For further information please call 954-495-9867 or 520-405-1688
====================
So many people sent me this short white paper that I don’t know who to thank or even who wrote it. Any help would be appreciated so I can edit this article and give attribution to the writer.
The only thing that I would caution is that eventually, perhaps sometime soon, the importance of the Assignment and Assumption Agreement will rise in importance as to these enforcement actions based upon a fictitious closing, debt, note and mortgage. The A&A is an agreement between the “originator” and some other “aggregator conduit”.
The A&A essentially calls for violation of TILA by not disclosing the existence of a third party lender. It also allows for compensation and profits arising from the signature of the borrower on the settlement documents without disclosure of who received that compensation or made those profits and how much they were “earning.”
Whether this is ultimately determined to be a table funded loan or simply not a loan contract at all with the borrower remains to be seen. If it is determined to be a table funded loan with an undisclosed third party lender who is not even the aggregator in the A&A then according to regulations Z it is “predatory per se.” If it is predatory per se then how can anyone seek enforcement in equity (i.e. foreclosure)?
And while I am at it, to answer the question of many judges — “what difference does it make where the money came from? — ASK THE BANKS. They nearly always demand to see the bank account from which the down payment is being made and even going beyond that to require the borrower to prove that the money is the money of the borrower. If normal underwriting requires the borrower to produce proof of funding then why isn’t the bank required to prove that they funded the loan — either by origination or acquisition or both?
If a borrower gets the down payment from his Uncle Joe because he is in fact broke, then the Bank under normal underwriting circumstances won’t approve the loan. If a Bank has no financial stake in the alleged “loan” then why should THEY be allowed to enforce it? Isn’t that highly prejudicial to the real creditors? Isn’t the foreclosure judge making it harder for the real creditors to collect by entering judgment for a party who has no risk, no financial stake and no contractual right (or obligations) to represent the real creditor.
And lastly is the wrong assumption about the chronology of these transactions. The mortgage backed securities were “sold forward,” which is to say there was nothing in the Trust when they were sold — and as it turns out in most cases the Trust never got any loans. Further the notes and mortgages were also sold forward in a cloudy arrangement in which the ownership and balance due was at least in doubt if not unknown. You must remember that the banks were not in the business of loaning money — they were in the business of selling mortgage backed securities for empty trusts and then using the money any way they chose.
All that said the following was received by me from several people and I agree with virtually all of it.
======================
Statutory Requirements For Establishing The Right To Enforce An Instrument
1. Prove status of holder of the instrument. (UCC § 3-301(i)); or
2. Prove status of non-holder in possession of the instrument who has the rights of a holder. (UCC § 3-301(ii)); or
3. Prove status of being entitled to enforce the instrument as a person not in possession of the instrument pursuant to UCC § 3-309 or UCC § 3-418(d). (NOTE is lost, stolen, destroyed).
UCC § 3-309, requirements.
a. Prove possession of the instrument and entitled to enforce it when loss of possession occurred. (UCC § 3-309(a)(1)).
i. If illegality or fraud were involved in the original transaction, it cannot be proved that the person is entitled to enforce the instrument.(See UCC § 3-305. DEFENSES)
b. Prove non-possession of the NOTE is NOT the result of a transfer. (UCC § 3-309(a)(2)).
NOTE: If discovery shows that the instrument was sold by the person claiming the right to enforcement, a transfer occurred, and such person is NOT entitled to enforce the instrument. (See UCC § 3-309(a)(ii)).
c. Prove that the person seeking enforcement cannot reasonably obtain possession of the instrument because the instrument was destroyed, its whereabouts cannot be determined, or it is in the wrongful possession of an unknown person or a person that cannot be found or is not amenable to service of process. (UCC § 3-309(a)(3)).
NOTE: If discovery shows that the instrument was sold by the person claiming the right to enforcement, a transfer occurred, and such person is NOT entitled to enforce the instrument. (See UCC § 3-309(a)(ii)).
d. A person seeking enforcement of an instrument under subsection (a) must prove the terms of the instrument and the person’s right to enforce the instrument. (UCC § 3-309(b)).
****************
UCC § 3-309 Enforcement Of Lost, Destroyed, Or Stolen Instrument.
(a) A person not in possession of an instrument is entitled to enforce the instrument if(1) the person seeking to enforce the instrument(A) was entitled to enforce the instrument when loss of possession occurred, or
(B) has directly or indirectly acquired ownership of the instrument from a person who was entitled to enforce the instrument when loss of possession occurred; (2) the loss of possession was NOT the result of a transfer by the person or a lawful seizure; and(3) the person cannot reasonably obtain possession of the instrument because the instrument was destroyed, its whereabouts cannot be determined, or it is in the wrongful possession of an unknown person or a person that cannot be found or is not amenable to service of process.(b) A person seeking enforcement of an instrument under subsection (a) must prove the terms of the instrument and the person’s right to enforce the instrument. If that proof is made, Section 3-308 applies to the case as if the person seeking enforcement had produced the instrument. The court may not enter judgment in favor of the person seeking enforcement unless it finds that the person required to pay the instrument is adequately protected against loss that might occur by reason of a claim by another person to enforce the instrument. Adequate protection may be provided by any reasonable means.
****************
An instrument is transferred when it is delivered by a person other than its issuer for the purpose of giving to the person receiving delivery the right to enforce the instrument. (UCC § 3-203(a)).
If a transferor purports to transfer less than the entire instrument, negotiation of the instrument does not occur. The transferee obtains no rights under this Article and has only the rights of a partial assignee. (UCC 3-203(d)).
****************
If the bank, mortgage company, etc., sold the NOTE, they have no right to enforce the NOTE, through foreclosure or court proceeding pursuant to the fact that the UCC bars such claimant from invoking the court’s subject matter jurisdiction of the case.
****************
Even if the claimant produces the original wet-ink NOTE, there is a defense to the action pursuant to UCC 3-305.
Illegality and false representation (fraud) perpetrated in the transaction.
Did the bankdisclose the SOURCE of the money for the transaction?Did the bank inform the NOTE issuer that the money for the transaction was provided at no cost to the bank?Did the bank disclose that the NOTE would be sold at the earliest possible convenience, and that such sale and receipt of money from a third party would actually pay off the NOTE? (Satisfaction of Mortgage).
Many discovery questions to be asked when a claimant initiates foreclosure proceedings.
***********
Many assume that the bank/broker/lender that begins the process is actually providing the money for making a “loan,” when in fact, the bank/broker/lender is only making an “exchange,“ of notes, at no cost, and then, coercing the issuer of the promissory note into the comprehension that he is receiving a “loan.” The following was stated in A PRIMER ON MONEY, SUBCOMMITTEE ON DOMESTIC FINANCE, COMMITTEE ON BANKING AND CURRENCY, HOUSE OF REPRESENTATIVES, 88th Congress, 2d Session, AUGUST 5, 1964, CHAPTER VIII, HOW THE FEDERAL RESERVE GIVES AWAY PUBLIC FUNDS TO THE PRIVATE BANKS [44-985 O-65-7, p89]
“In the first place, one of the major functions of the private commercial banks is to create money. A large portion of bank profits come from the fact that the banks do create money. And, as we have pointed out, banks create money without cost to themselves, in the process of lending or investing in securities such as Government bonds.”In this instance, the transaction was funded by using the prospective property (collateral) and the signer’s promissory note as if the property and the Note already belonged to the bank/broker/lender. [Editor’s note: Those loans NEVER belonged to the Bank who was selling them before they even existed.]
So, if the bank used the promissory NOTE, as money, to create the cash reserve which was then used to validate the bank check issued on the face amount of the promissory NOTE, at no cost to the bank, without NOTICE to the signer of the promissory NOTE, and without fully disclosing these facts and aspects of the transaction, the bank committed a DECEPTIVE PRACTICE, FRAUD.
Filed under: AMGAR, evidence, foreclosure, foreclosure defenses, Investor, MBS TRUSTEE, Mortgage, Title, TRUST BENEFICIARIES | Tagged: article 9 UCC, Assignment and ASsumption Agreement, enforcement of debt, enforcement of mortgage, enforcement of note, lost note, UCC |
JG, both. The assignments are fraudulent and forged, and the trust has nothing in it. It is just window dressing. The IRS is in on the fraud, too, because of the requirement for REMIC Trusts which requires that once the note/loan is “sold” into the trust, it can no longer be sold again, and it must be done by a certain date which is listed in the name of the trust.
louise: “In part, because there is nothing in the trusts. I have 3 assignments placing my loan in a trust that was already closed??”
Okay, your loan was assigned to a trust (3 times?!) But even so, how does YOUR loan not being in a trust mean there’s nothing in a trust?
Are you taking this to mean no other loans were sold to the trust also?
Or do you just mean your loan can’t be put in the trust post-cut off?
In part, because there is nothing in the trusts. I have 3 assignments placing my loan in a trust that was already closed??
What makes people think the investor’s funds were used to buy
derivatives instead of going into the trust if the funds were to go into the trusts to buy loans? What makes anyone think the investors’ funds were used to fund loans?
neidermeyer: “I must disagree about you not wanting to attach negativity to “selling forward” .. Every SEC package (PSA et al) I’ve read has procedures regarding the selling syndicate which is supposed to sell shares in the MBS after the trust closes… If selling forward was no big deal why would they hide it with false SEC filings. Selling forward is proof of predatory lending ,,, they MUST sell that many mortgages no matter the quality of the borrower.”
I first of all don’t really know what selling forward is. It sounds to me like A saying to B ‘I’ll sell this thing to you’ 1) either ‘after it’s created’ or 2)
‘on May 5, 2016’ (some time certain in the future). So I guess your objection is that trusts can’t buy forward (?), if that’s what it means. I only meant selling loans forward by the parties up to the guy who sells to the trust and should’ve made that clear. The rest of your paragraph is beyond my ken. Wish it weren’t. Maybe when you have time, you will explain it.
maybe you’re saying the certs are sold before the trust has acquired the loans which are the basis for the certs? So what is sold “forward”
is the certs with nothing backing them up? If so, I see, but only because I tried to just now by way of the rest of your paragraph. But are you saying in your last sentence that the fact that they sold the certs with no loan back-up is why they MUST fill the pool – to match the amt of certs they sold? I don’t know how that stuff works – the chronology of the events to be hoyle. So, is it that the investors funds are supposed to go in the trust, the depositor sells it some loans, takes that money and issues the certs? When the money is given by the investors then, there are no loans in the trust and the certs aren’t supposed to issue until there are (one big fat reason to put the funds in a trust)? So the money is given in exchange for a promise that the funds, now in a trust, will be used to buy loans and then the issuer will issure the certs? I don’t know what all this means if not done right, but If these are the proper mechanics, then just like what I said the other day (arrived at somewhat differently), using the investor funds to fund loans leaves the trust with no money to buy whole loans. So now I do think I know what you meant – you called selling the CERTS before they should or could ‘selling forward’. Dang. I have to think about it some more fwiw now that I think I know what you mean, ‘it’ being as to the derivative certs being sold with nothing to support them when they aren’t to be sold before the asset underlying them is created and or (?)
in the trust. Not sure I could properly formulate the so what because of so much I don’t know about that stuff. I mean, I think there’s for sure a so what or 20, but I just don’t know what it/ they is/are from the hip. I
take it you (and others?) call it securities fraud? But the so what to the borrower is what we care about. I’m not saying we aren’t people who
aren’t impacted by securities fraud and can’t make a trail to any particular defensive position; I personally just don’t know how to get from SF to that position (at least from the hip).
The other day or so I said I wasn’t sure the investors’ funds being used to fund loans at the closing table made any diff against a hdc, but that what stood out was that the trust had no money to buy whole loans, since I now believe these notes aren’t negotiable instruments in the first place, that adds another twist. If the investor funds were used to buy certs instead of loans, and that’s not hoyle, I don’t know what all it
might mean as to our loans. Maybe that’s support for the trusts not being able to buy loans as a current event – they have no funds, so ‘who’s on first’? But I’m still confused. You’re saying the money was used to wrongfully buy unsupported derivatives and NG says the funds were used to fund loans. Are you two saying the same thing: they sold the certs “forward” and used that money to fund loans or does NG not
think the certs were in the act at the time of funding? Again, if it’s the TRUST which must buy the loans which make for the derivatives, the trust had no money to do so then and it has no money to buy the loans now. Right? So ‘they’ all know this and no one gives a hoot for any number of alleged justifying reasons? I think I said a couple years ago, but forget how I got there, that the investors were between a rock and a hard place. But that’s not true if they can formulate a basis for the allegation based on securities fraud and breach of contract or I don’t know what and include a claim for their “new” tax liability.
You cite something they filed wrong with the sec. Can you expound on that for those of us who don’t get it? Like they lied and said the certs were derivatives when in fact they weren’t?
DID SOMEONE SAY SOMETHING ABOUT FORWARD TRANSACTIONS???
Exhibit 10.11
Master Securities Forward Transaction Agreement
Dated as of March 18, 2009 Between: GMAC INVESTMENT MANAGEMENT LLC and GMAC MORTGAGE, LLC
1. Applicability
From time to time the parties hereto may enter into transactions for the purchase or sale of mortgage-backed and other asset-backed securities and such other securities as may be set forth in Annex I hereto (” Securities” ), including pursuant to when-issued, TBA, dollar roll and other transactions that result or may result in the delayed delivery of Securities. Each such transaction shall be referred to herein as a ” Transaction” and, unless otherwise agreed in writing, shall be governed by this Agreement, including any supplemental terms or conditions contained in Annex I hereto, and in any other annexes identified herein or therein as applicable hereunder.
2. Definitions
(a)” Act of Insolvency” , with respect to any party, (i) the commencement by such party as debtor of any case or proceeding under any bankruptcy, insolvency, reorganization, liquidation, moratorium, dissolution, delinquency or similar law, or such party seeking the appointment or election of a receiver, conservator, trustee, custodian or similar official for such party or any substantial part of its property, or the convening of any meeting of creditors for purposes of commencing any such case or proceeding or seeking such an appointment or election; (ii) the commencement of any such case or proceeding against such party, or another seeking such an appointment or election, or the filing against a party of an application for a protective decree under the provisions of the Securities Investor Protection Act of 1970, which (A) is consented to or not timely contested by such party, (B) results in the entry of an order for relief, such an appointment or election, the issuance of such a protective decree or the entry of an order having a similar effect, or (C) is not dismissed within 15 days; (iii) the making by such party of a general assignment for the benefit of creditors; or (iv) the admission in writing by such party of such party’ s inability to pay such party’ s debts as they become due; (b)” Business Day” , any day on which the Federal Reserve Bank of New York and the government securities markets are open for business, or such other day as may be specified by the parties in Annex I hereto;
July 1996 a1 Master Securities Forward Transaction Agreement a1 1 (c)” Buyer” , the party purchasing the Securities;
(d)” Collateral” , the meaning specified in Paragraph 4 hereof;
(e)” Confirmation” , the meaning specified in Paragraph 3(b) hereof;
(f)” Forward Collateral” , the meaning specified in an annex hereto;
(g)” Prime Rate” , the prime rate of U.S. commercial banks as published in The Wall Street Journal (or, if more than one such rate is published, the average of such rates);
(h)” Seller” , the party selling the Securities;
(i)” Settlement Date” , the date agreed upon by the parties for the payment of funds and the delivery of the Securities; and (j)” Trade Date” , the date on which the parties enter into a Transaction.
3. Initiation and Confirmation
(a) An agreement to enter into a Transaction may be made orally or in writing at the initiation of either party and shall be legally binding from the moment such agreement is made.
(b) Upon agreeing to enter into a Transaction hereunder, one or both parties, as shall be agreed, shall promptly deliver to the other party a confirmation, in writing or as otherwise agreed and in accordance with market practice, of each Transaction (a ” Confirmation” ). The Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between the parties with respect to the Transaction to which the Confirmation relates, unless with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement shall prevail.
4. Security Interest
Any party obligated to provide Forward Collateral pursuant to an annex hereto (” Pledgor” ) hereby grants to the other party (” Pledgee” ) a continuing first security interest in and right of setoff against all Forward Collateral and all other securities, money and other property, and all proceeds of any of the foregoing, now or hereafter delivered by or on behalf of Pledgor to Pledgee, held or carried by Pledgee for the account of Pledgor or due from Pledgee to Pledgor (collectively, the ” Collateral” ), as security for the payment and performance by Pledgor of all obligations of Pledgor to Pledgee under this Agreement (the ” Secured Obligations” ). Pledgee shall be entitled to repledge or assign any and all Collateral to secure loans or other extensions of credit to Pledgee or other of its obligations, which obligations may be in amounts greater than, and may extend for periods of time longer than, the periods during which Pledgee is entitled to Collateral as security for the obligations of Pledgor; provided, however, that no such transaction shall relieve Pledgee of its obligations to transfer Collateral to Pledgor pursuant to Paragraph 7 of this Agreement or any annex hereto.
2 a1 July 1996 a1 Master Securities Forward Transaction Agreement 5. Payment and Transfer; Market Practice
(a) Unless otherwise mutually agreed, each Transaction shall be settled on a delivery-versus-payment basis and payment shall be made in immediately available funds to Seller or upon Seller’ s order. None of Seller’ s property interest in the Securities shall pass to Buyer until such delivery and payment are made. Transfers of funds and Securities shall be made to such accounts as the parties shall agree with respect to a Transaction. All Securities transferred by one party hereto to the other party (i) shall be in suitable form for transfer or shall be accompanied by duly executed instruments of transfer or assignment in blank and such other documentation as the party receiving possession may reasonably request, (ii) shall be transferred on the book-entry system of a Federal Reserve Bank, or (iii) shall be transferred by any other method mutually acceptable to Seller and Buyer.
(b) Each party will comply with, and this Agreement and each Transaction is subject to, including with regard to settlement, the market practice for the type of Transaction involved, including provisions of the Uniform Practices for the Clearance and Settlement of Mortgage-Backed Securities and Other Related Securities applicable to transactions in certain securities between members of the The Bond Market Association (the ” Association” ), as currently in effect, or successor provisions thereto (the ” Uniform Practices” ), regardless of whether both parties are members of the Association, to the extent that such market practice (including the Uniform Practices) does not conflict with the terms of this Agreement or any Confirmation for any Transaction.
6. Representations
Each party represents and warrants to the other that (i) it is duly authorized to execute and deliver this Agreement, to enter into Transactions contemplated hereunder and to perform its obligations hereunder and has taken all necessary action to authorize such execution, delivery and performance; (ii) it will engage in such Transactions as principal (or, if agreed in writing, in the form of an annex hereto or otherwise, in advance of any Transaction by the other party hereto, as agent for a disclosed principal); (iii) the person signing this Agreement on its behalf is duly authorized to do so on its behalf (or on behalf of any such disclosed principal); (iv) it has obtained all authorizations of any governmental body required in connection with this Agreement and the Transactions hereunder and such authorizations are in full force and effect; and (v) the execution, delivery and performance of this Agreement and the Transactions hereunder will not violate any law, ordinance, charter, by-law or rule applicable to it or any agreement by which it is bound or by which any of its assets are affected. On the Trade Date for any Transaction each party shall be deemed to repeat all of the foregoing representations made by it.
July 1996 a1 Master Securities Forward Transaction Agreement a1 3 7. Events of Default
In the event that (i) either party fails to make on the Settlement Date of any Transaction any payment of funds or any delivery of Securities required pursuant to such Transaction; (ii) an Act of Insolvency occurs with respect to either party; (iii) any representation made by either party shall have been incorrect or untrue in any material respect when made or repeated or deemed to have been made or repeated; or (iv) either party shall admit to the other its inability to, or its intention not to, perform its obligations hereunder (each an ” Event of Default” ):
(a) The nondefaulting party may, at its option (which option shall be deemed to have been exercised immediately upon the occurrence of an Act of Insolvency), declare an Event of Default to have occurred hereunder and without prior notice to the defaulting party; (i) cancel and otherwise liquidate and close out any and all Transactions, whereupon the defaulting party shall be liable to the nondefaulting party for any resulting loss, damage, cost and expense; (ii) set off any obligation, including any obligation with respect to securities, money or other property, of the nondefaulting party to the defaulting party against any of the defaulting party’ s obligations to the nondefaulting party hereunder; (iii) (A) immediately sell, in a recognized market (or otherwise in a commercially reasonable manner) at such price or prices as the nondefaulting party may reasonably deem satisfactory, any or all noncash Collateral and apply the proceeds thereof and the amount of any cash Collateral to the Secured Obligations or (B) in its sole discretion elect, in lieu of selling all or a portion of such noncash Collateral, to give the defaulting party credit for such noncash Collateral in an amount equal to the price therefor on such date, obtained from a generally recognized source or the most recent closing bid quotation from such a source; and (iv) take any other action necessary or appropriate to protect and enforce its rights and preserve the benefits of its bargain under this Agreement and any Transaction. The nondefaulting party shall (except upon the occurrence of an Act of Insolvency) give notice to the defaulting party of the exercise of its option to declare an Event of Default as promptly as practicable.
(b) Any Collateral held by the defaulting party, together with any income thereon and proceeds thereof, shall be immediately transferred by the defaulting party to the nondefaulting party. The nondefaulting party may, at its option (which option shall be deemed to have been exercised immediately upon the occurrence of an Act of Insolvency), and without prior notice to the defaulting party; (i) immediately purchase, in a recognized market (or otherwise in a commercially reasonable manner) at such price or prices as the nondefaulting party may reasonably deem satisfactory, securities (” Replacement Securities” ) of the same class and amount as any securities Collateral that is not delivered by the defaulting party to the nondefaulting party as required hereunder; or (ii) in its sole discretion elect, in lieu of purchasing Replacement Securities, to be deemed to have purchased Replacement Securities at the price therefor on such date, obtained from a generally recognized source or the most recent closing offer quotation from such a source, whereupon the defaulting party shall be liable for the price of such Replacement Securities together with the amount of any cash Collateral not delivered by the defaulting party to the nondefaulting party as required hereunder.
(c) The defaulting party shall be liable to the nondefaulting party for (i) the amount of all reasonable legal or other expenses incurred by the nondefaulting party in connection with or as a result of an Event of Default; (ii) damages in an amount equal to the cost (including all fees, expenses and commissions) of entering into replacement transactions and entering into or terminating hedge transactions in connection with or as a result of an Event of Default; and (iii) any other loss, damage, cost or expense directly arising or resulting from the occurrence of an Event of Default in respect of a Transaction. (d) To the extent permitted by applicable law, the defaulting party shall be liable to the nondefaulting party for interest on any amounts owing by the defaulting party hereunder, from the date the defaulting party becomes liable for such amounts hereunder until such amounts are (i) paid in full by the defaulting party; or (ii) satisfied in full by the exercise of the nondefaulting party’ s rights hereunder. Interest on any sum payable by the defaulting party to the nondefaulting party under this Paragraph 7(d) shall be at a rate equal to the Prime Rate.
4 a1 July 1996 a1 Master Securities Forward Transaction Agreement (e) Unless otherwise provided in Annex I, the parties acknowledge and agree that (i) securities included in the Collateral are instruments traded in a recognized market; (ii) in the absence of a generally recognized source for prices or bid or offer quotations for any such securities Collateral or any Securities, the nondefaulting party may establish the source therefor in its sole discretion; and (iii) all prices, bids and offers shall be determined together with accrued principal and/or interest thereon (except to the extent contrary to market practice with respect to the relevant securities). (f) The nondefaulting party shall have all of the rights and remedies provided to a secured party under the New York Uniform Commercial Code and, in addition to its rights hereunder, any rights otherwise available to it under any other agreement or applicable law.
8. Single Agreement
The parties acknowledge that, and have entered hereinto and will enter into each Transaction hereunder in consideration of and in reliance upon the fact that, all Transactions hereunder constitute a single business and contractual relationship and have been made in consideration of each other. Accordingly, each of the parties agrees (i) to perform all of its obligations in respect of each Transaction hereunder, and that a default in the performance of any such obligations shall constitute a default b
— End of Preview —
Submit
View other agreements from Residential Capital Agreements
Residential Capital – Amended And Restated Services And Facilities Agreement
Residential Capital – Amended And Restated Operating Agreement
Residential Capital – Administrative Services And Facilities Agreement
General Motors / Residential Capital – Services And Facilities Agreement Among Residential Capital Corp., General Motors Corp., And General Motors Acceptance Corp.
General Motors / Residential Capital – Operating Agreement
I said “Courts are aiding and abetting enforcement by those who don’t meet the definition IN THE CONTRACT of the party who may enforce. imo”
Holy cow. There’s more. I don’t think a promissory note IS a contract and that’s why prom notes are negotiable debt instruments (as defined in the UCC when appropriately turning to it to make determinations). They put language in the note which made it a sort of hybrid. But I think it doesn’t matter. To the extent it’s a negotiable instrument, they put language in it to restrict its negotiablity and it may also matter that other non-UCC laws put a restriction on its enforcement, such as security first and the one-action rule (maybe on this one). Under the security first rule (in states where it applies), the note may not be enforced against the borrower for a money judgment before first going after the collateral. So the note is not freely enforceable without the collateral instrument.
I say it’s a hybrid because generally, written contracts require the signatures of both parties and notes are only signed by one of them. It isn’t anything recited in the note as an obligation of the borrower’s so much as it’s that language which defeats these notes as negotiable. THEY turned these debt instruments into (hybrid) contracts and imo as such, they are not negotiable instruments and possession means nothing any more than you getting your hands on my contract to fix my neighbor’s roof. You can BUY my interest in the contract if ‘assignment’
isn’t precluded in the contract, but that’s it (tho I’m no expert on that). The assignments of the collateral instruments must now include a sale of a hybrid contract called a note. Or, another agreement could establish the sale of the interest in the note and it sure can’t be done by mers.
As to why they would do this (and it’s to protect themselves), for one reason, consider just a warehouse lender. In order for a w/h lender to assure his security interest, he needs to take possession (if these notes were negotiable instruments) to preclude enforcement by others without regard to his security interest and a subsequent fight about it.* Bankruptcy remoteness isn’t just a consideration for the trusts – it’s for anyone using a w/h line to fund its loans. If the warehouse lender files bk, its possible the lender could be dragged into that bk (gotta give more thought to the mechanics of this). For another, consider the bk of any custodian. I think these are legit reasons, but even if I’ve missed the ‘why’d they do it mark’, they’ve nonetheless turned these notes into contracts (v negotiable instruments) by restricting, ON ITS FACE, its movement (‘by transfer’) and the party who may enforce (‘has right to payment’). They can therefore kiss any alleged holder or hdc reliance good-stinking-bye. imo. But, damm, there’s still that ‘mers’ instrument which purports to sell and assign the contract.
*so does a w/h lender even have a security interest if that sec interest is provided by an art of the UCC which has no applicability? Actually, as I recall, the security interest rules are found in article 9, not 3.
I can’t swear that prom notes aren’t contracts, but it makes sense that they’re not to be negotiable instruments. I think a negotiable instrument and a contract are two separate and distinct things. From an article (not major support but a clue):
“The elements of a breach of promissory note are the same as those for a breach of contract: (1) the existence of a valid and enforceable note, (2) performance by the plaintiff, (3) breach of note (failure to pay according to the terms of the note) by the defendant, and (4) resultant injury to the plaintiff.”
The banksters allege “breach of contract”.
lay opinions
GO TO TECKAGREEMENTS.COM HAVE FUN ALLOT OF INFO ON BANKS
@ Dave Belanger ,
I need the P&A between BAC and O-One (or AHMSI) and any related docs…
Where to find them?
@ johngault ,
I must disagree about you not wanting to attach negativity to “selling forward” .. Every SEC package (PSA et al) I’ve read has procedures regarding the selling syndicate which is supposed to sell shares in the MBS after the trust closes… If selling forward was no big deal why would they hide it with false SEC filings. Selling forward is proof of predatory lending ,,, they MUST sell that many mortgages no matter the quality of the borrower.
I response to a QWR, the white shoe law firm sent me my loan file. In it, there were papers that I’d never seen before….they weren’t at the closing.
Whereas my loan was with America’s Wholesale Lender, they sent me TILA documents on Countrywide’s letterhead. These were marked “preliminary”, whereas the TILA documents marked “final” were on AWL’s letterhead. The latter are the ones that were proffered at closing. I was never informed as to CW’s involvement.
Any thoughts, anyone?
WHAT EVERYONE DOESN’T KNOW ABOUT THERE
MORTGAGE AND NOTE. WAS THAT THE PRETENDER
LENDER USED OUR MORTGAGE /NOTE,CREDIT SCORES
ALSO ALL INFO GIVEN IN APPLICATIONS TO WHAT
WE OWN,HAVE IN BANK ACCOUNT,ETC,ETC.
TO GIVE THE WAREHOUSE LENDER A (WAREHOUSE NOTE )
SO EVERYONE THAT TOOK OUT A MORTGAGE/NOTE, THE PRETENDER LENDER DIDN’T HAVE ANY MONEY AT TIME
OF ORIGINATION. SO THEY TOOK ALL NOTES/MORTGAGES THAT WERE SIGN, AND THEY TOOK THEM TO WAREHOUSE LENDER
AND MADE ONE LARGE ( PROMISSORY WAREHOUSE NOTE ) PAYED TO THE ORDER, OF THE WAREHOUSE LENDER.
FOR THE PRETENDER LENDER TO BORROW MONEY AGAINST THAT PROMISSORY WAREHOUSE NOTE, USING OUR
MORTGAGE/NOTE AS COLLATERAL.
SO WERE IS ANY , TILA,RESPA, FEDERAL/STATE REQUIREMENTS ON DISCLOSURE ACTS THAT THE BORROWER
KNOWS IS IS GIVEN THE PRETENDER LENDER PERMISSION TO USE HIS MORTGAGE AND NOTE TO BORROWER MONEY
THAT NO ONE KNOW FOR SURE IT WILL BE USED FOR THE MORTGAGE/NOTE THE HOMEOWNER SIGN.
this doc show that the pretender lender did in fact USE YOUR MORTGAGE AND NOTE, TO SECURE A LOAN FOR IT SELF TO DO WHAT EVER IT WANTED TO DO WITH THE MONEY.
UNDER ALL WAREHOUSE LENDERS, THE PRETENDER LENDER IS THE BORROWER, AND THEY USED ALL MORTGAGES AND NOTES TO GET FUNDS, BY THEM MAKING A ( WAREHOUSE NOTE, ) USING OUR INFORMATION,CREDIT SCORES,AND OUR VALUE OF OUR MORTGAGE NOTES.
PLEASE READ CAREFULLY. GOOD STUFF.
Sign in | Shopping Cart
Home > Financing (Debt Related)/All Credit Agreements by Industry > Agreement Preview
Second Amnded And Restated Warhousing Credit
This is an actual contract by First NLC Financial Services.
Browse the agreement preview below and buy the entire agreement for $35
Submit
Sectors: Financial Services
Governing Law: Minnesota, View Minnesota State Laws Free Law Reference
Effective Date: March 30, 2004
Save time and money with our Premium Packages (50% savings)
Related Agreement Types:
All Credit Agreements by Industry
Search This Document
Submit
SECOND AMENDMENT TO
SECOND AMENDED AND RESTATED
WAREHOUSING CREDIT AND SECURITY AGREEMENT – ——————————————————————————–
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED WAREHOUSING CREDIT AND SECURITY AGREEMENT (this “Amendment”) dated as of March 30, 2004, among FIRST NLC FINANCIAL SERVICES, LLC, a Florida limited liability company (“First NLC”), NLC, INC., a Tennessee corporation (“NLC, Inc.”) (First NLC and NLC, Inc. are collectively referred to as “Borrower”) and RESIDENTIAL FUNDING CORPORATION, a Delaware corporation (“Lender”).
A. Borrower and Lender have entered into a revolving mortgage warehousing
facility with a present Warehousing Commitment Amount of $135,000,000,
temporarily increased to $160,000,000, which is evidenced by a Promissory
Note dated November 1, 2003 (the “Note”), and by a Second Amended and
Restated Warehousing Credit and Security Agreement dated as of November 1,
2003 (as the same may have been and may be amended or supplemented, the
“Agreement”).
B. Borrower has requested that Lender further increase the temporary increase
of the Warehousing Commitment Amount, and Lender has agreed to such
increase, subject to the terms and conditions of this Amendment.
NOW, THEREFORE, the parties to this Amendment agree as follows:
1. Subject to Borrower’s satisfaction of the conditions set forth in Section
5, the effective date of this Amendment is March 23, 2004 (“Effective
Date”).
2. Unless otherwise defined in this Amendment, all capitalized terms have the
meanings given to those terms in the Agreement. Defined terms may be used
in the singular or the plural, as the context requires. The words
“include,” “includes” and “including” are deemed to be followed by the
phrase “without limitation.” Unless the context in which it is used
otherwise clearly requires, the word “or” has the inclusive meaning
represented by the phrase “and/or.” References to Sections and Exhibits are
to Sections and Exhibits of this Amendment unless otherwise expressly
provided.
3. Article 12 of the Agreement is amended and restated in its entirety as set
forth in Article 12 attached to this Amendment. All references in the
Agreement and other Loan Documents to Article 12 (including each and every
Section in Article 12) are deemed to refer to the new Article 12.
4. Exhibit H to the Agreement is amended and restated in its entirety as set
forth in Exhibit H to this Amendment. All references in the Agreement and
the other Loan Documents to Exhibit H are deemed to refer to the new
Exhibit H.
5. Borrower must deliver to Lender (a) two executed copies of this Amendment
and (b) a $350 document production fee.
6. Borrower represents, warrants and agrees that (a) there exists no Default
or Event of Default under the Loan Documents, (b) the Loan Documents
continue to be the legal, valid and binding agreements and obligations of
Borrower, enforceable in accordance with their terms, as modified by this
Amendment, (c) Lender is not in default under any of the Loan Documents and
Borrower has no offset or defense to its performance or obligations under
any of the Loan Documents, (d) except for changes permitted by the
-1-
terms of the Agreement, Borrower’s representations and warranties contained
in the Loan Documents are true, accurate and complete in all respects as of
the Effective Date and (e) there has been no material adverse change in
Borrower’s financial condition from the date of the Agreement to the
Effective Date.
7. Except as expressly modified, the Agreement is unchanged and remains in
full force and effect, and Borrower ratifies and reaffirms all of its
obligations under the Agreement and the other Loan Documents.
8. This Amendment may be executed in any number of counterparts, each of which
will be deemed an original, but all of which shall together constitute but
one and the same instrument.
IN WITNESS WHEREOF, Borrower and Lender have caused this Amendment to be duly executed on their behalf by their duly authorized officers as of the day and year above written.
FIRST NLC FINANCIAL SERVICES, LLC,
a Florida limited liability company
By: /s/ Jeffrey M. Henschel
———————————–
Its: President
———————————-
NLC, INC.,
a Tennessee corporation
By: /s/ Jeffrey M. Henschel
———————————–
Its: President
———————————-
RESIDENTIAL FUNDING CORPORATION,
a Delaware corporation
By: /s/ Illegible
———————————–
Its: Director
———————————–
-2-
12. DEFINITIONS
12.1. Defined Terms
Capitalized terms defined below or elsewhere in this Agreement have the following meanings or, as applicable, the meanings given to those terms in Exhibits to this Agreement:
“Accrual Basis” has the meaning set forth in Section 3.1(c).
“Advance Rate” means, with respect to any Eligible Loan, the Advance Rate set forth in Exhibit H for that type of Eligible Loan.
“Affiliate” means, when used with reference to any Person, (a) each Person that, directly or indirectly, controls, is controlled by or is under common control with, the Person referred to, (b) each Person that beneficially owns or holds, directly or indirectly, 5% or more of any class of voting Equity Interests of the Person referred to, (c) each Person, 5% or more of the voting Equity Interests of which is beneficially owned or held, directly or indirectly, by the Person referred to, and (d) each of such Person’s officers, directors, joint venturers and partners. For these purposes, the term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of the Person in question.
“Aged Mortgage Loans” means Mortgage Loans against which a Warehousing Advance has been outstanding for longer than the Standard Warehouse Period, provided that Aged Mortgage Loans are permitted for such type of Mortgage Loan.
“Aged Warehouse Period” means the maximum number of days a Warehouse Advance against Aged Mortgage Loans of a particular type may remain outstanding as set forth in Exhibit H.
“Agency Security” means a Mortgage-backed Security issued or guaranteed by Fannie Mae, Freddie Mac or Ginnie Mae.
“Agreement” means this Second Amended and Restated Warehousing Credit and Security Agreement, either as originally executed or as it may be amended, restated, renewed or replaced.
“Appraised Property Value” means with respect to an interest in real property, the then current fair market value of the real property and any improvements on it as of recent date determined in accordance with Title XI of FIRREA by a qualified appraiser who is a member of the American Institute of Real Estate Appraisers or other group of professional appraisers.
“Approved Custodian” means a pool custodian or other Person that Lender deems acceptable, in its sole discretion, to hold Mortgage Loans for inclusion in a Mortgage Pool or to hold Mortgage Loans as agent for an Investor that has issued a Purchase Commitment for those Mortgage Loans.
“Audited Statement Date” means the date of Borrower’s most recent audited financial statements (and, if applicable, Borrower’s Subsidiaries, on a consolidated basis) delivered to Lender under the Existing Agreement or this Agreement.
“Bank One” means Bank One, National Association, or any successor bank.
“Bank One Prime Rate” means, as of any date of determination, the highest prime rate quoted by Bank One and most recently published by Bloomberg L.P. If the prime rate for Bank One is not
Page 12-1
quoted or published for any period, then during that period the term “Bank One Prime Rate” means the highest prime rate published in the most recent edition of The Wall Street Journal in its regular column entitled “Money Rates.”
“Borrower” has the meaning set forth in the first paragraph of this Agreement.
“BPO Value” means, with respect to the improved real property securing any Mortgage Loan or any Repurchased Mortgage Loan, the lowest fair market value for such real property or ownership interest and occupancy rights as set forth in an opinion of a real estate broker acceptable to the Lender, in its sole discretion, as to the value of such improved real property if sold within a 30-day marketing period. Each such broker price opinion shall be obtained from a real estate broker with substantial experience in the purchase and sale of similar properties in the geographic area in which the real property or ownership interest and occupancy rights to be valued is located.
“Business Day” means any day other than Saturday, Sunday or any other day on which national banking associations are closed for business.
“Buydown” has the meaning set forth in Section 3.4.
“Calendar Quarter” means the 3 month period beginning on each January 1, April 1, July 1 or October 1.
“Cash Collateral Account” means a demand deposit account maintained at the Funding Bank in Lender’s name and designated for receipt of the proceeds of the sale or other disposition of Collateral.
“Check Disbursement Account” means a demand deposit account maintained at the Funding Bank in Borrower’s name and under the control of Lender for clearing checks written by Borrower to fund Mortgage Loans funded by Warehousing Advances.
“Closing Date” has the meaning set forth in the Recitals to this Agreement.
“Collateral” has the meaning set forth in Section 4.1.
“Collateral Documents” means, with respect to each Mortgage Loan, (a) the Mortgage Note, the Mortgage and all other documents including, if applicable, any Security Agreement, executed in connection with or relating to the Mortgage Loan; (b) as applicable, the original lender’s ALTA Policy of Title Insurance or its equivalent, documents evidencing the FHA Commitment to Insure, the VA Guaranty or private mortgage insurance, the appraisal, the Regulation Z statement, the environmental assessment, the engineering report, certificates of casualty or hazard insurance, credit information on the maker of the Mortgage Note, the HUD-1 or corresponding purchase advice; (c) any other document listed in Exhibit B; and (d) any other document that is customarily desired for inspection or transfer incidental to the purchase of any Mortgage Note by an Investor or that is customarily executed by the seller of a Mortgage Note to an Investor.
“Committed Purchase Price” means for an Eligible Loan (a) the dollar price as set forth in the Purchase Commitment or, if the price is not expressed in dollars, the product of the Mortgage Note Amount multiplied by the price (expressed as a percentage) as set forth in the Purchase Commitment for the Eligible Loan, or (b) if the Eligible Loan is to be used to back an Agency Security, an amount equal to the product of the Mortgage Note Amount multiplied by the price (expressed as a percentage) as set forth in the Purchase Commitment for the Agency Security.
“Compliance Certificate” means a certificate executed on behalf of Borrower by its manager having principal financial accounting responsibilities, substantially in the form of Exhibit E.
Page 12-2
“Credit Score” means a mortgagor’s overall consumer credit rating, represented by a single numeric credit score using the Fair, Isaac consumer credit scoring system, provided by a credit repository acceptable to Lender and the Investor that issued the Purchase Commitment covering the related Mortgage Loan (if a Purchase Commitment is required by Exhibit H).
“Debt” means (a) all indebtedness or other obligations of a Person (and, if applicable, that Person’s Subsidiaries, on a consolidated basis) that, in accordance with GAAP, would be included in determining total liabilities as shown on the liabilities side of a balance sheet of that Person on the date of determination, plus (b) all indebtedness or other obligations of that Person (and, if applicable, that Person’s Subsidiaries, on a consolidated basis) for borrowed money or for the deferred purchase price of property or services. For purposes of calculating a Person’s Debt, Subordinated Debt due more than 6 months after the Warehousing Maturity Date may be excluded from that Person’s indebtedness.
“Default” means the occurrence of any event or existence of any condition that, but for the giving of Notice or the lapse of time, would constitute an Event of Default.
“Default Rate” means, for any Warehousing Advance, the Interest Rate applicable to that Warehousing Advance plus 4% per annum. If no Interest Rate is applicable to a Warehousing Advance, “Default Rate” means, for that Warehousing Advance, the highest Interest Rate then applicable to any outstanding Warehousing Advance plus 4% per annum.
“Depository Benefit” means the compensation received by Lender, directly or indirectly, as a result of Borrower’s maintenance of Eligible Balances with a Designated Bank.
“Designated Bank” means any bank designated by Lender as a Designated Bank, but only for as long as Lender has an agreement under which Lender receives Depository Benefits from that bank.
“Designated Bank Charges” means any fees, interest or other charges that would otherwise be payable to a Designated Bank in connection with Eligible Balances maintained at the Designated Bank, including deposit insurance premiums, service charges and any other charges that may be imposed by governmental authorities from time to time.
“Discontinued Loan” has the meaning set forth in the GMAC-RFC Client Guide.
“Earnings Allowance” has the meaning set forth in Section 3.1(b).
“Earnings Credit” has the meaning set forth in Section 3.1(b).
“Electronic Advance Request” means an electronic transmission through RFConnects Delivery containing the same information as Exhibit A to this Agreement.
“Electronic Tracking Agreement” means an Electronic Tracking Agreement, on the form prescribed by Lender, among Borrower, Lender, MERS and MERSCORP, Inc.
“Eligible Balances” means all funds of or maintained by Borrower (and, if applicable, Borrower’s Subsidiaries) in demand deposit or time deposit accounts at a Designated Bank, minus balances to support float, reserve requirements and any other reductions that may be imposed by governmental authorities from time to time.
“Eligible Loan” means a Single Family Mortgage Loan that satisfies the conditions and requirements set forth in Exhibit H.
Page 12-3
“Eligible Mortgage Pool” means a Mortgage Pool for which (a) an Approved Custodian has issued its initial certification, (b) there exists a Purchase Commitment covering the Agency Security to be issued on the basis of that certification and (c) the Agency Security will be delivered to Lender.
“Equity Interests” means all shares, interests, participations or other equivalents, however, designated, of or in a Person (other than a natural person), whether or not voting, including common stock, membership interests, warrants, preferred stock, convertible debentures and all agreements, instruments and documents convertible, in whole or in part, into any one or more of the foregoing.
“ERISA” means the Employee Retirement Income Security Act of 1974 and all rules and regulations promulgated under that statute, as amended, and any successor statute, rules, and regulations.
“ERISA Affiliate” means any trade or business (whether or not incorporated) that is a member of a group of which Borrower is a member and that is treated as a single employer under Section 414 of the Internal Revenue Code.
“Event of Default” means any of the conditions or events set forth in Section 10.1.
“Excess Buydown” has the meaning set forth in Section 3.4.
“Exchange Act” means the Securities Exchange Act of 1934 and all rules and regulations promulgated under that statute, as amended, and any successor statute, rules, and regulations.
“Exhibit B” means Exhibit B, Exhibit B-REP, as applicable to the type of Eligible Loan against which a Warehousing Advance is to be made.
“Existing Agreement” means the First Amended and Restated Warehousing Credit and Security Agreement dated as of November 15, 2002, as amended, between Borrower and Lender.
“Fair Market Value” means, at any time for an Eligible Loan or a related Agency Security (if the Eligible Loan is to be used to back an Agency Security) as of any date of determination, (a) the Committed Purchase Price if the Eligible Loan is covered by a Purchase Commitment from Fannie Mae or Freddie Mac or the Eligible Loan is to be exchanged for an Agency Security and that Agency Security is covered by a Purchase Commitment from an Investor, or (b) otherwise, the market price for such Eligible Loan or Agency Security, determined by Lender based on market data for similar Mortgage Loans or Agency Securities and such other criteria as Lender deems appropriate in its sole discretion.
“Fannie Mae” means Fannie Mae, a corporation created under the laws of the United States, and any successor corporation or other entity.
“FHA” means the Federal Housing Administration and any successor agency or other entity.
“FHA Mortgage Loan” means an FHA-insured Mortgage Loan included in the Pledged Loans.
“FICA” means the Federal Insurance Contributions Act and all rules and regulations promulgated under that statute, as amended, and any successor statute, rules and regulations.
“FIRREA” means the Financial Institutions Reform, Recovery and Enforcement Act of 1989 and all rules and regulations promulgated under that statute, as amended, and any successor statute, rules, and regulations.
Page 12-4
“First Mortgage” means a Mortgage that constitutes a first Lien on the real property and improvements described in or covered by that Mortgage.
“First Mortgage Loan” means a Mortgage Loan secured by a First Mortgage.
“FIRST NLC FINANCIAL SERVICES, LLC” has the meaning set forth in the first paragraph of this Agreement.
“Forward Commitment” means the forward commitment of First NLC to sell Mortgage Loans to Lender, obligating First NLC to deliver $230,000,000 of Mortgage Loans to Lender between October 1, 2003, and September 30, 2005, and any substitute, amendment or renewal thereof.
“Freddie Mac” means the Federal Home Loan Mortgage Corporation, a corporation created under the laws of the United States, and any successor corporation or other entity.
“Funding Bank” means Bank One or any other bank designated by Lender as a Funding Bank.
“Funding Bank Agreement” means a letter agreement on the form prescribed by Lender between the Funding Bank and Borrower authorizing Lender’s access to the Operating Account and the Check Disbursement Account.
“GAAP” means generally accepted accounting principles set forth in opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and in statements and pronouncements of the Financial Accounting Standards Board, or in opinions, statements or pronouncements of any other entity approved by a significant segment of the accounting profession, which are applicable to the circumstances as of the date of determination.
“Gestation Agreement” means an agreement under which Borrower agrees to sell or finance (a) a Mortgage Loan prior to the date of purchase by an Investor or (b) a Mortgage Pool prior to the date a Mortgage-backed Security backed by the Mortgage Pool is issued.
“Ginnie Mae” means the Government National Mortgage Association, an agency of the United States government, and any successor agency or other entity.
“GMAC-RFC Client Guide” means the applicable loan purchase guide issued by Lender, as the same may be amended or replaced.
“Government Mortgage Loan” means a closed-end First Mortgage Loan that is either HUD/FHA insured (other than a HUD 203(K) Mortgage Loan or a Title I Mortgage Loan) or VA guaranteed.
“Hedging Arrangements” means, with respect to any Person, any agreements or other arrangements (including interest rate swap agreements, interest rate cap agreements and forward sale agreements) entered into to protect that Person against changes in interest rates or the market value of assets.
“High LTV Mortgage Loan” has the meaning set forth in Exhibit H.
“HUD” means the Department of Housing and Urban Development, and any successor agency or other entity.
“HUD 203(K) Mortgage Loan” means an FHA-insured closed-end First Mortgage Loan to an individual obligor the proceeds of which will be used for the purpose of rehabilitating and repairing the related single family property, and which satisfies the definition of “rehabilitation loan” in 24 C.F.R. 203.50(a).
Page 12-5
“Indemnified Liabilities” has the meaning set forth in Section 11.2.
“Indemnitees” has the meaning set forth in Section 11.2.
“Interest Rate” means, for any Warehousing Advance, the floating rate of interest specified for that Warehousing Advance in Exhibit H.
“Interim Statement Date” means the date of the most recent unaudited financial statements of Borrower (and, if applicable, Borrower’s Subsidiaries, on a consolidated basis) delivered to Lender under the Existing Agreement or this Agreement.
“Internal Revenue Code” means the Internal Revenue Code of 1986, Title 26 of the United States Code, and all rules, regulations and interpretations issued under those statutory provisions, as amended, and any subsequent or successor federal income tax law or laws, rules, regulations and interpretations.
“Investment Company Act” means the Investment Company Act of 1940 and all rules and regulations promulgated under that statute, as amended, and any successor statute, rules, and regulations.
“Investor” means Fannie Mae, Freddie Mac or a financially responsible private institution that Lender deems acceptable, in its sole discretion, to issue Purchase Commitments with respect to a particular category of Eligible Loans.
“Lender” has the meaning set forth in the first paragraph of this Agreement.
“Leverage Ratio” means the ratio of a Person’s Debt to Tangible Net Worth. For purposes of calculating a Person’s Leverage Ratio, Debt arising under Hedging Arrangements, to the extent of assets arising under those Hedging Arrangements, may be excluded from that Person’s Debt.
“LIBOR” means, for each week, the rate of interest per annum that is equal to the arithmetic mean of the U.S. Dollar London Interbank Offered Rates for 1 month periods of certain U.S. banks as of 11:00 a.m. (London time) on the first Business Day of each week on which the London Interbank market is open, as published by Bloomberg L.P. If those interest rates are not offered or published for any period, then during that period LIBOR means the London Interbank Offered Rate for 1 month periods as published in The Wall Street Journal in its regular column entitled “Money Rates” on the first Business Day of each week on which the London Interbank market is open.
“Lien” means any lien, mortgage, deed of trust, pledge, security interest, charge or encumbrance of any kind (including any conditional sale or other title retention agreement, any lease in the nature of such an agreement and any agreement to give any security interest).
“Liquid Assets” means the following assets owned by a Person (and, if applicable, that Person’s Subsidiaries, on a consolidated basis) as of any date of determination: (a) unrestricted and unencumbered cash, (b) funds on deposit in accounts with any bank located in the United States (net of the aggregate amount payable under all outstanding and unpaid checks, drafts and similar items drawn by a Person against those accounts), (c) investment grade commercial paper, (d) money market funds, and (e) marketable securities, plus, in the case of Borrower and in the absence of a Default or Event of Default, (f) the amount of any Buydowns and Excess Buydowns.
“Loan Documents” means this Agreement, the Warehousing Note, any agreement of Borrower relating to Subordinated Debt, and each other document, instrument or agreement executed by Borrower in connection with any of those documents, instruments and agreements, as originally executed or as any of the same may be amended, restated, renewed or replaced.
12-6
“Loan Package Fee” has the meaning set forth in Section 3.6.
“Loan-to-Value Ratio” means, for any Mortgage Loan, the ratio of (a) the maximum amount that may be borrowed under the Mortgage Loan (whether or not borrowed) at the time of origination, plus the Mortgage Note Amounts of all other Mortgage Loans secured by senior or pari passu Liens on the related property, to (b) the Appraised Property Value of the related property.
“Manufactured Home” means a structure that is built on a permanent chassis (steel frame) with the wheel assembly necessary for transportation in one or more sections to a permanent site or semi-permanent site.
“Margin Stock” has the meaning assigned to that term in Regulation U of the Board of Governors of the Federal Reserve System, as amended.
“MERS” means Mortgage Electronic Registrations Systems, Inc. and any successor entity.
“Miscellaneous Fees and Charges” means the Collateral Operations Fees set forth on Lender’s fee schedule attached as Exhibit I and all miscellaneous disbursements, charges and expenses incurred by or on behalf of Lender for the handling and administration of Warehousing Advances and Collateral, including costs for Uniform Commercial Code, tax lien and judgment searches conducted by Lender, filing fees, charges for wire transfers and check processing charges, charges for security delivery fees, charges for overnight delivery of Collateral to Investors, recording fees, Funding Bank service fees and overdraft charges and Designated Bank Charges. Upon not less than 3 Business Days’ prior Notice to Borrower, Lender may modify the Collateral Operations Fees set forth in Exhibit I to conform to current Lender practices and, as so modified, the revised Exhibit I will become part of this Agreement.
“Mortgage” means a mortgage or deed of trust on real property that is improved and substantially completed (including real property to which a Manufactured Home has been affixed in a manner such that the Lien of a mortgage or deed of trust would attach to the Manufactured Home under applicable real property law).
“Mortgage-backed Securities” means securities that are secured or otherwise backed by Mortgage Loans
read line by line,
Submit
Sectors: Financial Services
Governing Law: New York, View New York State Laws Free Law Reference
Effective Date: February 27, 2006
Save time and money with our Premium Packages (50% savings)
Related Agreement Types:
All Purchase and Supply Agreements by Industry
Search This Document
Submit
MORTGAGE LOAN PURCHASE AGREEMENT
This is a Mortgage Loan Purchase Agreement (the “Agreement”) dated as of February 27, 2006 by and between GMAC Mortgage Corporation, a Pennsylvania corporation, having an office at 100 Witmer Road, Horsham, Pennsylvania 19044 (the “Seller”) and Residential Asset Mortgage Products, Inc., a Delaware corporation, and having an office at 8400 Normandale Lake Boulevard, Minneapolis, Minnesota 55437 (the “Purchaser”).
The Seller agrees to sell to the Purchaser and the Purchaser agrees to purchase from the Seller certain mortgage loans on a servicing-retained basis as described herein (the “Mortgage Loans”). The following terms are defined as follows:
Aggregate Principal Balance
(as of the Cut-Off Date):
$550,003,046.49 (after deduction of scheduled
principal payments due on or before the Cut-Off
Date, whether or not collected, but without
deduction of prepayments that may have been made
but not reported to the Seller as of the close
of business on such date). Closing Date:
February 27, 2006, or such other date as may be
agreed upon by the parties hereto.
Cut-Off Date: February 1, 2006.
Mortgage Loan:
A fixed rate, fully-amortizing, first lien,
residential conventional mortgage loan having a
term of not more than 30 years and secured by
Mortgaged Property.
Mortgaged Property:
A single parcel of real property on which is
located a detached or attached single-family
residence, a two-to-four family dwelling,
manufactured home, a townhouse, an individual
condominium unit, or an individual unit in a
planned unit development, or a proprietary lease
in a unit in a cooperatively-owned apartment
building and stock in the related cooperative
corporation.
Pooling and Servicing Agreement: The pooling and
servicing agreement, dated as of February 27,
2006, among Residential Asset Mortgage Products,
Inc., as company, GMAC Mortgage Corporation, as
servicer and Wells Fargo Bank, National
Association, as trustee (the “Trustee”).
Repurchase Event:
With respect to any Mortgage Loan as to which
the Seller delivers an affidavit certifying that
the original Mortgage Note has been lost or
destroyed, a subsequent default on such Mortgage
Loan if the enforcement thereof or of the
related Mortgage is materially and adversely
affected by the absence of such original
Mortgage Note.
All capitalized terms used but not defined herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. The parties intend hereby to set forth the terms and conditions upon which the proposed transactions will be effected and, in consideration of the premises and the mutual agreements set forth herein, agree as follows:
SECTION 1. Agreement to Sell and Purchase Mortgage Loans. The Seller agrees to sell to the Purchaser and the Purchaser agrees to purchase from the Seller certain Mortgage Loans having an aggregate amount equal to the Aggregate Principal Balance as of the Cut-Off Date.
SECTION 2. Mortgage Loan Schedule. The Seller has provided to the Purchaser a schedule setting forth all of the Mortgage Loans to be purchased on the Closing Date under this Agreement, which shall be attached hereto as Schedule I (the “Mortgage Loan Schedule”).
SECTION 3. Purchase Price of Mortgage Loans. The purchase price (the “Purchase Price”) to be paid to the Seller by the Purchaser for the Mortgage Loans shall be the sum of (i) $537,891,820.77, (ii) the Class PO Certificates and Class IO Certificates and (iii) a 0.01% Percentage Interest in the Class R Certificates issued pursuant to the Pooling and Servicing Agreement. The cash portion of the purchase price shall be paid by wire transfer of immediately available funds on the Closing Date to the account specified by the Seller.
The Purchaser and Seller intend that the conveyance by the Seller to the Purchaser of all its right, title and interest in and to the Mortgage Loans pursuant to this Agreement shall be, and be construed as, a sale of the Mortgage Loans by the Seller to the Purchaser. It is, further, not intended that such conveyance be deemed to be a grant of a security interest in the Mortgage Loans by the Seller to the Purchaser to secure a debt or other obligation of the Seller. However, in the event that the Mortgage Loans are held to be property of the Seller, or if for any reason this Agreement is held or deemed to create a security interest in the Mortgage Loans, then it is intended that (a) this Agreement shall be and hereby is a security agreement within the meaning of Articles 9 of the Pennsylvania Uniform Commercial Code, the Delaware Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdiction; (b) the conveyance provided for in this Section shall be deemed to be, and hereby is, a grant by the Seller to the Purchaser of a security interest in all of the Seller’s right, title and interest, whether now owned or hereafter acquired, in and to the following: (A) the Mortgage Loans, including (i) with respect to each Cooperative Loan, the related Mortgage Note, Security Agreement, Assignment of Proprietary Lease, Cooperative Stock Certificate, Cooperative Lease, (ii) with respect to each Mortgage Loan other than a Cooperative Loan, the related Mortgage Note and Mortgage and (iii) any insurance policies and all other documents in the related Mortgage File, (B) all amounts payable pursuant to the Mortgage Loans in accordance with the terms thereof, (C) all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, (D) all accounts, general intangibles, chattel paper, instruments, documents, money, deposit accounts, goods, letters of credit, letter-of-credit rights, oil, gas, and other minerals, and investment property consisting of, arising from or relating to any of the foregoing and (E) all proceeds of the foregoing; (c) the possession by the Trustee, the Custodian or any other agent of the Trustee of any of the foregoing shall be deemed to be possession by the secured party, or possession by a purchaser or a person holding for the benefit of such secured party, for purposes of perfecting the security interest pursuant to the Pennsylvania Uniform Commercial Code, the Delaware Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdiction (including, without limitation, Sections 9-313 and 9-314 of each thereof); and (d) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, securities intermediaries, bailees or agents of, or persons holding for, the Trustee (as applicable) for the purpose of perfecting such security interest under applicable law. The Seller shall, to the extent consistent with this Agreement, take such reasonable actions as may be necessary to ensure that, if this Agreement were determined to create a security interest in the Mortgage Loans and the other property described above, such security interest would be determined to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. Without limiting the generality of the foregoing, the Seller shall prepare and deliver to the Purchaser not less than 15 days prior to any filing date, and the Purchaser shall file, or shall cause to be filed, at the expense of the Seller, all filings necessary to maintain the effectiveness of any original filings necessary under the Uniform Commercial Code as in effect in any jurisdiction to perfect the Purchaser’s security interest in the Mortgage Loans, including without limitation (x) continuation statements, and (y) such other statements as may be occasioned by (1) any change of name of the Seller or the Purchaser, (2) any change of type or jurisdiction of organization of the Seller, or (3) any transfer of any interest of the Seller in any Mortgage Loan.
Notwithstanding the foregoing, (i) the Seller in its capacity as Servicer shall retain all servicing rights (including, without limitation, primary servicing and master servicing) relating to or arising out of the Mortgage Loans, and all rights to receive servicing fees, servicing income and other payments made as compensation for such servicing granted to it under the Pooling and Servicing Agreement pursuant to the terms and conditions set forth therein (collectively, the “Servicing Rights”) and (ii) the Servicing Rights are not included in the collateral in which the Seller grants a security interest pursuant to the immediately preceding paragraph.
SECTION 4. Record Title and Possession of Mortgage Files. The Seller hereby sells, transfers, assigns, sets over and conveys to the Purchaser, without recourse, but subject to the terms of this Agreement and the Seller hereby acknowledges that the Purchaser, subject to the terms of this Agreement, shall have all the right, title and interest of the Seller in and to the Mortgage Loans. From the Closing Date, but as of the Cut-off Date, the ownership of each Mortgage Loan, including the Mortgage Note, the Mortgage, the contents of the related Mortgage File and all rights, benefits, proceeds and obligations arising therefrom or in connection therewith, has been vested in the Purchaser. All rights arising out of the Mortgage Loans including, but not limited to, all funds received on or in connection with the Mortgage Loans and all records or documents with respect to the Mortgage Loans prepared by or which come into the possession of the Seller shall be received and held by the Seller in trust for the exclusive benefit of the Purchaser as the owner of the Mortgage Loans. On and after the Closing Date, any portion of the related Mortgage Files or servicing files related to the Mortgage Loans (the “Servicing Files”) in Seller’s possession shall be held by Seller in a custodial capacity only for the benefit of the Purchaser. The Seller shall release its custody of any contents of the related Mortgage Files or Servicing Files only in accordance with written instructions of the Purchaser or the Purchaser’s designee.
SECTION 5. Books and Records. The sale of each Mortgage Loan has been reflected on the Seller’s balance sheet and other financial statements as a sale of assets by the Seller. The Seller shall be responsible for maintaining, and shall maintain, a complete set of books and records for the Mortgage Loans which shall be appropriately identified in the Seller’s computer system to clearly reflect the ownership of the Mortgage Loans by the Purchaser.
SECTION 6. Delivery of Mortgage Notes.
————————–
(a) On or prior to the Closing Date, the Seller shall deliver to the Purchaser or the Custodian, as directed by the Purchaser, the original Mortgage Note, with respect to each Mortgage Loan so assigned, endorsed without recourse in blank, or in the name of the Trustee as trustee, and signed by an authorized officer (which endorsement shall contain either an original signature or a facsimile signature of an authorized officer of the Seller, and if in the form of an allonge, the allonge shall be stapled to the Mortgage Note), with all intervening endorsements showing a complete chain of title from the originator to the Seller. If the Mortgage Loan was acquired by the endorser in a merger, the endorsement must be by “____________, successor by merger to [name of predecessor]”. If the Mortgage Loan was acquired or originated by the endorser while doing business under another name, the endorsement must be by “____________ formerly known as [previous name].” The delivery of each Mortgage Note to the Purchaser or the Custodian is at the expense of the Seller.
In lieu of delivering the Mortgage Note relating to any Mortgage Loan, the Seller may deliver or cause to be delivered a lost note affidavit from the Seller stating that the original Mortgage Note was lost, misplaced or destroyed, and, if available, a copy of each original Mortgage Note; provided, however, that in the case of Mortgage Loans which have been prepaid in full after the Cut-off Date and prior to the Closing Date, the Seller, in lieu of delivering the above documents, may deliver to the Purchaser a certification to such effect and shall deposit all amounts paid in respect of such Mortgage Loan in the Payment Account on the Closing Date.
(b) If any Mortgage Note is not delivered to the Purchaser (or the Custodian as directed by the Purchaser) or the Purchaser discovers any defect with respect to a Mortgage Note which materially and adversely affects the interests of the Certificateholders in the related Mortgage Loan, the Purchaser shall give prompt written specification of such defect or omission to the Seller, and the Seller shall cure such defect or omission in all material respects or repurchase such Mortgage Loan or substitute a Qualified Substitute Mortgage Loan in the manner set forth in Section 7.03. It is understood and agreed that the obligation of the Seller to cure a material defect in, or substitute for, or purchase any Mortgage Loan as to which a material defect in, or omission of, a Mortgage Note exists, shall constitute the sole remedy respecting such material defect or omission available to the Purchaser, Certificateholders or the Trustee on behalf of Certificateholders.
(c) All other documents contained in the Mortgage File and any original documents relating to the Mortgage Loans not contained in the Mortgage File or delivered to the Purchaser, are and shall be retained by the Servicer in trust as agent for the Purchaser.
In the event that in connection with any Mortgage Loan: (a) the original recorded Mortgage (or evidence of submission to the recording office), (b) all interim recorded assignments, (c) the original recorded modification agreement, if required, or (d) evidence of title insurance (together with all riders thereto, if any) satisfying the requirements of clause (I)(ii), (iv), (vi) or (vii) of the definition of Mortgage File, respectively, is not in the possession of the Servicer concurrently with the execution and delivery hereof because such document or documents have not been returned from the applicable public recording office, or, in the case of each such interim assignment or modification agreement, because the related Mortgage has not been returned by the appropriate recording office, in the case of clause (I)(ii), (iv) or (vi) of the definition of Mortgage File, or because the evidence of title insurance has not been delivered to the Seller by the title insurer in the case of clause (I)(vii) of the definition of Mortgage File, the Servicer shall use its best efforts to obtain, (A) in the case of clause (I)(ii), (iv) or (vi) of the definition of Mortgage File, such original Mortgage,
In defense of courts, they’re these days presented with another document which says the note and dot have been sold and assigned to the schmuck making the claim. One thing I can think of to do about it is challenge ‘mers” ability to sell and assign the note. We’ll get that done one of these days, and then they’ll move to just the assgt of the dot and claim it carries the note with it.
Who knows why we aren’t challenging mers ablility to do anything at all with notes?
btw, notes that are freely negotiable, far as I know, don’t require the maker’s approval or comm of that fact to him. I could be wrong, but if not, it supports a proposition that they structured their caveat to look like a communication. But either way, it’s a caveat impacting if not just plain defeating negotiablity. imo.
“If the bank, mortgage company, etc., sold the NOTE, they have no right to enforce the NOTE,
jg: true enough
through foreclosure or court proceeding pursuant to the fact that the UCC bars such claimant from invoking the court’s subject matter jurisdiction….”
jg: I think not. The UCC doesn’t even speak to jurisdiction. NG, how could you publish this? And what the heck good to you think it does to
regurgitate provisions of the UCC like they’re news and they’re not even annotated? For the 10th time, the stinking UCC is default law. These agreements define the party who may enforce: takes the note by transfer and is entitled to payment. The contract RULES.
Foreseeing a possibility that someone with possession but no rights might attempt to enforce, the crafters put a caveat in them to protect themselves and their successors from enforcement of a stolen note or for any number of reasons. They made a decision to stray from
the UCC’s general applicability in commerce, at least to the extent
of enforcement by the UCC’s version of holder – don’t know how else to say that. When I finally got the caveat, I thought it was for the borrower’s assurance, but no, it’s for the lender’s. This gives them a cause of action against anyone who benefitted by enforcement of the note to the lender’s detriment. in the absence of that caveat, a bad guy who came into possession could claim he had rights simply by way of the UCC so eat a rock, party who owns this note.* Tragically, and I mean this with all sincerity fwiw, bad guys are routinely claiming they have those rights without regard to the terms for enforcement mandated by the note. This language in the notes should preclude courts from doing what they do, but it doesn’t. Courts are aiding and abetting enforcement by those who don’t meet the definition IN THE CONTRACT of the party who may enforce. imo. They either don’t know they’re doing it or don’t care for any number of reasons, including that there isn’t a rash of other claimants on those notes coming forward – be my guess that’s a reason, and of course because the other party is tainted by dead-beat etc allegations, (all is fair in love and war and litigation – far as I know, name-calling, succinctly, is okay in litigation – maybe time we start our own) which has zero bearing on who may enforce.
But the banksters know all this (THEY wrote the note) – that’s why they use their employees to purport a sale and assignment of the note in the assgt of the dot. It’s double – talk at its finest. They do those assgts partly to cover their you-knows but tell courts they’re entitled pursuant to
something else (the UCC).
As long as there are people on the long other end of our deals who are willing to lie, cheat, steal, and commit perjury, we’re going to have an uphill battle. As long as mers enables this, it’s always going to be rough going. The merscorp’ members just get themselves a Hultman
resolution for one of their employees (are we back to ‘just’ member employeesfor may it still be anyone with a pulse?) to do the deed and it’s a free-for-all. Well, not really. Just for them.
lay opinions
The last 70 years of this country’s history have nothing to envy to a Tom Clancy’s novel. The same names keep appearing over and over and the picture is getting clearer by the day. April issue of Harper’s Magazine is bound make waves:
“Hillary Clinton just can’t catch a break. As her self-inflicted imbroglio over erasing 30,000 emails involving her time as Secretary of State continues to command press attention, the April issue of Harper’s Magazine is focusing gasp-worthy attention on the “LOAN SHARKING” business that Bill Clinton, as President, assisted in transforming into the too-big-to-fail Citigroup that played a leading role in bringing the country to the brink of financial collapse in 2008.”
I couldn’t figure out why, for the first time ever, a former president had to surround himself with security, armed to the teeth (on my taxpayer’s dime, mind you).
Now, I know. Indeed, nothing happens in a vacuum. Ever.
http://wallstreetonparade.com/2015/03/the-clintons-and-the-fed-are-gasping-over-the-april-issue-of-harpers/
TECHAGREEMENTS.COM
Merger and Acquisition Agreements/Assumption Agreements (196)
Abfc 2006-opt1 Trust – Assignment, Assumption And Recognition Agreement
Abfc 2006-opt2 Trust – Assignment, Assumption, Recognition Agreement
Abfc 2006-opt3 Trust – Assignment, Assumption And Recognition Agreement
Abfc 2007-WMC1 Trust – Assignment, Assumption And Recognition Agreement
Adjustable Rate Mortgage Loan Trust 2007-2 – Assignment And Assumption Agreement
Adjustable Rate Mortgage Trust 2006-2 – Assignment And Assumption Agreement
Adjustable Rate Mortgage Trust 2006-2a – Assignment And Assumption Agreement
Adjustable Rate Mortgage Trust 2006-3 – Assignment And Assumption Agreement
Adjustable Rate Mortgage Trust 2007-1 – Assignment And Assumption Agreement
Airlease – Assignment And Assumption Agreement
Airlease – Assignment, Assumption And Amendment Agreement
American Airlines / Airlease – Assumption And Lease Agreement Dated 2/27/01
Archipelago Holdings L L C – Assumption And Attornment Agreement
Asset Backed Funding – Assignment, Assumption And Recognition Agreement
Banc of America Funding – Assignment, Assumption And Recognition
Banc of America Funding – Assignment, Assumption And Recognition Agreement
Banc of America Funding – Assignment, Assumption….american Home Mortgage
Banc of America Funding – Assignment, Assumption…wells Fargo
Banc of America Funding – Master Assignment, Assumption And Recognition Agreement
Banc of America Funding / Banc – Assignment, Assumption And Recognition Agreement
Banc of America Funding / Banc – Master Assignment, Assumption And Recog Agreement
Banc of America Funding / Banc – Master Assignment, Assumption And Recognition Agreement
Banc of America Funding 2006-1 Trust – Assignment, Assumption And Recognition Agreement
Banc of America Funding 2006-1 Trust / Banc – Assignment, Assumption And Recognition Agreement
Banc of America Funding 2006-1 Trust / Banc – Master Assignment, Assumption And Recog Agreement
Banc of America Funding 2006-2 Trust – Assignment, Assumption And Recognition Agreement
Banc of America Funding 2006-2 Trust – Master Assignment, Assumption And Recognition Agreement
Banc of America Funding 2006-2 Trust / Banc – Master Assignment, Assumption And Recognition Agreement
Banc of America Funding 2006-3 Trust – Assignment, Assumption Agreement
Banc of America Funding 2006-3 Trust – Assumption And Recognition Agreement
Banc of America Funding 2006-3 Trust / Banc – Master Assumption And Recognition Agreement
Banc of America Funding 2006-4 Trust – Assignment, Assumption And Recognition Agreement
Banc of America Funding 2006-4 Trust / Banc – Master Assumption And Recognition Agreement
Banc of America Funding 2006-5 Trust – Assignment And Assumption Agreement
Banc of America Funding 2006-5 Trust – Assignment, Assumption And Recognition Agreement
Banc of America Funding 2006-5 Trust / Banc – Master Assignment, Assumption And Recog Agreement
Banc of America Funding 2006-6 Trust – Assignment And Assumption Agreement
Banc of America Funding 2006-6 Trust – Assignment, Assumption And Recognition Agreement
Banc of America Funding 2006-6 Trust / Banc – Master Assignment, Assumption And Recog Agreement
Banc of America Funding 2006-7 Trust – Assignment, Assumption And Recognition Agreement
Banc of America Funding 2006-7 Trust / Banc – Master Assignment, Assumption And Recognition Agreement
Banc of America Funding 2006-8T2 Trust – Assignment, Assumption And Recognition Agreement
Banc of America Funding 2006-a Trust – Assignment, Assumption And Recognition
Banc of America Funding 2006-a Trust – Assignment, Assumption And Recognition Agreement
Banc of America Funding 2006-D Trust – Assignment, Assumption And Recognition Agreement
Banc of America Funding 2006-F Trust – Assignment, Assumption & Recognition Agrmt.
Banc of America Funding 2006-G Trust – Assignment, Assumption & Recognition Agrmt.
Banc of America Funding 2006-H Trust – Assignment Assumption And Recognition Agreement
Banc of America Funding 2006-H Trust – Assignment, Assumption And Recognition Agreement
Banc of America Funding 2006-i Trust – Assignment, Assumption And Recognition Agreement
Banc of America Funding 2006-J Trust – Assignment, Assumption And Recognition Agreement
Banc of America Funding 2006-J Trust – Master Assignment, Assumption And Recognition Agreement
Banc of America Funding 2007-1 Trust – Assignment, Assumption And Recognition Agreement
Banc of America Funding 2007-2 Trust – Assignment, Assumption And Recognition Agreement
Banc of America Funding 2007-2 Trust – Master Assignment, Assumption And Recognition Agreement
Banc of America Funding 2007-6 Trust – Assignment, Assumption And Recognition Agreement
Banc of America Funding 2007-a Trust – Assignment, Assumption And Recognition Agreement
Banc of America Funding 2007-a Trust – Master Assignment, Assumption And Recognition Agreement
Bank of America FSB – Assignment And Assumption Agreement
Bank of America NT&SA – Assignment & Assumption Agreement
Beverly Hills Bancorp – Branch Purchase And Assumption Agreement Dated August 7, 2006
Broadpoint Securities Group – Consent, Assignment And Assumption Agreement
Broadridge Financial Solutions – Amendment Assignment And Assumption Agreement DTD June 25, 2010
Broadridge Financial Solutions – Amendment, Assignment And Assumption Agreement
CBNY Investment Services – Assignment, Assumption, Consent
CIT Group – Assumption Agreement
CIT Group / CIT Group – Assumption Agreement
Clearpoint Business Resources, – Assignment And Assumption Agreement And Bill of Sale
Clearpoint Business Resources, – Joinder And Assumption Agreement
Compucredit Holdings – Assumption Agreement
CSFB Adjustable Rate Mortgage Trust 2005-1 – Assignment And Assumption Agreement To 8K
CSFB Adjustable Rate Mortgage Trust 2005-12 – Assignment And Assumption Agreement
CSFB Adjustable Rate Mortgage Trust 2005-4 – Assignment And Assumption Agreement
CSFB Adjustable Rate Mortgage Trust 2005-5 – CSFB Assignment & Assumption Agreement 05/27/05
CSFB Adjustable Rate Mortgage Trust 2005-6a – Armt 2005-6a Assignment And Assumption Agreement
CSFB Adjustable Rate Mortgage Trust 2005-7 – CSFB Armt Assignment And Assumption Agreement
CSFB Adjustable Rate Mortgage Trust 2005-8 – Assignment And Assumption Agreement
CSMC Trust 2007-5R – Assignment And Assumption Agreement
Diversified Futures Trust I – Consent To Assignment And Assumption of Brokerage Agreement
DVI – Assignment And Assumption Agreement
eSpeed – Assignment And Assumption Agreement
eSpeed – Assignment And Assumption Agreement Between
eSpeed – Uk Assignment And Assumption Agreement
FBR Capital Markets – Form of Assignment And Assumption Agreement
First Franklin Mortgage Loan Trust 2006-FFH1 – Assignment, Assumption And Recognition Agreement
First Union Direct Bank N A – Transfer And Assumption Agreement
First Union Master Credit Card Trust – Transfer And Assumption Agreement
Fleet Credit Card Funding Trust – Conformed Copy of Assignment & Assumption Agreement
Fleet Credit Card Master Trust II – Conformed Copy of Assignment & Assumption Agreement
G/O International – Assignment Assumption And Confirmation Agreement
General Electric Capital / American Retirement – ASSUMPTION, CONSENT AND LOAN AGREEMENT
General Electric Capital / Drivetime Automotive Group – Assumption & Amendment Agreement With Ge Capital
General Electric Capital / Golfsmith International Holdings – Assumption And Joinder Agreement
General Environmental Management, – Assignment And Assumption of Loan
Giant Group – Assignment And Assumption Agreement
Hoenig Group – Transfer And Assumption Agreement
Homeside International – Asset Purchase/Liability Assumption Agreement
Homeside Lending – Asset/Purchase Liability Assumption Agreement
Hughes Telematics – Assumption Agreement
Imperial Credit Industries – Assignment & Assumption Agreement DTD Oct 1, 1999
Imperial Credit Industries – General Assignment & Assumption of Loan
Internet Capital Group – Assignment And Assumption Agreement
Investment Technology Group – Assumption Agreement
J Net Enterprises – Amended And Restated Loan Assumption
Janus Capital Group – Assignment And Assumption Agreement
Jones Financial Companies – Purchase And Assumption Agreement
Knight Trimark – Assumption Agreement
Laidlaw Global – Assignment And Assumption Agreement
Lehman Brothers Holdings – Assignment And Assumption Agreement
Matrix Bancorp – Purchase And Assumption Agreement
Mego Mortgage – Excess Yield/servicing Rights/assumption Agreement
Metris Companies – Deposit Accounts Purchase & Assumption Agreement
National Auto Finance – Assignment And Assumption Agreement
NEW Century TRS Holdings – Assignment And Assumption Agreement, Dated As of 09/30/2004
NEW England Investment Companies – Amendment & Assumption Agreement Dated 12/29/97
Newstar Financial, – Assignment And Assumption Agreement
NGA Holdco, – Assignment And Assumption of Regsitration Rights Agreement
Novaray Medical, – Assignment And Assumption of Lease Agreement
Onyx Acceptance – Assignment And Assumption Agreement
Pacificamerica Money Center – Assumption of Liabilities Agreement
Partners First Receivables Funding – Bkb Assignment And Assumption
Partners First Receivables Funding – Harris Assignment And Assumption
Pharmathene – Consent, Assumption And Second Loan Modification Agreement
Port Arthur Finance / Clark – Assignment And Assumption Agreement
Premierwest Bancorp – Purchase And Assumption Agreement
Proteo – Agreement On The Assumption of Debt
Prudential Bache Diversified Futures Fund – Consent To Assignment And Assumption of Brokerage Agreement
Prudential Securities Strategic Trust – Consent To Assignment And Assumption of Brokerage Agreement
Rali Series 2006-qa6 Trust – Assignment And Assumption Agreement
Rali Series 2006-qa8 Trust – Assignment And Assumption Agreement
Rali Series 2006-qa9 Trust – Assignment And Assumption Agreement
Rali Series 2006-qo8 Trust – Amendment No. 1 To Assignment And Assumption Agreement
Rali Series 2006-qo9 Trust – Amendment No. 1 To Assignment And Assumption Agreement
Rali Series 2006-QS12 Trust – Assignment And Assumption Agreement
Rali Series 2006-QS13 Trust – Assignment And Assumption Agreement
Rali Series 2006-QS18 Trust – Assignment And Assumption Agreement
Rali Series 2006-QS8 Trust – Execution Copy Assignment And Assumption Agreement
Rali Series 2006-QS9 Trust – Rali 2006-QS9 Assignment And Assumption Agreement
Ramp Series 2006-RZ3 Trust – Assignment And Assumption Agreement
Ramp Series 2007-RS1 Trust – Assignment And Assumption Agreement
Rasc Series 2006-emx6 Trust – Execution Copy Assignment And Assumption Agreement
Rasc Series 2006-KS6 Trust – Execution Copy Assignment And Assumption Agreement
Rasc Series 2007-emx1 Trust – Assignment & Assumption Agreement
Residential Accredit Loans – Form of Assignment And Assumption
Residential Asset Mortgage Products – Assignment And Assumption Agreement
Residential Asset Mortgage Products – Form of Assignment & Assumption Agreement
Residential Asset Securities – Form of Assignment And Assumption Agreement
Residential Capital – Assignment And Assumption Dated As of November 20, 2008
Residential Capital – Assignment And Assumption of Limited Liability Company Interests
Residential Funding Mortgage Securities I – Form of Assignment And Assumption Agreement
Residential Funding Mortgage Securities II – Assignment And Assumption Agreement
Residential Funding Mortgage Securities II – Form of Assignment And Assumption Agreement
Rfmsi Series 2006-S12 Trust – Assignment And Assumption Agreement
Rfmsi Series 2006-S6 Trust – Assignment And Assumption Agreement
Rfmsi Series 2006-S8 Trust – Assignment And Assumption Agreement
Rfmsi Series 2006-S9 Trust – Assignment And Assumption Agreement
Rfmsi Series 2007-S8 Trust – Assignment And Assumption Agreement
Rfmsi Series 2007-S9 Trust – Assignment And Assumption Agreement
Royal Gold – Assignment And Assumption Agreement Between P. Lee Halavais And Royal Gold, Inc.
Sabine River Holding / Clark – Assignment And Assumption Agreement
Saco I Trust 2006-2 – Assignment, Assumption And Recognition Agreement Made As of January 30, 2006
Saco I Trust 2006-5 – Assignment, Assumption And Recognition Agreement Is Made And Entered Into As of April 28, 2006
Saco I Trust 2006-5 – Assignment, Assumption And Recognition Agreement Made As of April 28, 2006
Saco I Trust 2006-6 – Assignment, Assumption And Recognition Agreement Is Made And Entered Into As of May 31, 2006
Saco I Trust 2006-7 – Assignment, Assumption And Recognition Agreement Is Made And Entered Into As of June 30, 2006
Saint James – Designation, Assignment, And Assumption Agreement
Sears, Roebuck And Co. / Sears Credit Account Master Trust II – Assign. & Assumption Agr. Re: Purchase Agr.
SG Mortgage Securities Trust 2006-fre2 – Assignment, Assumption And Recognition Agreement
Skin Nutrition International – Assignment And Assumption Agreement
SO Act Network, – Agreement And Plan of Asset Acquisition, Dated As of May 11, 2010, BY And Between The Company And Ai
Sprint Spectrum Finance – 7-1-96 ASSIGNMENT & ASSUMPTION
Sprint Spectrum Finance – ASSIGNMENT, ASSUMPTION & AMEND NO. 1
Sprint Spectrum Finance / Sprint Spectrum – 7-1-96 ASSIGNMENT & ASSUMPTION
Sprint Spectrum Finance / Sprint Spectrum – ASSIGNMENT, ASSUMPTION & AMEND NO. 1
Summer Infant, – Assumption And Modification Agreement
Summit Tax Exempt – Assignment And Assumption Agreement
Suntrust Mortgage Securitization – Assignment, Assumption And Recognition Agreement
Tenby Pharma – Assignment And Assumption of Lease
Turn Works Acquisition III – Stockholder Assumption Agreement
UBS Ag / Cabco Series 2004-102 Trust (SBC Communications – Assignment & Assumption Agreement
United Insurance Holdings – Assumption Agreement
United Insurance Holdings – Policy Assumption Agreement
United Pan Am Financial – Branch Purchase And Assumption Agreement
United Pan Am Financial – Brokered Deposit Purchase And Assumption Agreement
United Pan Am Financial – Certificate of Deposit Assumption Agreement Dated November 11, 2004
United Panam Financial – Assignment, Assumption And Recognition Agreement
United Panam Financial – Limited Branch Purchase And Assumption Agreement
United Panam Financial – Standard Purchase & Assumption Terms & Conditions
United Panam Financial – Whole Purchase And Assumption Agreement
Wentworth II – Assumption Agreement
World Monitor Trust II Series D – Consent To Assignment And Assumption of Brokerage Agreement
World Monitor Trust II Series E – Consent To Assignment And Assumption of Brokerage Agreement
World Monitor Trust II Series F – Consent To Assignment And Assumption of Brokerage Agreement
World Monitor Trust Series A – Consent To Assignment And Assumption of Brokerage Agreement
World Monitor Trust Series B – Consent To Assignment And Assumption of Brokerage Agreement
World Monitor Trust Series C – Consent To Assignment And Assumption of Brokerage Agreement
Home| About Us| FAQ| Subscription | Contact Us | Free Law Reference
Privacy Policy Terms of Service
© Copyright Socratek L.L.C. 2011
Certificate Guaranty Insurance Policy Insured Obligations: Policy Number:
GMACM Mortgage Loan Trust 2000-J6 GMACM AB0424BE Mortgage Pass-Through Certificates, Series 2000-J6, Class A-5, A-6, A-7, A-8, A-9, A-10 and A-11
Premium:
As specified in the endorsement
attached hereto
Ambac Assurance Corporation (Ambac) A Wisconsin Stock Insurance Company in consideration of the payment of the premium and subject to the terms of this Policy, hereby agrees unconditionally and irrevocably to pay to the Trustee for the benefit of the Holders of the Insured Obligations, that portion of the Insured Amounts which shall become Due for Payment but shall be unpaid by reason of Nonpayment.
Ambac will make such payments to the Trustee from its own funds on the later of (a) one (1) Business Day following notification to Ambac of Nonpayment or (b) the Business Day on which the Insured Amounts are Due for Payment. Such payments of principal or interest shall be made only upon presentation of an instrument of assignment in form and substance satisfactory to Ambac, transferring to Ambac all rights under such Insured Obligations to receive the principal of and interest on the Insured Obligation. Ambac shall be subrogated to all the Holders’ rights to payment on the Insured Obligations to the extent of the insurance disbursements so made. Once payments of the Insured Amounts have been made to the Trustee, Ambac shall have no further obligation hereunder in respect of such Insured Amounts.
In the event the Trustee for the Insured Obligations has notice that any payment of principal or interest on an Insured Obligation which has become Due for Payment and which is made to a Holder by or on behalf of the Trustee has been deemed a preferential transfer and theretofore recovered from its Holder pursuant to the United States Bankruptcy Code in accordance with a final, nonappealable order of a court of competent jurisdiction, such Holder will be entitled to payment from Ambac to the extent of such recovery if sufficient funds are not otherwise available.
This Policy is noncancelable by Ambac for any reason, including failure to receive payment of any premium due hereunder. The premium on this Policy is not refundable for any reason. This Policy does not insure against loss of any prepayment or other acceleration payment which at any time may become due in respect of any Insured Obligation, other than at the sole option of Ambac, nor against any risk other than Nonpayment, including failure of the Trustee to make any payment due Holders of Insured Amounts.
To the fullest extent permitted by applicable law, Ambac hereby waives and agrees not to assert any and all rights and defenses, to the extent such rights and defenses may be available to Ambac, to avoid payment of its obligations under this Policy in accordance with the express provisions hereof.
Any capitalized terms not defined herein shall have the meaning given such terms in the endorsement attached hereto or in the Agreement.
In witness whereof, Ambac has caused this Policy to be affixed with its corporate seal and to be signed by its duly authorized officers in facsimile to become effective as their original signatures and binding upon Ambac by virtue of the countersignature of its duly authorized representative.
/s/ Philip B. Lassiter /s/ Anne G. Gill President Secretary
/s/ Jeffery D. Nabi Effective Date: December 21, 2000 Authorized Representative
EXECUTED VERSION
CERTIFICATE GUARANTY INSURANCE POLICY ENDORSEMENT
Attached to and forming Effective Date of Endorsement: part of Policy No. AB0424BE December 21, 2000 issued to:
Wells Fargo Bank Minnesota, National Association, as Trustee for the Holders of the GMACM Mortgage Pass-Through Certificates, Series 2000-J6, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10 and Class A-11
For all purposes of this Policy, the following terms shall have the following meanings:
“Accrued Certificate Interest” has the meaning set forth in the Agreement; provided, however, that for all purposes of this Policy, Accrued Certificate Interest on the Insured Certificates shall include any Prepayment Interest Shortfalls and any shortfalls resulting from the Soldiers’ and Sailors’ Civil Relief Act of 1940, as amended, or similar legislation allocated to the Insured Certificates (but only to the extent that such amounts are not offset by Compensating Interest paid by the Servicer or withdrawals from the Insured Reserve Fund).
“Agreement” shall mean the Pooling and Servicing Agreement, dated as of December 21, 2000, between Residential Asset Mortgage Products, Inc., as the Company, GMAC Mortgage Corporation, as Servicer, and Wells Fargo Bank Minnesota, National Association, as Trustee, as such Agreement may be amended, modified or supplemented from time to time as set forth in the Agreement, provided that any such amendment, modification or supplement shall have been approved in writing by the Insurer.
“Business Day” shall mean any day other than (i) a Saturday or a Sunday or (ii) a day on which banking institutions in the States of New York, Pennsylvania, Minnesota or Maryland are authorized or obligated by law or executive order to be closed.
“Certificate Guarantee Insurance Policy” or “Policy” shall mean this Certificate Guaranty Insurance Policy together with each and every endorsement hereto.
“Distribution Date” shall mean the 25th day of any month (or if such 25th day is not a Business Day, the first Business Day immediately following) beginning with the First Distribution Date.
“Due for Payment” shall mean with respect to any Insured Amounts, such amount that is due and payable pursuant to the terms of the Agreement on the related Distribution Date.
“First Distribution Date” shall mean January 25, 2001.
“Guaranteed Distributions” shall mean, with respect to the Insured Certificates as of any Distribution Date (after application of amounts in the
Insured Reserve Fund and any Compensating Interest allocated to the Insured Certificates), the distribution to b
— End of Preview —
Submit
MK, you are so right. The loan smoothie is at hand. Do not know what is in the blender and who owes what. Besides, notes were sold multiple times so, actually, they owe us money–a lot of money. All of our notes and ALL of our debts could be paid off, and the U.S. would take off like there was no tomorrow. An exciting renaissance would ensue.
@ johngault,
Further, the TARP bailout money 700 Billion – 350 Billion dispersed under President Bush and then, 350 Billion dispersed under President Obama -also paid down and paid-off any number of the loans in question.
Look to any of the movies or books wherein the dialogue offered the character portraying Hank Paulsen explains 700 Billion as the number required to satisfy the emerging debt that will be owed to defaults on SUBPRIME MORTGAGES.
In other words, Hank Paulsen, formerly of Goldman Sachs had already crunched the numbers on what would be required to stabilize the deficiencies in the market created by defaults on the riskiest loans.
THEN THOSE LOANS GOT PAID OFF: 350 UNDER BUSH; 350 UNDER OBAMA.
So… if they are paid off, in whole, or in part, “the face value”, given first year accounting principles would skew the amount owed.
Of course, by now, I hope We all realize there is no amount owed for any number of reasons; not the least of which is none of the banks know which bank owns which loan.
NEMO DAT.
The irony about theses judges is that a Republican appointed and highly conservative Judge Scalia in his ruling and support of the other Judges are putting an end to this madness.
NEVER AGAIN
“Further the notes and mortgages were also sold forward in a cloudy arrangement in which the ownership and balance due was at least in doubt if not unknown.”
That’s one of the take-outs for this post. Imo, it might not be a good idea to attach any negativity to the act of selling forward. Can’t say for sure, takes some work, at least for me.
But this person hits a nail on the head about the balances dues on these notes as they were allegedly sold. If you bought a note from me which was dated June 6, 2003 on August 2, 2003, you would NOT pay me the face amt of the note. Because you wouldn’t, calculations would
be required to determine what you WOULD pay me (assuming the intent is that I pay you the balance due). Those calculations have to
consider pre-paid interest collected at closing, payments made by the note-maker (here max of 2), July and August, august if paid on time), the amt of interest accrued since that last payment, and so on. If the loan calls for escrow of taxes and insurance, the escrow account has to be reconciled, also. If there’s pmi on the loan, that also has to be calculated. If a broker originated the loan, it was assigned on the same day to to its sponsor, so there wouldn’t need to be calculations on THAT
transfer. But from then on there would be UNless the sponsor had itself sold the loan forward, which I take to mean that before it was created, there was an agreement to re-sell the loan once it had been created. This is a circumstance which could avoid those calculations. I’ll have to explain this later. fwiw.
The central bankers that own and operate your government have given the courts an indemnification forgiving them for allowing and ignoring fraud.
The central bank operates as a “private” entity while masquerading as a government entity: the “Federal” Reserve.
The central bank has 12 regional outlets and the deciding vote for how they will conduct business is held by the New York Regional “Federal Reserve” bank. It holds a 50% majority vote.
The 12 “regional” central banks collect some part of their operating capital from the PRIVATE BANKS that own shares in those 12 “regional banks”.
In other words, the usual suspects, BOA, Wells, Citi etc., all PRIVATELY-OWNED BANKS, buy shares in their regional central bank.
Those shares are not offered to the public; hence, the central bank, or Federal Reserve from any of the 12 given regions, is owned by PRIVATE BANKERS.
The shares the PRIVATE BANKERS own in the intentionally mislabeled, “Federal Reserve”, return a guaranteed 6% interest-rate on those shares…
So… the PRIVATE BANKERS, masquerading as “Federal” employees, are operating what they describe as a “non-profit” that ACTUALLY COLLECTS AT LEAST 6% AS “GUARANTEED” ON THEIR INVESTMENTS.
At the moment, this system is under assault, internationally, because people in Europe already know the central banking system is hopelessly insolvent.
Moreover, those same people in Europe also recognize that Wall Street is responsible for bankrupting the system.
The central banks also derive some part of their operating capital from a “Fractional Reserve”, English Banking System, that allows for a return on mortgages, for example, of 10-1.
That means a 100k mortgage allows the bank that “originated” it an additional amount of 900k as an allowance to go create more money out of thin air as debts on a computer screen.
The shortfall to the “Notional Derivatives” the international community of central bankers is currently on the hook for is described as in excess of 682 TRILLION DOLLARS.
That number is 10 times the GDP of every country on the planet combined!
It is an impossible sum.
The derivatives are “short sale bets” taken against any given borrower, or, group of borrowers that that individual or group will fail to pay their mortgage.
As such, those “short sale bets” must actually prove they will pay off or the banks will prove they are insolvent…
As such, those “derivative, short sale bets” are self-fulfilling prophecies.
This is why the banks will never disclose the titles as corrupted and/or the frauds that make those titles “voidable”, in the first place.
This is why the banks will not produce discovery.
Think about it. The banks know the majority of foreclosures will go forward, uncontested and they are playing the odds. This is why the foreclosed homes are left to rot…
The banks already got what they needed: the foreclosure itself that triggered a payment on the “derivative, short sale bet” the house would, in fact, FORECLOSE.
This is also why servicers are purchasing bundles of loans that are already in foreclosure … they are playing the odds.
This country has been here before: Google Andrew Jackson and “Nicholas Biddle”.
After destroying the central banking “Hydra” of his day, as Jackson called it, Andrew Jackson paid the national debt OFF!
WE THE PEOPLE NEED TO UNDERSTAND THIS HISTORY.
WE NEED TO RENOUNCE THE CENTRAL BANKERS AND RENOUNCE THE HYPER-INFLATIONARY “FEDERAL RESERVE NOTES”.
WE THEN NEED TO BRING BACK THE “GREENBACK”, JAIL THE BANKERS, INVESTIGATE WALL STREET AND RETURN THE RULE OF LAW THROUGH REGULATION.
THEN WE NEED TO REINVENT THE CENTRAL BANKING SYSTEM AS A PUBLIC UTILITY THAT ENRICHES THE WHOLE COUNTRY BY ENRICHING THE PUBLIC TREASURY- NOT PRIVATE POCKETS.
Louise, the judges are knee-deep in bank stocks and MBS. They are nothing more than self-serving criminals.
Louise its all ” counterintuitive”. Im sick of that word though,,
Yes, your mortgage and note are fraudulent and have been sold multiple times to multiple entities. Every one of those transactions is felony fraud and has multiple violations of federal and state law. To me, if I was a judge no matter what the banksters told me, I would not be committing crimes violating federal law. What exactly have the judges been told that motivates them to violate federal law?
bravo, bravo. that what’s all and everyone homeowner with a mortgage in this country should do. then watch what happens, they would call all mortgage void, no one has one. start over. but this time the homeowner will be all know how, and tell them ( BANKS ) SURE I WANT A MORTGAGE, HOW MUCH WILL YOU PAY ME FOR THE MORTGAGE NOTE. HAHAHHAHHAHAAH
it is FRAUD !!!!!!!…..why do you think they did (and still do) robosigning, past dates, incorrect assignment of mortgage chains, etc. etc. etc
Why everyone doesn’t STOP paying their fraudulent mortgages at once , is beyond me !!!!!