THIRD AMENDMENT TO AND REAFFIRMATION OF
AMENDED AND RESTATED MORTGAGE LOAN WAREHOUSING AGREEMENT
AND RELATED DOCUMENTS
THIS THIRD AMENDMENT TO AND REAFFIRMATION OF AMENDED AND RESTATED
MORTGAGE LOAN WAREHOUSING AGREEMENT AND RELATED DOCUMENTS (the "Amendment") is
made and dated as of the 18th day of December, 1996 by and among FIRST MORTGAGE
CORPORATION, a California corporation (the "Company"), BANK OF AMERICA NATIONAL
TRUST AND SAVINGS ASSOCIATION, a national banking association ("BOA"), and the
other lenders from time to time party thereto (BOA and such other lenders being
referred to herein, individually, as a "Lender" and collectively the "Lenders"),
and BOA, as agent for the Lenders (in such capacity, the "Agent").
RECITALS
A. Pursuant to that certain Amended and Restated Mortgage Loan
Warehousing Agreement dated as of September 1, 1995 among the Agent, the
Lenders, and the Company (as amended from time to time, the "Agreement"), the
Lenders agreed to extend credit to the Company on the terms and subject to the
conditions set forth therein. All capitalized terms not otherwise defined
herein shall have the meanings given to such terms in the Agreement.
B. The parties hereto desire to amend the Agreement in certain respects
in order to add a sub-facility for financing the gestation of Mortgage-Backed
Securities after their initial certification, all as more particularly described
below.
NOW, THEREFORE, in consideration of the foregoing Recitals and for other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto hereby agree as follows:
AGREEMENT
1 . Gestation Advances. To reflect the agreement of the parties hereto
to add a sub-facility for financing the gestation of Mortgage-Backed Securities
after their initial certification and to incorporate additional interest rate
provisions applicable thereto, Paragraphs 1 (a) through 1(e) of the Agreement
ares hereby amended to read in their entirety as follows:
"1(a) Credit Limit. On the terms and subject to the conditions set
forth herein, the Lenders severally agree that they shall, from time to time
but not including the Maturity Date (as such term and capitalized terms not
otherwise defined herein are defined in Paragraph 11 below), make loans (the
"Loans" or a "Loan"), in the form of either Regular
Advances or Gestation Advances, pro rata in accordance with their respective
Percentage Shares, to the Company in amounts not to exceed, in the aggregate at
any time outstanding:
(1) In the case of Regular Advances, the lesser of-.
(i) The Credit Limit; and
(ii) The Collateral Value of the Borrowing Base minus the
aggregate dollar amount of all Gestation Advances outstanding; and
(2) In the case of Gestation Advances, the least of:
(i) The Gestation Advance Sublimit;
(ii) The Collateral Value of the Borrowing Base consisting
of Eligible Gestation Mortgage Loans; and
(iii) The Collateral Value of the Borrowing Base minus the
aggregate dollar amount of all Regular Advances outstanding.
1(b) Interest Rates Applicable to Loans. All Regular Advances shall
initially bear interest at the Reference Rate and, thereafter, shall be
maintained, at the election of the Company made from time to time as permitted
herein, as Reference Rate Loans, Eurodollar Rate Loans and/or Established Rate
Loans or any combination thereof. All Gestation Advances shall be maintained,
at the election of the Company made from time to time as permitted herein, as
Federal Funds Rate Loans and/or Established Rate Loans.
l(c) Calculation of Interest. 'The Company shall pay interest on Loans
outstanding hereunder from the date disbursed to but not including the date of
payment calculated on such Lender's Percentage Share of the principal amount of
such Loans outstanding during the interest calculation period, at a rate per
annum equal to, at the option of and as selected by the Company from time to
time (subject to the provisions of Paragraphs I (e), I (f), I (g) and I (h)
below): (1) with respect to each Loan which is a Reference Rate Loan, at a
fluctuating rate per annum equal to the Reference Rate during the applicable
computation period, (2) with respect to each Loan which is an Established Rate
Loan, at the Applicable Established Rate for the applicable computation period,
(3) with respect to each Loan which is a Eurodollar Loan,, at the Applicable
Eurodollar Rate for the applicable Interest Period, and (4) with respect to each
Loan which is a Federal Funds Rate Loan, the Applicable Federal Funds Rate.
1(d) Payment of Interest. Interest accruing on Loans outstanding
hereunder shall be payable directly to each Lender immediately following receipt
by the Company from such Lender of an interest billing therefor. Interest
accruing on Reference Rate Loans, Federal Funds Rate Loans and Established Rate
Loans shall be payable monthly, in
arrears, as provided in Paragraph 2(d) below; interest accruing on
Eurodollar shall be payable at the end of the applicable Interest Period.
1(e) Established Rate Loans.
(1) With respect to BOA's Percentage Share of Loans
outstanding under the Agreement, the Company hereby agrees to maintain
during any given calendar month (or applicable portion thereof) Available
Deposits in noninterest bearing accounts with BOA, in such amounts as the
Company and BOA may establish in a notice from BOA and acknowledged in
writing by the Company at least five (5) Business Days prior to the first
day of such month (the "Required Loan Balances" for such monthly period).
If the Company maintains the Required Loan Balances as specified by BOA
pursuant hereto, BOA hereby agrees to adjust the interest otherwise payable
under Paragraph I (c) of the Agreement, against an equal dollar amount of
BOA's Percentage Share of the daily average amount of Regular Advances
and/or Gestation Advances outstanding under the Agreement during such
monthly period (or applicable portion thereof), to the Applicable
Established Rate.
(2) In the event the Company shall fail to maintain the
Required Loan Balances with BOA (with the Required Loan Balances first being
allocated to Regular Advances outstanding and then to Gestation Advances
outstanding during the applicable computation period), the Company shall pay
to BOA a fee (a "Deficiency Fee") computed against the average daily deficit
of such Required Loan Balances during such month at a per annum balance
deficiency rate equal to one hundred and fifteen percent (I 15.00%) of the
Reference Rate (the "Balance Valuation Rate"). In the event that during any
monthly period Available Deposits are maintained with BOA in excess of the
Required Loan Balances for such month, such excess shall be given a value (a
"Balance Credit") computed as follows: (1) the dollar amount of such excess,
multiplied by (2) the Balance Valuation Rate for such month. Balance
Credits may be credited by BOA against Deficiency Fees owing BOA hereunder
at any time during the six months (or such longer period as is mutually
agreeable to BOA and the Company) immediately following the month in which
such Balance Credit first accrued.
(3) The Company hereby acknowledges and agrees that there is
no requirement that Available Deposits be maintained in excess of Required
Loan Balances and, consequently, under no circumstances shall the Company be
entitled to any Balance Credit for such excess Available Deposits other than
as expressly set forth herein, or to any Balance Credit following the
Maturity Date, including, without limitation, following the occurrence of an
Event of Default and acceleration of the Obligations.
(4) BOA will notify the Company in writing from time to time
of the amount of any Deficiency Fees payable to BOA by the Company
hereunder, and the Company shall pay such Deficiency Fees directly to BOA
within five (5) Business Days of receipt of such notice. BOA may elect not
to make demand for the payment of Deficiency Fees accruing from time to time
and it is expressly agreed and understood that no such
Deficiency Fees shall, by reason of such failure of BOA to make demand
therefor or otherwise, be deemed to have been waived by BOA (except as
expressly waived in writing by BOA from time to time) and that all
Deficiency Fees accrued and unpaid hereunder and not so expressly waived,
whether or not previously declared due and owing by BOA, shall automatically
be due and payable in full on the Maturity Date."
2. Use of Proceeds. To reflect the agreement of the parties hereto to
restrict the use of proceeds from Gestation Advances, Paragraph 2(a) of the
Agreement is hereby amended to read in its entirety as follows:
"2(a) Use of Proceeds. The proceeds of all Regular Advances
(including any Loans funded as a Swing Line Advance) shall be utilized by the
Company solely for the purposes of (1) originating and/or acquiring Mortgage
Loans (or repaying Swing Line Advances used for such purpose) and/or general
working capital purposes. The proceeds of all Gestation Advances shall be
utilized by the Company solely for the purpose of financing the gestation of
Mortgage-Backed Securities after their initial certification."
3. Swing Line Advance-,. To reflect the agreement of the parties hereto that
Swing Line Advances shall not be applicable to "Gestation Advances," Paragraph
2(m) of the
Agreement is hereby amended to insert the following sentence at the end of said
Paragraph: "In
no event shall Gestation Advances be funded through Swing Line Advances".
4. Definitions.
(a) The following new defined terms are hereby added to Paragraph 11
of the Agreement in appropriate alphabetical position:
... "Agency Custodial Agreements' shall mean the F14LMC Custodial
Agreement, the FNMA Custodial Agreement and the GNMA Custodial Agreement, as
applicable. "
"Agency Guide' shall mean the FHLMC Guide, the FNMA Guide or
the GNMA Guide, as applicable."
"Applicable Established Rate' shall mean: (a) with respect
to Regular Advances which are being maintained as Established Rate Loans, one
and one quarter percent (1.25%), and (b) with respect to Gestation Advances
which are being maintained as Established Rate Loans, three quarters of one
percent (0.75%).
"Applicable Federal Funds Rate' shall mean the Federal Funds
Rate plus three quarters of one percent (0.75%)."
"Certificating Custodian' shall mean any Person acting as the
Company's "document custodian," "custodian" or "certificating custodian," as
such terms are used in the applicable Agency Guide, for purposes of (a)
certifying that the documentation relating to
Mortgage Loans received by such Person from the Company (or the Collateral
Agent) is complete and acceptable under the applicable Agency Guide for purposes
of including such Mortgage Loan in a pool of Mortgage Loans in which Mortgage-
Backed Securities will represent interests and (b) holding such documentation
following formation of such pools and issuance of such Mortgage-Backed
Securities. The Certificating Custodian shall at all times be party to the
Agency Custodial Agreements."
"Eligible Gestation Mortgage Loan' shall mean a Mortgage Loan
with respect to which each of the following statements shall be accurate and
complete (and the Company by including such Mortgage Loan in any computation of
the Collateral Value of the Borrowing Base shall be deemed to so represent and
warrant to the Agent, the Collateral Agent and the Lenders at and as of the date
of such computation):
(a) Said Mortgage Loan meets all of the requirements in the
definition of Eligible Committed Conforming Mortgage Loan (except the
requirement set forth in subparagraph (f) of such definition) and was
included in the Borrowing Base as an Eligible Committed Conforming Mortgage
Loan prior to its inclusion as an Eligible Gestation Mortgage Loan; and
(b) The documentation relating to said Mortgage Loan has been
certified by a Certificating Custodian as complete and acceptable under the
applicable Agency Guide for purposes of including said Mortgage Loan in a
pool of Mortgage Loans in which a Mortgage-Backed Security %ill represent
an interest."
"Federal Funds Rate' shall mean the rate per annum on overnight
Federal funds transactions with members of the Federal Reserve System arranged
by Federal funds brokers, as made available to and quoted by the Agent on the
Business Day and at the time the Gestation Advance to be borrowed at a rate
based on the Federal Funds Rate is requested."
"FHLMC Custodial Agreement' shall mean the agreement, as amended,
modified or supplemented from time to time, among FHLMC, the Company and any
Person meeting the eligibility requirements set forth in the FHLMC Guide to
serve as a "custodian," as such term is used in the FNMA Guide, pursuant to
which such Person is authorized to act as a Certificating Custodian."
"FHLMC Guide' shall mean the "Sellers & Servicers' Guide"
published by FHLMC, as amended, modified or supplemented from time to time."
"FNMA Custodial Agreement' shall mean the agreement, as
amended, modified or supplemented from time to time, among FNMA, the Company and
any Person meeting the eligibility requirements set forth in the FNMA Guide to
serve as a "document custodian," as such term is used in the FNMA Guide,
pursuant to which such Person is authorized to act as a Certificating
Custodian."
"FNMA, Guide' shall mean, collectively, the "Selling Guide" and the "Servicing
Guide" published by FNMA, as amended, modified or supplemented from time to
time."
"Gestation Advance' shall mean a Loan advanced pursuant to
Paragraph I (a)(2) above, the proceeds of which are utilized by the Company
for financing the gestation of Mortgage-Backed Securities after the initial
certification and the Company by borrowing said Loan as a Gestation Advance
shall be deemed to represent and warrant to the Agent and the Lenders that
the proceeds of said Loan are and Ml] be so utilized by the Company.
"Gestation Advance Sublimit' shall mean $7,500,000.00."
"GNMA Custodial Agreement' shall mean the agreement, as amended,
modified or supplemented from time to time, among GNMA, the Company and any
Person meeting the eligibility requirements set forth in the GNMA Guide to
serve as a "certificating custodian," as such term is used in the GNMA Guide,
pursuant to which such Person is authorized to act as a Certificating
Custodian."
"GNMA Guide' shall mean, collectively, the "GNMA I Mortgage
Backed Securities Guide" and the "GNMA II Mortgage-Backed Securities Guide"
published by HUD, as amended, modified or supplemented from time to time."
"HUD' shall mean the Department of Housing and Urban Development
and any successor thereto."
"Regular Advance' shall mean a Loan advanced pursuant to
Paragraph 1 (a)(1) above, the proceeds of which are utilized by the Company
solely for the purposes of (a) originating and/or acquiring Mortgage Loans
(or repaying Swing Line Advances used for such purpose) and/or (b) general
working capital purposes, and the Company by borrowing said Loan as a Regular
Advance shall be deemed to represent and warrant to the Agent and the Lenders
that the proceeds of said Loan are and will be so utilized by the Company."
(b) The following definitions are hereby amended to read
in their respective
entireties as follows:
"Established Rate Loans' shall mean Regular Advances and/or
Gestation
Advances during such time as they are being made and/or maintained at the
Applicable Established Rate."
" Federal Funds Rate Loans' shall mean Gestation Advances during
such time as they are being made and/or maintained at the Applicable Federal
Funds Rate.
"'Reference Rate Loans' shall mean Regular Advances during such
time as they are being made and/or maintained at the Reference Rate."
(c) The definition of the term "Established Rate" is hereby
deleted from Paragraph 11 of the Agreement.
(d) Subparagraph (a) of the definition of the term "Collateral
Value" is hereby amended to add the phrase "or an Eligible
Gestation Mortgage Loan" Following the phrase "or an Eligible
Committed Non-Conforming Mortgage Loan" in the second line
thereof
(e) The definition of the term "Eligible Committed Conforming
Mortgage Loan" is hereby amended by deleting the word "and" at the end of
subparagraph (d) thereof, by deleting the period and inserting the phrase ";
and" at the end of subparagraph (e) thereof, and by adding a new subparagraph
(f) thereto to read in its entirety as follows: "(f,) Said Mortgage Loan is not
an Eligible Gestation Mortgage Loan."
(f) The definition of the term "Eligible Mortgage Loan" is hereby
amended as follows:
(1) The lead-in section to subparagraph (r) is hereby
amended to read as follows:
"(r) There has been delivered to the Collateral Agent for
such Mortgage Loan: (i) those items described on Exhibit H attached
hereto prior to the inclusion of such Mortgage Loan in the Borrowing
Base, (ii) if the Collateral Agent or any Lender has so requested in
writing, those additional items described in Exhibit I attached hereto,
and (iii) if such Mortgage Loan is to be included in the Borrowing Base
as an Eligible Gestation Mortgage Loan, a FHLMC Custodial Certification
Schedule (Form 1034), a FNMA Schedule of Mortgages (Form 2005) or a GNMA
Schedule of Pooled Mortgages (HUD Form II 706) (or any comparable or
successor form thereto) listing such Mortgage Loan as a Mortgage Loan to
be pooled in support of a Mortgage-Backed Security, in each case
completed and duly executed by a Certificating Custodian on or prior to
the inclusion of such Mortgage Loan in the Borrowing Base as an Eligible
Gestation Mortgage Loan; and the Collateral Agent has confirmed what
Type of Mortgage Loan such Mortgage Loan is; provided, however, that
even if such items have not been so delivered to the Collateral Agent,
such Mortgage Loan may still qualify as an "Eligible Mortgage Loan" if""
(2) Subparagraph (v) is hereby amended to read in its entirety
as follows:
"(v) Unless said Mortgage Loan is an Eligible Foreclosure
Mortgage Loan or an Eligible Gestation Mortgage Loan, said Mortgage Loan
has not previously been included in the Borrowing Base."
(g) The definition of the term "Type" is hereby amended to read in
its entirety as follows:
"Type' for any Mortgage Loan shall mean an Eligible Committed Conforming
Mortgage Loan, an Eligible Committed Non-Conforming Mortgage Loan, an
Eligible Foreclosure Mortgage Loan, an Eligible Uncommitted Conforming
Mortgage Loan or an Eligible Gestation Mortgage Loan."
5. Amendment of Security Agreement. To reflect the agreement of the
parties hereto to amend the Security Agreement to provide for the inclusion of
Eligible Gestation Mortgage Loans in the Borrowing Base:
(a) Paragraph 2 of the Security Agreement is hereby amended by adding
the following passage at the end thereof:
"In addition to the requirements set forth above, delivery of any Mortgage
Loan as Collateral to be included in the Borrowing Base as an Eligible
Gestation Mortgage Loan shall be effected by delivery by the Debtor to the
Collateral Agent of an election to such effect in the form of that attached
hereto as Exhibit G. Thereafter, such Mortgage Loan shall be included in the
Borrowing Base as an Eligible Gestation Mortgage Loan upon the Collateral
Agent's receipt of (as applicable) a FHLMC Custodial Certification Schedule
(Form 1034), a FNMA Schedule of Mortgages (Form 2005) or a GNMA Schedule of
Pooled Mortgages (HUD Form II 706) (each of such schedules and any comparable
or successor form thereto, a "Gestation Certification") listing such Mortgage
Loan as a Mortgage Loan to be pooled in support of a Mortgage-Backed
Security, in each case completed and duly executed by the Certificating
Custodian on or prior to the date such Mortgage Loan is to be included in the
Borrowing Base as an Eligible Gestation Mortgage Loan. Collateral Agent's
responsibility to review such Collateral to be included in the Borrowing Base
as an Eligible' Gestation Mortgage Loan is limited to ensuring that each
Gestation Certification has been completed and executed by a Certificating
Custodian. If a Certificating Custodian returns to the Collateral Agent
documentation relating to any Mortgage Loan Following such Certificating
Custodian's determination that such Mortgage Loan is not suitable for
pooling, such Mortgage Loan shall be included in the Borrowing Base as
another Type of Eligible Mortgage Loan if such Mortgage Loan satisfies all
eligibility requirements therefor. If the Collateral Value of a group of
Mortgage Loans to be delivered for inclusion in the Borrowing Base as
Eligible Gestation Mortgage Loans, when added to the Collateral Value of all
Mortgage Loans already included in the Borrowing Base as Eligible Gestation
Mortgage Loans, shall exceed the Gestation Advance Sublimit at any time, the
Collateral Agent shall include such excess in the Borrowing Base as another
Type or Types of Eligible Mortgage Loan if such Mortgage Loans satisfy all
eligibility requirements respectively therefor."
(b) Paragraph 5 of the Security Agreement is hereby amended to read
in its entirety as follows:
5. Collateral A gent's Review of Collateral 7 Certifications.
(a) Each delivery of Mortgage Loans to the Collateral Agent shall be accompanied
by a collateral transmittal form in the form of that attached hereto as
Exhibit 3., as such form may be modified from time to time at the direction
of the Agent. Upon any receipt of Required Documents for any Mortgage Loan,
the Collateral Agent shall review the same and verify that (1) all Required
Documents relating to such Mortgage Loan appear regular on their face and
are in the Collateral Agent's possession; and (2) the statements set forth
on Exhibit 2 hereto are accurate and complete in all respects. In the event
that the Company had been requested to deliver the additional items
described on Exhibit J to the Credit Agreement with respect to any item of
Collateral, the Collateral Agent shall review and verify such additional
documents consistent with the obligations of the Collateral Agent above.
(b) Eligible Gestation Mortgage Loans to be included in the
Borrowing Base shall be deemed delivered to the Collateral Agent upon the
receipt by the Collateral Agent of any completed and executed Gestation
Certification for such Mortgage Loans; provided that Debtor shall have
elected to include such Mortgage Loans in the Borrowing Base as an Eligible
Gestation Mortgage Loan pursuant to the shipping request and authorization
in the form of Exhibit 6 hereto and the Collateral Agent is in possession of
an applicable bailee letter in respect of such Mortgage Loans. Upon the
receipt of any Gestation Certification for any item of Collateral to be
included in the Borrowing Base as an Eligible Gestation Mortgage Loan,
Collateral Agent shall review such Gestation Certification to determine if
it appears regular on its face.
(c) Verification for Collateral delivered during any period
covered by a collateral report referred to in Paragraph 7 below shall be set
forth in such report. If Collateral Agent notes any exception in the review
described in subparagraphs (a) or (b) above or questions, in its reasonable
discretion, the genuineness, regularity, propriety, or accuracy of any item
of Collateral, Collateral Agent shall so note in its next collateral report
delivered to Lenders and shall hold such item of Collateral pending further
instructions from the Lenders. Unless so agreed in writing by Collateral
Agent in its sole discretion, in no event shall such item be included in any
calculation of the Borrowing Base. In the event that Debtor had been
requested to deliver the items described on Exhibit I to the Credit
Agreement with respect to any item of Collateral, Collateral Agent shall
review and verify such additional documents consistent with the obligations
of Collateral Agent above."
(c) A new Exhibit G in the form of that attached hereto as Amendment
Exhibit is hereby added to the Security Agreement.
6. Reaffirmation of Security Agreement. The Company hereby affirms and
agrees that (a) the execution, delivery and performance by the Company of its
obligations under this Amendment shall not in any way amend, impair, invalidate
or otherwise affect any of the obligations of the Company or the rights of the
Secured Parties under the Security Agreement or any other document or instrument
made or given by the Company in connection therewith, (b) the term "Obligations"
as used in the Security Agreement includes, without limitation, the
Obligations of the Company under the Agreement and this Amendment, and (c) the
Security Agreement remains in full force and effect in that such agreement
constitutes a continuing first priority security interest in and lien upon the
Collateral.
7. Effective Date. This Amendment shall be effective on the earliest
date (the "Effective Date") upon which (a) all parties signatory hereto have
executed this Amendment, and (b) the Agent has received such board resolutions,
incumbency certificates and other additional documentation as it may request in
connection herewith.
8. No Other Amendment. Except as expressly amended herein, the Agreement
and other Loan Documents shall remain in full force and effect as currently
written.
9. Counterparts. This Amendment may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original
and all of which when taken together shall constitute one and the same
agreement.
10. Representations and Warranties. The Company hereby represents
and warrants to the Agent, the Lenders and the Collateral Agent as follows:
(a) The Company has the corporate power and authority and the
legal right to execute, deliver and perform this Amendment and has taken all
necessary corporate action to authorize the execution, delivery and performance
of this Amendment. This Amendment has been duly executed and delivered on
behalf of the Company and constitutes the legal, valid and binding obligations
of the Company, enforceable against the Company in accordance with its terms.
(b) At and as of the date of execution hereof and at and as of
the effective date of this Amendment and both prior to and after giving effect
hereto: (1) the representations and warranties of the Company contained in the
Agreement are accurate and complete in all respects, and (2) there has not
occurred an Event of Default or Potential Default under the Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the day and year first above written.
FIRST MORTGAGE CORPORATION., a California corporation
By:.
Name:
Title:
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, a national banking
association, as Agent
By:
Name: Thomas A. Pizurie
Title: Vice President
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, a national banking
association, as a Lender
By:
Name: Thomas A. Pizurie
Title: Vice President
AMENDMENT EXHIBIT G
ELECTION FOR INCLUSION IN THE BORROWING BASE
AS ELIGIBLE GESTATION MORTGAGE LOAN
Pursuant to that certain Security and Collateral Agency Agreement
(Warehousing) dated as of September 1, 1995 (as amended and reaffirmed from time
to time, the "Security Agreement") by and between Bank of America National Trust
and Savings Association (the "Collateral Agent") and First Mortgage Corporation
(the "Company"), by checking any of the items below, the Company hereby requests
the Collateral Agent to include the Mortgage Loans described on Schedule 1
attached hereto to be included as Eligible Gestation Mortgage Loans in the
computation of the Collateral Value of the Borrowing Base upon the Collateral
Agent's receipt of the following Gestation Certification(s) listing such
Mortgage Loans, completed and executed by the applicable Certificating
Custodian:
FHLMC Custodial Certification Schedule (Form 1034).
FNMA Schedule of Mortgages (Form 2005).
GNMA Schedule of Pooled Mortgages (HUD Form 11706).(HUD Form 11706).
Other form of Gestation Certification.
We hereby certify that the Take-out Commitment applicable to the Mortgage Loans
to be included in the Borrowing Base as Eligible Gestation Mortgage Loans
pursuant hereto is as set forth on the applicable Gestation Certification.
Capitalized terms not otherwise defined herein shall have the meanings given
such terms in the Security Agreement.
FIRST MORTGAGE CORPORATION, a California corporation
By:
Name:
Title: