FEDERAL HOME LOAN MORTGAGE CORPORATION
ACKNOWLEDGEMENT AGREEMENT
This Acknowledgement Agreement, entered into effective as of the
23rd
day of March , 1995[1] (the "Agreement"), by and among the Federal Home
Loan
Mortgage Corporation, a corporate instrumentality of the United States
("Xxxxxxx
Mac"), MONUMENT MORTGAGE, INC.,[2] organized and existing under the laws
of the
STATE OF CALIFORNIA,[3] whose chief executive office is located at 0000
XXXXXX
XXXXXX, XXXXX 000. WALNUT CREEK, CA 94598[4](the "Servicer"), and
RESIDENTIAL
FUNDING CORPORATION,[5] organized and existing under the laws of the
STATE OF
DELAWARE,[6]whose chief executive office is located at 0000 XXXXXXXXXX XXXX
XXXX.
XXXXX 000, XXXXXXXXXXX, XXXXXXXXX 00000[0] (the "Secured Party");
W I T N E S S E T H:
WHEREAS, the Servicer and the Secured Party have entered into,
or,
contemporaneous with the execution of this Agreement, intend to enter
into, a
security agreement (the "Security Agreement") whereby the Servicer
granted, or
will grant, to the Secured Party a security interest in, among other
things, (a)
part or all of the conditional, non-delegable right of the Servicer to
service
certain single-family mortgages for Xxxxxxx Mac, which mortgages are
described
with particularity in Addendum A to this Agreement (the
"Mortgages"), in
exchange for the right to retain certain payments otherwise due to Xxxxxxx
Mac,
pursuant to the terms of the unitary, indivisible master servicing contract
(the
"Servicing Contract"`, a; described in the Xxxxxxx Xxx Xxxxxxx' and
Servicers'
Guide, as it may be amended from time to time (the "Guide"), and
(b) any
proceeds resulting from the sale of such right to service mortgages for
Xxxxxxx
Mac (the Servicing Contract and such proceeds hereinafter referred to
as the
"Servicing Collateral;" the security interest in the Servicing Collateral
held
by the Secured Party hereinafter referred to as the "Servicing
Security
Interest"); and
___________________
[1] Type day, month and year on which Agreement is executed by Servicer.
[2] Type complete legal name of Servicer.
[3] If Servicer is a corporation or a depository institution organized
under
state law, type name of state in which the corporation or depository
institution
was organized, as follows "state of CALIFORNIA (name of state)." If
Servicer is
a depository institution organized under the laws of the United States
(such as
a federally-chartered commercial bank or savings and loan association),
type
"United States."
[4] Type street address (including any office, suite or floor number),
city and
state or Servicer's chief executive office.
[5] Type complete legal name of Secured Party.
[6] If the Secured Party is a corporation or a depository institution
organized
under state law, type name of state in which the corporation or depository
institution was organized, as follows: "state of DELAWARE (name of
state)." If
the Secured Party is a depository institution organized under the laws of
the
United States (such as a federally-chartered commercial bank or savings and
loan
association) type "United States."
[7] Type street address (including any office, suite or floor number),
city and
state of Secured Party's chief executive office.
WHEREAS, the Servicer's grant of the Servicing Security
Interest is
prohibited under the terms of the Guide, unless Xxxxxxx Mac shall consent
to the
grant of such security interest by entering into this Agreement; and
WHEREAS, the Servicer and the Secured Party have requested that
Xxxxxxx
Mac consent to the grant of the Servicing Security Interest, and Xxxxxxx
Mac is
agreeable to so doing, on the terms and conditions set forth in this
Agreement,
in consideration of the acknowledgments, promises, undertakings,
warranties and
representations on the part of the Servicer and the Secured Party set
forth in
this Agreement.
NOW, THEREFORE, for good and valuable consideration, the
receipt and
sufficiency of which are hereby acknowledged, the parties hereto
agree as
follows:
1. Extent of Servicing Security Interest. Based upon the
representations
and warranties of the Servicer and the Secured Party set forth in
this
Agreement, and subject to the terms and conditions stated herein,
Xxxxxxx Mac
consents to the grant by the Servicer of the Servicing Security Interest
in the
Servicing Collateral, but does not consent to the grant of any other
security
interest in collateral not included in the Servicing Collateral.
2. Purpose of Servicing Security Interest; Loan Participation
and
Assignment of a Loan; No Additional Interests in Servicing Security
Interest.
The Servicer represents and warrants that it has granted or will
grant the
Servicing Security Interest, and the Secured Party represents and warrants
that
it has taken or will take the Servicing Security Interest, as
collateral to
secure an extension of credit for a purpose permitted by Xxxxxxx Mac.
The
Secured Party also represents and warrants that, if it sells one or
more
participations in a loan, or assigns a loan, made to the Servicer in
connection
with the Security Agreement, each participant or the assignee shall be
bound by
a written agreement with the Secured Party (a) to benefit under the
Security
Agreement and this Agreement exclusively by and through the Secured Party,
(b)
to authorize the Secured Party or its agent to act exclusively for
each
participant or the assignee with respect to this Agreement and Xxxxxxx
Mac, and
(c) to agree that all terms of this Agreement shall be binding
upon the
participant or the assignee as if it had executed the same. The Servicer
and the
Secured Party each further represents and warrants that, besides the
grant of
the Servicing Security Interest by the Servicer, and/or a sale of a
loan
participation or assignment of a loan (as provided for in the
immediately
preceding sentence) by the Secured Party, it has not, and it will not,
sell,
grant or convey to any other person any interest whatsoever in this
Agreement,
the Servicing Security Interest, the Servicing Collateral, and/or the
Servicing
Contract.
3. Filing of Financing Statement. If, under the Security Agreement,
the
Servicer grants to the Secured Party the Servicing Security Interest, but
does
not grant to the Secured Party a security `merest in other rights
which are
similar to the Servicing Collateral and which are owned by the Federal
National
Mortgage Association ("Xxxxxx Xxx"), the Government National
Mortgage
Association ("Xxxxxx Mae"), or another investor, the Secured Party agrees
that
it will write, or cause to be written, the following language in, or
attached
to, each financing statement which it shall file, or cause to be
filed, in
connection with the Security Agreement:
"The security interest referred to in this financing statement
is subject and subordinate in each and every respect (a) to all
rights,
powers and prerogatives of Xxxxxxx Mac under and in connection
with
Purchase Documents, as that term is defined in the Xxxxxxx Xxx
Xxxxxxx'
& Servicers' Guide, which rights include, without limitation, the
right
of Xxxxxxx Mac to disqualify the debtor named herein as an
approved
Xxxxxxx Mac seller/servicer, with or without cause, and the
right to
terminate the unitary, indivisible master servicing contract
and to
transfer and sell all or any portion of said servicing
contract, as
provided in the Purchase Documents; and (b) to all claims of
Xxxxxxx
Mac arising out of any and all defaults and outstanding
obligations of
the debtor to Xxxxxxx Mac."
If, in contrast to the facts set forth in the immediate preceding
paragraph, the Servicer, in addition to granting to the Secured
Party the
Servicing Security Interest, also grants to the Secured Party a
security
interest in other rights which are similar to the Servicing Collateral and
which
are owned by Xxxxxx Xxx, Xxxxxx Xxx, or another investor, the Secured
Party
agrees that it will write, or cause to be written, the following language
in, or
attached to, each financing statement which it shall file, or cause to be
filed,
in connection with the Security Agreement:
"The security interest referred to in this financing
statement is
subject and subordinate in each and every respect (a) to all
rights,
powers and prerogatives of one or more of the following: the
Federal
Home Loan Mortgage Corporation ("Xxxxxxx Mac"), the Federal
National
Mortgage Association ("Xxxxxx Mae"), the Government National
Mortgage
Corporation ("Xxxxxx Xxx"), or such other investors that own
mortgage
loans, or which guaranty payments on securities based on and
backed by
pools of mortgage loans, identified on the exhibit(s) or
schedule(s)
attached to this financing statement (the "Investors"); and (b)
to all
claims of an Investor arising out of any and all defaults
and
outstanding obligations of the debtor to the Investor. Such
rights,
powers and prerogatives of the Investors may include,
without
limitation, one or more of the following: the right of an
Investor to
disqualify the debtor from participating in a mortgage
selling or
servicing program or a securities guaranty program with the
Investor;
the right to terminate contract rights of the debtor relating to
such a
mortgage selling or servicing program or securities guaranty
program;
and the right to transfer and sell all or any portion of such
contract
rights following the termination of those rights."
4. Subordination of Servicing Security Interest. The Secured Party
and the
Servicer hereby acknowledge that the Servicing Security Interest is
subject and
subordinate in each and every respect (a) to all rights, powers and
perogatives
of Xxxxxxx Mac under and in connection with the Purchase Documents, as that
term
is defined in the Xxxxxxx Xxx Xxxxxxx' & Servicers' Guide, which rights
include,
without limitation, the right of Xxxxxxx Mac to disqualify the Servicer
as an
approved Xxxxxxx Mac seller/servicer, with or without cause, and the
right to
terminate the Servicing Contract with the Servicer and to transfer and
sell all
or any portion of the Servicing Contract, as provided in the Purchase
Documents;
and (b) to payment of all of Xxxxxxx Mac's Claims and Xxxxxxx Mac's
Servicing
Transfer Costs, as defined below in Sections 8(a)(1) and 8(a)(2) of
this
Agreement.
5. Non-Applicability of Security Agreement and of UCC. Each of the
parties
agrees, and expressly acknowledges its understanding, that Xxxxxxx Mac
shall not
be bound in any way whatsoever by any terms or provisions of the
Security
Agreement, and that in the event of an actual or apparent conflict
between the
provisions of the Security Agreement and the provisions of this Agreement
with
respect to the rights or obligations of the Servicer or the Secured Party,
the
provisions of this Agreement shall govern. Each of the parties also
agrees, and
expressly acknowledges its understanding, that Xxxxxxx Mac's rights
and
obligations under this Agreement will in no way be derived from or
subject to
Article 9 of the UCC, as it may have been adopted in any state or
federal
district or territory; provided, however, that the foregoing provision
shall not
affect the applicability of Article 9 to the creation and validity
of the
Servicing Security Interest and the enforceability of the Servicing
Security
Interest against the Servicer or third parties other than Xxxxxxx Mac.
6. Continuation of Security Interest in Proceeds. Each of the
parties
agrees, and expressly acknowledges its understanding, that if Xxxxxxx Mac
shall
exercise its right to terminate the Servicing Contract, the Secured
Party's
Servicing Security Interest shall continue with respect to any Surplus
Proceeds,
as that term is defined in Section 8(a)(11) below, subject to all of the
terms
and conditions of Sections 8(a) through 8(9) below.
7. Covenant to Cooperate and Not to Interfere; Waiver of Standing to
Xxx.
The Servicer and the Secured Party (to the extent that the Secured
Party may
directly or indirectly be in possession or control of any of the
Servicing
Collateral or any documentation, agreements, data, information or
proceeds
related in any way to the Servicing Collateral or the Servicing Contract)
each
covenants that it will cooperate with Xxxxxxx Mac in all respects in
connection
with any termination of, or transfer or sale of, the Servicing
Contract by
Xxxxxxx Mac. The Secured Party hereby waives any and all right or standing
which
it may have, directly or indirectly, as a secured creditor of the
Servicer, or
in any other capacity, to protest a disqualification of the Servicer
as an
approved Xxxxxxx Mac seller/servicer or a termination by Xxxxxxx Mac
of the
Servicing Contract, and agrees not to interfere in any way,
directly or
indirectly, with any termination by Xxxxxxx Mac of the Servicing
Contract or
with Xxxxxxx Mac's exercise of any of its rights relating thereto,
including
Xxxxxxx Mac's right to effectuate an Interim Servicing Transfer or a
Permanent
Servicing Transfer, as defined below in Sections 8(a)(3) and 8(a)(4).
The
Secured Party also hereby waives any right or standing which it might
otherwise
have to bring suit, and hereby covenants that it All not bring suit to
restrain
or enjoin any termination of, or transfer or sale of, the Servicing
Contract by
Xxxxxxx Mac, or any exercise by Xxxxxxx Mac of any of its rights
relating
thereto, including Xxxxxxx Mac's right to effectuate an Interim
Servicing
Transfer or a Permanent Servicing Transfer; provided, however, that the
Secured
Party does not hereby waive its right to bring suit against Xxxxxxx
Mac for
damages arising out a breach of this Agreement by Xxxxxxx Mac.
8. Permanent Servicing Transfer by Xxxxxxx Mac; Payment of
Surplus
Proceeds.
(a) Definitions. For the purposes of this Agreement, the
following
terms shall have the meanings ascribed to them in the paragraphs below.
1. "Xxxxxxx Mac's Claims" means the amounts of any
and all
defaults and outstanding obligations of the Servicer due and owing to
Xxxxxxx
Mac, including Xxxxxxx Mac's attorneys' fees and costs, whether arising
under
the Purchase Documents or any agreement or instrument constituting part
of, or
entered into or given in connection with, a purchase contract (including,
but
not limited to, a guaranty, a letter of credit agreement, an
indemnity
agreement, or a spread account agreement); or associated with the
purchase or
sale of securities from or to Xxxxxxx Mac (including, but not limited
to, any
transactions entered into between the Servicer and the Security
Sales and
Trading Group ("SS&TG") of Xxxxxxx Mac, or any organizational units of
Xxxxxxx
Mac which may, at any time hereafter, perform any or all of the functions
which
are presently performed by SS&TG); or associated with repurchase
agreement
transactions with Xxxxxxx Mac; or arising under any other agreement
between the
Servicer and Xxxxxxx Mac.
2. "Xxxxxxx Mac's Servicing Transfer Costs" means all
costs and
expenses incurred by Xxxxxxx Mac relating to or arising from a Termination
With
Cause or a Termination Without Cause; all payments made or costs
incurred by
Xxxxxxx Mac with respect to an Interim Servicing Transfer; and all
costs and
expenses incurred by Xxxxxxx Mac in connection with an actual or
proposed
Permanent Servicing Transfer; and including Xxxxxxx Mac's attorneys'
fees and
costs.
3. "Interim Servicing Transfer" means the appointment
of a
servicer by Xxxxxxx Mac to service the Mortgages, usually for a period
not to
exceed 180 days, following a Termination With Cause or a Termination
Without
Cause and prior to the effective date of a Permanent Servicing
Transfer,
effectuated in accordance with the Servicing Transfer Procedures.
4. "Permanent Servicing Transfer" means a transfer of
the
Servicing Contract to a new servicer, following a Termination With Cause
or a
Termination Without Cause and, if applicable, following an Interim
Servicing
Transfer, all effectuated in accordance with the Servicing Transfer
Procedures.
5. "Secured Party's Claims" means all defaults and
outstanding
obligations of the Servicer to the Secured Party under the Security
Agreement,
and any related loan agreements or other agreements between the Servicer
and the
Secured Party.
6. "Secured Party's Servicing Transfer Costs" means all
costs and
expenses incurred by the Secured Party in connection with an actual or
proposed
Permanent Servicing Transfer.
7. "Servicing Transfer With Assumption of Warranties"
means a
Permanent Servicing Transfer in which the new servicer assumes all
of the
warranties and obligations of the Servicer under the Purchase Documents
relating
to the sale of the Mortgages to, or the servicing of the Mortgages for,
Xxxxxxx
Mac, regardless of whether such warranties and obligations were made and
assumed
by the Servicer upon the sale of the Mortgages to Xxxxxxx Mac or assumed
by the
Servicer thereafter.
8. "Servicing Transfer Without Assumption of Warranties"
means a
Permanent Servicing Transfer in which the new servicer does not assume
all of
the warranties and obligations of the Servicer under the Purchase
Documents
relating to the sale of the Mortgages to, or the servicing of the Mortgages
for,
Xxxxxxx Mac, regardless of whether such warranties and obligations were
made and
assumed by the Servicer upon the sale of the Mortgages to Xxxxxxx Mac or
assumed
by the Servicer thereafter.
9. "Servicing Transfer Proceeds" means the consideration
paid by
a new servicer to Xxxxxxx Mac in a Permanent Servicing Transfer
transaction.
10. "Servicing Transfer Procedures" means the provisions
of the
Purchase Documents which prescribe the terms and conditions under
which the
Seryicing Contract may be terminated and transferred and sold, as
supplemented
by Xxxxxxx Mac corporate policies relating to servicing transfer
procedures, as
the same may be revised from time to time, which shall at all times apply
with
equal force and effect to all Interim Servicing Transfers and to all
Permanent
Servicing Transfers effectuated by Xxxxxxx Mac, whether occurring
pursuant to
this Agreement or not.
11. "Surplus Proceeds" means any monies available for
payment to
the Secured Party and to the Servicer, equal to the balance of monies
remaining
from the Servicing Transfer Proceeds or the Termination Fee after
deduction
therefrom of the amounts of Xxxxxxx Mac's Claims and Xxxxxxx Mac's
Servicing
Transfer Costs.
12. "Termination Fee" means the fee payable by Xxxxxxx
Mac
resulting from a Termination Without Cause, as determined under the
Purchase
Documents.
13. "Termination With Cause" means a termination of the
Servicing
Contract between Xxxxxxx Mac and the Servicer for cause under the
Purchase
Documents.
14. "Termination Cause" means a termination of the
Servicing
Contract between Xxxxxxx Mac and the Servicer without cause under the
Purchase
Documents, pursuant to which a Termination Fee is payable by Xxxxxxx Mac.
(b) Notice to Secured Party of Termination With Cause or
Termination
Without Cause; Interim Servicing Transfer. Xxxxxxx Mac shall have at all
times
the unqualified right to effect a Termination With Cause or a
Termination
Without Cause and to transfer and sell the Servicing Contract in accordance
with
the Servicing Transfer Procedures. If Xxxxxxx Mac shall effect a
Termination
With Cause or a Termination Without Cause with respect to the
Servicing
Contract, Xxxxxxx Mac will give the Secured Party notice of the
same, in
accordance with the provisions of Section 8(b)(1) below.
1. Notice to Secured Party. Xxxxxxx Mac will give notice
of a
Termination With Cause or a Termination Without Cause to the Secured
Party
within ten (10) days after the date of the notice of termination. The
notice
shall be in the form of a copy of the notice of Termination With
Cause or
Termination Without Cause sent to the Servicer. Notwithstanding the terms
of the
first sentence of this Section 8(b)(1), the Secured Party agrees, and
expressly
acknowledges its understanding that (A) Xxxxxxx Mac will not be liable
to the
Secured Party for failure to provide such notice on a timely basis and
(B) the
Secured Party may contract with the Servicer to require the Servicer to
provide
such notice on a timely basis.
Following receipt of notice of the termination, the Secured Party may
then
contact Xxxxxxx Mac to determine (A) whether the termination was a
Termination
With Cause or a Termination Without Cause; and (B) whether the
termination has
been followed by an immediate Interim Servicing Transfer. Xxxxxxx Mac
agrees
that, within fifteen (15) days after giving the notice provided for in the
first
paragraph of this Section 8(b)(1), and within each thirty (30)-day
period
thereafter until a Permanent Servicing Transfer has been effectuated, it
will
provide the Secured Party with estimates of Xxxxxxx Maces Claims and
Xxxxxxx
Mac's Servicing Transfer Costs. Xxxxxxx Mac will also provide the Secured
Party
with the final amounts of Xxxxxxx Mac's Claims and Xxxxxxx Mac's
Servicing
Costs, as provided in Sections 8(c) and 8(f) below.
2. Interim Servicing Transfer Immediate Effectuateded.
If,
following the termination, Xxxxxxx Mac shall have immediately
effectuated an
Interim Servicing Transfer, the Secured Party may exercise its option to
seek to
arrange a Permanent Servicing Transfer, as set forth in Section 8(c) below.
3. Impracticality of Interim Servicing Transfer. Xxxxxxx
Mac and
the Secured Party agree, and expressly acknowledge their understanding,
that
incurring the cost of an Interim Servicing Transfer may be
impractical,
particularly if it shall appear likely that the cost of an Interim
Servicing
Transfer may exceed the amount of Xxxxxxx Mac's Claims and Xxxxxxx
Mac's
Servicing Transfer Costs. If, following a termination, Xxxxxxx Mac
shall
determine that effectuating an Interim Servicing is impractical,
Xxxxxxx Mac
shall immediately notify the Secured Party of that determination. The
Secured
Party expressly acknowledges its understanding that, in such case, the
Secured
Party likely would not elect to seek to arrange a Permanent Servicing
Transfer
under Section 8(c) below, and Xxxxxxx Mac would instead assume
sole
responsibility for effectuating a Permanent Servicing Transfer in
accordance
with the provisions of Section 8(d) below. If, however, after
reviewing the
first estimates of Xxxxxxx Mac's Claims and Xxxxxxx Mac's Servicing
Transfer
Costs provided under Section 8(b)(1), the Secured Party nevertheless in
good
faith disagrees with Xxxxxxx Mac's determination regarding the
economic
impracticality of an Interim Servicing Transfer, the Secured Party shall
have
the right to arrange an Interim Servicing Transfer with a Xxxxxxx Mac-
approved
servicer. Such an Interim Servicing Transfer shall only be on terms no
less
favorable to Xxxxxxx Mac than those negotiable by Xxxxxxx Mac.
If the Secured Party shall decide to exercise its right to arrange an
Interim
Servicing Transfer, it shall give Xxxxxxx Mac notice of its latent to
do so
within a reasonable period of time after receiving Xxxxxxx Mac's notice
provided
for in the immediately preceding paragraph. If the Secured Party gives
Xxxxxxx
Mac such notice, the Secured Party shall have a reasonable period of
time to
arrange for the Interim Servicing Transfer. If the Secured Party shall
arrange
for an Interim Servicing Transfer on the terms set forth in the
immediately
preceding paragraph, Xxxxxxx Mac and the Secured Party shall then
proceed to
arrange for a Permanent Servicing Transfer in accordance with the
provisions of
Sections 8(c) and 8(d) below (excluding the notice provision set forth
in the
first clause of the first sentence of Section 8(c)).
If it shall eventually occur that the amount of the Servicing Transfer
Proceeds
are less than the amount of the sum of Xxxxxxx Mac's Claims and Xxxxxxx
Mac's
Servicing Transfer Costs, the Secured Party hereby expressly agrees to
indemnify
Xxxxxxx Mac for the amount of the difference; provided, however, that the
amount
of indemnification shall under no circumstances be greater than the cost
of the
Interim Servicing Transfer arranged by the Secured Party under this
Section
8(b)(3). Xxxxxxx Mac may request of the Secured Party reasonable
assurances of
the Secured Party's ability to pay a prospective claim for indemnification
(as
reasonably estimated by the parties) before Xxxxxxx Mac shall permit the
Secured
Party to arrange for an Interim Servicing Transfer. In determining
whether or
not to request such reasonable assurances, and in determining the
nature
thereof, Xxxxxxx Mac may consider the totality of circumstances relating
to the
Secured Party's financial, management, and regulatory status at the
time the
Secured Party requests to arrange an Interim Servicing Transfer.
If the Secured Party (A) shall not give the notice specified in the
first
paragraph of this Section 8(b)(3) on a timely basis, or (B) shall give
such
notice, but shall not arrange for an Interim Servicing Transfer on the
terms and
conditions specified in this section, or (C) shall not provide
reasonable
assurances requested by Xxxxxxx Mac, then the Secured Party's rights under
this
Section (b)(3) shall expire. In such case, Xxxxxxx Mac shall assume
sole
responsibility for arranging a Permanent Servicing Transfer pursuant
to the
provisions of Section 8(d) below.
(c) Secured Party's Request to Arrange Servicing With
Assumption of
Warranties. The Secured Party may, within ten (10) days after the
date of
Xxxxxxx Mac's notice provided for under Section 8(b)(1) request to
enforce its
Servicing Security interest by giving Xxxxxxx Mac notice stating
that the
Secured Party so elects and that the Secured Party understands and
acknowledges
that its right to enforce its security interest is and shall be
expressly
conditioned upon Xxxxxxx Mac's approval of any proposed new servicer
(including
the Secured Party, if the Secured Party is an approved Xxxxxxx
Mac
seller/servicer) and upon such a servicer's being actually able to
satisfy or
discharge all of Xxxxxxx Mac's Claims and Xxxxxxx Mac's Servicing Transfer
Costs
and consummate a Servicing Transfer With Assumption of Warranties.
1. Effectuation of Servicing Transfer With
Assumption Of
Warranties. If Xxxxxxx Mac shall receive a notice from the Secured Party
which
compiles with the terms of the immediately preceding sentence, Xxxxxxx Mac
will
reasonably cooperate with the Secured Party in seeking to effect a
Servicing
Transfer with Assumption of Warranties, in accordance with the provisions
of the
Servicing Transfer Procedures, to an approved Xxxxxxx Mac
seller/servicer
(including the Secured Party, if the Secured Party is an approved
Xxxxxxx Mac
seller/servicer) which, in the determination of Xxxxxxx Mac, is
competent to
service the Mortgages, and any other mortgages then being serviced
by the
Servicer, in accordance with the terms of the Purchase Documents;
provided,
however, that such a transfer must be effectuated within 180 days from the
date
of the notice received by Xxxxxxx Mac in accordance with the requirements
of the
first sentence of this Section 8(c) and shall be expressly conditioned
upon the
satisfaction or discharge by any proposed new servicer of all of Xxxxxxx
Mac's
Claims and Xxxxxxx Mac's Servicing Transfer Costs; and, further provided,
that
the Secured Party shall have compiled with all the provisions of this
Agreement.
If a Servicing Transfer with Assumption of Warranties arranged by the
Secured
Part and approved by Xxxxxxx Mac shall be effectuated, the Secured
Party and
Xxxxxxx Mac shall proceed in accordance with the provisions of Sections
8(e)
through 8(g) below.
In addition to the estimates provided for under Section 8(b)(1),
Xxxxxxx Mac
agrees to make its best effort to provide the Secured Party with the
final
amounts of Xxxxxxx Mac's Claims and Xxxxxxx Mac's Servicing Transfer
Costs
within 150 days from the date of the notice received by Xxxxxxx
Mac in
accordance with the requirements of the first sentence of this Section
8(c). If,
however, Xxxxxxx Mac is not able to furnish such final amounts within
said
150-day period, then it shall make its best effort to do so within 180
days, and
the period for effectuating a transfer shall be extended to 210 days.
Additional
extensions of thirty (30) days for providing the final amounts
and for
effectuating a transfer may be agreed upon by amendment to this
Agreement
pursuant to the provisions of Section 16 below.
2. Secured Party's Inability to Arrange Servicing Transfer
with
Assumption of Warranties. If, within 180 days (or such greater period of
time as
may be applicable pursuant to the provisions of Section 8(c)(l)) from the
Gate
of the notice received by Xxxxxxx Mac in accordance with the requirements
of the
first sentence of this Section 8(c), the Secured Party shall not have
arranged
for a Servicing Transfer with Assumption of Warranties acceptable to
Xxxxxxx
Mac, in accordance with the provisions of the Servicing Transfer
Procedures,
Xxxxxxx Mac will assume sole responsibility for effectuating a
Permanent
Servicing Transfer, in accordance with the provisions of the Servicing
Transfer
Procedures and the provisions of Section 8(d) below.
3. No Request by Secured Party. Xxxxxxx Mac shall also
effectuate
a Permanent Servicing Transfer if the Secured Party shall not give to
Xxxxxxx
Mac a written notice which complies with the provisions of the first
sentence of
this Section 8(c). In such case, Xxxxxxx Mac will effectuate the
Permanent
Servicing Transfer within 180 days from the expiration of the ten
(10)-day
period set forth in the first sentence of this Section 8(c).
(d) Permanent Servicing Transfer Arranged By Xxxxxxx Mac.
If the
Secured Party shall be unable to arrange a Servicing Transfer with
Assumption of
Warranties acceptable to Xxxxxxx Mac, pursuant to the provisions of
Section
8(c), Xxxxxxx Mac will assume sole responsibility for arranging a
Permanent
Servicing Transfer. Xxxxxxx Mac will seek to arrange a Permanent
Servicing
Transfer, in order of preference, in accordance with the provisions of
Sections
8(d)(1), 8(d)(2), and 8(d)(3) below.
1. Consummation of Servicing Transfer with Assumption
Warranties.
If Xxxxxxx Mac is able to arrange for a Servicing Transfer with
Assumption of
Warranties, it will do so and conclude the transfer within 180 days of
the end
of the 180-day period in which the Secured Party sought to arrange for
such a
transfer, pursuant to the terms of Section 8(c). In such case, Xxxxxxx Mac
will
give the Secured Party notice of the transfer within ten (10) days
of the
effective date. Within 30 days of the date of such notice, the Secured
Party may
submit a statement of the Secured Party's Claims and the Secured
Party's
Servicing Transfer Costs, in conformity with the provisions of Section
8(e)
below, and the parties will proceed in accordance with the
provisions of
Sections 8(e) through 8(9) below.
2. Secured Party's Election to Service. If, at any time
during
the 180-day period provided for in Section 8(d)(1), Xxxxxxx Mac shall
determine
that it will be unable to arrange for a Servicing Transfer With
Assumption of
Warranties, Xxxxxxx Mac shall so notify the Secured Party. If the Secured
Party
shall be an approved Xxxxxxx Mac Seller/Servicer, the Secured Party may
give
Xxxxxxx Mac notice requesting that the Secured Party be approved as
the new
servicer of the Mortgages and all other mortgages which had been serviced
by the
Servicer for Xxxxxxx Mac. Such request may provide for the use by the
Secured
Party of a servicing agent, as that term is defined in the Purchase
Documents.
If Xxxxxxx Mac shall receive such a notice from the Secured Party,
Xxxxxxx Mac
will review the request in accordance with the provisions of the
Servicing
Transfer Procedures. Xxxxxxx Maces determination of whether or not to
approve
the request shall De conditioned upon (A) the Secured Party s having
complied
with all the provisions of this Agreement; (B.) the Secured Party's
actual
satisfaction or discharge of all of Xxxxxxx Mac's Claims and all of
Xxxxxxx
Mac's Transfer Costs; (C) the Secured Party's agreement to effect a
Servicing
Transfer With Assumption warranties: (D) Xxxxxxx Mac's determination
that the
Secured Party (and any proposed servicing agent, if applicable) is
competent to
service the Mortgages, and all other mortgages which have been serviced
by the
Servicer, in accordance with the terms of the Purchase Documents; and
(E) the
Secured Party's ability to consummate the Servicing Transfer With
Assumption of
Warranties with a reasonable period of time, as determined by Xxxxxxx
Mac, in
its sole and absolute discretion. If Xxxxxxx Mac shall approve the
Secured
Party's request to be the new servicer of the Mortgages, and the
Servicing
Transfer With Assumption of Warranties shall be effectuated on the
terms
described in this Section 8(d)(2), the provisions of Sections 8(e) through
8(9)
shall not be applicable to the transfer.
3. Servicing Transfer Without Assumption of Warranties.
If the
Secured Party shall not request to be approved as the new Servicer, or
if it
shall so request and Xxxxxxx Mac shall disapprove the request, in
accordance
with the Servicing Transfer Procedures, Xxxxxxx Mac shall then
effectuate a
Servicing Transfer Without Assumption with Warranties. In such case, the
Secured
Party's Servicing Security Interest in Surplus Proceeds shall be
extinguished,
and the Secured Party shall have no further rights under this Agreement.
The
Secured Party and the Servicer agree, and expressly acknowledge
their
understanding, that because of the indeterminate potential for monetary
losses
to Xxxxxxx Mac resulting from the liability to effect a Servicing Transfer
With
Assumption of Warranties, there cannot be any Surplus Proceeds in the event
of a
Servicing Transfer Without Assumption of Warranties resulting from the
transfer,
and, therefore, they hereby waive any claim to any Surplus Proceeds in the
event
of a Servicing Transfer Without Assumption of Warranties.
(e) Secured Party's Claims and Servicing Transfer Costs.
Within 30
days after the date of a notice of the effectuation of a Permanent
Servicing
Transfer by Xxxxxxx Mac, or within 30 days of the effectuation of a
Permanent
Servicing Transfer which the Secured Party participating in arranging
under the
provisions of Section 8(c), the Secured Party may submit to Xxxxxxx
Mac a
statement of the Secured Party's Claims and the Secured Party's
Servicing
Transfer Costs. Absent manifest error, the statement submitted by the
Secured
Party shall be deemed to be conclusive of the correctness of the amount
payable
to the Secured Party out of Surplus Proceeds, if any, under the
provisions of
Section 8(9) below.
(f) Determination of Xxxxxxx Mac's Claims and Xxxxxxx Mac's
Servicing
Transfer Costs. After the effective date of a Permanent Servicing
Transfer
effectuated under the provisions of Section 8(d)(1), Xxxxxxx Mac shall
determine
the amounts of Xxxxxxx Mac's Claims and Xxxxxxx Mac's Servicing Transfer
Costs.
Xxxxxxx Mac shall complete such determination within 120 days
following the
effective date of the Permanent Servicing Transfer.
(g) Accounting and Distribution of Any Surplus Proceeds.
Immediately
following completion of the determination of Xxxxxxx Mac's Claims and
Xxxxxxx
Mac's Servicing Transfer Costs, Xxxxxxx Mac shall pay to itself the
sum of
Xxxxxxx Mac's Claims and Xxxxxxx Mac's Servicing Transfer Costs out
of the
amount of the Servicing Transfer Proceeds or the Termination Fee.
Immediately
thereafter, Xxxxxxx Mac shall render an accounting to the Secured Party
and to
the Servicer by sending them a notice which shall inform them of the
amount of
the Servicing Transfer Proceeds or the Termination Fee; the sum which
Xxxxxxx
Mac has paid to itself to cover Xxxxxxx Mac's Claims and Xxxxxxx Maces
Servicing
Transfer Costs; the amount of the Surplus Proceeds, if any; and the
amounts, if
any, of the Surplus Proceeds payable to the Secured Party and the
Servicer,
respectively.
Xxxxxxx Mac shall make disbursement of any Surplus Proceeds to the Secured
Party
and the Servicer contemporaneously with the sending of the notice
provided for
in the immediately preceding paragraph. Distribution of any Surplus
Proceeds
shall be payable as follows: first, to the Secured Party on account
of the
Secured Party's Claims; second, to the Secured Party for the amount
of the
Secured Party's Transfer Costs; and third, to the Servicer. Xxxxxxx Mac
shall
pay interest on the amount of any Surplus Proceeds paid to the Secured
Party or
to the Servicer. Interest shall be payable at the rate of Xxxxxxx Mac's
costs of
funds, as determined by Xxxxxxx Mac, for the period commencing on the
effective
date of the Permanent Servicing Transfer and ending on the day before the
date
of the notice provided for in the immediately preceding paragraph.
9. Secured Party's Foreclosure of Servicing Security Interest.
(a) Request. If the Secured Party shall, at any time,
declare a
default of the Servicer under the Security Agreement, and if Xxxxxxx Mac
shall
not previously have given the Secured Party notice of a Termination With
Cause
or a Termination Without Cause, the Secured Party may request that
it be
permitted to foreclose its security interest by seeking to arrange a
Permanent
Servicing Transfer which is effectuated as a Servicing Transfer With
Assumption
of Warranties. The Secured Party may make such request by giving
Xxxxxxx Mac
notice in accordance with the provisions of Section 8(c) of this
Agreement. If
the Secured Party shall give Xxxxxxx Mac notice in conformity
with the
requirements of Section 8(c), the Secured Party and Xxxxxxx Mac shall
then
proceed in accordance with the balance of the provisions of Section 8(c)
and the
applicable provisions of Sections 8(d) through (9).
(b) Secured Party's Power of Attorney. The Servicer hereby
irrevocably
appoints the Secured Party, and any designee of the Secured Party,
as its
attorney-in-fact to request, seek to arrange, and cooperate in
effecting any
Permanent Servicing Transfer, including a sale of the Servicing Contract.
Said
power of attorney shall be deemed to be in addition to, and shall not
limit the
scope of, any power of attorney granted by the Servicer in the
Secured
Agreement. In connection with any such Permanent Servicing Transfer and any
such
sale of the Servicing Contract which Xxxxxxx Mac may approve, Xxxxxxx Mac
will
accept the power of attorney as authorizing the Secured Party to act for
and on
behalf of the Servicer in performing any and all acts necessary to effect
such
transactions, and will not consider or regard the Secured Party, when
acting as
such attorney-in-fact, as being the transferor of the Servicing Contract.
(c) Continuing Right to Effectuate Termination With
Cause or
Termination Without Cause. Notwithstanding the provisions of Section-
9(a),
Xxxxxxx Mac shall, during the 180-day Period under Section 9(a) during
which the
Secured Party may seek to arrange a Permanent Servicing Transfer,
retain its
right to effectuate a Termination With Cause or a Termination Without
Cause, in
accordance with the provisions of the Servicing Transfer Procedures. If
Xxxxxxx
Mac shall exercise this right during the 180-day period, Xxxxxxx Mac shall
give
the Secured Party notice of the termination in conformity with the
requirements
of Section 8(b)(1), and Xxxxxxx Mac and the Secured Party will
thereafter
proceed in accordance with all of the applicable provisions of Sections
8(a)
through 8(g) with respect to any Interim Servicing Transfer, the
Permanent
Servicing Transfer, and the payment of any Surplus Proceeds. Xxxxxxx Mac
agrees
that it will not effectuate a Termination With Cause solely because of the
fact
that the Secured Party declares a default of the Servicer under the
Security
Agreement; provided, however, that if the fact or occurrence
constituting the
basis for the Secured Party's declaration of a default shall also
constitute a
default or a breach of an obligation or warranty of the Servicer
under the
Purchase Documents, Xxxxxxx Mac shall not be precluded from
effectuating a
Termination with Cause based upon such fact or occurrence.
10. Partial Servicing Security Interest. If the Servicing Security
Interest
of the Security Party only relates to part of the mortgages serviced
by the
Servicer under the Servicing Contract (a "Partial Servicing Security
Interest"),
the provisions of Sections 8 and 9 hereof shall apply only to the limited
extent
stated in the remainder of this Section 10, and the rest of the
rights and
obligations of the parties shall be determined under the Servicing
Transfer
Procedures. In the event that Xxxxxxx Mac shall effect a Termination With
Cause
or a Termination Without Cause of the Servicer, and the Servicer shall
have
granted only a Partial Servicing Security Interest to the Secured Party,
Xxxxxxx
Mac shall give notice to the Secured Party in accordance with the
provisions of
Section 8(b)(1), and the parties shall then proceed in accordance
with the
Servicing Transfer Procedures. In the event that the Secured Party shall
declare
a default of the Servicer under the Security Agreement, and the Servicer
shall
have granted only a Partial Servicing Security Interest to the Secured
Party,
the Secured Party shall give notice of the default to Xxxxxxx Mac,
and the
parties shall then proceed in accordance with the Servicing Transfer
Procedures.
11. Reliance Upon Written Notices. The Secured Party and the Servicer
agree
that Xxxxxxx Mac shall be entitled to rely on any written notice,
direction,
request or consent received by Xxxxxxx Mac pursuant to the provisions of
this
Agreement which Xxxxxxx Mac reasonably believes to be genuine.
12. Indemnification of Xxxxxxx Mac. The Secured Party hereby
agrees to
indemnify and hold Xxxxxxx Mac harmless from and against any and all
actual
losses, liabilities, damages, charges or expenses (including Xxxxxxx
Mac's
reasonable attorneys' fees) incurred by Xxxxxxx Mac as a result of
(a) the
material breach of any provision of this Agreement by the Secured Party
or (b)
the willful conduct of any other person (including the Servicer) acting
at the
specific direction of the Secured Party.
13. Indemnification of Secured Party. Xxxxxxx Mac hereby
agrees to
indemnify and hold the Secured Party harmless from and against any
and all
actual losses, liabilities, amages, charges or expenses (including the
Secured
Party's reasonable attorneys' fees) incurred by the Secured Party as a
result of
(a) the material breach of any provision of this Agreement by Xxxxxxx Mac
or (b)
the willful conduct of any other person acting at the specific
direction of
Xxxxxxx Mac.
14. Notices.
(a) Addresses. Any notice required or permitted to be given
under the
terms of this Agreement may be given by delivering or mailing the same
to the
following addresses:
If to Xxxxxxx Mac:
Federal Home Loan Mortgage Corporation
0000 Xxxxx Xxxxxx Xxxxx
XxXxxx, XX 00000
Attention: Vice President--Institutional Credit
Risk
If to the Servicer:[8]
MONUMENT MORTGAGE, INC.
0000 XXXXXX XXXXXX. XXXXX 000
XXXXXX XXXXX. XX. 94598
Attention: XXXX XXXXXXXXX
Telephone No.: (000) 000-0000
Telecopier No.: (000) 000-0000
If to the Secured Party:[9]
RESIDENTIAL LENDING CORPORATION
0000 XXXXX XXXXXXXXXX XXXX. XXXXX 000
XXXXXX XXXXX. XX. 94596
Attention: D. XXXXXX XXXXXXX
Telephone No.: (000) 000-0000
Telecopier No.: (000) 000-0000
or to such other addresses and persons as the parties hereto may in
writing
hereafter indicate by like notice.
(b) Effectiveness. A notice shall be in writing unless
communicated by
telephone to the attention of the person identified above and confirmed
within
one business day thereafter by a writing sent to such person by
telex,
telecopier or other direct written electronic means, charges prepaid. A
notice
may be (i) personally delivered (including delivery by a private mail or
courier
service) at the appropriate address stated hereinabove; or (ii) sent by
telex,
telecopier or other direct written electronic means, charges prepaid; or
(iii)
sent by United States registered, certified, or express mall, postage
prepaid.
Any notice personally delivered shall be deemed to have been validly
and
effectively given on the day of such delivery. Any notice communicated
orally
and confirmed in writing the following business day shall be deemed to have
been
validly and effectively given on the date of such oral communication.
Any
________________
[8] Type address to which nontices should be sent, and title or name of
person
to whom they should be addressed.
[9] Type address to which notices should be sent, and title or name of
person
to whom they should be addressed.
written notice transmitted by telex, telecopier or other direct
written
electronic means shall be deemed to have been validly and effectively
given on
the day (if a business day, and, if not, on the next business day) on
which It
is transmitted. Any notice sent by United States malt shall be deemed to
have
been validly and effectively given on the fifth day (if a business day,
and, if
not, on the next business day) after it shall have been deposited in the
United
States Xxxx.
00. Entire Agreement. This Agreement constitutes the entire Agreement
among the parties concerning the subject matter hereof, and supersedes
any and
all prior representations, statements, discussions and negotiations
concerning
this Agreement and the subject matter hereof which may have been made or
which
may have occurred prior to or contemporaneous with the execution of
this
Agreement.
16. Amendments. This Agreement may not be amended, and none of its
terms may be waived, except by a writing which specifically refers to
this
Agreement, which expressly states that it constitutes an amendment or
waiver to
this Agreement, and which is signed by the party or parties against
whom
enforcement of the amendment or waiver is sought.
17. Severability. If any term or provision of this Agreement shall be
held to be unenforceable by a court of competent jurisdiction, the
validity of
all of the remaining provisions of this Agreement shaft not be affected,
and the
rights and obligations of the parties shall be construed and enforced as if
this
Agreement did not contain the particular term or provision held to be
invalid.
18. Rights Cumulative. All rights granted to Xxxxxxx Mac hereunder
shall be cumulative and shall be in addition to any other rights which
Xxxxxxx
Mac may have under the Purchase Documents or under applicable law.
Nothing in
this Agreement is intended to or shall be construed to amend or modify
any of
the terms or provisions of the Purchase Documents or any other
agreements
between the Servicer and Xxxxxxx Mac.
19. No Waiver. Neither delay on the Part of Xxxxxxx Mac in the
exercise any of its rights hereunder, nor any partial exercise of any
such
right, shall constitute a waiver of such right or of any other rights of
Xxxxxxx
Mac under this Agreement.
20. Successors and Assigns. This Agreement shall be binding upon, and
shall inure to the benefit of, the parties hereto and their
respective
successors and assigns.
21. Governing Law. This Agreement and the rights and obligations of
the parties hereunder shall be construed in accordance with and governed
by the
laws of the United States. Insofar as there may be no applicable precedent,
and
insofar as to do so will not frustrate the purposes of this Agreement
or the
transactions governed hereby, the local laws of the State of New York
shall be
deemed reflective of the laws of the United States.
N WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered by their duly authorized corporate officers as
of the
date and year first written above.
FEDERAL HOME LOAN MORTGAGE
CORPORATION
By (Signature)
Xxxxxx Xxxxxx
Typed Name
Xxxx Analyst
Typed Title
RESIDENTIAL FUNDING CORPORATION[10]
10
By (Signature)
D. XXXXXX XXXXXXX
Typed Name
VICE PRESIDENT
Typed Title
MONUMENT MORTGAGE, INC.[11]
11
920209 [12]
12
------------------------------------
----
By (Signature)
XXXX XXXXXXXXX
Typed Name
SENIOR VICE PRESIDENT / CFO
Typed Title
_______________
[10] Type name of Secured Party.
[11] Type name of Servicer.
[12] Type Xxxxxxx Mac seller/servicer number.
FEDERAL HOME LOAN MORTGAGE CORPORATION
ADDENDUM A
TO
ACKNOWLEDGEMENT AGREEMENT
The Mortgages, as defined in the Acknowledgement Agreement, are the
following
(check applicable box):
[X] All single-family mortgages which are now, or which hereafter
are, in
the ordinary course of business, serviced by the Servicer for
Xxxxxxx
Mac under the terms of the Servicing Contract.
[_] The single-family mortgages listed below or on pages attached
hereto,
which are now serviced by the Servicer for Xxxxxxx Mac under the
terms
of the Servicing Contract. (List each such mortgage. State,
at a
minimum, the Xxxxxxx Mac loan number and name(s) of the
borrower(s) for
each mortgage.)
EXHIBIT G
EXHIBIT G
SUBSIDIARIES
States
Qualified
to do
Name Incorporated Business Owned (%)
(to be completed by Company)
SUBSIDIARIES
AT THIS TIME MONUMENT MORTGAGE, INC. HAS NO SUBSIDIARIES.
EXHIBIT H
EXHIBIT H
FORM OF OPINION OF COUNSEL
Residential Funding Corporation
Attention: Xxxxxx X. Xxxxx
0000 Xxxxxxxxxx Xxxx Xxxx., Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxxx 00000
Re: $12,000,000 Loan (the "Loan") under Warehousing Credit and
Security
Agreement (the "Agreements) by and between RESIDENTIAL
FUNDING
CORPORATION, a Delaware corporation (the "Lender") and
MONUMENT
MORTGAGE, INC., a California corporation (the "Company"),
guaranteed by
XXXXX X. XXXXX ("Xxxxx") and XXXXX X. XXXXXXXX
("Umphryes")
(hereinafter collectively referred to as the "Guarantors") and
secured
by the "Collateral" (as defined in the Agreement).
Gentlemen:
We are special counsel to the Company and to the
Guarantors in
connection with the Loan.[1] As counsel, we have prepared and/or
examined the
following documents:
1. Executed copy of the Warehousing Promissory Note, dated March ,
1995,
made by the Company payable to the order of the Lender,
in the
principal amount of Ten Million Dollars ($10,000,000).
2. Executed copy of the Sublimit Promissory Note, dated March ___,
1995,
made by the Company payable to the order of the Lender,
in the
principal amount of Six Million Dollars ($6,000,000).
3. Executed copy of the Working Capital Promissory Note, dated
March ,
1995, made by the Company payable to the order of the Lender,
in the
principal amount of One Million Dollars ($l,000,000).
4. Executed copy of the Term Loan Promissory Note, dated March ___,
1995,
made by the Company payable to the order of the Lender,
in the
principal amount of One Million Dollars ($l,000,000).
5. Executed copy of the Warehousing Credit and Security Agreement
by and
between the Company and the Lender, dated March ___, 1995
(the
"Agreement").
_____________
[1] The form of opinion should be modified as necessary if separate
counsel is
employed for Company and for Guarantor.
6. Undated UCC Financing Statements perfecting a security interest
in
collateral, tangible and intangible.
7. Executed copy of the Guaranty, dated March ___, 1995 (the "Xxxxx
Guaranty"), made by XXXXX X. XXXXX to the Lender.
8. Executed copy of the Guaranty, dated March ___, 1995 (the
"Umphryes
Guaranty"), made by XXXXX X. XXXXXXXX to the Lender.
9. The Articles of Incorporation of the Company, together with
amendments
thereto, as certified by the Secretary of State of the
State of
California.
10. The Bylaws of the Company, as certified on ______________, 19___
by the
Secretary of the Company as then being complete, accurate and in
effect.
11. Resolutions of the Board of Directors of the Company, adopted
at a
meeting held on , 19___, as certified by the Secretary of the
Company
on , 19___ as then being complete, accurate and in effect,
authorizing
the borrowing of the Loan and the execution and delivery
of and
performance under the Agreement.
12. Certificate of Good Standing for the Company, dated __________,
19___,
issued by the Secretary of State of the State of California.[2]
The above enumerated items, numbered 1, 2, 3, 4, 5 and
6 are
collectively referred to as the "Loan Documents."
The opinions which follow are subject to the following
assumptions,
limitations and qualifications:
A. We have assumed the genuineness of all signatures, other than
of the
Company and the Guarantors, the authenticity of all documents
submitted
to us as originals, and the conformity with the original
documents of
all documents submitted to us as reproduced copies, and
the
authenticity of all such latter documents.
B. We have assumed the organization, existence, good standing and
capacity
of all persons and entities other than the Company and the
Guarantors,
and that such parties, other than the Company and the Guarantors,
have
the right, power and authority to execute and deliver the
Loan
Documents and to perform thereunder.
C. We have assumed that the Lender's obligations under the
Agreement are
within the powers of the Lender and have been duly and
validly
authorized and that the Agreement has been duly executed and
validly
delivered by the Lender.
_______________
[2] A certificate of good standing, dated as of a date within ninety (90)
days
of the date of the Agreement, for the state where the Company is
incorporated
and for each state where the Company is transacting business as a foreign
corporation should be listed.
D. As to various questions of fact material to this opinion, we have
made
such factual inquiries of the Company and the Guarantors, and
have
examined such other documents and made such examinations of
applicable
laws, as we have deemed necessary for purposes of the
opinions
expressed herein. However, where we state that a matter is to the
best
of our knowledge, we have relied upon the written statements
of the
Guarantors and the officers of the Company, with no inquiry as
to the
facts other than as necessary to establish that such reliance
was
reasonable on our part.
Based upon such examinations and investigations, and such
other
investigations and examinations as we have deemed necessary for the
purposes of
the opinions expressed herein, and subject to the assumptions stated
above in
paragraphs A through D, inclusive, and in our capacity as special
counsel for
the Company and the Guarantors, we are of the opinion that:
[Opinions Concerning Company]
1. The Company and each Subsidiary of the Company[3] is a
corporation duly
organized, validly existing and in good standing under the laws
of the
jurisdiction in which it is incorporated and has the full legal
power
and authority to own its property and to carry on its
business as
currently conducted.
2. The Company is duly qualified to do business as a foreign
corporation
and is in good standing in all jurisdictions where the ownership
of its
property or the conduct of its business makes such
qualification
necessary.
3. The Company has the power and authority to execute, deliver and
perform
the Loan Documents. The execution, delivery and performance of the
Loan
Documents by the Company, including without limitation, the
borrowings
under the Agreement and the pledge of the Collateral, have been
duly
and validly authorized by all necessary actions on the part
of the
Company.
4. The Loan Documents have been duly executed and delivered
by the
Company. The Loan Documents constitute the legal, valid and
binding
obligations of the Company and are enforceable in accordance with
their
respective terms against the Company, except that enforceability
may be
limited by applicable bankruptcy, insolvency, reorganization or
other
similar laws affecting the rights of creditors, and general
principles
of equity.
5. Upon delivery to the Lender of those items of Collateral
consisting of
promissory notes secured by mortgages or deeds of trust ("Pledged
Mortgages")or mortgage-backed securities ("Pledged Securities"),
or in
the case of Pledged Securities issued in book-entry form or
issued in
certificated form and delivered to a clearing corporation (as such
term
is defined in the Uniform Commercial Code) or its nominee, upon
(a)
registration of such Pledged Securities in the name of a financial
intermediary (as such term is defined in the Uniform Commercial
Code)
in an account containing only customer securities, (b) the
notation of
Lender's security interest in such Pledged Securities on the
records of
such financial intermediary, by book entry or otherwise, and (c)
the
sending by such financial intermediary to the Lender of
confirmation of
such notation, the Lender will have a valid and perfected first
security interest therein. We assume, in giving this opinion, that
such
items of Collateral will be owned by the Company and that, at the
time
the Lender's security interest is noted on the records of any
financial
intermediary, such Pledged Securities will be free of any interest
______________
[3] In the alternative, state that the Company has no Subsidiaries.
created through the Federal Reserve Bank, clearing corporation
and/or
financial intermediary. With respect to Pledged Mortgages, the
laws of
certain jurisdictions may require the recordation of an assignment
of
such deeds of trust or mortgages in order to perfect a security
interest in the deed of trust or mortgage (as opposed to the notes
secured thereby). If the Lender does not record its assignment of
deeds
of trust or mortgages in such jurisdictions, we express no
opinion as
to the Lender's perfected security interest in such deeds of trust
and
mortgages (as opposed to the notes secured thereby) constituting
part
of the Collateral.
6. The execution, delivery and performance by the Company of the Loan
Documents, will not (i) conflict with or violate any provision of
the
Articles of Incorporation or By-laws of the Company; (ii) require
any
license, approval or other action by any governmental authority
that
has not been obtained; (iii) to the best of our knowledge, result
in
the creation of any lien, charge or encumbrance upon any property
or
assets of the Company other than in favor of the Lender; (iv) to
the
best of our knowledge, result in a violation or breach of any term
or
provision, constitute a default under or result in or require the
acceleration of any indebtedness of the Company pursuant to, any
agreement or other instrument to which the Company may be bound or
to
which the Company or any of its property may be subject; or (v) to
the
best of our knowledge, result in any violation of the provisions
of any
law or, to the best of our knowledge, any order of any court or
any
governmental agency, to which the Company may be bound or to which
the
Company or any of its property may be subject.
7. To the best of our knowledge, there are no actions,
suits, or
proceedings pending or threatened against or affecting the
Company, in
any court or before any arbitrator or governmental authority
which, if
adversely determined, may reasonably be expected to result
in any
material and adverse change in the business, operations,
assets or
financial condition of the Company as a whole.
8. The making of the Advances as contemplated by the Agreement
will not
violate Regulation G of the Board of Governors of the Federal
Reserve
System.
9. The Company is not an "investment company" within the meaning f
the
Investment Company Act of 1940, as amended.
[Opinions Concerning the Guarantors]
10. The Xxxxx Guaranty has been duly executed and delivered by Xxxxx.
The
Xxxxx Guaranty constitutes the legal, valid and binding
obligation of
Xxxxx and is enforceable in accordance with its terms against
Xxxxx,
except that enforceability may be limited by applicable
bankruptcy,
insolvency, reorganization or other similar laws affecting the
rights
of creditors, and general principles of equity.
11. The Umphryes Guaranty has been duly executed and delivered by
Umphryes.
The Umphryes Guaranty constitutes the legal, valid and
binding
obligation of Umphryes and is enforceable in accordance with its
terms
against Umphryes, except that enforceability may be
limited by
applicable bankruptcy, insolvency, reorganization or other similar
laws
affecting the rights of creditors, and general principles of
equity.
12. The execution, delivery and performance by the Guarantors of their
respective Guaranties will not (a) require any license, approval
or
other action by any governmental authority that has not been
obtained;
(b) to the best of our knowledge, result in the creation of any
lien,
charge or encumbrance upon any property or assets of the
Guarantors
other than in favor of the Lender; (c) to the best of our
knowledge,
result in a violation or breach of any term or provision,
constitute
a default under, or result in or require the acceleration of any
indebtedness of the Guarantors pursuant to any agreement or other
instrument to which the Guarantors may be bound or to which the
Guarantors or any of their respective properties may be subject;
or
(d) result in any violation of the provisions of any law or, to
the best
of our knowledge, any order of any court or any governmental
agency,
to which the Guarantors may be bound or to which the Guarantors or
any
of their respective properties may be subject.
13. To the best of our knowledge, there are no actions,
suite, or
proceedings pending or threatened against or affecting the
Guarantors,
in any court or before any arbitrator or governmental authority
which,
if adversely determined, may reasonably be expected to result
in any
material adverse change in the assets or financial condition
of the
Guarantors.
This opinion may be relied upon by you and your successors and
assigns
and by any participant in the Loan.
All capitalized terms used herein, not otherwise defined herein,
shall
have the meanings given such terms in the Agreement.
Very truly yours,
__________________________________
By:_______________________________
Xxxxxxxx & Xxxxxx, attorneys
April 11, 1995
Residential Funding Corporation
Attention: Xxxxxx X. Xxxxx
0000 Xxxxxxxxxx Xxxx Xxxx., Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxxx 00000
RE: $12,000,000 Loan (the "Loan") under Warehousing Credit and
Security
Agreement (the "Agreement") by and between RESIDENTIAL
FUNDING
CORPORATION, a Delaware corporation (the "Lender") and
MONUMENT
MORTGAGE, INC., a California corporation (the "Company"),
guaranteed by
XXXXX X. XXXXX ("Xxxxx") and XXXXX X. XXXXXXXX
("Umphryes")
(hereinafter collectively referred to as the Guarantors") and
secured
by the "Collateral" (as defined in the Agreement).
Gentlemen:
We are special counsel to the Company and to the
Guarantors in
connection with the Loan. As counsel, we have prepared and/or
examined the
following documents:
1. Executed copy of the Warehousing Promissory Note, dated
March
22, 1995, made by the Company payable to the order
of the
Lender, in the principal amount of Ten Million
Dollars
($10,000,000).
2. Executed copy of the Sublimit Promissory Note, dated
March 22,
1995, made by the Company payable to the order of the
Lender,
in the principal amount of Six Million Dollars
($6,000,000).
3. Executed copy of the Working Capital Promissory Note,
dated
March 22, 1995, made by the Company payable to the
order of
the Lender, in the principal amount of One Million
Dollars
($1,000,000).
4. Executed copy of the Term Loan Promissory Note, dated
March
22, 1995, made by the Company payable to the order
of the
Lender, in the principal amount of One Million
Dollars
($1,000,000).
5. Executed copy of the Warehousing Credit and Security
Agreement
by and between the Company and the Lender, dated
March 22,
1995 (the "Agreement").
SCHEDULE OF EXISTING LINES OF CREDIT
LENDER NAME COMMITMENT AMOUNT EXPIRATION DATE
IMPERIAL BANK 5,000,000 XXX. 0, 0000
XXX 15,000,000 JUN 30, 1995
EXHIBIT K
EXHIBIT K
FORM FOR FUNDING BANK
LETTER AGREEMENT
(Letterhead of the Company)
March ___, 1995
The First National Bank of Chicago
Xxx Xxxxx Xxxxx Xxxxxx
Xxxxxxx, XX 00000
Gentlemen:
The undersigned, MONUMENT MORTGAGE, INC. (the "Company"),
hereby
authorizes The First National Bank of Chicago (the "Funding Bank") to
permit
Residential Funding Corporation (the "Lender") to debit and access
information
on the Company's accounts held by the Funding Bank as outlined below. me
Company
hereby directs and authorizes the Funding Bank to follow the directions
of the
Lender in debiting such accounts.
The Company authorizes the Lender to access account information
from
time to time for the Company's operating account no. (the "Operating
Account")
for the purpose of verifying balance information. In addition, the
Company
requests that the Lender, and the Company hereby authorizes the Lender, to
debit
the Operating Account to the extent necessary to cover (a) wires to be
initiated
by the Lender in accordance with the Company's instructions as set forth
in the
Request for Advance for the purposes permitted in the Warehousing
Credit and
Security Agreement ("Agreement") by and between the Company and the
Lender; and
(b) for amounts due and owing to the Lender, including but not
limited to
principal, interest and fees.
Upon the termination or expiration of the Agreement, the Company
hereby
authorizes the Lender to close the Operating Account and any other
accounts
which have been established by the Company and the Lender to
facilitate
transactions under the Agreement, and the Company directs the Funding
Bank to
follow the directions of the Lender in closing such accounts. The Company
hereby
directs and authorizes the Funding Bank to follow all of the
foregoing
instructions of the Lender.
Very truly yours,
MONUMENT MORTGAGE, INC.,
a California corporation
By:
Its:
ACKNOWLEDGED AND AGREED THIS
_____ DAY OF ____________, 1995.
THE FIRST NATIONAL BANK OF CHICAGO
By:______________________________
Its:_____________________________
EXHIBIT M
EXHIBIT M
SECURITY AGREEMENT AS PROVIDED FOR
BY THE UNIFORM COMMERCIAL CODE OF MINNESOTA
(Form of Bailee Pledge Agreement)
For new value this day received, and as collateral security
for the
payment of any and all indebtedness and liability of MONUMENT MORTGAGE,
INC., a
California corporation (the "Company") under that certain Warehousing
Credit and
Security Agreement dated as of March ___, 1995, as may be amended from
time to
time, by and between the Company and RESIDENTIAL FUNDING CORPORATION
(the
"Lender"), the Company creates and grants in favor and for the benefit
of the
Lender a security interest in and to the instruments and documents
described in
Exhibit C-SF attached to this Agreement.
(LIST OF MORTGAGE LOANS)
[for each Mortgage Loan identified herein, attach
a completed Exhibit C-SF]
The Company has given to (escrow or title company), who has
possession
of such instruments and documents, notice of the foregoing described
security
interest in favor of the Lender or the Company has possession of
such
instruments and documents and acknowledges the foregoing described
security
interest in favor of the Lender.
The Company further agrees to deliver the documents described
in the
attached Exhibits C-SF to the Lender, immediately upon the request of the
Lender
(whether written or oral), but in any event, on or before five (5) days
from the
date hereof unless otherwise requested by the Lender.
The Company further agrees that this Agreement shall be binding
upon
and inure to the benefit of the legal representatives, successors or
assigns of
the Lender.
The Company further agrees that all rights, interests,
duties and
liabilities arising hereunder shall be determined according to the laws
of the
State of Minnesota.
WAREHOUSING PROMISSORY NOTE
$10, 000, 000 Date: March 22 ,
1995
FOR VALUE RECEIVED, the undersigned, MONUMENT MORTGAGE,
INC., a
California corporation, (herein called the "Company"), hereby promises to
pay to
the order of RESIDENTIAL FUNDING CORPORATION, a Delaware corporation
(the
"Lender" or, together with its successors and assigns, the "Holder")
whose
principal place of business is 0000 Xxxxxxxxxx Xxxx Xxxx., Xxxxx
000,
Xxxxxxxxxxx, Xxxxxxxxx 00000, or at such other place as the Holder may
designate
from time to time, the principal sum of Ten Million Dollars ($10,000,000)
or so
much thereof as may be outstanding from time to time pursuant to the
Warehousing
Credit and Security Agreement described below, and to pay interest on
said
principal sum or such part thereof as shall remain unpaid from time to
time,
from the date of each Advance until repaid in full, and-all other
fees and
charges due under the Agreement, at the rate and at the times set forth
in the
Agreement. All payments hereunder shall be made in lawful money of the
United
States and in immediately available funds.
This Note is given to evidence an actual warehouse facility
in the
above amount and is the Warehousing Promissory Note referred to in that
certain
Warehousing Credit and Security Agreement (the "Agreement") dated the
date
hereof between the Company and the Lender, as the same may be
amended or
supplemented from time to time, and is entitled to the benefits
thereof.
Reference is hereby made to the Agreement (which is incorporated
herein by
reference as fully and with the same effect as if set forth herein at
length)
for a description of the Collateral, a statement of the covenants
and
agreements, a statement of the rights and remedies and securities
afforded
thereby and other matters contained therein. Capitalized terms used
herein,
unless otherwise defined herein, shall have the meanings given them
in the
Agreement.
This Note may be prepaid in whole or in part at any time
without
premium or penalty.
Should this Note be placed in the hands of attorneys for
collection,
the Company agrees to pay, in addition to principal and interest,
fees and
charges due under the Agreement, any and all costs of collecting this
Note,
including reasonable attorneys' fees and expenses.
The Company hereby waives demand, notice, protest and presentment.
This Note shall be construed and enforced in accordance with the
laws
of the State of Minnesota, without reference to its principles of
conflicts of
law.
IN WITNESS WHEREOF, the Company has executed this Note as of
the day
and year first above written.
MONUMENT MORTGAGE, INC.,
a California corporation
By:____________________________
Its: President
STATE OF California )
) ss
COUNTY OF Contra Costa )
On March 22, 1995, before me, a Notary Public, personally
appeared
Xxxxx X. Xxxxx , the President of MONUMENT MORTGAGE, INC., a
California
corporation, personally known to me (or proved to me on the
basis of
satisfactory evidence) to be the person whose name is subscribed to the
within
instrument and acknowledged to me that he/she executed the same in
his/her
authorized capacity, and that by his/her signature on the instrument the
person,
or the entity upon behalf of which the person acted, executed the
instrument.
WITNESS my hand and official seal.
Notary Public___________________________
My Commission Expires:__________________
(SEAL)
SUBLIMIT PROMISSORY NOTE
$6,000,000 Date: March 22 ,
1995
FOR VALUE RECEIVED, the undersigned, MONUMENT MORTGAGE,
INC., a
California corporation, (herein called the Company), hereby promises to
pay to
the order of RESIDENTIAL FUNDING CORPORATION, a Delaware corporation
(the
"Lender" or, together with its successors and assigns, the "Holder")
whose
principal place of business is 0000 Xxxxxxxxxx Xxxx Xxxx., Xxxxx
000,
Xxxxxxxxxxx, Xxxxxxxxx 00000, or at such other place as the Holder may
designate
from time to time, the principal sum of Six Million Dollars ($6,000,000)
or so
much thereof as may be outstanding from time to time pursuant to the
Warehousing
Credit and Security Agreement described below, and to pay interest on
said
principal sum or such part thereof as shall remain unpaid from time to
time,
from the date of each Advance until repaid in full, and all other
fees and
charges due under the Agreement, at the rate and at the times set forth
in the
Agreement. All payments hereunder shall be made in lawful money of the
United
States and in immediately available funds.
This Note is given to evidence an actual warehouse facility
in the
above amount and is the Sublimit Promissory-Note referred to in that
certain
Warehousing Credit and Security Agreement (the Agreement n ) dated the
date
hereof between the Company and the Lender, as the same may be
amended or
supplemented from time to time, and is entitled to the benefits
thereof.
Reference is hereby made to the Agreement (which is incorporated
herein by
reference as fully and with the same effect as if set forth herein at
length)
for a description of the Collateral, a statement of the covenants
and
agreements, a statement of the rights and remedies and securities
afforded
thereby and other matters contained therein. Capitalized terms used
herein,
unless otherwise defined herein, shall have the meanings given them
in the
Agreement.
This Note may be prepaid in whole or in part at any time
without
premium or penalty.
Should this Note be placed in the hands of attorneys for
collection,
the Company agree. to pay, in addition to principal and interest,
fees and
charges due under the Agreement, any and all costs of collecting this
Note,
including reasonable attorneys' fees and expenses.
The Company hereby waives demand, notice, protest and presentment.
This Note shall be construed and enforced in accordance with the
laws
of the State of Minnesota, without reference to its principles of
conflicts of
law.
IN WITNESS WHEREOF, the Company has executed this Note as of
the day
and year first above written.
MONUMENT MORTGAGE, INC.,
a California corporation
By:_______________________________
Its: President
STATE OF California )
) ss
COUNTY OF Contra Costa )
On March 22, 1995, before me, a Notary Public, personally
appeared
Xxxxx X. Xxxxx , the President of MONUMENT MORTGAGE, INC., a
California
corporation, personally known to me (or proved to me on the
basis of
satisfactory evidence) to be the person whose name is subscribed to the
within
instrument and acknowledged to me that he/she executed the same in
his/her
authorized capacity, and that by his/her signature on the instrument the
person,
or the entity upon behalf of which the person acted, executed the
instrument.
WITNESS my hand and official seal.
Notary Public_________________________________
My Commission Expires:________________________
(SEAL)
WORKING CAPITAL PROMISSORY NOTE
$1,000,000 Date: March 22 ,
1995
FOR VALUE RECEIVED, the undersigned, MONUMENT MORTGAGE,
INC., a
California corporation, (herein called the "Company"), hereby promises to
pay to
the order of RESIDENTIAL FUNDING CORPORATION, a Delaware corporation
(the
"Lender" or, together with its successors and assigns, the "Holder")
whose
principal place of business is 0000 Xxxxxxxxxx Xxxx Xxxx., Xxxxx
000,
Xxxxxxxxxxx, Xxxxxxxxx 00000, or at such other place as the Holder may
designate
from time to time, the principal sum of One Million Dollars ($1,000,000)
or so
much thereof as may be outstanding from time to time pursuant to the
Warehousing
Credit and Security Agreement described below, and to pay interest on
said
principal sum or such part thereof as shall remain unpaid from time to
time,
from the date of each Advance until repaid in full, and all other
fees and
charges due under the Agreement, at the rate and at the times set forth
in the
Agreement. All payments hereunder shall be made in lawful money of the
United
States and in immediately available funds.
This Note is given to evidence an actual working capital
facility in
the above amount and is the Working Capital Promissory Note referred to in
that
certain Warehousing Credit and Security Agreement (the "Agreement")
dated the
date hereof between the Company and the Lender, as the same may be
amended or
supplemented from time to time, and is entitled to the benefits
thereof.
Reference is hereby made to the Agreement (which is incorporated
herein by
reference as fully and with the same effect as if set forth herein at
length)
for a description of the Collateral, a statement of the covenants
and
agreements, a statement of the rights and remedies and securities
afforded
thereby and other matters contained therein. Capitalized terms used
herein,
unless otherwise defined herein, shall have the meanings given them
in the
Agreement.
This Note may be prepaid in whole or in part at any time
without
premium or penalty.
Should this Note be placed in the hands of attorneys for
collection,
the Company agrees to pay, in addition to principal and interest,
fees and
charges due under the Agreement, any and all costs of collecting this
Note,
including reasonable attorneys' fees and expenses.
The Company hereby waives demand, notice, protest and presentment
.
This Note shall be construed and enforced in accordance with the
laws
of the State of Minnesota, without reference to its principles of
conflicts of
law.
IN WITNESS WHEREOF, the Company has executed this Note as of
the day
and year first above written.
MONUMENT MORTGAGE, INC.,
a California corporation
By:__________________________________
Its: Senior V.P. / CFO
STATE OF California )
) ss
COUNTY OF Contra Costa )
On March 22, 1995, before me, a Notary Public, personally appeared
Xxxx
Xxxxxxxxx, the Sr. V.P. / CFO of MONUMENT MORTGAGE, INC., a
California
corporation, personally known to me (or proved to me on the
basis of
satisfactory evidence) to be the person whose name is subscribed to the
within
instrument and acknowledged to me that he/she executed the same in
his/her
authorized capacity, and that by his/her signature on the instrument the
person,
or the entity upon behalf of which the person acted, executed the
instrument.
WITNESS my hand and official seal.
Notary Public___________________________
My Commission Expires:__________________
(SEAL)
TERM LOAN PROMISSORY NOTE
$1,000,000 Date: March 22 ,
1995
FOR VALUE RECEIVED, the undersigned, MONUMENT MORTGAGE,
INC., a
California corporation, (herein called the "Company"), hereby promises to
pay to
the order of RESIDENTIAL FUNDING CORPORATION, a Delaware corporation
(the
"Lender" or, together with its successors and assigns, the "Holder")
whose
principal place of business is 0000 Xxxxxxxxxx Xxxx Xxxx., Xxxxx
000,
Xxxxxxxxxxx, Xxxxxxxxx 00000, or at such other place as the Holder may
designate
from time to time, the principal sum of One Million Dollars ($1,000,000)
or so
much thereof as may be outstanding from time to time pursuant to the
Warehousing
Credit and Security Agreement described below, and to pay interest on
said
principal sum or such part thereof as shall remain unpaid from time to
time,
from the date of each Advance until repaid in full, and all other
fees and
charges due under the Agreement, at-the rate and at the times set forth
in the
Agreement. All payments hereunder shall be made in lawful money of the
United
States and in immediately available funds.
This Note is given to evidence an actual term loan facility
in the
above amount and is the Working Capital Promissory Note referred to in
that
certain Warehousing Credit and Security Agreement (the "Agreement")
dated the
date hereof between the Company and the Lender, as the same may be
amended or
supplemented from time to time, and is entitled to the benefits
thereof.
Reference is hereby made to the Agreement (which is incorporated
herein by
reference as fully and with the same effect as if set forth herein at
length)
for a description of the Collateral, a statement of the covenants
and
agreements, a statement of the rights and remedies and securities
afforded
thereby and other matters contained therein. Capitalized terms used
herein,
unless otherwise defined herein, shall have the meanings given them
in the
Agreement.
This Note may be prepaid in whole or in part at any time
without
premium or penalty.
Should this Note be placed in the hands of attorneys for
collection,
the Company agrees to pay, in addition to principal and interest,
fees and
charges due under the Agreement, any and all costs of collecting this
Note,
including reasonable attorneys' fees and expenses.
The Company hereby waives demand, notice, protest and presentment
.
This Note shall be construed and enforced in accordance with the
laws
of the State of Minnesota, without reference to its principles of
conflicts of
law.
IN WITNESS WHEREOF, the Company has executed this Note as of
the day
and year first above written.
MONUMENT MORTGAGE, INC.,
a California corporation
By:________________________
Its: Senior V.P. / CFO
STATE OF California )
) ss
COUNTY OF Contra Costa )
On March 22, 1995, before me, a Notary Public, personally appeared
Xxxx
Xxxxxxxxx, the Sr. V.P. / CFO of MONUMENT MORTGAGE, INC., a
California
corporation, personally known to me (or proved to me on the
basis of
satisfactory evidence) to be the person whose name is subscribed to the
within
instrument and acknowledged to me that he/she executed the same in
his/her
authorized capacity, and that by his/her signature on the instrument the
person,
or the entity upon behalf of which the person acted, executed the
instrument.
WITNESS my hand and official seal.
Notary Public_____________________________
My Commission Expires:____________________
(SEAL)
