EXHIBIT 99.2
ADMINISTRATION AGREEMENT
among
HOMEBANC MORTGAGE TRUST 2004-2,
as Issuer
U.S. BANK NATIONAL ASSOCIATION,
as Administrator
WILMINGTON TRUST COMPANY,
as Owner Trustee
and
STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.,
as Depositor
Dated as of October 29, 2004
This Administration Agreement (the "Agreement") is entered into as of
October 29, 2004, among HOMEBANC MORTGAGE TRUST 2004-2, a Delaware statutory
trust (the "Issuer"), U.S. BANK NATIONAL ASSOCIATION, not in its individual
capacity but solely as Administrator (the "Administrator"), WILMINGTON TRUST
COMPANY, not in its individual capacity but solely as Owner Trustee (the "Owner
Trustee") and STRUCTURED ASSET MORTGAGE INVESTMENTS II INC., as Depositor (the
"Depositor").
Capitalized terms used but not defined herein shall have the meanings
assigned to such terms in the Indenture, the Trust Agreement or the Sale and
Servicing Agreement (each as defined herein).
W I T N E S S E T H:
WHEREAS, the Issuer is a statutory trust under the Delaware Statutory
Trust Act (12 Del.C. ss. 3801 et seq.) created by an Amended and Restated Trust
Agreement relating to the Trust, dated as of October 29, 2004 (the "Trust
Agreement"), among the Depositor, the Owner Trustee and the Administrator;
WHEREAS, the Issuer will issue under an indenture its HomeBanc Mortgage
Trust 2004-2 Mortgage-Backed Notes, Series 2004-2 (the "Notes") and, under the
Trust Agreement, its Trust Certificates (the "Certificates" and collectively
with the Notes, the "Securities");
WHEREAS, the Notes will be secured by certain collateral, as more
particularly set forth in the Indenture, dated as of October 29, 2004 (the
"Indenture"), between the Issuer, U.S. Bank National Association, as indenture
trustee (in such capacity, the "Indenture Trustee") and Xxxxx Fargo Bank,
National Association, as securities administrator (in such capacity, the
"Securities Administrator");
WHEREAS, the Certificates will be created pursuant to the Trust
Agreement and will represent the undivided beneficial ownership interest in the
Trust;
WHEREAS, the Issuer has entered into certain agreements in connection
with the issuance of the Securities, including (i) a Sale and Servicing
Agreement, dated as of October 29, 2004 (the "Sale and Servicing Agreement"),
among the Issuer, the Depositor, EMC Mortgage Corporation, as seller and company
(the "Seller"), Xxxxx Fargo Bank, National Association, as master servicer (in
such capacity, the "Master Servicer") and securities administrator and the
Indenture Trustee, (ii) the Letter of Representations, dated October 29, 2004
(the "Depository Agreement"), among the Issuer, the Indenture Trustee and The
Depository Trust Company relating to the Notes and (iii) the Indenture. The Sale
and Servicing Agreement, the Depository Agreement, the Indenture and the Trust
Agreement are collectively referred to herein as the "Related Agreements");
WHEREAS, pursuant to the Related Agreements, the Issuer is required to
perform certain duties in connection with (a) the Notes and the collateral
therefor pledged pursuant to the Indenture (the "Collateral") and (b) the
beneficial ownership interests in the Issuer represented by the Certificates
(the registered holder of such interests being referred to herein as the
"Certificateholder");
WHEREAS, the Issuer desires to have the Administrator and the
Depositor, respectively, perform certain of the duties of the Issuer referred to
in the preceding clause, and to provide such additional services consistent with
the terms of this Agreement and the Related Agreements as the Issuer may from
time to time request; and
WHEREAS, the Administrator and the Depositor have the capacity to
provide the respective services required hereby and are willing to perform such
services for the Issuer on the terms set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, and other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties agree as follows:
Section 1. DUTIES OF THE ADMINISTRATOR.
(a) The Administrator agrees to perform all of the duties of the Issuer
under the Depository Agreement. In addition to its duties performed under the
Depository Agreement, the Administrator shall take all appropriate action that
is the duty of the Issuer to take with respect to the following matters under
the Trust Agreement, Sale and Servicing Agreement and the Indenture (references
are to sections of the Indenture):
(i) The Administrator shall notify the Owner Trustee if the
Administrator obtains actual knowledge or written notice that any
withholding tax is imposed on the Trust's payments (or allocations of
income) to a Certificateholder;
(ii) the duty to cause the Note Register to be kept if the
Issuer assumes the duties of Note Registrar, and to give the Indenture
Trustee notice of any appointment of a new Note Registrar and the
location, or change in location, of the Note Register (Section 4.02);
(iii) causing the preparation of the Notes for execution by
the Owner Trustee upon the registration of any transfer or exchange of
the Notes (Sections 4.02 and 4.03);
(iv) if requested (and with sufficient instruction from the
Depositor), causing the preparation of an Issuer Order and related
documents for authentication of the Notes, executing such Issuer Order
on behalf of the Issuer and causing delivery of the same to the
Indenture Trustee (Sections 4.02 and 4.08);
(v) causing the preparation of Definitive Notes in accordance
with the instructions of any Clearing Agency (including the preparation
of any temporary notes), (Section 4.14);
(vi) the maintenance of an office in New York, New York, for
registration of transfer or exchange of Notes (Section 3.02);
(vii) the preparation of an Issuer Order required to appoint a
Paying Agent, the preparation of written notice to the Indenture
Trustee and the duty to cause newly
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appointed Paying Agents, if any, to execute and deliver to the
Indenture Trustee the instrument specified in the Indenture regarding
funds held in trust (Section 3.03);
(viii) notifying the Paying Agent to pay to the Indenture
Trustee all sums held in trust by the Paying Agent (Section 3.03);
(ix) the execution of all supplements, amendments, financing
statements, continuation statements, instruments of further assurance
and other instruments prepared by the Depositor and delivered to the
Administrator for execution necessary to protect the Collateral
(Sections 3.06);
(x) the notification to the Owner Trustee of the Issuer's
non-compliance with its negative covenants or restricted payment
covenants upon actual knowledge by the Administrator of such
non-compliance (Sections 3.09 and Section 3.23);
(xi) the furnishing of the Indenture Trustee with the names
and addresses of Holders of Notes during any period when the Indenture
Trustee is not the Note Registrar (Section 7.01); and
(xii) if necessary, the mailing to the Noteholders of notices
with respect to their consent to any supplemental indentures (Section
9.02);
(b) The Administrator agrees to notify the Depositor not later than
thirty (30) days prior to the date on which the Depositor is required to deliver
the annual Opinion of Counsel and Officer's Certificate on behalf of the Issuer
in accordance with Section 2(a)(vi) below.
(c) In carrying out the foregoing duties or any of its other
obligations under this Agreement, the Administrator may enter into transactions
with or otherwise deal with any of its Affiliates; provided, however, that the
terms of any such transactions or dealings shall be in accordance with any
directions received from the Issuer and shall be, in the Administrator's
opinion, no less favorable to the Issuer than would be available from
unaffiliated parties.
In carrying out the foregoing duties, the Administrator shall be
subject to the same standard of care and have the same rights, indemnifications
and immunities as the Indenture Trustee under the Indenture, including, without
limitation, the right to compensation, reimbursement and indemnification.
The Administrator in its capacity as the Certificate Registrar, and
upon a request received from the Owner Trustee, shall promptly notify the
Certificateholders of (i) any change in the Corporate Trust Office of the Owner
Trustee, (ii) any amendment to the Trust Agreement requiring notice be given to
the Certificateholder and (iii) any other notice required to be given to the
Certificateholders by the Owner Trustee under the Trust Agreement.
Section 2. DUTIES OF THE DEPOSITOR WITH RESPECT TO THE INDENTURE.
(a) The Depositor shall take all appropriate action that is the duty of
the Issuer to take with respect to the following matters under the Indenture
(references are to sections of the Indenture):
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(i) causing the preparation of the Notes (for execution by the
Owner Trustee) upon their initial issuance and causing the preparation
of an Issuer Request (for execution by the Owner Trustee) for delivery
to the Indenture Trustee regarding the authentication of the Notes
(Sections 2.02);
(ii) causing the preparation of an Issuer Request and
Officer's Certificate (and executing the same on behalf of the Issuer)
and the obtaining of an Opinion of Counsel and Independent
Certificates, if necessary, for the release of the Collateral, as
defined in the Indenture (Section 8.05);
(iii) causing the preparation of Issuer Requests (and
executing the same on behalf of the Issuer) and the obtaining of
Opinions of Counsel with respect to the execution of supplemental
indentures;
(iv) causing the preparation, obtaining or filing of the
instruments, opinions and certificates and other documents required for
the release of collateral (Sections 8.01 and 10.01);
(v) the delivery of notice to the Indenture Trustee and each
of the Rating Agencies of each Event of Default under the Indenture
(Section 3.24 and 5.01);
(vi) the annual delivery of Opinions of Counsel, in accordance
with Section 3.07 of the Indenture, as to the Trust Estate, and the
annual delivery and execution of the Officer's Certificate (Section
3.10);
(vii) causing the preparation and execution of an Officer's
Certificate and the obtaining of the Opinion of Counsel and the
Independent Certificate relating thereto with respect to any request by
the Issuer to the Indenture Trustee or the Securities Administrator to
take any action under the Indenture (Sections 4.10 and 10.01); and
(viii) obtaining and preserving the Issuer's qualification to
do business in each jurisdiction in which such qualification is or
shall be necessary to protect the validity and enforceability of the
Indenture, the Notes, the Collateral and each other instrument and
agreement included in the Trust Estate (Section 3.04).
(b) In addition to the duties of the Depositor set forth above, the
Depositor shall prepare for execution by the Issuer or shall cause the
preparation by other appropriate persons of all such documents, reports,
filings, instruments, certificates and opinions as it shall be the duty of the
Issuer to prepare, file or deliver pursuant to the Related Agreements, and at
the request of the Owner Trustee shall take all appropriate action that it is
the duty of the Issuer to take pursuant to the Related Agreements. Subject to
Section 5 of this Agreement, and in accordance with the directions of the Owner
Trustee, the Depositor shall administer, perform or supervise the performance of
such other activities in connection with the Collateral (including the Related
Agreements) as are not covered by any of the foregoing provisions and as are
expressly requested by the Owner Trustee and are reasonably within the
capability of the Depositor.
Section 3. RECORDS. The Administrator shall maintain appropriate books
of account, if any, and records relating to services performed hereunder, which
books of account and records
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shall be accessible for inspection by the Issuer and the Depositor at any time
during normal business hours.
Section 4. COMPENSATION. The Administrator will perform the duties and
provide the services called for under Section 1 above for such compensation as
shall be agreed upon between the Administrator and the Depositor.
Section 5. ADDITIONAL INFORMATION TO BE FURNISHED TO THE ISSUER. The
Depositor shall furnish to the Issuer from time to time such additional
information regarding the Collateral as the Issuer shall reasonably request.
Section 6. INDEPENDENCE OF THE ADMINISTRATOR. For all purposes of this
Agreement, the Administrator shall be an independent contractor and shall not be
subject to the supervision of the Issuer or the Owner Trustee with respect to
the manner in which it accomplishes the performance of its obligations
hereunder. Unless expressly authorized by the Issuer, the Administrator shall
have no authority to act for or represent the Issuer or the Owner Trustee in any
way and shall not otherwise be deemed an agent of the Issuer or the Owner
Trustee.
Section 7. NO JOINT VENTURE. Nothing contained in this Agreement (i)
shall constitute the Administrator or the Depositor, respectively, and either of
the Issuer or the Owner Trustee, as members of any partnership, joint venture,
association, syndicate, unincorporated business or other separate entity, (ii)
shall be construed to impose any liability as such on any of them or (iii) shall
be deemed to confer on any of them any express, implied or apparent authority to
incur any obligation or liability on behalf of the others.
Section 8. OTHER ACTIVITIES OF ADMINISTRATOR AND THE DEPOSITOR. Nothing
herein shall prevent the Administrator, the Depositor or their respective
Affiliates from engaging in other businesses or, in its sole discretion, from
acting in a similar capacity as an administrator for any other person or entity
even though such person or entity may engage in business activities similar to
those of the Issuer or the Owner Trustee.
Section 9. TERM OF AGREEMENT; RESIGNATION AND REMOVAL OF ADMINISTRATOR.
(a) This Agreement shall continue in force until the termination of the
Trust Agreement in accordance with its terms, upon which event this Agreement
shall automatically terminate.
(b) Subject to Section 9(e) hereof, the Administrator may resign its
duties hereunder by providing the Issuer with at least 60 days' prior written
notice.
(c) Subject to Section 9(e) hereof, the Issuer may remove the
Administrator without cause by providing the Administrator with at least 60
days' prior written notice.
(d) Subject to Section 9(e) hereof, the Issuer may remove the
Administrator immediately upon written notice of termination from the Issuer to
the Administrator if any of the following events shall occur:
(i) the Administrator shall default in the performance of any
of its duties under this Agreement and, after notice of such default,
shall not cure such default within
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ten days (or, if such default cannot be cured in such time, shall not
give within ten days such assurance of cure as shall be reasonably
satisfactory to the Issuer);
(ii) a court having jurisdiction in the premises shall (x)
enter a decree or order for relief, which decree or order shall not
have been vacated within 60 days, in respect of the Administrator in
any involuntary case under any applicable bankruptcy, insolvency or
other similar law now or hereafter in effect, or (y) appoint a
receiver, liquidator, assignee, custodian, trustee, sequestrator or
similar official for the Administrator or any substantial part of its
property, or (z) order the winding-up or liquidation of the
Administrator's affairs; or
(iii) the Administrator shall commence a voluntary case under
any applicable bankruptcy, insolvency or other similar law now or
hereafter in effect, shall consent to the entry of an order for relief
in an involuntary case under any such law, or shall consent to the
appointment of a receiver, liquidator, assignee, trustee, custodian,
sequestrator or similar official for the Administrator or any
substantial part of its property, shall consent to the taking of
possession by any such official of any substantial part of its
property, shall make any general assignment for the benefit of
creditors or shall fail generally to pay its debts as they become due.
The Administrator agrees that if any of the events specified in clauses
(ii) or (iii) of this Section 9(d) shall occur, it shall give written notice
thereof to the Issuer, the Depositor and the Indenture Trustee within seven days
after the occurrence of such event.
(e) No resignation or removal of the Administrator pursuant to this
Section shall be effective until (i) a successor Administrator shall have been
appointed by the Issuer (or the Depositor on its behalf) and (ii) such successor
Administrator shall have agreed in writing to be bound by the terms of this
Agreement in the same manner as the Administrator is bound hereunder.
If a successor Administrator does not take office within 60 days after
the retiring Administrator resigns or is removed, the resigning or removed
Administrator or the Issuer may petition any court of competent jurisdiction for
the appointment of a successor Administrator.
(f) The appointment of any successor Administrator shall be effective
only if such successor Administrator will not cause a downgrading of any class
of Notes by either of the Rating Agencies.
(g) Subject to Sections 9(e) and 9(f), the Administrator acknowledges
that upon the appointment of a successor Indenture Trustee pursuant to Section
6.08 of the Indenture, the Administrator shall immediately resign and such
successor Indenture Trustee shall automatically become the Administrator under
this Agreement. Any such successor Indenture Trustee shall be required to agree
to assume the duties of the Administrator under the terms and conditions of this
Agreement in its acceptance of appointment as successor Indenture Trustee.
Section 10. ACTION UPON TERMINATION, RESIGNATION OR REMOVAL OF THE
ADMINISTRATOR. Promptly upon the effective date of termination of this Agreement
pursuant to Section 9(a) hereof or the resignation or removal of the
Administrator pursuant to Section 9(b) or (c) hereof,
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respectively, the Administrator shall be entitled to be paid all fees and
reimbursable expenses accruing to it to the date of such termination,
resignation or removal. The Administrator shall forthwith upon such termination
pursuant to Section 9(a) deliver to the successor Administrator all property and
documents of or relating to the Collateral then in the custody of the
Administrator, or if this Agreement has been terminated, to the Depositor. In
the event of the resignation or removal of the Administrator pursuant to Section
9(b), (c) or (d), respectively, the Administrator shall cooperate with the
Issuer and take all reasonable steps requested to assist the Issuer in making an
orderly transfer of the duties of the Administrator.
Section 11. NOTICES. Any notice, report or other communication given hereunder
shall be in writing, delivered by mail, overnight courier or facsimile and
addressed as follows:
(a) if to the Issuer, to:
HomeBanc Mortgage Trust 2004-2
c/o Wilmington Trust Company
Xxxxxx Square North
0000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000-0000
Attention: Corporate Trust Administration
fax: (000) 000-0000
(b) if to the Administrator, to:
U.S. Bank National Association
US Bank Corporate Trust Services
Xxx Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxx, XX 00000
Attention: Trust Administration
fax: (000) 000-0000
(c) if to the Owner Trustee, to:
Wilmington Trust Company
Xxxxxx Square North
0000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000-0000
fax: (000) 000-0000
(d) if to the Depositor, to:
Structured Asset Mortgage Investments II Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Legal Department - HBMT 2004-2
or to such other address as any party shall have provided to the other parties
in writing. Any notice required to be in writing hereunder shall be deemed given
if such notice is mailed by
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certified mail, postage prepaid, hand delivered or faxed to the address of such
party as provided above.
Section 12. AMENDMENTS.
(a) This Agreement may be amended from time to time by the parties
hereto as specified in this Section, provided that any amendment be accompanied
by the written consent of the Indenture Trustee and an Opinion of Counsel shall
be furnished to the Indenture Trustee (which Opinion of Counsel shall not be at
the expense of the Indenture Trustee) stating that such amendment complies with
the provisions of this Section.
(b) If the purpose of the amendment is to prevent the imposition of any
federal or state taxes at any time that any Notes are outstanding (i.e.
technical in nature), it shall not be necessary to obtain the consent of any
Noteholder, but the Indenture Trustee shall be furnished with an Opinion of
Counsel (which opinion shall not be at the expense of the Indenture Trustee)
that such amendment is necessary or helpful to prevent the imposition of such
taxes and is not materially adverse to any Noteholder.
(c) If the purpose of the amendment is to add or eliminate or change
any provision of this Agreement, it shall not be necessary to obtain the consent
of any Noteholder, but the Indenture Trustee shall be furnished, other than as
contemplated in clause (b) above, with either (i) a letter from each of the
Rating Agencies confirming that such amendment will not cause such Rating Agency
to qualify, downgrade or withdraw their then-current rating of the Notes or (ii)
an Opinion of Counsel, from the party requesting such amendment, stating that
such amendment will not materially and adversely affect any of the Noteholders .
(d) Promptly after the execution of any such amendment, the
Administrator shall furnish a copy of such amendment to each Holder, the
Depositor and to the Rating Agencies.
Section 13. SUCCESSORS AND ASSIGNS. This Agreement may not be assigned
by the Administrator unless such assignment is previously consented to in
writing by the Owner Trustee and the Depositor. An assignment with such consent
and satisfaction, if accepted by the assignee, shall bind the assignee hereunder
in the same manner as the Administrator is bound hereunder. Notwithstanding the
foregoing, this Agreement may be assigned by the Administrator without the
consent of the Owner Trustee or the Depositor to a corporation or other
organization that is a successor (by merger, consolidation or purchase of
assets) to the Administrator, provided that such successor organization executes
and delivers to the Issuer, the Owner Trustee and the Depositor an agreement in
which such corporation or other organization agrees to be bound hereunder by the
terms of said assignment in the same manner as the Administrator is bound
hereunder. Subject to the foregoing, this Agreement shall bind any successors or
assigns of the parties hereto.
Section 14. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND,
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REFERENCE TO ITS CONFLICT OF LAWS PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS.
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Section 15. HEADINGS. The section headings hereof have been inserted
for convenience of reference only and shall not be construed to affect the
meaning, construction or effect of this Agreement.
Section 16. COUNTERPARTS. This Agreement may be executed in
counterparts, each of which when so executed shall together constitute one and
the same agreement.
Section 17. SEVERABILITY. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall be ineffective to the
extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.
Section 18. NOT APPLICABLE TO U.S. BANK NATIONAL ASSOCIATION IN OTHER
CAPACITIES. Nothing in this Agreement shall affect any obligation U.S. Bank
National Association may have in any other capacity.
Section 19. LIMITATION OF LIABILITY OF OWNER TRUSTEE. Notwithstanding
anything contained herein to the contrary, this Agreement has been countersigned
by Wilmington Trust Company not in its individual capacity but solely in its
capacity as Owner Trustee of the Issuer and in no event shall Wilmington Trust
Company in its individual capacity or any beneficial owner of the Issuer have
any liability for the representations, warranties, covenants, agreements or
other obligations of the Issuer hereunder, as to all of which recourse shall be
had solely to the assets of the Issuer. For all purposes of this Agreement, in
the performance of any duties or obligations of the Issuer hereunder, the Owner
Trustee shall be subject to, and entitled to the benefits of, the terms and
provisions of Articles VI, VII and VIII of the Trust Agreement.
Section 20. LIMITATION OF LIABILITY OF THE ADMINISTRATOR;
INDEMNIFICATION. Notwithstanding anything herein to the contrary, this Agreement
has been signed by U.S. Bank National Association not in its individual capacity
but solely in its capacity as Administrator and in no event shall the
Administrator in its individual capacity have any liability for the
representations, warranties, covenants, agreements or other obligations of the
Issuer hereunder, as to all of which recourse shall be had solely to the assets
of the Issuer. The Administrator shall not have any duties or obligations other
than those expressly set forth in this Agreement, and no implied duties on its
part shall be read into this Agreement. In acting as Administrator, U.S. Bank
National Association shall be entitled to the same benefits, rights, immunities,
protections and rights to indemnification as are afforded to the Indenture
Trustee under Article VI (including without limitation Section 6.07) of the
Indenture.
Section 21. BENEFIT OF AGREEMENT. It is expressly agreed that in
performing its duties under this Agreement, the Administrator will act for the
benefit of holders of the Securities as well as for the benefit of the Issuer,
and that such obligations on the part of the Administrator shall be enforceable
at the instance of the Indenture Trustee and the Issuer.
Section 22. BANKRUPTCY MATTERS. No party to this Agreement shall take
any action to cause the Depositor or the Issuer to dissolve in whole or in part
or file a voluntary petition or otherwise initiate proceedings to have the
Depositor or the Issuer adjudicated bankrupt or
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insolvent, or consent to the institution of bankruptcy or insolvency proceedings
against the Depositor or the Issuer, or file a petition seeking or consenting to
reorganization or relief of the Depositor or the Issuer as debtor under any
applicable federal or state law relating to bankruptcy, insolvency, or other
relief for debtors with respect to the Depositor or the Issuer; or seek or
consent to the appointment of any trustee, receiver, conservator, assignee,
sequestrator, custodian, liquidator (or other similar official) of the Depositor
or the Issuer or of all or any substantial part of the properties and assets of
the Depositor or the Issuer, or cause the Issuer to make any general assignment
for the benefit of creditors of the Depositor or the Issuer, or take any action
in furtherance of any of the above actions.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the day and year first above written.
HOMEBANC MORTGAGE TRUST 2004-2,
By: Wilmington Trust Company, not in its individual
capacity but solely as Owner Trustee
By: /s/ XXXXXXX XXXXXXXXXX
-----------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Financial Services Officer
U.S. BANK NATIONAL ASSOCIATION,
(acting not individually but solely in its
capacity as Indenture Trustee) as Administrator
By: /s/ XXXXXX XXXXXXX
-----------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
WILMINGTON TRUST COMPANY,
as Owner Trustee
By: /s/ XXXXXXX XXXXXXXXXX
-----------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Financial Services Officer
STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.,
as Depositor
By: /s/ XXXX XXXXXXXXX
-----------------------------------
Name: Xxxx Xxxxxxxxx
Title: Vice President
