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Exhibit 10.5
WHOLE LOAN CUSTODIAL AGREEMENT
ASPEN FUNDING CORP.
Purchaser,
60 Wall Street
New York, New York 10005
GEMINI SECURITIZATION CORP., LLC.
Purchaser,
60 Wall Street
New York, New York 10005
NEWPORT FUNDING CORP.
Purchaser,
60 Wall Street
New York, New York 10005
SEDONA CAPITAL FUNDING CORP., LLC
Purchaser
60 Wall Street
New York, New York 10005
and
AMERICAN HOME MORTGAGE CORP.
Seller,
538 Broadhollow Road
Melville, New York 11747
AMERICAN HOME MORTGAGE INVESTMENT CORP.
Seller,
538 Broadhollow Road
Melville, New York 11747
AMERICAN HOME MORTGAGE SERVICING, INC.,
Servicer,
4600 Regent Blvd., Suite 200
Irving, Texas 75063
and
DEUTSCHE BANK NATIONAL TRUST COMPANY
Custodian
1761 East St. Andrew Place
Santa Ana, California 92705
Attn: Mortgage Custody - AH069C
Dated as of September 22, 2006
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TABLE OF CONTENTS
Page
Section 1.
Definitions......................................................1
Section 2.
[Reserved].......................................................6
Section 3. Custodian as Custodian for, and Bailee of,
Purchasers, Assignee
and Warehouse
Lender.............................................6
Section 4. Certification by Custodian; Delivery of Documents;
Disbursement
Account; Settlement
Account......................................7
Section 5.
[Reserved]......................................................12
Section 6.
Default.........................................................12
Section 7. Access to
Documents.............................................12
Section 8. Custodian's Fees and Expenses; Successor Custodian;
Standard of
Care............................................................12
Section 9. Assignment by
Purchasers........................................16
Section 10.
Insurance.......................................................16
Section 11. Representations, Warranties and
Covenants.......................17
Section 12. No Adverse
Interests............................................18
Section 13.
Amendments......................................................18
Section 14. Execution in
Counterparts.......................................18
Section 15. Agreement for Exclusive Benefit of Parties;
Assignment..........18
Section 16. Effect of Invalidity of
Provisions..............................19
Section 17. Governing
Law...................................................19
Section 18. Consent to
Service..............................................19
Section 19.
Notices.........................................................19
Section 20.
Construction....................................................19
Section 21. Submission to
Jurisdiction......................................19
Section 22. WAIVER OF JURY
TRIAL............................................19
Section 23. Joint and Several
Liability.....................................20
Section 24. Authorized
Representatives......................................20
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EXHIBITS
Exhibit A-1 Trust Receipt
Exhibit A-2 Wet Mortgage Loan Trust Receipt
Exhibit B-1 Conduit Submission Package
Exhibit B-2 Master Bailee Letter
Exhibit C [Reserved]
Exhibit D-1 [Reserved]
Exhibit D-2 [Reserved]
Exhibit E- Warehouse Lender's Release
Exhibit F-l Seller's Release
Exhibit F-2 Seller's Wire Instructions
Exhibit G-l [Reserved]
Exhibit G-2 Purchaser's Wire Instructions to Custodian
Exhibit H Notice by Assignee to Custodian of Purchaser's
Default
Exhibit I Notice of Assignment
Exhibit J Form of Delivery Instructions
Exhibit K-1 [Reserved]
Exhibit K-2 [Reserved]
Exhibit L [Reserved]
Exhibit M Request for Release
Schedule A Loan Identification Data
Schedule B Authorized Representatives of Purchaser
Schedule C Authorized Representatives of Servicer
Schedule D Authorized Representatives of Seller
Schedule E Authorized Representatives of Custodian
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CUSTODIAL AGREEMENT
THIS CUSTODIAL AGREEMENT ("Agreement"), dated as of the date
set
forth on the cover page hereof (the "Effective Date"), is
entered into by and
among ASPEN FUNDING CORP., GEMINI SECURITIZATION CORP., LLC,
NEWPORT FUNDING
CORP. and SEDONA CAPITAL FUNDING CORP., LLC (each individually,
a "Purchaser"
and together, the "Purchasers"), DEUTSCHE BANK NATIONAL TRUST
COMPANY, as
custodian ("Custodian") and AMERICAN HOME MORTGAGE CORP.,
AMERICAN HOME MORTGAGE
INVESTMENT CORP., (each individually, a "Seller" and together,
the "Sellers")
and AMERICAN HOME MORTGAGE SERVICING, INC., (the
"Servicer").
PRELIMINARY STATEMENT
Purchasers have agreed to purchase from Sellers, from time to
time,
at their sole election, certain mortgage loans pursuant to the
terms and
conditions of the Whole Loan Purchase and Sale Agreement
("Purchase Agreement")
among Purchasers, Servicer, and Sellers. Servicer is obligated
to interim
service the Mortgage Loans pursuant to the terms and conditions
of the Purchase
Agreement. Purchasers desire to have Custodian take possession
of the Mortgage
Notes evidencing the Mortgage Loans, along with certain other
documents
specified herein, as the custodian for and bailee of the related
Purchaser or
Assignee in accordance with the terms and conditions hereof.
The parties hereto agree as follows:
Section 1. Definitions.
Capitalized terms used, but not defined, herein shall have
the
meanings set forth in the Purchase Agreement. As used in this
Agreement, the
following terms shall have the following meanings:
"Applicable Guide": With respect to each Takeout Investor
the
applicable guide published by such Takeout Investor setting
forth the
requirements Mortgage Loans must satisfy in order to be eligible
for
purchase by such Takeout Investor as amended or supplemented
from time to
time.
"Assignee": The party identified in writing to Sellers and
Custodian
by Purchasers from time to time who acts as agent for
certain
beneficiaries pursuant to certain custody agreements with
Purchasers.
"Assignment of Mortgage": An assignment of the Mortgage, notice
of
transfer or equivalent instrument sufficient under the laws of
the
jurisdiction wherein the related Mortgaged Property is located
to reflect
of record the sale of a Mortgage Loan.
"Bailee Letter": The master bailee letter, in the form of
Exhibit
B-2, for use by Custodian in connection with the delivery of a
Submission
Package, for the purpose of delivering the related Submission
Package,
excluding (i) a copy of the Confirmation, (ii) the Warehouse
Lender's
Release or the related Seller's Release, as applicable, and
(iii) the
original Assignment of Mortgage, in blank, to a Takeout
Investor.
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"Business Day": Any day other than (a) a Saturday, Sunday or
other
day on which banks located in The City of New York, New York or
California
are authorized or obligated by law or executive order to be
closed or (b)
any day on which the Servicer, Sellers, Purchasers or Custodian
is
authorized or obligated by law or executive order to be
closed.
"Commitment": A commitment executed by Takeout Investor and
the
related Seller evidencing Takeout Investor's agreement to
purchase one or
more Mortgage Loans from such Seller and such Seller's agreement
to sell
one or more Mortgage Loans to an investor in a forward trade by
the
applicable Expiration Date.
"Confirmation": A written confirmation as required by the
Purchase
Agreement of Purchaser's intent to purchase a pool of Mortgage
Loans.
"Custodian": The party identified on the cover page hereto and
its
permitted successors hereunder.
"Delivery Instructions": With respect to a Mortgage Loan,
instructions prepared by Sellers and transmitted electronically
in an
appropriate data layout no later than 11:00 a.m. New York City
time, in
the form of Exhibit J indicating the address for the delivery by
Custodian
of the applicable portion of the related Submission Package.
"Disbursement Account": shall have the meaning set forth in
Section
4(a)(2) hereof.
"Discount": With respect to a Mortgage Loan sold by the
related
Seller to the Purchaser, the amount set forth on the related
Confirmation
as the Discount.
"Electronic Agent": Shall have the meaning assigned to such term
in
Section 2 of the Electronic Tracking Agreement.
"Electronic Tracking Agreement" The Electronic Tracking
Agreement,
dated as of the date hereof, among the Purchasers, the Sellers,
the
Servicer, the Electronic Agent and MERS, as the same shall be
amended,
supplemented or otherwise modified from time to time.
"Expiration Date": With respect to any Commitment, the
expiration
date thereof.
"GNMA": The Government National Mortgage Association and any
successor thereto.
"HUD": United States Department of Housing and Urban Development
and
any successor thereto.
"Loan Identification Data": The applicable information regarding
a
Mortgage Loan, set forth on Schedule A, such schedule may be
modified from
time to time upon the consent of the Purchasers, Seller, and
Custodian
regarding all Mortgage Loans being offered for sale by such
Seller to such
Purchaser on the Purchase Date.
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"Losses": Any and all losses, claims, damages, liabilities
or
expenses (including lost interest and reasonable attorney's
fees) incurred
by any Person specified; provided, however that "Losses" shall
not include
losses, claims, damages, liabilities or expenses which would
have been
avoided had such Person taken reasonable actions to mitigate
such losses,
claims, damages, liabilities or expenses.
"MERS": Mortgage Electronic Registration Systems, Inc., a
corporation organized and existing under the laws of the State
of
Delaware, or any successor thereto.
"MERS Mortgage Loan": Any Mortgage Loan as to which the
related
Mortgage or assignment of Mortgage has been recorded in the name
of MERS,
as agent for the holder from time to time of the Mortgage Note
and which
is identified as a MERS Mortgage Loan on the related Loan
Identification
Data."
"MERS Report": The schedule listing MERS Mortgage Loans and
other
information prepared by the Electronic Agent with respect to
such Mortgage
Loan.
"MERS System": The system of recording transfers of
Mortgages
electronically maintained by MERS.
"MIN": The mortgage identification number of Mortgage Loans
registered with MERS on the MERS System.
"Mortgage": A mortgage, deed of trust or other security
instrument
creating a lien on an estate in fee simple in real property
securing a
Mortgage Note.
"Mortgage Loan": A mortgage loan that is subject to this
Agreement.
"Mortgage Note": The note or other evidence of the indebtedness
of a
Mortgagor secured by a Mortgage.
"Mortgaged Property": The property subject to the lien of
the
Mortgage securing a Mortgage Note.
"Mortgagor": The obligor on a Mortgage Note.
"Notice of Bailment": A notice, in the form of Schedule A to
Exhibit
B-2, as applicable, delivered by Custodian to Takeout Investor
in
connection with each delivery to Takeout Investor of the
applicable
portion of each Submission Package.
"Person": Any individual, corporation, partnership, joint
venture,
association, joint stock company, trust (including any
beneficiary
thereof), unincorporated organization or government or any
agency or
political subdivision thereof.
"Pricing Side Letter": The pricing side letter, dated as of the
date
hereof, among Sellers, Servicer and Purchasers, as the same may
be
amended, supplemented or modified from time to time.
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"Primary Mortgage Insurer": Any one of GE Capital Mortgage
Insurance
Co., Republic Mortgage Insurance Co., Mortgage Guaranty
Insurance Corp.,
United Guaranty Corporation or PMI Mortgage Insurance Company or
any other
entity approved as a primary mortgage insurer by Fannie Mae.
"Purchase Agreement": The Whole Loan Purchase and Sale
Agreement,
dated as of the date set forth on the cover page thereof, among
Sellers,
Servicer and Purchasers, as each is amended from time to time
providing
the terms of Transactions.
"Purchase Date": With respect to any Mortgage Loan Pool
purchased by
a Purchaser pursuant to the Purchase Agreement, the date of
payment
thereof by such Purchaser to the related Seller and/or any
warehouse
lenders, as applicable, of the Purchase Price.
"Purchasers": Aspen Funding Corp., Gemini Securitization Corp.,
LLC,
Newport Funding Corp. and Sedona Capital Funding Corp., LLC,
each a
Purchaser and together "Purchasers". With respect to any
Mortgage Loan,
the related Purchaser whose name is set forth on the cover page
hereof to
whom the Seller sold such Mortgage Loan pursuant to the terms of
the
Purchase Agreement, and its permitted successors hereunder.
"Purchase Price": With respect to each Mortgage Loan Pool
purchased
by a Purchaser hereunder, the amount specified in the
related
Confirmation.
"Purchaser's Wire Instructions to Custodian": The wire
instructions
delivered by the related Purchaser to Custodian, in the form of
Exhibit
G-2, executed by such Purchaser, receipt of which has been
acknowledged by
Custodian specifying the wire address where all funds received
in
accordance with such Purchaser's Wire Instructions from the
related Seller
shall be transferred by Custodian.
"Release Payment": The funds referred to in a Warehouse
Lender's
Release or the related Seller's Release, as applicable.
"Sellers": American Home Mortgage Corp. and American Home
Mortgage
Investment Corp., each a Seller and together "Sellers". With
respect to
any Mortgage Loan, the related Seller whose name is set forth on
the cover
page hereof from whom the Purchaser purchased such Mortgage Loan
pursuant
to the terms of the Purchase Agreement, and its permitted
successors
hereunder.
"Seller's Release": A letter, in the form of Exhibit F-1,
delivered
by the related Seller when no Warehouse Lender has an interest
in a
Mortgage Loan, conditionally releasing all of such Seller's
right, title
and interest in a Mortgage Loan upon receipt of payment by such
Seller.
"Seller's Wire Instructions": The wire instructions, set forth
in a
letter in the form of Exhibit F-2, to be used for the payment of
funds to
the related Seller when no Warehouse Lender has an interest in
the
Mortgage Loans to which such payment relates.
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"Submission Package": The documents listed on Exhibit B-1,
which
shall be delivered by the related Seller to Custodian in
connection with
each Transaction.
"Successor Servicer": An entity designated by Purchasers, in
conformity with the Purchase Agreement, to replace Servicer as
servicer
for Purchaser.
"Takeout Investor": A takeout investor approved by the
Purchasers.
"Trade Assignment": The assignment by the related Seller to
the
related Purchaser (as communicated by the related Purchaser to
the
Sellers) of such Seller's rights under a specific Commitment, in
the form
of Exhibit A-1 of the Purchase Agreement , or of such Seller's
rights
under all Commitments, in the form of Exhibit A-2 of the
Purchase
Agreement.
"Trade Price": The trade price set forth on a Commitment.
"Trade Principal": With respect to any Mortgage Loan, the
outstanding principal balance of the Mortgage Loan multiplied by
a
percentage equal to the Trade Price.
"Transaction": A transaction initiated by the related
Seller's
delivery of Loan Identification Data which identifies the
Takeout
Investor.
"Trust Receipt": A receipt of Custodian, substantially in the
form
of Exhibit A-1, or with respect to Wet Mortgage Loans in the
form of
Exhibit A-2, indicating that with respect to the Mortgage Loans
listed on
the attached schedule, the Custodian has performed the
procedures set
forth in Sections 4(a) and 4(b) hereof, that it has received the
entire
Submission Package, as applicable, and that it is holding such
documents
as bailee and custodian of the related Purchaser.
"Warehouse Lender": Any lender providing financing to the
related
Seller for the purpose of originating Mortgage Loans, which
lender has a
security interest in such Mortgage Loans as collateral for the
obligations
of such Seller to such lender.
"Warehouse Lender's Release": A letter, in the form of Exhibit
E,
from a Warehouse Lender to the related Purchaser (as
communicated by the
related Purchaser to the Sellers) conditionally releasing all of
Warehouse
Lender's right, title and interest in certain Mortgage Loans
identified
therein upon payment to Warehouse Lender and containing the
Warehouse
Lender's Wire Instructions.
"Warehouse Lender's Wire Instructions": The wire instructions,
set
forth in Exhibit E, from a Warehouse Lender to the related
Purchaser,
setting forth wire instructions for all amounts due and payable
to such
Warehouse Lender.
"Wet Mortgage Loan": Mortgage Loans for which the Custodian has
not
(i) yet received a completed set of documents required to be
delivered to
the Custodian pursuant to this Agreement, (ii) reviewed the
related
Submission Package pursuant to Section 4(2)(b)(i), or (iii)
issued a Trust
Receipt in the form of Exhibit A-1.
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<PAGE>
Section 2. [Reserved].
Section 3. Custodian as Custodian for, and Bailee of,
Purchasers,
Assignee and Warehouse Lender.
(a) (i) With respect to each Mortgage Note, each Assignment
of
Mortgage and all other documents constituting each Submission
Package that are
delivered to Custodian or that at any time come into Custodian's
possession,
Custodian, subject to the provisions of paragraphs (b) and (c)
of this Section
3, shall act solely and exclusively in the capacity of custodian
for, and bailee
of, the related Purchaser after the payment by the related
Purchaser to the
related Seller of the Purchase Price therefor. Custodian shall,
subject to the
provisions of paragraphs (b) and (c) of this Section 3 and
except as otherwise
required by Section 4: (i) hold all documents constituting a
Submission Package
received by it for the exclusive use and benefit of the related
Purchaser; (ii)
make disposition thereof only in accordance with this Agreement
and the
directions of the related Purchaser; and (iii) have no
discretion or authority
to act in a manner which is in any respect contrary to its role
as custodian
with respect to its obligations under this Agreement. Custodian
shall segregate
and maintain continuous custody of all documents constituting a
Submission
Package received by it in secure and fire resistant facilities
in accordance
with customary standards for such custody and shall mark its
books and records
to indicate that the related Purchaser is the owner of the
Mortgage Loans and
that the Submission Package is being held for such
Purchaser.
(b) With respect to each Mortgage Loan purchased by the
related
Purchaser from the related Seller, the related Purchaser shall
have the right to
assign to Assignee such Mortgage Loan as described in Section 9.
The related
Purchaser shall, except if the Assignee is an Affiliate of such
Purchaser or a
commercial paper conduit of such Purchaser, provide Custodian
with at least five
(5) Business Days notice of its intention to assign any Mortgage
Loans to an
Assignee. Following an assignment to an Assignee, upon receipt
of written notice
by Custodian of such assignment or upon notice in the form of
Exhibit H hereto
by Assignee to Custodian of the related Purchaser's default,
Assignee may (i)
require Custodian to act with respect to the related Submission
Packages solely
in the capacity of custodian for, and bailee of, Assignee, but
nevertheless
subject to and only in accordance with the terms of this
Agreement, (ii) require
Custodian to hold such Submission Packages for the exclusive use
and benefit of
Assignee, and (iii) assume the rights of such Purchaser under
this Agreement to
furnish instructions to Custodian as to the disposition of such
Submission
Packages and such rights shall be exercisable solely by
Assignee. Custodian
shall give Assignee written acknowledgment of the receipt of
such notice by
signing such notice and returning a copy thereof to Assignee;
provided that the
Custodian shall not be required to provide such acknowledgement
until the date
which is three (3) Business Days following the date that the
Custodian has
received all information necessary to allow the Custodian to
complete its
internal "Know Your Customer" procedures with respect to such
Assignee, except
if the Assignee is an Affiliate of Purchaser or a commercial
paper conduit of
Purchaser. In the event that, prior to receipt of such notice
from Assignee,
Custodian delivered any Submission Package specified in such
notice to the
related Purchaser, Takeout Investor or such Purchaser's
designee, Custodian
shall so notify Assignee, and Custodian shall not be deemed to
hold such
Submission Package for Assignee unless and until such Submission
Package is
redelivered to Custodian. The failure of Custodian to give the
written
acknowledgment referred to above shall not affect the validity
of such
assignment,
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pledge or grant of a security interest from the related
Purchaser to its
Assignee. The effects of Assignee's notice to Custodian set
forth above shall
continue until Custodian is otherwise notified in writing by
Assignee.
(c) Sellers and Purchasers acknowledge that the Warehouse
Lender, if
any, identified from time to time in each Warehouse Lender's
Release to be
received by Custodian pursuant to Section 4(b)(i), is a
warehouse lender for the
related Seller. The related Seller and Purchasers acknowledge
that, in
accordance with the terms of each Warehouse Lender's Release to
be received by
the Custodian pursuant to Section 4(b)(i), pursuant to which
each such Warehouse
Lender conditionally releases its security interest in the
Mortgage Loan
referred to in the related Warehouse Lender's Release, such
release shall not be
effective until the Release Payment is remitted to the Warehouse
Lender in
accordance with the Warehouse Lender's Wire Instructions. Until
remittance of a
Release Payment to Warehouse Lender, the interest of the related
Warehouse
Lender in a Mortgage Loan shall continue and remain in full
force and effect.
The related Seller agrees that to the extent the Release Payment
is greater than
the Purchase Price, the related Seller shall transfer on the
Purchase Date the
difference between the Release Payment and the Purchase Price to
the Settlement
Account.
(d) If any additional documents relating to the Submission
Package
come into the Custodian's possession, the provisions of
paragraphs (a), (b) and
(c) of this Section 3 shall apply to such additional documents
in the same
manner as such provisions apply to the related Submission
Package.
Section 4. Certification by Custodian; Delivery of
Documents;
Disbursement Account; Settlement Account.
(a) (i) With respect to each Mortgage Loan (excluding Wet
Mortgage
Loans), being offered by the related Seller for sale to the
related Purchaser
pursuant to a Transaction, Sellers shall insure that Custodian
and Purchaser
have each received the Loan Identification Data and the related
Seller's Wire
Instructions no later than 3:00 p.m. New York City time one (1)
Business Day
preceding the related Purchase Date (the "Dry Notice Time").
Further for each
Mortgage Loan (excluding Wet Mortgage Loans), Sellers shall
insure that
Custodian shall be in possession of a Submission Package for
each Mortgage Loan
identified in the Loan Identification Data no later than the Dry
Notice Time and
that no more than five hundred (500) loan files are to be
delivered to Custodian
with respect to any one Purchase Date. With respect to each Wet
Mortgage Loan
being offered by related Seller for sale to the related
Purchaser pursuant a
Transaction, Sellers shall (i) provide Purchaser with an
estimate of the
Purchase Price of such Wet Mortgage Loans no later than prior to
3:00 pm New
York City time one (1) Business Day prior to the requested
Purchase date and
(ii) ensure that Custodian and Purchaser have each received the
Loan
Identification Data and the related Seller's Wire Instructions
no later than
3:00 p.m. New York City time on the related Purchase Date.
Upon receipt by Custodian of such Mortgage Loan Identification
Data,
the related Seller's Wire Instructions and the related
Confirmation, Custodian
shall ascertain whether it is in possession of a Submission
Package for each
Mortgage Loan (except for Wet Mortgage Loans) identified in the
Loan
Identification Data and shall certify in accordance with Section
4(b)(i) herein,
each Submission Package and, no later than 12 Noon New York City
time on the
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Business Day of the related Purchase Date with respect to
Mortgage Loans (except
for Wet Mortgage Loans) and 4:00 pm New York City time on the
Business Day of
the related Purchase Date with respect to Wet Mortgage Loans,
issue to the
related Purchaser by facsimile a Trust Receipt substantially
similar to Exhibit
A-1 or Exhibit A-2, as applicable. Separate Trust Receipts shall
be delivered
with respect to Wet Mortgage Loans substantially similar to
Exhibit A-2. With
the exception of Wet Mortgage Loans as indicated in the Loan
Identification
Data, if Custodian is not in possession of a Submission Package
relating to a
Mortgage Loan identified in the Loan Identification Data,
Custodian shall notify
Sellers and shall not include such Mortgage Loan in any Trust
Receipt. Each
Trust Receipt or Wet Mortgage Loan Trust Receipt issued shall
supersede any
Trust Receipt or Wet Mortgage Loan Trust Receipt bearing an
earlier date.
(2) .With respect to Wet Mortgage Loans, Custodian shall
establish
and maintain an account (the "Disbursement Account"), entitled
"Disbursement
Account, Deutsche Bank National Trust Company, as Custodian for
Aspen Funding
Corp., Gemini Securitization Corp., LLC, Newport Funding Corp.
and Sedona
Capital Funding Corp., LLC, Account No. 54790," into which
Purchasers shall
deposit the Purchase Price for Wet Mortgage Loans with
Custodian. With respect
to any Wet Mortgage Loan, Purchasers shall remit the Purchase
Price to either
(i) the Custodian for deposit into the Disbursement Account no
later than Noon
New York City time on the related Purchase Date. Any funds in
the Disbursement
Account shall remain uninvested.
Provided that Custodian has received (i) the related wire
transfer
as provided in the prior paragraph and (ii) written notification
from the
Purchaser to release such funds, on any related Purchase Date,
the Custodian
shall be permitted to disburse funds from the Disbursement
Account pursuant to
related closing agent's wire instructions as set forth in the
Loan
Identification Data provided by the related Seller. In no event
shall Custodian
be obligated to disburse funds if Custodian has not received
sufficient funds
pursuant to Section 4(a)(2) above. Custodian shall have no
obligation to review
or verify Seller's Wire Instructions.
In connection with the funding of any Wet Mortgage Loans or
the
release of any other Mortgage Loan from the warehouse facility
of the related
Seller simultaneously with the purchase of such Mortgage Loan by
the related
Purchaser, the Sellers shall deposit into the Disbursement
Account (or provide
to Custodian for deposit into the Disbursement Account on such
Business Day) an
amount (the "Seller Funded Wire Amount") equal to the difference
between the
amount disbursed to the related closing agent as set forth in
the Loan
Identification Data and the amount to be funded by such
Purchaser from the
Disbursement Account in accordance herewith. Custodian shall not
be authorized
to disburse funds from the Disbursement Account unless and until
Sellers cover
any shortfalls related to the Disbursement Account.
(b) With respect to Loan Identification Data, prior to the
delivery
of a Trust Receipt by Custodian:
(i) Custodian shall review each applicable set of documents
comprising the Submission Package and shall ascertain whether
(A) each
document required by this Agreement to be in such Submission
Package is in
the Custodian's possession, (B) each document in the Cust
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