Exhibit 99.1
ASSET SALE AGREEMENT
This Asset Sale Agreement dated as of _____1, ____ (the "Agreement"),
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by and between FREMONT MORTGAGE SECURITIES CORPORATION, as purchaser ("FMSC"),
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and [_____________________], as loan seller ("Seller").
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Subject to the terms hereof, Seller agrees to sell, and FMSC agrees to
purchase, a pool of certain [fixed-rate, conventional, monthly pay, fully-
amortizing one-to-four family residential first lien mortgage loans] (the
"Mortgage Assets") having original terms to stated maturity of [30 years] and
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having an aggregate scheduled principal balance as of ______ 1, ____ (the
"Cut-off Date") of approximately $_______________.
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It is the intention of Seller and FMSC that FMSC shall, simultaneously
with the purchase hereunder, sell the Mortgage Assets to a trust formed pursuant
to a Pooling and Master Servicing Agreement dated as of _____ 1, ____ (the
"Pooling and Servicing Agreement") by and among FMSC, as seller, [ ], as
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master servicer and loan seller, and [ ], as trustee (the "Trustee"),
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pursuant to which the Pass-Through Certificates, Series ____-__ (the
"Securities") evidencing ownership interests in the Mortgage Assets will be
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issued.
FMSC and Seller wish to prescribe the terms and conditions of the
purchase by FMSC of the Mortgage Assets.
In consideration of the premises and the mutual agreements hereinafter
set forth, FMSC and Seller agree as follows:
ARTICLE I
DEFINITIONS
All capitalized terms not otherwise defined herein shall have the
meanings ascribed to them in the Pooling and Servicing Agreement. The following
words and phrases are defined as follows:
"Mortgage Assets": Each mortgage asset (including mortgage loans)
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listed in the Mortgage Asset Schedule.
"Mortgage Asset Schedule": A schedule of Mortgage Assets attached
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hereto as Exhibit A, containing the information with respect to each Mortgage
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Asset as set forth in the definition of "Mortgage Asset Schedule" in the Pooling
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and Servicing Agreement.
"Mortgage Rate": As to any Mortgage Asset, the per annum rate at
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which interest accrues on the unpaid principal balance thereof as set forth in
the related Mortgage Note.
"Net Mortgage Rate": As to each Mortgage Asset, the Mortgage Interest
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Rate less the Servicing Fee.
"Pooling and Servicing Agreement": As defined on the first page of
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this Agreement, pursuant to which the Securities, evidencing ownership interests
in the Mortgage Assets, will be issued.
"Securities": As defined on the first page of this Agreement.
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"Servicer": [ ], and its successors as loan seller
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and master servicer under the Pooling and Servicing Agreement.
ARTICLE II
SALE AND CONVEYANCE OF MORTGAGE ASSETS;
POSSESSION OF MORTGAGE FILES
SECTION 2.01. Sale and Conveyance of Mortgage Assets.
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(a) Seller, concurrently with the execution and delivery hereof, does
hereby sell, transfer, assign, set over and otherwise convey to FMSC, without
recourse, all of the right, title and interest of Seller in and to the Mortgage
Assets (including, without limitation, the security interests created thereby),
including all principal and interest due on or with respect to the Mortgage
Assets after the Cut-off Date (other than payments of principal and interest due
on the Mortgage Assets on or before the Cut-off Date). FMSC acknowledges that
on or prior to the date hereof, the Mortgage Files have been delivered to the
[Trustee][Custodian], subject to any exceptions noted in the
[Trustee's][Custodian's] review of the Mortgage Files pursuant to [Section [ ]
of the Custodial Agreement][Section 2.02 of the Pooling and Servicing
Agreement], and any other documents relating to the Mortgage Assets shall be
retained by the Servicer pursuant to the terms of the [Custodial
Agreement][Pooling and Servicing Agreement].
(b) Although the parties intend that the conveyance of Seller's
right, title and interest in and to the Mortgage Assets pursuant to this
Agreement shall constitute a purchase and sale and not a loan, if such
conveyances are deemed to be a loan, the parties intend that the rights and
obligations of the parties to such loan shall be established pursuant to the
terms of this Agreement. The parties also intend and agree that Seller shall be
deemed to have granted to FMSC, and Seller does hereby grant to FMSC, a
perfected first-priority security interest in all of the right, title and
interest in, to and under the collateral to the extent described in Section 2.01
hereof, and that this Agreement shall constitute a security agreement under
applicable law.
SECTION 2.02. Purchase Price; Payments on the Mortgage Assets.
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(a) The purchase price for the Mortgage Assets (the "Purchase Price")
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shall be equal to $__________________ which includes accrued interest at the
weighted average Net Mortgage Rate from and including the Cut-off Date through
but excluding the Closing Date).
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Such purchase price shall be payable in immediately available funds via wire
transfer to an account designated by Seller.
(b) FMSC shall be entitled to all scheduled payments of principal and
interest due after the Cut-off Date and all principal prepayments received after
the Cut-off Date. The principal balance of each Mortgage Asset as of the Cut-
off Date is determined after deduction of payments of principal due on or before
the Cut-off Date, whether or not collected, and of any principal prepayments
received or applied on or before the Cut-off Date.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF SELLER AND FMSC
SECTION 3.01. Representations and Warranties of Seller.
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Seller hereby warrants and represents to, and covenants with, FMSC as
of the Closing Date hereof that:
(a) Due Organization and Authority. Seller is a corporation duly
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organized, validly existing and in good standing under the laws of the State of
[________] and is licensed to carry on its business as now being conducted;
Seller has the full corporate power, authority, and legal right to transfer and
convey the Mortgage Assets and to execute and deliver this Agreement and to
perform in accordance herewith;
(b) Ordinary Course of Business. The consummation of the
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transactions contemplated by this Agreement are in the ordinary course of
business of Seller, and the transfer, assignment and conveyance of the Mortgage
Notes and the Mortgages by Seller pursuant to this Agreement are not subject to
the bulk transfer or any similar statutory provisions in effect in any
applicable jurisdiction;
(c) No Conflicts. Neither the execution and delivery of this
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Agreement, the acquisition of the Mortgage Assets by Seller, the sale of the
Mortgage Assets to FMSC or the transactions contemplated hereby, nor the
fulfillment of or compliance with the terms and conditions of this Agreement,
(i) will conflict with or result in a breach of any of the terms, conditions or
provisions of Seller's charter or by-laws or, any legal restriction or any
agreement or instrument to which Seller is now a party or by which it is bound,
or (ii) constitute a default or result in an acceleration under any such
agreement or instrument, or (iii) result in the violation of any law, rule,
regulation, order, judgment or decree to which Seller or its property is
subject, or (iv) result in the creation or imposition of any lien, charge or
encumbrance that would have an adverse effect upon any of its properties
pursuant to the terms of any mortgage, contract, deed of trust or other
instrument, or (v) impair the value of the Mortgage Assets;
(d) Ability to Perform. Seller does not believe, nor does it have
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any reason or cause to believe, that it cannot perform each and every covenant
contained in this Agreement. Seller is solvent and the sale of the Mortgage
Assets will not cause Seller to become insolvent.
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The sale of the Mortgage Assets is not undertaken with the intent to hinder,
delay or defraud any of Seller's creditors;
(e) No Litigation Pending. There is no action, suit, proceeding or
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investigation pending or, to Seller's knowledge, threatened against Seller
which, either in any one instance or in the aggregate, if decided adversely to
Seller, may result in any material adverse change in the business, operations,
financial condition, properties or assets of Seller, or in any material
impairment of the right or ability of Seller to carry on its business
substantially as now conducted, or in any material liability on the part of
Seller, or which would draw into question the validity of this Agreement or the
Mortgage Assets or of any action taken or to be taken in connection with the
obligations of Seller contemplated herein, or which would impair materially the
ability of Seller to perform under the terms of this Agreement;
(f) No Consent Required. No consent, approval, authorization or
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order of any court or governmental agency or body is required for the execution,
delivery and performance by Seller of or compliance by Seller with this
Agreement or the Mortgage Assets, the delivery of a portion of the Mortgage
Files to FMSC or its designee, or the sale of the Mortgage Assets to FMSC or the
consummation of the transactions contemplated by this Agreement, or if required,
such approval has been obtained prior to the Closing Date; and
(g) Ownership of Mortgage Assets. Immediately prior to the sale of
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the Mortgage Assets to FMSC, Seller will be the lawful owner of the Mortgage
Assets with the right to transfer the Mortgage Assets, subject to no lien,
adverse claim, mortgage, security interest, pledge, charge or other encumbrance
created by Seller. Immediately following the sale of the Mortgage Assets, FMSC
will own such Mortgage Assets, free and clear of any lien, adverse claim,
mortgage, security interest, pledge, charge or other encumbrance created by
Seller; and
(h) Representations and Warranties with respect to Mortgage Assets.
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The representations and warranties set forth in Exhibit B is true and correct
with respect to each Mortgage Asset as of the Closing Date.
SECTION 3.02. Representations and Warranties of FMSC.
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FMSC hereby warrants and represents to, and covenants with, Seller as
of the Closing Date hereof that:
(a) Due Organization and Authority. FMSC is a corporation duly
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organized, validly existing and in good standing under the laws of the State of
Delaware, and FMSC has the full corporate power, authority, and legal right to
purchase, acquire and own the Mortgage Assets and to execute and deliver this
Agreement and to perform in accordance herewith;
(b) Ordinary Course of Business. The consummation of the
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transactions contemplated by this Agreement are in the ordinary course of
business of FMSC;
(c) No Conflicts. Neither the execution and delivery of this
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Agreement, the purchase and acquisition of the Mortgage Assets by FMSC or the
transactions contemplated
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hereby, nor the fulfillment of or compliance with the terms and conditions of
this Agreement, (i) will conflict with or result in a breach of any of the
terms, conditions or provisions FMSC's charter or by-laws or any legal
restriction or any agreement or instrument to which FMSC is now a party or by
which it is bound, or (ii) constitute a default or result in an acceleration
under any such agreement or instrument, or (iii) result in the violation of any
law, rule, regulation, order, judgment or decree to which FMSC or its property
is subject, or (iv) result in the creation or imposition of any lien, charge or
encumbrance that would have an adverse effect upon any of its properties
pursuant to the terms of any mortgage, contract, deed of trust or other
instrument or (v) impair the value of the Mortgage Assets;
(d) Ability to Perform. FMSC does not believe, nor does it have any
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reason or cause to believe, that it cannot perform each and every covenant
contained in this Agreement;
(e) No Litigation Pending. There is no action, suit, proceeding or
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investigation pending or, to FMSC's knowledge, threatened against FMSC which,
either in any one instance or in the aggregate, if decided adversely to FMSC,
may result in any material adverse change in the business, operations, financial
condition, properties or assets of FMSC, or in any material impairment of the
right or ability of FMSC to carry on its business substantially as now
conducted, or in any material liability on the part of FMSC, or which would draw
into question the validity of this Agreement or the Mortgage Assets or of any
action taken or to be taken in connection with the obligations of FMSC
contemplated herein, or which would impair materially the ability of FMSC to
perform under the terms of this Agreement;
(f) No Consent Required. No consent, approval, authorization or
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order of any court or governmental agency or body is required for the execution,
delivery and performance by FMSC of or compliance by FMSC with this Agreement or
the Mortgage Assets, or the purchase of the Mortgage Assets by FMSC or the
consummation of the transactions contemplated by this Agreement, or if required,
such approval has been obtained prior to the Closing Date; and
(g) Pooling and Servicing Agreement. FMSC shall enter into the
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Pooling and Servicing Agreement on the Closing Date.
ARTICLE IV
[RESERVED]
ARTICLE V
MISCELLANEOUS PROVISIONS
SECTION 5.01. Amendment. This Agreement may be amended from time to
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time by Seller and FMSC by written agreement signed by Seller and FMSC.
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SECTION 5.02. Counterparts. For the purpose of facilitating the
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execution of this Agreement as herein provided and for other purposes, this
Agreement may be executed simultaneously in any number of counterparts, each of
which counterparts shall be deemed to be an original, and such counterparts
shall constitute but one and the same instrument.
SECTION 5.03. Governing Law. This Agreement shall be construed in
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accordance with the substantive laws of the State of New York (without regard to
conflicts of laws principles) and the obligations, rights and remedies of the
parties hereunder shall be determined in accordance with such laws.
SECTION 5.04. Notices. All demands, notices and communications
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hereunder shall be in writing and shall be deemed to have been duly given if
delivered personally, telecopies (with receipt confirmed by telephone call to
the person, or a member of the department, specified for attention) or mailed by
first class mail, postage prepaid, to (i) in the case of Seller: [
] Attention: [ ],
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or such other address as may hereafter be furnished to FMSC in writing by
Seller, or (ii) in the case of FMSC: Fremont Mortgage Securities Corporation,
000 Xxxxx Xxxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxxxxx 00000 Attention: [ ],
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or such other address as may hereafter be furnished to Seller in writing by
FMSC.
SECTION 5.05. Severability of Provisions. If any one or more of the
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covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement.
SECTION 5.06. No Partnership. Nothing herein contained shall be
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deemed or construed to create a co-partnership or joint venture between the
parties hereto.
SECTION 5.07. Successors and Assigns. This Agreement shall inure to
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the benefit of and be binding upon Seller and FMSC and their respective
successors and assigns, as may be permitted hereunder.
[SIGNATURES COMMENCE ON FOLLOWING PAGES]
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IN WITNESS WHEREOF, Seller and FMSC have caused their names to be
signed hereto by their respective officers thereunto duly authorized as of the
day and year first above written.
FREMONT MORTGAGE SECURITIES CORPORATION, as
purchaser
By: _______________________
Name:
Title:
[ ], as loan seller
By: _______________________
Name:
Title:
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EXHIBIT A
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MORTGAGE ASSET SCHEDULE
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EXHIBIT B
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REPRESENTATIONS AND WARRANTIES WITH RESPECT TO MORTGAGE ASSETS
As to each Mortgage Loan, the Seller hereby represents and warrants to
the Purchaser that as of the date hereof and as of the Closing Date:
1. Mortgage Loans as Described. The information set forth in the Mortgage
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Asset Schedule is true and correct in all material respects;
2. Original Terms Unmodified. In the event a forbearance agreement has been
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executed with respect to any Mortgage Loan, such forbearance agreement is
in the related Mortgage Loan File. Any modification to the interest rate,
terms, principal balance, or amortization period of such Mortgage Loan has
been reflected on the Mortgage Asset Schedule. No Borrower has been
released, in whole or in part, except in connection with an assumption or
modification agreement
3. No Satisfaction of Mortgage. The Mortgage has not been satisfied, canceled,
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subordinated or rescinded, in whole or in part, and the Mortgaged Property
has not been released from the lien of the Mortgage, in whole or in part,
except as set forth on the Mortgage Asset Schedule for which a partial
release has been executed with respect to such Mortgage Loan, a copy of
which release is in the related Mortgage Loan File, nor has any instrument
been executed that would effect any such release, cancellation,
subordination or rescission. Except for a forbearance agreement or
assumption and modification agreement executed with respect to such
Mortgage Loan, a copy of which agreement is in the related Mortgage Loan
File, the Seller has not waived the performance by the Borrower of any
action, if the Borrower's failure to perform such action would cause the
Mortgage Loan to be in material default, nor has the Seller waived any
material default resulting from any action or inaction by the Borrower;
4. Valid Lien. With respect to Mortgage Loans, each Mortgage is a valid,
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subsisting enforceable and perfected first lien on the Mortgaged Property.
The lien of such Mortgage is subject only to (a) the lien of real property
taxes and assessments; (b) the lien of condominium association fees
previously due and payable; (c) covenants, conditions and restrictions,
rights of way, easements and other matters of the public record as of the
date of recording acceptable to mortgage lending institutions generally and
specifically referred to in the lender's title insurance policy or an
opinion of counsel delivered to the originator of the Mortgage Loan and
either (A) referred to or otherwise considered in the appraisal made for
the originator of the Mortgage Loan, or (B) that do not materially
adversely affect the appraised value of the Mortgaged Property set forth in
such appraisal; and (d) other matters to which like properties are commonly
subject which do not materially interfere with the benefits of the security
intended to be provided by the Mortgage or the use, enjoyment, value or
marketability of the related Mortgaged Property;
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Any security agreement, chattel mortgage or equivalent document related to
and delivered in connection with the Mortgage Loan establishes and creates
a valid, subsisting and enforceable first lien and first priority security
interest on the property described therein and the Seller has full right to
sell and assign the same to the Purchaser;
5. Validity of Mortgage Loan Documents. Each Note and Mortgage is genuine, and
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each is the legal, valid and binding obligation of the maker thereof
enforceable in accordance with its terms, subject to (i) applicable
bankruptcy, insolvency, reorganization, moratorium and other similar laws
affecting the enforcement of creditors, rights generally and (ii)general
principles of equity regardless of whether such enforcement is considered
in a proceeding in equity or at law. To the best of Seller's knowledge, no
fraud was committed in connection with the origination of the Mortgage Loan
which would prevent the enforceability of such documents;
6. Full Disbursement of Proceeds. Each Mortgage Loan has been closed, and the
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proceeds of each Mortgage Loan have been fully disbursed and there is no
requirement for future advances. All costs, fees and expenses incurred in
making or closing the Mortgage Loans and the recording of the Mortgage were
paid, and the Borrower is not entitled to any, refund of any amounts paid
or due under the Mortgage Loans;
7. Ownership. The Seller is the sole owner of record and holder of the
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Mortgage Loans. The Mortgage Loans are not assigned or pledged, and the
Seller has good and marketable title thereto, and has full right to
transfer and sell the Mortgage Loans therein to the Purchaser free and
clear of any encumbrance, equity, participation interest, lien, pledge,
charge, claim or security interest, and has full right and authority
subject to no interest or participation of, or agreement with, any other
party, to sell and assign each Mortgage Loan pursuant to this Agreement. No
Mortgage Loan is subject to any participation agreement or arrangement;
8. Hazard Insurance. Pursuant to the terms of the Mortgage, all buildings or
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other improvements upon the Mortgaged Property are insured by a generally
acceptable insurer or by the Seller's force-placed insurance policy against
loss by fire, hazards of extended coverage and such other hazards as are
customary in the area where the Mortgaged Property is located in an amount
that is at least the lesser of the Stated Principal Balance or the
replacement cost of the Mortgaged Property. Such insurance policy is in
full force and effect until the transfer of the Mortgage Loans to the
Purchaser. If upon origination of the Mortgage Loan, the Mortgaged Property
was in an area identified in the Federal Register by the Federal Emergency
Management Agency as having special flood hazards (and such flood insurance
has been made available and required by law) a flood insurance policy
meeting the requirements of the current guidelines of the Federal insurance
Administration is in effect. Such insurance policy is in full force and
effect until the transfer of the Mortgage Loans to the Purchaser. The
Seller has not engaged in, and has no knowledge of the Borrower's or any
servicer's having engaged in, any act or omission which would impair the
coverage of any such policy;
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9. Provisions. The Mortgage contains enforceable provisions such as to render
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the rights and remedies of the holder thereof adequate for the realization
against the Mortgaged Property of the benefits of the security provided
thereby;
10. Title Insurance. The Mortgage Loan is covered by either (i) an attorney's
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opinion of title and abstract of title, or a certificate of title, the form
and substance of which is acceptable to lending institutions making
Mortgage Loans in the area where the Mortgaged Property is located or (ii)
a lender's title insurance policy or other generally acceptable form of
policy of insurance issued by a title insurer generally acceptable to
mortgage lending institutions making Mortgage Loans in the area where the
Mortgaged Property is located, insuring the mortgagee, its successors and
assigns, as to the first priority lien of the Mortgage in the original
principal amount of the Mortgage Loan against any loss by reason of the
invalidity or unenforceability of the lien, subject only to the exceptions
contained in clauses (i), (ii), (iii) and (iv) of paragraph (a) of section
4.1.4. To the best of Seller's knowledge, no claims have been made under
such lenders title insurance policy. The Seller and, to the best of
Seller's knowledge, each prior holder of the Mortgage, has not done, by act
or omission, anything which would impair the coverage of such lender's
title insurance policy;
11. Delivery of Mortgage Loan Documents. As of the Closing Date, the Mortgage
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Loan File shall have been delivered to the Purchaser; provided that, with
respect to the Mortgage Loans listed in Schedule II, certain of the loan
documents are out for recording;
12. Collection Practices; Escrow Deposits. The origination and collection
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practices used by Seller with respect to the Mortgage Loans have been in
accordance with Accepted Servicing Practices and in all material respects
in compliance with all applicable laws and regulations;
13. Environmental Matters. Except as set forth in the Mortgage Loan Files for
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the Mortgage Loans that are the subject of this Agreement, the Seller has
no knowledge of the presence of Hazardous Substances in the soil or
groundwater at or beneath any Mortgaged Property that constitutes the real
property interest securing a Mortgage Loan;
14. Taxes. The real property taxes due and owing as of the Closing Date with
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respect to each Mortgage Loan have been paid, or an escrow of funds has
been established in an amount sufficient to pay such taxes;
15. Primary Mortgage Insurance. Any primary mortgage insurance listed on the
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Mortgage Asset Schedule is in full force and effect and will be in full
force and effect upon the Closing Date. To the Seller's knowledge, no
claims have been made under such insurance policy, and no prior holders of
the related Mortgage, including the Seller, has done, by act or omission,
anything which would impair the coverage of such insurance policy;
16. REO Properties. As to each REO Property, the Seller hereby represents and
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warrants to the Purchaser that as of the Closing Date;
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17. REO Properties as Described. The information set forth in the REO Property
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Schedule is true and correct;
18. No Outstanding Charges. All taxes, governmental assessments insurance
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premiums, water, sewer and municipal charges, leasehold payments or ground
rents that are due and owing as of the Closing Date have been paid;
19. Hazard Insurance. All buildings or other improvements upon the REO Property
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are insured by a generally acceptable insurer or by the Seller's force-
placed insurance policy against loss by fire, hazards of extended coverage
and such other hazards as are customary in the area where the REO Property
is located in an amount that is at least the lesser of the principal
balance at the time the property was transferred to the Seller or the
replacement cost of the REO Property. Each such insurance policy is in full
force and effect until the transfer of the REO Property to the Purchaser.
The Seller has not engaged in, and has no knowledge of any servicer's
having engaged in, any act or omission which would impair the coverage of
any such policy;
20. Validity of REO Property Documents. The Deed is genuine, and constitutes
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the legal, valid and binding conveyance of the REO Property;
21. Ownership. The Seller or one of its subsidiaries is the sole owner of
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record and holder of the REO Property. The REO Property has not been
assigned or pledged, and the Seller has good and marketable title thereto,
and has full right to transfer and sell the REO Property to the Purchaser
free and clear of any equity or right of redemption, encumbrance, dower or
homestead, participation interest, lien, pledge, charge, claim or security
interest, and has full right and authority subject to no interest or
participation of, or agreement with, any other party, to sell and assign
each REO Property pursuant to this Agreement. No REO Property is subject to
any participation agreement or arrangement;
22. Title. There are no covenants, conditions, restrictions, rights of way,
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easements or other matters of public record that materially adversely
affect the marketability of title to the REO Property;
23. Delivery of REO Property Documents. The Deed and the REO File shall have
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been delivered to the Purchaser;
24. Transfer of REO Properties. The Deed is in recordable form and is
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acceptable for recording under the laws of the jurisdiction in which the
REO Property is located;
25. REO Properties Undamaged. There is no proceeding pending or, to the
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Seller's knowledge, threatened for the total or partial condemnation of the
REO Property. The REO Property is materially undamaged by fire, earthquake
or earth movement, windstorm, flood, tornado or other casualty so as to
affect adversely the value of the REO Property or the use for which the
premises were intended; and
26. Appraisal. The REO File contains an appraisal of the related REO Property.
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