41ST
FLOOR,
NEW YORK,
NEW
YORK,
10041,
ATTENTION:
RESIDENTIAL
MORTGAGE
SURVEILLANCE.
ANY
NOTICE
DELIVERED TO THE
DEPOSITOR
OR THE GRANTOR
TRUSTEE
UNDER THIS
AGREEMENT
SHALL BE EFFECTIVE
ONLY UPON
RECEIPT. ANY NOTICE REQUIRED OR PERMITTED TO BE MAILED TO A
CERTIFICATEHOLDER,
UNLESS OTHERWISE PROVIDED
HEREIN,
SHALL BE GIVEN BY FIRST-CLASS MAIL, POSTAGE PREPAID, AT THE ADDRESS OF SUCH
CERTIFICATEHOLDER AS
SHOWN IN THE
CERTIFICATE
REGISTER.
ANY NOTICE SO MAILED WITHIN THE TIME
PRESCRIBED
IN THIS
AGREEMENT
SHALL BE CONCLUSIVELY
PRESUMED TO HAVE BEEN DULY GIVEN WHEN MAILED,
WHETHER OR NOT THE CERTIFICATEHOLDER
RECEIVES SUCH NOTICE.
SECTION 9.09.
SEVERABILITY
OF PROVISIONS.
IF ANY ONE OR MORE OF THE COVENANTS,
AGREEMENTS,
PROVISIONS
OR
TERMS OF THIS
AGREEMENT
SHALL BE FOR ANY
REASON
WHATSOEVER
HELD
INVALID,
THEN
SUCH
COVENANTS,
AGREEMENTS,
PROVISIONS
OR TERMS
SHALL BE
DEEMED
SEVERED
FROM
THE
REMAINING
COVENANTS,
AGREEMENTS,
PROVISIONS
OR
TERMS
OF
THIS
AGREEMENT
AND
SHALL
IN NO
WAY
AFFECT
THE
VALIDITY
OR
ENFORCEABILITY
OF THE OTHER
PROVISIONS
OF THIS
AGREEMENT OR OF THE
CERTIFICATES
OR THE RIGHTS OF THE
HOLDERS THEREOF.
SECTION 9.10.
SUCCESSORS
AND ASSIGNS.
THE
PROVISIONS
OF THIS
AGREEMENT
SHALL BE BINDING
UPON AND INURE TO THE BENEFIT OF THE RESPECTIVE SUCCESSORS AND ASSIGNS OF THE PARTIES HERETO.
SECTION 9.11.
ARTICLE AND SECTION
HEADINGS.
THE ARTICLE AND SECTION HEADINGS HEREIN ARE FOR
CONVENIENCE OF REFERENCE ONLY, AND SHALL NOT LIMIT OR OTHERWISE AFFECT THE MEANING HEREOF.
SECTION 9.12.
COUNTERPARTS.
THIS
AGREEMENT
MAY BE
EXECUTED
IN TWO OR MORE
COUNTERPARTS,
EACH OF WHICH
WHEN SO
EXECUTED
AND
DELIVERED
SHALL BE AN
ORIGINAL
BUT ALL OF WHICH
TOGETHER
SHALL
CONSTITUTE ONE AND THE SAME INSTRUMENT.
SECTION 9.13.
NOTICE TO RATING
AGENCIES.
THE ARTICLE AND
SECTION
HEADINGS
HEREIN ARE FOR
CONVENIENCE
OF
REFERENCE
ONLY,
AND SHALL NOT
LIMITED OR
OTHERWISE
AFFECT THE
MEANING
HEREOF.
THE
GRANTOR
TRUSTEE
SHALL
PROMPTLY
PROVIDE
NOTICE
TO EACH
RATING
AGENCY
WITH
RESPECT
TO EACH OF THE
FOLLOWING OF WHICH IT HAS ACTUAL KNOWLEDGE:
(1)
Any material change or amendment to this Agreement;
(2)
The
resignation
or
termination
of the Grantor
Trustee
under this
Agreement;
(3)
The final payment to Certificateholders; and
(4)
Any change in the location of the Grantor Trust Distribution Account.
SECTION 9.14.
ENFORCEMENT
OF RIGHTS.
THE GRANTOR
TRUSTEE
SHALL TAKE SUCH ACTION AS MAY BE
NECESSARY TO ENFORCE THE RIGHTS OF THE TRUST PURSUANT TO THE SWAP
AGREEMENTS
AND, TO THE EXTENT ANY SWAP
AGREEMENT
IS
TERMINATED
PRIOR
TO THE
TERMINATION
DATE
SET
FORTH
THEREIN,
SHALL
ENTER
INTO
ANY
REPLACEMENT SWAP AGREEMENT AS DIRECTED BY THE DEPOSITOR.
[Signatures Follow]
IN WITNESS
WHEREOF,
the Depositor and the Grantor
Trustee have caused their names to be signed
hereto by their respective officers thereunto duly authorized as of the day and year first above written.
STRUCTURED ASSET MORTGAGE INVESTMENTS II INC, as
Depositor
By:
/s/ Baron Silverstein
Name: Baron Silverstein
Title: Senior Managing Director
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Grantor
Trustee
By:
/s/ Stacey M. Taylor
Name: Stacey M. Taylor
Title: Vice President
STATE OF NEW YORK
)
)
ss.:
COUNTY