.
Section 8. Other Activities of Securities Administrator and the
Depositor. Nothing herein shall prevent the Securities Administrator, the
Depositor or their respective Affiliates from engaging in other businesses or,
in its sole discretion, from acting in a similar capacity as an Securities
Administrator for any other person or entity even though such person or entity
may engage in business activities similar to those of the Issuing Entity or the
Owner Trustee.
Section 9. Term of Agreement; Resignation and Removal of Securities
Administrator.
(a) This Agreement shall continue in force until the termination of
the Trust Agreement in accordance with its terms, upon which event this
Agreement shall automatically terminate.
(b) Subject to Section 9(e) hereof, the Securities Administrator may
resign its duties hereunder by providing the Issuing Entity with at least sixty
(60) days' prior written notice.
(c) Subject to Section 9(e) hereof, the Issuing Entity may remove the
Securities Administrator without cause by providing the Securities Administrator
with at least sixty (60) days' prior written notice.
(d) Subject to Section 9(e) hereof, the Issuing Entity may remove the
Securities Administrator immediately upon written notice of termination from the
Issuing Entity to the Securities Administrator if any of the following events
shall occur:
(i) the Securities Administrator shall default in the performance
of any of its duties under this Agreement and, after notice of such
default, shall not cure such default within ten (10) days (or, if such
default cannot be cured in such time, shall not give within ten (10) days
such assurance of cure as shall be reasonably satisfactory to the Issuing
Entity); or
(ii) a court having jurisdiction in the premises shall (x) enter
a decree or order for relief, which decree or order shall not have been
vacated within sixty (60) days, in respect of the Securities Administrator
in any involuntary case under any applicable bankruptcy, insolvency or
other similar law now or hereafter in effect, or (y) appoint a receiver,
liquidator, assignee, custodian, trustee, sequestrator or similar official
for the Securities Administrator or any substantial part of its property,
or (z) order the winding-up or liquidation of the Securities
Administrator's affairs; or
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(iii) the Securities Administrator shall commence a voluntary
case under any applicable bankruptcy, insolvency or other similar law now
or hereafter in effect, shall consent to the entry of an order for relief
in an involuntary case under any such law, or shall consent to the
appointment of a receiver, liquidator, assignee, trustee, custodian,
sequestrator or similar official for the Securities Administrator or any
substantial part of its property, shall consent to the taking of possession
by any such official of any substantial part of its property, shall make
any general assignment for the benefit of creditors or shall fail generally
to pay its debts as they become due.
The Securities Administrator agrees that if any of the events specified in
clauses (ii) or (iii) of this Section 9(d) shall occur, it shall give written
notice thereof to the Issuing Entity, the Depositor and the Indenture Trustee
within seven (7) days after the occurrence of such event.
(e) No resignation or removal of the Securities Administrator pursuant
to this Section shall be effective until (i) a successor Securities
Administrator shall have been appointed by the Issuing Entity (or the Depositor
on its behalf) and (ii) such successor Securities Administrator shall have
agreed in writing to be bound by the terms of this Agreement in the same manner
as the Securities Administrator is bound hereunder.
If a successor Securities Administrator does not take office within sixty
(60) days after the retiring Securities Administrator resigns or is removed, the
resigning or removed Securities Administrator or the Issuing Entity may petition
any court of competent jurisdiction for the appointment of a successor
Securities Administrator.
(f) The appointment of any successor Securities Administrator shall be
effective only if such successor Securities Administrator will not cause a
downgrading of any class of Notes by the Rating Agencies.
(g) Subject to Sections 9(e) and 9(f), the Securities Administrator
acknowledges that upon the appointment of a successor Master Servicer pursuant
to Section 6.02 of the Sale and Servicing Agreement, the Securities
Administrator shall immediately resign and such successor Master Servicer shall
automatically become the Securities Administrator under this Agreement. Any such
successor Master Servicer shall be required to agree to assume the duties of the
Securities Administrator under the terms and conditions of this Agreement in its
acceptance of appointment as successor Master Servicer.
Section 10. Action upon Termination, Resignation or Removal of the
Securities Administrator. Promptly upon the effective date of termination of
this Agreement pursuant to Section 9(a) hereof or the resignation or removal of
the Securities Administrator pursuant to Section 9(b) or (c) hereof,
respectively, the Securities Administrator shall be entitled to be paid all fees
and reimbursable expenses accruing to it to the date of such termination,
resignation or removal. The Securities Administrator shall forthwith upon such
termination pursuant to Section 9(a) deliver to the successor Securities
Administrator all property and documents of or relating to the Collateral then
in the custody of the Securities Administrator, or if this Agreement has been
terminated, to the Depositor. In the event of the resignation or
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removal of the Securities Administrator pursuant to Section 9(b), (c) or (d),
respectively, the Securities Administrator shall cooperate with the Issuing
Entity and take all reasonable steps requested to assist the Issuing Entity in
making an orderly transfer of the duties of the Securities Administrator.
Section 11. Notices. Any notice, report or other communication given
hereunder shall be in writing, delivered by mail, overnight courier or facsimile
and addressed as follows:
(a) if to the Issuing Entity, to:
Xxxxxxx Xxxxx Mortgage Backed Securities Trust, Series 2007-2
c/o Wilmington Trust Company
Xxxxxx Square North
0000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000-0000
Attention: Corporate Trust Administration
fax: (000) 000-0000
(b) if to the Securities Administrator, to:
Xxxxx Fargo Bank, N.A.
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Client Manager - Xxxxxxx Xxxxx Mortgage Backed
Securities Trust, Series 2007-2
fax: (000) 000-0000
(c) if to the Owner Trustee, to:
Wilmington Trust Company
Xxxxxx Square North
0000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000-0000
fax: (000) 000-0000
(d) if to the Depositor, to:
Xxxxxxx Xxxxx Mortgage Investors, Inc.
4 World Financial Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Legal Department - Xxxxxxx Xxxxx Mortgage Backed
Securities Trust, Series 2007-2
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or to such other address as any party shall have provided to the other parties
in writing. Any notice required to be in writing hereunder shall be deemed given
if such notice is mailed by certified mail, postage prepaid, hand delivered or
faxed to the address of such party as provided above.
Section 12. Amendments.
(a) This Agreement may be amended from time to time by the parties
hereto as specified in this Section, provided that any amendment be accompanied
by the written consent of the Indenture Trustee and an Opinion of Counsel shall
be furnished to the Indenture Trustee (which Opinion of Counsel shall not be at
the expense of the Indenture Trustee) stating that such amendment complies with
the provisions of this Section.
(b) If the purpose of the amendment is to prevent the imposition of
any federal or state taxes at any time that any Notes are outstanding (i.e.,
technical in nature), it shall not be necessary to obtain the consent of any
Noteholder, but the Indenture Trustee shall be furnished with an Opinion of
Counsel (which opinion shall not be at the expense of the Indenture Trustee)
that such amendment is necessary or helpful to prevent the imposition of such
taxes and is not materially adverse to any Noteholder.
(c) If the purpose of the amendment is to add or eliminate or change
any provision of this Agreement, it shall not be necessary to obtain the consent
of any Noteholder, but the Indenture Trustee shall be furnished, other than as
contemplated in clause (b) above, with either (i) a letter from each of the
Rating Agencies confirming that such amendment will not cause the Rating Agency
to qualify, downgrade or withdraw their then-current rating of the Notes or (ii)
an Opinion of Counsel, from the party requesting such amendment, stating that
such amendment will not materially and adversely affect any of the Noteholders.
(d) Promptly after the execution of any such amendment, the Securities
Administrator shall furnish a copy of such amendment to each Holder, the
Depositor and to the Rating Agencies.
Section 13. Successors and Assigns. This Agreement may not be assigned
by the Securities Administrator unless such assignment is previously consented
to in writing by the Owner Trustee and the Depositor. An assignment with such
consent and satisfaction, if accepted by the assignee, shall bind the assignee
hereunder in the same manner as the Securities Administrator is bound hereunder.
Notwithstanding the foregoing, this Agreement may be assigned by the Securities
Administrator without the consent of the Owner Trustee or the Depositor to a
corporation or other organization that is a successor (by merger, consolidation
or purchase of assets) to the Securities Administrator, provided that such
successor organization executes and delivers to the Issuing Entity, the Owner
Trustee and the Depositor an agreement in which such corporation or other
organization agrees to be bound hereunder by the terms of said assignment in the
same manner as the Securities Administrator is bound hereunder. Subject to the
foregoing, this Agreement shall bind any successors or assigns of the parties
hereto.
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Section 14. Governing Law. 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 LAWS PROVISIONS (OTHER THAN SECTIONS 54401 AND
5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAWS, WHICH SHALL APPLY HERETO), AND
THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Section 15. Headings. The section headings hereof have been inserted
for convenience of reference only and shall not be construed to affect the
meaning, construction or effect of this Agreement.
Section 16. Counterparts. This Agreement may be executed in
counterparts, each of which when so executed shall together constitute one and
the same agreement.
Section 17. Severability. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall be ineffective to the
extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.
Section 18. Not Applicable to Xxxxx Fargo Bank, N.A. in Other
Capacities. Nothing in this Agreement shall affect any obligation Xxxxx Fargo
Bank, N.A. may have in any other capacity.
Section 19. Limitation of Liability of Owner Trustee. Notwithstanding
anything contained herein to the contrary, this Agreement has been countersigned
by Wilmington Trust Company not in its individual capacity but solely in its
capacity as Owner Trustee of the Issuing Entity and in no event shall Wilmington
Trust Company in its individual capacity or any beneficial owner of the Issuing
Entity have any liability for the representations, warranties, covenants,
agreements or other obligations of the Issuing Entity hereunder, as to all of
which recourse shall be had solely to the assets of the Issuing Entity. For all
purposes of this Agreement, in the performance of any duties or obligations of
the Issuing Entity hereunder, the Owner Trustee shall be subject to, and
entitled to the benefits of, the terms and provisions of Articles VI, VII and
VIII of the Trust Agreement.
Section 20. Limitation of Liability of the Securities Administrator
Indemnification. Notwithstanding anything herein to the contrary, this Agreement
has been signed by Xxxxx Fargo Bank, N.A. not in its individual capacity but
solely in its capacity as Securities Administrator and in no event shall the
Securities Administrator in its individual capacity have any liability for the
representations, warranties, covenants, agreements or other obligations of the
Issuing Entity hereunder, as to all of which recourse shall be had solely to the
assets of the Issuing Entity. The Securities Administrator shall not have any
duties or obligations other than those expressly set forth in this Agreement,
and no implied duties on its part shall be read into this Agreement, In acting
as Securities Administrator, Xxxxx Fargo Bank, N.A. shall be
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entitled to the same benefits, rights, immunities, protections and rights to
indemnification as are afforded to the Indenture Trustee under Article VI of the
Indenture.
Section 21. Benefit of Agreement. It is expressly agreed that in
performing its duties under this Agreement, the Securities Administrator will
act for the benefit of holders of the Securities as well as for the benefit of
the Issuing Entity, and that such obligations on the part of the Securities
Administrator shall be enforceable at the instance of the Indenture Trustee and
the Issuing Entity.
Section 22. Bankruptcy Matters. No party to this Agreement shall take
any action to cause the Depositor or the Issuing Entity to dissolve in whole or
in part or file a voluntary petition or otherwise initiate proceedings to have
the Depositor or the Issuing Entity adjudicated bankrupt or insolvent, or
consent to the institution of bankruptcy or insolvency proceedings against the
Depositor or the Issuing Entity, or file a petition seeking or consenting to
reorganization or relief of the Depositor or the Issuing Entity as debtor under
any applicable federal or state law relating to bankruptcy, insolvency, or other
relief for debtors with respect to the Depositor or the Issuing Entity; or seek
or consent to the appointment of any trustee, receiver, conservator, assignee,
sequestrator, custodian, liquidator (or other similar official) of the Depositor
or the Issuing Entity or of all or any substantial part of the properties and
assets of the Depositor or the Issuing Entity, or cause the Issuing Entity to
make any general assignment for the benefit of creditors of the Depositor or the
Issuing Entity, or take any action in furtherance of any of the above actions.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the day and year first above written.
XXXXXXX XXXXX MORTGAGE BACKED SECURITIES
TRUST, SERIES 2007-2
By: Wilmington Trust Company, not in its
individual capacity but solely as
Owner Trustee
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
XXXXX FARGO BANK, N.A.,
as Securities Administrator
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
WILMINGTON TRUST COMPANY,
as Owner Trustee
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
XXXXXXX XXXXX MORTGAGE INVESTORS, INC.,
as Depositor
By:
------------------------------------
Name:
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Title:
---------------------------------
