Prime Mortgage Trust 2007-1 Sample Contracts

EMC MORTGAGE CORPORATION Purchaser, NATIONAL CITY MORTGAGE COMPANY Company, PURCHASE, WARRANTIES AND SERVICING AGREEMENT Dated as of October 1, 2001 (Fixed and Adjustable Rate Mortgage Loans)
Warranties and Servicing Agreement • November 27th, 2007 • Prime Mortgage Trust 2007-1 • Asset-backed securities • New York

This is a Purchase, Warranties and Servicing Agreement, dated as of October 1, 2001 and is executed between EMC MORTGAGE CORPORATION, as Purchaser (the "Purchaser"), and NATIONAL CITY MORTGAGE COMPANY (the "Company").

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STRUCTURED ASSET MORTGAGE INVESTMENTS II INC. MORTGAGE PASS-THROUGH CERTIFICATES UNDERWRITING AGREEMENT
Terms Agreement • April 23rd, 2007 • Prime Mortgage Trust 2007-1 • Asset-backed securities • New York
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EMC MORTGAGE CORPORATION Purchaser and WELLS FARGO BANK, N.A. Company
Custodial Agreement • August 16th, 2007 • Prime Mortgage Trust 2007-1 • Asset-backed securities • New York

This is an Amended and Restated Master Seller's Warranties and Servicing Agreement for residential first mortgage loans, dated and effective as of November 1, 2005, and is executed between EMC Mortgage Corporation, as purchaser (the "Purchaser"), and Wells Fargo Bank, N.A., as seller and servicer (the "Company").

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EMC MORTGAGE CORPORATION Purchaser, WACHOVIA MORTGAGE CORPORATION Seller SELLER’S PURCHASE, WARRANTIES AND SERVICING AGREEMENT Dated as of July 1, 2005
Assignment, Assumption and Recognition Agreement • November 27th, 2007 • Prime Mortgage Trust 2007-1 • Asset-backed securities • New York

This is a Seller’s Purchase, Warranties and Servicing Agreement, dated as of July 1, 2005 and is executed by and between EMC Mortgage Corporation, as purchaser (the “Purchaser”), and Wachovia Mortgage Corporation, as seller and servicer (in such capacity, the “Seller”).

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EMC MORTGAGE CORPORATION Purchaser, CHEVY CHASE BANK, F.S.B. Company, PURCHASE, WARRANTIES AND SERVICING AGREEMENT Dated as of July 1, 2001 (Adjustable Rate Mortgage Loans)
Purchase, Warranties and Servicing Agreement • November 27th, 2007 • Prime Mortgage Trust 2007-1 • Asset-backed securities • New York

This is a Purchase, Warranties and Servicing Agreement, dated as of July 1, 2001 and is executed between EMC Mortgage Corporation, as Purchaser (the "Purchaser") and Chevy Chase Bank, F.S.B., as the Company (the “Company”).

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STRUCTURED ASSET MORTGAGE INVESTMENTS II INC., DEPOSITOR U.S. BANK NATIONAL ASSOCIATION, TRUSTEE and EMC MORTGAGE CORPORATION SELLER AND MASTER SERVICER POOLING AND SERVICING AGREEMENT Dated as of March 1, 2007 Structured Asset Mortgage Investments II...
Pooling and Servicing Agreement • April 23rd, 2007 • Prime Mortgage Trust 2007-1 • Asset-backed securities • New York

THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT WHICH IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, UNLESS THE PROPOSED TRANSFEREE PROVIDES THE TRUSTEE WITH AN OPINION OF COUNSEL ADDRESSED TO THE DEPOSITOR, TRUSTEE AND MASTER SERVICER AND ON WHICH THEY MAY RELY THAT IS SATISFACTORY TO THE TRUSTEE THAT THE PURCHASE OF CERTIFICATES ON BEHALF OF SUCH PERSON WILL NOT RESULT IN OR CONSTITUTE A NONEXEMPT PROHIBITED TRANSACTION, IS PERMISSIBLE UNDER APPLICABLE LAW AND WILL NOT GIVE RISE TO ANY ADDITIONAL OBLIGATIONS ON THE PART OF THE DEPOSITOR, THE MASTER SERVICER OR THE TRUSTEE.

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ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • November 27th, 2007 • Prime Mortgage Trust 2007-1 • Asset-backed securities • New York

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Assignment and Assumption Agreement”), dated March 30, 2007, among EMC Mortgage Corporation, a Delaware corporation (the “Assignor”), U.S. Bank National Association, not individually but solely as trustee for the holders of Prime Mortgage Trust, Mortgage Pass-Through Certificates, Series 2007-1 (the “Assignee”) and Chevy Chase Bank, F.S.B. (the “Company”).

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ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
Assignment, Assumption and Recognition Agreement • August 16th, 2007 • Prime Mortgage Trust 2007-1 • Asset-backed securities • New York

This is an Assignment, Assumption and Recognition Agreement (this “AAR Agreement”) made as of March 30, 2007, among EMC Mortgage Corporation (the “Assignor”), U.S. Bank National Association, not individually but solely as trustee for the holders of Prime Mortgage Trust, Mortgage Pass-Through Certificates, Series 2007-1 (the “Assignee”) and Mid America Bank, fsb (the “Company”).

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ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
Assignment, Assumption and Recognition Agreement • November 27th, 2007 • Prime Mortgage Trust 2007-1 • Asset-backed securities • New York

This is an Assignment, Assumption and Recognition Agreement (this “AAR Agreement”) made as of March 30, 2007, among EMC Mortgage Corporation (the “Assignor”), U.S. Bank National Association, not individually but solely as trustee for the holders of the Prime Mortgage Trust, Mortgage Pass-Through Certificates, Series 2007-1 (the “Assignee”) and Wachovia Mortgage Corporation (the “Seller”).

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ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
Assignment, Assumption and Recognition Agreement • August 16th, 2007 • Prime Mortgage Trust 2007-1 • Asset-backed securities • New York

THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (the “Assignment and Assumption Agreement”), dated as of March 30, 2007, among EMC Mortgage Corporation, a Delaware corporation (the “Assignor”), U.S. Bank National Association, not individually but solely as trustee for the holders of Prime Mortgage Trust, Mortgage Pass-Through Certificates, Series 2007-1 (the “Assignee”) and Wells Fargo Bank, N.A. (the “Company”).

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ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
Assignment, Assumption and Recognition Agreement • August 16th, 2007 • Prime Mortgage Trust 2007-1 • Asset-backed securities • New York

This Assignment, Assumption and Recognition Agreement (the “AAR Agreement”) is made and entered into as of March 30, 2007 (the “Closing Date”), among Structured Asset Mortgage Investments II Inc. (the “Assignor”), U.S. Bank National Association, not individually but solely as trustee for the holders of Prime Mortgage Trust, Mortgage Pass-Through Certificates, Series 2007-1 (the “Assignee”) and EMC Mortgage Corporation (the “Company”).

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ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
Assignment, Assumption and Recognition Agreement • November 27th, 2007 • Prime Mortgage Trust 2007-1 • Asset-backed securities • New York

This is an Assignment, Assumption and Recognition Agreement (this “AAR Agreement”) made as of March 30, 2007, among EMC Mortgage Corporation (the “Assignor”), U.S. Bank National Association, not individually but solely as trustee for the holders of Prime Mortgage Trust, Mortgage Pass-Through Certificates, Series 2007-1 (the “Assignee”), National City Mortgage Co. (the “Company”) and Structured Asset Mortgage Investments II Inc. (“SAMI II”).

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STRUCTURED ASSET MORTGAGE INVESTMENTS II INC. Owner and EMC MORTGAGE CORPORATION Servicer SERVICING AGREEMENT Dated as of March 1, 2007 Prime Mortgage Trust 2007-1 Mortgage Pass-Through Certificates Series 2007-1
Servicing Agreement • August 16th, 2007 • Prime Mortgage Trust 2007-1 • Asset-backed securities • New York

THIS IS A SERVICING AGREEMENT, dated as of March 1, 2007, and is executed between Structured Asset Mortgage Investments II Inc. (the "Owner") and EMC Mortgage Corporation (the "Servicer").

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