Apr 9, 2011

Cross Reference info on Huffington.

http://www.huffingtonpost.com/2011/02/13/former-indymac-execs-fraud_n_822538.html#postComment

MERS MEMBER:
Corporate Name: IndyMac Venture, LLC
Address: 888 East Walnut Street
City,State,Zip: Pasadena, CA 91101
Toll Free Number: (800) 669-2300
Direct Number: (626) 535-5555
Fax Number: (626) 535-7854
Primary Contact: Sandy Schneider
Website: http://www.owb.com

Member Org ID: 1008191
Lines Of Business: Originator, Servicer, Subservicer, Investor, Document Custodian
eRegistry Participant: No
eDelivery Participant: No

COUNTRYWID¬E MORTGAGE INVESTMENT¬S, INC.
Jurisdicti¬on DE, 95-3983415 IRS ID#
Exchange where registered¬:
New York Stock Exchange
Commission File# 1-8972
Countrywid¬e Mortgage Investment¬s, Inc. (“CMI” or the “Company”) was incorporat¬ed
in the State of Maryland on July 16, 1985 and reincorpor¬ated in the State of
Delaware on March 6, 1987. The Company has elected to be taxed as a real estate
investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended
(the “Code”).

Exhibit 3.1

CERTIFICAT¬E OF AMENDMENT
OF CERTIFICAT¬E OF INCORPORAT¬ION
OF COUNTRYWID¬E MORTGAGE INVESTMENT¬S, INC.

Countrywid¬e Mortgage Investment¬s, Inc. has caused this certificat¬e to be signed by Angelo R. Mozilo, its President, and Sandor E.
Samuels, its Secretary, this 11th day of December, 1993

Indymac Bancorp Inc • ‘S-3′
CMO Collateralized Mortgage Obligation

During the mortgage loan origination process or upon early payment default, CWM MORTGAGE HOLDINGS, INC. (“CWM”) 35 North Lake Avenue, Pasadena, California 91101-1857 (formerly Countrywide Mortgage Investments, Inc.) is at risk of loss to the extent that such seller does not perform its obligations

CWM acts as master servicer with respect to the mortgage loans it sells.
Master Servicing includes collecting loan payments from servicers of loans and remitting loan payments, less master servicing fees and other fees, to a trustee for each series of mortgage-backed securities master serviced.

Master Servicer, CWM, monitors compliance with its servicing guidelines.

CWM is required to perform, or to contract with a third party to perform, all obligations not adequately performed by any servicer.

CWM Master Servicing as of 9/30/1994:
27,084 loans $6.3 billion outstanding principal balance

REMIC – CWM Master Services on a non-recourse basis substantially all of the mortgage loans it purchases.

Each series of mortgage-backed securities is typically fully payable from the mortgage assets underlying such series, and the recourse of investors is limited to those assets and any credit enhancement features, such as insurance.

Generally, any losses in excess of the credit enhancement (insurance) obtained are borne by the security holders.

Except in the case of a breach of the standard representations and warranties made by CWM when mortgage loans are securitized, the securities are non-recourse to CWM.

Typically, CWM will have recourse to the sellers of loans for any such breaches, but there can be no assurance as to the SELLER’s abilities to honor their respective obligations.

CWM established mortgage loan purchase commitments (‘Master Commitments’) with SELLERS that, subject to certain conditions, entitle the SELLER to SELL and obligate CWM to PURCHASE (BUY) a specified dollar amount of non-conforming mortgage loans over a period generally ranging from three months to one year.

Master Commitment specify whether a SELLER may sell loans to CWM on a mandatory, best efforts or optional basis, or a combination thereof.

Master Commitments do not obligate CWM to purchase loans at a specific price, but rather provide the seller with a future outlet for the sale of its originated loans based on CWM quoted prices at time of PURCHASE (BUY).

Master Commitments specify types of mortgage loans seller is entitled to sell to CWM and generally range from $5Million to $1Billion in aggregate committed principal amount.

The provisions of CWM Seller/Servicer Guide are incorporated in each Master Commitment.

Provisions may be modified by negotiations between the parties.
Individualized Master Commitment options available to SELLERS which include alternative pricing structures.

To obtain a Master Commitment, each SELLER is generally expected to pay a non-refundable upfront or non-delivery fee, or both, to CWM.

9/30/1994, CWM had outstanding Master Commitments with 100 SELLERS to purchase mortgage loans in the aggregate principal amount of appox. $9.3 Billion over periods ranging from 3 months to one year, of which $2.4 Billion had been purchased or committed to be purchased pursuant to …
(pick up at page 16) http://www.secinfo.com/dsvRa.b8u.htm?Find=securitized#17thPage

1994 Subsidiaries of
CWM Mortgage Holdings, Inc.
EXHIBIT 21.1
SUBSIDIARIES OF

CWM MORTGAGE HOLDINGS, INC.

SUBSIDIARY STATE OF INCORPORATION OR OWNERSHIP
ORIGINATION

CWM MORTGAGE OBLIGATIONS II, INC. DELAWARE DIRECT
CWM MORTGAGE OBLIGATIONS III, INC. DELAWARE DIRECT
INDEPENDENT NATIONAL MORTGAGE CORP. DELAWARE DIRECT
INDEPENDENT LENDING CORPORATION DELAWARE DIRECT
COUNTRYWIDE MORTGAGE TRUST 1987-I DELAWARE BUSINESS TRUST INDIRECT
COUNTRYWIDE MORTGAGE TRUST 1987-II DELAWARE BUSINESS TRUST INDIRECT
COUNTRYWIDE CASH FLOW BOND TRUST DELAWARE BUSINESS TRUST INDIRECT
COUNTRYWIDE MORTGAGE TRUST 1993-I DELAWARE BUSINESS TRUST INDIRECT
COUNTRYWIDE MORTGAGE TRUST 1993-II DELAWARE BUSINESS TRUST INDIRECT

___________________________________________________________________________________

Exhibit 21.1 2007-2008 Subsidiaries of
SUBSIDIARIES OF INDYMAC BANCORP, INC.

STATE OF INCORPORATION
SUBSIDIARY OR ORGANIZATION OWNERSHIP

IndyMac Intermediate Holdings, Inc. Delaware Direct

IndyMac Bank, F.S.B. Federally Chartered Indirect

Financial Freedom Senior Funding Corporation Delaware Indirect

IndyMac Retained Delaware Indirect

Substantially all of the CWM assets are pledged to secure the repayment of Collateralized Mortgage Obligations, reverse purchase agreements and other borrowings.

Anticipated substantially all of the mortgage loans CWM acquires in the future will also be pledged to secure borrowings pending securitization or sale or as part of their long-term financing.

Cash flows received by CWM from its investments that have not yet been distributed, pledged or used to acquire mortgage loans or other investments may be the only unpledged assets available to unsecured creditors and stockholders in the event of liquidation of CWM.

In purchasing mortgage loans and issuing mortgage-backed securities, the
Company competes with established mortgage conduit programs, investment banking firms, savings and loan associations, banks, FNMA, FHLMC, the Government National Mortgage Association (‘GNMA’), mortgage bankers, insurance companies, other lenders and other entities purchasing mortgage assets. Certain changes currently taking place in the mortgage industry, including technological initiatives promoted by FNMA and FHLMC which could give such entities direct access to mortgage borrowers, may have an adverse impact upon current sellers to the Company’s mortgage conduit operations.

Mortgage backed security is a type of derivative security, the cash flow on which is derived from payments on an underlying pool of mortgage loans.

Subordinated securities refers to mortgage-backed securities that are rated below AAA by S&P) …

Securities retained in connection with its issuance of mortgage-backed securities in the form of REMIC’s

Securities purchased in third party transactions.

Liquidity:
CWM uses proceeds from, among other things,

Reverse purchase agreements to meet its working capital needs.

CWM reverse purchase arrangements are subject to collateral maintenance agreements whereby the Company, in effect, may borrow a specified percentage of the market value of the mortgage loans and mortgage-backed securities which are the subject of the arrangements.

Market value generally determined by the LENDER.

If market value of the collateral declines (as will be the case if interest rates increase), additional collateral is required to secure such borrowings.

If the required amount of collateral is increased, CWM ability to raise funds through subsequent similar arrangement may be diminished.

If CWM fails to post such additional collateral, the LENDER may terminate such arrangement, accelerate CWM obligations and sell or retain the existing collateral in order to satisfy CWM debt.

CWM as implemented a hedging strategy for the portion of its mortgage portfolio held for sale which to some extent may mitigate the effects of adverse market movement.

Currently CWM does not have committed financing facilities available for the portion of its warehouse lending program pursuant to which CWM may make loans that are secured by SERVICING rights, SERVICING sales receivables and FORECLOSURE and REPURCHASE MORTGAGE LOANS, nor does CWM have committed financing facilities available for its newly organized CLP’s.

POTENTIAL CONFLICTS OF INTEREST

Although the Company believes that its relationships with
CAMC,
CCI and
CFC
provide significant benefits to its various operations, CWM is subject
to potential conflicts of interest arising from its relationship with its
manager, CAMC, and CAMC’s affiliates.

CAMC, through its affiliation with CFC,
has interests that conflict with those of CWM in fulfilling many of its
duties.

Although CWM generally purchases (BUYER) mortgage loans on a servicing
retained basis (where the seller retains the servicing rights) and

CFC purchases (BUYER)mortgage loans on a servicing released basis
(where the buyer acquires the servicing rights),
CWM may from time to time compete with CFC for the
purchase of mortgage loans in those cases where sellers are evaluating servicing
retained as well as servicing released sales options.

In addition, CWM relies upon CAMC
(which has entered into a subcontract with CFC to provide
certain management services to CWM) for the day-to-day operation of its
business.

Currently, CWM has no employees and relies upon CAMC and its
employees to conduct CWM business including its mortgage conduit,
warehouse lending and construction lending operations.

In conducting its operations, CWM may utilize
CFC as a resource for:
loan servicing, personnel administration and loan production.

No assurance can be given that the Company’s relationships with CAMC and its affiliates will continue indefinitely.

The failure or inability of CAMC to provide the services required of it under
the management agreement (or of CFC to perform its obligations under its
subcontract with CAMC) or any other agreements or arrangements with CWM
could have a material adverse effect on CWM’s business. In addition, as
sole holder of all outstanding voting stock of INMC, CFC has the right to elect all
directors of INMC.

Such directors elect the INMC officers and determine the dividend policy of INMC.