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HomeMy WebLinkAboutCity Council - 5711 99999-9 JHHW:ACH:ea 09/18/86 H7478 r RESOLUTION NO. 5711 A RESOLUTION OF THE CITY OF HUNTINGTON BEACH AUTHORIZING THE EXECUTION OF A SERVICING AGREEMENT AND PROVIDING OTHER MATTERS PROPERLY RELATING THERETO HOME MORTGAGE REVENUE BONDS, 1983 SERIES A RESOLVED, by the City Council of the City of Huntington Beach, as follows: WHEREAS, Chapters 1-5 of Part 5 of Division 31 of the Health and Safety Code of the State of California (herein called the "Act") authorizes cities and counties to issue revenue bonds for the purpose of financing home mortgages authorized by the Act, and the Act provides a complete, additional and alternative method for doing the things authorized thereby; WHEREAS, pursuant to the Act, the City has issued sold and delivered $20,000,000 principal amount of Home Mortgage Revenue Bonds, 1983 Series A (the "Bonds") for the purpose of providing funds to purchase home mortgages (the "Home Mortgages") made to provide permanent financing for homes existing or to be constructed within the City (the "Home Mortgage Financing Program") and, thereafter, entered into a trust indenture, dated as of March 1, 1983, providing for the issuance and security of the Bonds (the "Indenture") ; WHEREAS, the City has appointed Security Pacific National Bank as Trustee under the Indenture and the Trustee is empowered thereunder to purchase, with the proceeds of the Bonds, Home Mortgages on behalf of the City, subject, among other things, to certain of the terms and conditions hereinafter set forth; WHEREAS, International Mortgage Company ("IMC"), has heretofore entered into a Home Mortgage Purchase Agreement, dated as of March 1, 1983, with the City and the Trustee providing for the purchase of Home Mortgages by the Trustee, on behalf of the City, and has entered into a Servicing Agreement, dated as of March 1, 1983, with the City and the Trustee providing for the servicing of such Home Mortgages by IMC; and WHEREAS, the City, the Trustee, IMC and Charter Oaks Mortgage Corporation (the "Servicer") now desire to provide for the substitution of the Servicer for IMC in the servicing of such Home Mortgages and to provide for the other matters set forth in the form of Servicing Agreement (the "Agreement") which has reviewed by this council, with the aid of its staff; NOW, THEREFORE, in consideration of the terms, conditions and commitments herein contained, the City, the Trustee and the Servicer agree as follows: f _ 6 1. The Agreement proposed to be entered into by and among the City, the Trustee and the Servicer, substantially in the form thereof presented at this meeting, is hereby approved and the City Administrator of the City is authorized and directed to execute the Agreement on behalf of the City. 2. This resolution shall take effect from and after its adoption. PASSED and APPROVED this 6th day of October 1986. ATTEST: r 4'a City er 1"171% Mayor APPROVED AS TO FORM: TIATED AND APPROVED AS C NTENT 14 Ci,tyi Attorney Depu y ity Administrator/Redevelopment APPROVED: f7 City Administ ator k� -2- 99999-9 JHHW:ACH:ea 09/17/86 H7477 ea 09/18i86 SERVICING AGREEMENT CITY OF HUNTINGT N BEACH O HOME MORTGAGE REVENUE BONDS, 1983 SERIES A HOME MORTGAGE FINANCING PROGRAM This Servicing Agreement is made and entered into as of 1986, by and among the City of Huntington Beach (the "City"), Charter Oaks Mortgage Corporation (the "Servicer") and Security Pacific National Bank (the "Trustee"); WITNESSETH: WHEREAS, the City has issued, sold and delivered $20,000,000 principal amount of Home Mortgage Revenue Bonds, 1983 Series A (the "Bonds") for the purpose of providing funds to purchase home mortgages (the "Home Mortgages") made to provide permanent financing for residences (the "Homes") to be constructed within the City of Huntington Beach (the "Home Mortgage Financing Program"): WHEREAS, to that end, the City Council of the City adopted Ordinance No. 2612 entitled "An Ordinance Relating to the Establishment of a Home Mortgage Financing Program for the City of Huntington Beach" which became effective March 7, 1983, and has entered into an Indenture of Trust dated as of March 1, 1983, by and between the City and the Trustee (the "Indenture"); WHEREAS, the City appointed Security Pacific National Bank as Trustee under the Indenture and the Trustee is empowered thereunder to purchase, with the proceeds of the Bonds, Home Mortgages on behalf of the City, subject, among other things, to certain of the terms and conditions hereinafter set forth; WHEREAS, the Servicer's predecessor in interest to this Servicing Agreement, namely, International Mortgage Company ("IMC"), has heretofore entered into a Home Mortgage Purchase Agreement, dated as of March 1, 1983, with the City and the Trustee providing for the purchase of Home Mortgages by the Trustee, on behalf of the City, and into a Servicing Agreement, dated as of March 1, 1983, with the City and the Trustee providing for the servicing of such Home Mortgages by IMC: and WHEREAS, the City, the Trustee, IMC and the Services now desire to provide for the substitution of the Servicer for IMC in the servicing of such Home Mortgages and to provide for the notification of United Residential Guaranty Insurance Company of Iowa ("UGI"), as the private mortgage insurer and the Compliance Agent for the Home Mortgages, of the substitution of the Servicer for IMC as the servicer of such Home Mortgages; NOW, THEREFORE, in consideration of the terms, conditions and commitments herein contained, the City, the Trustee and the Servicer agree as follows: 1. The Servicer shall service Home Mortgages in compliance with guidelines prepared by either the Federal National Mortgage Association ("FNMA") or the Federal Home Loan Mortgage Corporation ("FHLMC") for servicing the conventional mortgages, except to the extent that such guidelines conflict with the provisions of this Servicing Agreement, in which case the provisions of this Agreement shall prevail. The Servicer shall comply with the requirements of either FNMA or FHLMC with respect to the maintenance by the Servicer of errors and omission insurance and fidelity bonds. The Servicer shall promptly notify UGI of the Home Mortgages which it shall service pursuant to this Servicing Agreement and shall, in such notice, identity each of such Home Mortgages in a manner consistence with the required reporting procedures of UGI. The Servicer represents and warrants to and covenants with the City and the Trustee each of the matters set forth in the form of opinion of its counsel, as attached hereto as Exhibit A and hereby made a part hereof, and hereby delivers an duly executed copy of such opinion concurrently with duly executed copies of this Servicing Agreement. The capitalized terms used in this Servicing Agreement shall have the meanings provided for such terms in the Indenture unless otherwise herein defined. In the event that the Servicing Agreement requires any action as of or on any day which is a non-business day, then such action shall be performed as of or on the next succeeding business day. 2. In accordance with the provisions contained in the Indenture and the City's Rules and Regulations, the Servicer hereby agrees to use its best efforts to collect the monthly principal and interest payments on Home Mortgages purchased by the Trustee on behalf of the City pursuant to the Home Mortgage Purchase Agreement heretofore entered into with the Servicer, as Lender. 3. In consideration for servicing such Home Mortgages, the Servicer shall be entitled to retain from that portion of each Mortgagor's monthly payment allocable to interest an amount equal to one-twelfth (1/12) of one-fifth (1.'5) of one percent (20 of 1%) of the outstanding principal balance of each Home Mortgage. Each Home Mortgage shall provide for a late charge penalty against the Mortgagor for the monthly payments that are not collected by the Servicer by the 15th of the month. The late charge shall not exceed 6% of the principal and interest which is due or such other charge as shall be permitted by law. The Servicer is entitled to retain the late charge as additional compensation for the Servicer's collection efforts herein. 4. The Servicer shall exercise all reasonable efforts to collect all payments due from Mortgagors with respect to such Home Mortgages, including insurance premiums and any taxes and similar items required, to the extent permitted by law, to be deposited in an escrow deposit account. On the 10th day and the earlier of the last day of the month or the 30th day of each month, the Servicer shall wire transfer to the Trustee all Home -2- Mortgage receipts received respectively through the 7th day and through the 25th day of such month less the servicing fee and amounts to be promptly deposited upon receipt into escrow deposit accounts. However, the Servicer must deposit all prepayments, net mortgage insurance proceeds, net Hazard Insurance, and Special Hazard Insurance proceeds and net Home Mortgage foreclosure or Home sale proceeds received by the Servicer, to the extent any such proceeds are in excess of $2,500, with the Trustee on the next business day following receipt (rather than by the 10th or 30th day of the month). The Servicer shall be required to deposit all Home Mortgage receipts daily with the Trustee, unless the Servicer shall deposit all Home Mortgage receipts daily into a custodial account for the benefit of the Trustee on behalf of the City insured by the Federal Deposit Insurance Corporation or by the Federal Savings and Loan Insurance Corporation and at no time shall Home Mortgage receipts in such account exceed the insured amount. The. Servicer shall on the 16th day of each month notify the Private Mortgage Insurer of the Home Mortgages by telephone, telex or other same day means of communication of the aggregate amount of monthly installment payments on Home Mortgages which were first due on the 1 st day of such month and payable by the 15th day of such month, but which have not been received by the Servicer. The Servicer shall immediately follow such notification to the Private Mortgage Insurer with . written confirmation of such aggregate amount of delinquent monthly installments. In addition, the Servicer shall on the 26th day of each month notify the Private Mortgage Insurer by telephone, telex or other same day means of communication of the aggregate amount of delinquent monthly installments payable in such month received by the Servicer between the 16th day and the 25th day of such month, both inclusive. The Servicer shall immediately follow such notification with written confirmation to the Private Mortgage Insurer and shall wire transfer such aggregate amount of delinquent monthly installments to the Trustee by the earlier of the last day of such month or the 30th day of such month. 5. The Servicer shall, to the extent permitted by law, also bill for and collect all premiums on Hazard Insurance as described in the Home Mortgage Purchase Agreement and shall deposit such premiums promptly into an appropriate escrow deposit account. The Servicer shall pay when due the insurance premiums collected from the Mortgagor. When escrowed funds collected from the Mortgagor are insufficient to pay insurance premiums, when due, Servicer shall attempt to obtain the necessary additional deposit from the Mortgagor before the last day on which such items may be paid prior to penalty, lapse of insurance policies or other detriment. Servicer shall, subject to reimbursement, pay such premiums to protect the Trustee's interest on behalf of the City and, if such payments are made, shall reflect a deficient balance in the Mortgagor's escrow deposit account. 6. The Servicer shall provide the Trustee and the City with a monthly report by the 20th day of each month covering the financial activities during the period commencing with the 16th day of the previous month up to and including the 15th day of the then current month of all Home Mortgages serviced by the Servicer pursuant to this Servicing Agreement. The monthly report must list delinquencies and provide a status report on all foreclosure proceedings, if applicable. 7. The Servicer shall file, on or before April 1 of each year, a report for the period ending on December 31 of the preceding year, with the Trustee and the City showing the -3- financial status of the Home Mortgages, including principal outstanding and a status report on any real property acquired by the City as a result of foreclosure of a Home Mortgage, or otherwise, and, on or before 120 days after the fiscal year end of the Servicer, a copy of its financial statements for such fiscal year, together with the report thereon of its independent accountants and a report from such accountants relative to the examination of its mortgage loan operations. 8. In order adequately to protect the Trustee's interest on behalf of the City in a Home Mortgage, Servicer shall, upon becoming aware of facts constituting the basis of a claim, promptly present claims against insurers to recover losses covered under Hazard Insurance, Special Hazard Insurance, and Private Mortgage insurance policies, and the Servicer shall pursue promptly the equitable settlement of such claims. 9. In the event of damage to a Home or losses due to any uninsured cause, the Servicer may advance its own funds towards the restoration of the damaged Home if the Servicer should determine that such an advance will increase the proceeds to the Trustee and City from any sale, after recovery of such advance by the Servicer, and that such advance is recoverable through sale of the Home or insurance settlements. 10. In the event that the Servicer discovers, or is notified by the City or the Trustee that either all or any portion of the Mortgagor's Affidavit executed pursuant to the Home Mortgage Purchase Agreement contains any materially incorrect statement of fact or that the Home Mortgage has been assumed in violation of Section 16 hereof or the Home Mortgage ceases to be insured by the Private Mortgage Insurer to the extent required, the Lender shall provide notice of default to the Mortgagor, declare the entire unpaid balance of the Home Mortgage due and payable within ten (10) days of said notice, and pursue foreclosure remedies on behalf of the City if the Mortgagor does not pay in full the remaining balance of the Home Mortgage, together with accrued interest. within the aforesaid ten (10) day period. In the event that litigation relating solely to the constitutionality or legality of any acceleration clause arises from the exercise of such acceleration clause with respect to a particular Home Mortgage, the City, rather than the Lender, will be responsible for pursuing said litigation and foreclosure proceedings pursuant to said acceleration clause but only from Program Revenues available therefor. 11. In the event that a Home Mortgage becomes a defaulted Home Mortgage, including, without limitation, the event of default described in Section 10. hereof, the Servicer shall certify to the Trustee and to the City the name of the mortgagor and identification number of such defaulted Home Mortgage and the principal amount then due on the Home Mortgage. The Trustee shall, upon receipt of an Officer's Certificate so directing, execute and deliver to the Servicer, if required by law, an assignment for collection of the defaulted Home Mortgage, duly recorded and documentation, if any, as shall permit the Servicer to proceed, together with the original promissory note of the Mortgagor, the deed of trust or other lien instrument evidencing the lien of the Mortgage and the Mortgage Insurance certificates for which documents the Servicer shall receipt to the Trustee. The Servicer, at the direction of the City, and upon receipt of said documents from the Trustee, shall diligently take all steps, actions and proceedings necessary to assign such defaulted Home Mortgage to the Private Mortgage Insurer pursuant to the terms of the Mortgage Insurance policy, to foreclose the lien of the Mortgage, and, upon such assignment or foreclosure, collect the insurance (in cash) applicable to the defaulted Home Mortgage. If the Private Mortgage Insurer shall pay the insurance applicable to the -4- defaulted Home Mortgage, but shall determine not to accept an assignment of the Home _Mortgage, then the Servicer shall liquidate such Home Mortgage (or, if applicable, the mortgaged Horne) at the best price reasonably obtainable, including resale of the Home to an eligible Mortgagor upon such terms and conditions and with such financing arrangements as shall be approved by the City. 12. If the Servicer shall fail to comply with the requirements of this 'Servicing Agreement or with the rules and regulations of the applicable Private Mortgage Insurer providing the Private Mortgage Insurance, the Trustee on behalf of the City and the holders of the Bonds are entitled to all remedies provided by law, including without limitation, the right of indemnification for any losses caused by the Servicer's failure to so comply. 13. The City or the Trustee may terminate the Servicer, with or without cause, following thirty (30) days' written notice, provided that, if termination is without cause, the City shall, from moneys other than Pledged Revenues (as defined in the Indenture), pay a termination fee equal to one percent (1%) of the unpaid principal balance on all outstanding Home Mortgages then being serviced by the Servicer. In the event of a dispute with the City, the Trustee's decision to terminate the Servicer shall control. 14. Upon the happening of any one or more of the following events this Servicing Agreement may be terminated for cause: (a) Failure by the Servicer to deposit funds as required by this Servicing Agreement. (b) Failure by the Servicer duly to observe or perform in any material respect any other covenant, condition or agreement in this Agreement to be observed or performed, other than as referred to in subparagraph (a) of this paragraph, for a period of thirty days after written notice, specifying such failure and requesting that it be remedied,given to the Servicer by the City and the Trustee, unless the City and the Trustee shall agree in writing to an extension of such time prior to its expiration; provided, however, if the failure stated in the notice cannot be corrected within the applicable period, the City and the Trustee will not unreasonably withhold their consent to an extension of such time if corrective action is instituted by the Servicer within the applicable period and diligently pursued until the default is corrected. (c) A decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, shall have been entered against the Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of sixty days. (d) The Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to Servicer or of or relating to all or substantially all of its property. -5- (e) The Servicer shall admit in writing its inability to pay its debts generally as .They become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations. (f) Either the City or the Trustee shall reasonably determine that any representation of or warranty by the Servicer to the City or the Trustee is false in any material respect. 15. Upon termination of the Servicer, with or without cause, the Trustee on behalf of the City, shall terminate all the Servicer's rights and obligations concerning the servicing of the Home Mortgages and shall take whatever other legal action is necessary to collect the amounts due the City from the Servicer. During termination proceedings and following termination of this Servicing Agreement with the Servicer, the Trustee shall succeed to all rights and obligations of the Servicer regarding servicing of the Home Mortgages. If the Trustee is unwilling or unable to perform as Servicer, the Trustee shall appoint or petition a court of competent jurisdiction to appoint a Servicer acceptable to the City. The City covenants and agrees to reimburse the Trustee, from surplus revenues for any and all reasonable expenses incurred by the Trustee in either appointing a substitute servicer or undertaking the servicing function itself. In the event that the then generally prevailing fee paid to servicers of conventional single-family home mortgages in the area exceeds the servicing fee provided for herein, the City agrees to pay the substitute servicer or the Trustee, as the case may be, the amount of such excess as additional compensation over and above that which is provided for herein; provided, however, that the City's obligation to make such payments shall be limited to the amount of surplus revenue, if any, available to the City pursuant to the Indenture. 16. The City shall not approve an assumption of a Home Mortgage, except as hereinafter provided. The Servicer agrees to (i) provide an applicant with a form of application for approval of a Mortgage assumption; (ii) advise the applicant to complete and return such form directly to Servicer; (iii) obtain information with regard to the assumption including an executed copy of the contract of sale, written verification of the applicant's current employment and income whenever the credit reporting agency is unable to verify those items, and the income tax returns for the previous three calendar years; (iv) advise an applicant of the information and approvals, if any, Servicer must obtain or cause to be obtained in order for the application to be evaluated; and (v) comply with the requirements of any applicable law or regulation, including the provisions of this Agreement relating to assumption. The Servicer agrees to obtain promptly (i) a current credit report on the applicant (ii) written approval of the Private Mortgage Insurer, or commitments to insure, when applicable; and (iii) a verification or acceptable evidence of the source and amount of the down payment and payment of prepaid items to substantiate such information as shown in the application for approval of a loan assumption. Any costs and expenses incurred in connection with obtaining the foregoing shall be borne by the applicant and Servicer may request reimbursement from the applicant for costs and expenses incurred by Servicer in processing the request for assumption. -6- The Servicer has the authority to approve an application for a Home Mortgage assumption only in the event that the City and the Compliance Agent have approved such application and in the event that the following conditions are met: (1) The Home is located within the limits of the City of Huntington Beach and the applicant constitutes an Income Qualified Person or Family based on income limits in effect at the time of the assumption and based upon the same percentage of Orange Countywide median household income as applied to the original Mortgagor with respect to the Home. (2) The dwelling unit will be occupied by the Mortgagor as the Mortgagor's principal place of residence within sixty (60) days following execution of the Home Mortgage and that the Mortgagor intends to occupy the Home so long as the Home Mortgage is outstanding. (3) The Mortgagor has had no Present Ownership Interest in a principal residence at any time during the three (3) year period prior to the date on which the Home Mortgage is executed; except that this condition (3) shall not apply to the assumption of any Home Mortgage with respect to the original Mortgagor which was not required to satisfy such condition. (4) The Acquisition Cost of the Home does not exceed one hundred ten percent (110%) of the Average Area Purchase Price for existing residences at the time of assumption. (5) The Mortgage Insurer providing Private Mortgage Insurance has approved the assumption and commitments to insure are obtained. (6) The credit report on the applicant and other information possessed by Servicer reveal no adverse credit conditions which would affect applicant's stable monthly income. (7) There are no changes in the terms of the Home Mortgage other than the Mortgagor. If an application conforms to the conditions outlined above in subparagraphs (1) through (7) and Servicer approves the application for the Home Mortgage assumption, Servicer shall submit the application to the Compliance Agent and to the City for approval. The Compliance Agent will evaluate applications for compliance with the then applicable requirements of Section 103A of the Internal Revenue Code of 1954, as amended, for assumption of the Home Mortgage. The City will evaluate applications for approval of a Home Mortgage assumption on an individual basis, and Servicer agrees to concur in, and implement, the decision reached by City as to the assumption. The City will notify Servicer of the decision reached by the City with regard to an application for approval of a Home Mortgage assumption, and Servicer agrees to notify the applicant promptly of the City's decision and, if the assumption is not approved, of the reasons for such decision. The City will return to Servicer to be retained by Servicer as hereinafter provided all documents supplied by -7- Servicer to the City in connection with the application for Home Mortgage assumption approval The City will upon the approval of the Mortgage Insurer consent and will direct the Trustee to consent to the release of the original obligor upon assumption by a satisfactory Mortgagor. The Servicer shall make any disclosure and perform any acts necessary to comply with the requirements of any applicable law and regulation including, but not limited to, the Truth in Lending Act. Servicer shall assure that all insurance policies reflect the new ownership and take any action necessary to continue the benefits of Private Mortgage Insurance without interruption. As a part of the application, the Servicer shall obtain an affidavit of the proposal of a Mortgagor substantially in the form described in Section 3(A) of Exhibit A of the Home Mortgage Purchase Agreement and an affidavit of the seller of the Home substantially in the form described in Section 3(B) of said Exhibit A, and at the time of submission of the application to the City, the Servicer shall provide the Statement of Representation and Warranty substantially in the form referred to in Section 3(D) and Section 4 of said Exhibit A. At the time of approval of said assumption, the City shall provide the foregoing to the Trustee, together with an Officer's Certificate substantially in the form described in Section 3(C) of Exhibit A. -8- IN WITNESS WHEREOF the parties hereto have caused this Servicing Agreement to be executed in their names by an officer thereunto duly authorized on the dates hereinafter set forth. Date 1986 CHARTER OAKS MORTGAGE CORPORATION, THE SERVICER Title i Date l * Li 1986 CITY OF HUNTINGTON BEACH By City Administrator Date 1986 SECURITY PACIFIC'NATIONAL BANK, THE TRUSTEE, APPROVED AS TO FORM: By -' Assistant Vice President City Attorney AGREEMENT TO SUBSTITUTION International Mortgage Company, by its signature hereto, hereby consents and agrees to the substitution of Charter Oaks Mortgage Corporation as the Servicer of Home Mortgages heretofore being serviced by International Mortgage Company pursuant to the Servicing Agreement, dated as March 1, 1983, by and among the City of Huntington Beach, Security Pacific National Bank, as trustee, and International Mortgage Company. INTERNATIONAL MORTGAGE COMPANY, By Date 1986 -9- EXHIBIT A (Letterhead of Counsel to Servicer) (Date) City of Huntington Beach [insert address] City of Huntington Beach Home Mortgage Revenue Bonds, 1983 Series A Dear Sirs: We have acted as special counsel for Charter Oaks Mortgage Corporation (the "Servicer") in connection with its participation as Servicer in the Home Mortgage Financing Program (the "Program") which has been financed with the proceeds of Home Mortgage Revenue Bonds, 1983 Series A (the "Bonds") issued by the City of Huntington Beach (the "City"). In that connection we have examined originals or copies identified to our satisfaction of the Servicing Agreement between the Servicer, the City and Security Pacific National Bank, as trustee (the "Servicing Agreement") and such other documents we deemed necessary in order to render this opinion. Based on the foregoing, we are of the opinion that: (i) The Servicer is a duly created and lawfully existing (ii) The Servicing Agreement has been duly authorized, executed and delivered by the Servicer and, assuming due execution by the other parties to the Servicing Agreement, constitutes a valid, legal and binding instrument enforceable against the Servicer in accordance with its terms. (iii) The carrying out by the Servicer of the transactions contemplated by the Servicing Agreement will not violate the Charter or other relevant Page 2 organizational documents of the Servicer or any State or Federal statutes or regulations to which the Servicer is subject or any court order by which the Servicer is bound, and will not violate the provisions of, or constitute a default under, any agreement, indenture, mortgage, lease, note or other obligation or instrument to which the Servicer is a party and no approval or other action of any governmental authority or agency is required in connection therewith. (iv) To our knowledge, there is no action, suit, proceeding, inquiry or investigation at law or in equity or before or by any public board or body against or affecting the Servicer or any basis therefor, wherein an unfavorable decision, ruling or finding would adversely affect the transactions on the part of the Servicer contemplated by the Servicing Agreement. (v) To our knowledge, the Servicer is not in default in any material respect under any agreement, indenture, mortgage, lease, note or other obligation or instrument to which it is a party and the consummation by it of the transactions covered by this letter will not conflict with, or constitute a default under, any such agreement, indenture, mortgage, lease, note or other obligation or instrument. Very truly yours, H7479 Res. N05711 STATE OF CALIFORNIA ) COUNTY OF ORANGE ) so: CITY OF HUNTINGTON BEACH ) 1, ALICIA M. WENTWORTH, the duly elected, qualified City Clerk of the City of Huntington Beach, and ex-officio Clerk of the City Council of said City, do hereby certify that the whole number of members of the City Council of the City of Huntington Beach is seven; that the foregoing resolution was passed and adopted by the affirmative vote of more than a majority of all the members of said City Council at a regular meeting thereof held on the 6th day of nrt0har , 19 RA by the following vote: AYES: Councilmen: Kelly, MacAllister, Finley, Mandic, Bailey, Green, Thomas NOES: Councilmen: None ABSENT: Councilmen: Nn� Tz'e� City Clerk and ex-officio Clerk of the City Council of the City of Huntington Beach, California