EXHIBIT 99.2
ADMINISTRATION AGREEMENT
among
AMERICAN HOME MORTGAGE INVESTMENT TRUST 2003-1,
as Issuer
DEUTSCHE BANK NATIONAL TRUST COMPANY,
as Administrator
WILMINGTON TRUST COMPANY,
as Owner Trustee
and
STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.,
as Depositor
Dated as of December 31, 2003
This Administration Agreement (the "Agreement") is entered into as of
December 31, 2003, among AMERICAN HOME LOAN MORTGAGE INVESTMENT TRUST 2003-1, a
Delaware statutory trust (the "Issuer"), DEUTSCHE BANK NATIONAL TRUST COMPANY,
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 a Amended and Restated Trust
Agreement relating to the Trust, dated as of December 31, 2003 (the "Trust
Agreement"), among the Depositor, the Owner Trustee and the Administrator;
WHEREAS, the Issuer will issue under an indenture its American Home Loan
Mortgage Investment Trust 2003-1 Mortgage-Backed Notes, Series 2003-1 (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 December 31, 2003 (the
"Indenture"), between the Issuer, Deutsche Bank National Trust Company, as
indenture trustee (in such capacity, the "Indenture Trustee") and Xxxxx Fargo
Bank Minnesota, 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 December 31, 2003 (the "Sale and Servicing Agreement"), among the
Issuer, the Depositor, EMC Mortgage Corporation, as seller and company (the
"Seller"), Xxxxx Fargo Bank Minnesota, National Association, as master servicer
(in such capacity the, "Master Servicer") and securities administrator and the
Indenture Trustee, (ii) the Letter of Representations, dated December 30, 2003
(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, 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);
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(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 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(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.
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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):
(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 the Rating
Agency 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 Officers' 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);
(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
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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 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.
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(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 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); or
(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 the Rating Agency.
(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
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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, 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:
American Home Mortgage Investment Trust 2003-1
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:
Deutsche Bank National Trust Company
0000 Xxxx Xx. Xxxxxx Xxxxx
Xxxxx Xxx, Xxxxxxxxxx 00000
Attention: Trust Administration - BS03A1
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
0
Xxx Xxxx, Xxx Xxxx 00000
Attention: Legal Department - AHMIT 2003-1
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 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 the Rating
Agency confirming that such amendment will not cause the 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.
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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.
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 Deutsche Bank National Trust Company in Other
Capacities. Nothing in this Agreement shall affect any obligation Deutsche Bank
National Trust Company 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 Deutsche Bank National Trust Company 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. In
acting as Administrator, Deutsche Bank National Trust Company shall be entitled
to the same benefits, protections and rights to indemnification as are afforded
to the Indenture Trustee under 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.
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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 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.
AMERICAN HOME MORTGAGE INVESTMENT TRUST
2003-1,
By: Wilmington Trust Company, not in its
individual capacity but solely as Owner
Trustee
By: /s/: Xxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxx X.Xxxxxx
Title: Financial Services Officer
DEUTSCHE BANK NATIONAL TRUST COMPANY, as
Administrator
By: /s/: Xxxxxxx Xxxxxxxx
---------------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Assistant Vice President
By: /s/: Xxxx Xxxxx
---------------------------------------
Name: Xxxx Xxxxx
Title: Associate
WILMINGTON TRUST COMPANY, as Owner Trustee
By: /s/: Xxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Financial Services Officer
STRUCTURED ASSET MORTGAGE INVESTMENTS II
INC., as Depositor
By: /s/: Xxxxx Xxxxxxxxxxx
---------------------------------------
Name: Xxxxx Xxxxxxxxxxx
Title: Vice President
