douglas d. brunelle and renee c. brunelle v. federal national mortgage association, green tree...

relevant transactions relating to the Real Property is annexed as Exhibit A hereto.

3. Brunelle and Mrs. Brunelle are being threatened by Defendants with a foreclosure

sale of their Real Property on Thursday, April 5, 2012, and this action is being brought to alert

the Defendants that they do not have the right to foreclose and sell for reasons set forth

hereinafter, and that anyone purchasing the Real Property at any such auction would be required

under law to reconvey the Real Property to Brunelle and Mrs. Brunelle, with possible liability of

Defendants for wrongful foreclosure damages. The Defendants are requested to refrain from

conducting the threatened auction (as a IIpractical injunctionll) to give the parties time to

determine their respective rights and obligations under what appears to be a securitized loan

governed under New York law.

4. Defendant, NORTHWEST TRUSTEE SERVICES, INC. (IiNorthwestll), with

offices at 1241 E. Dyer Road - Suite 250, Santa Ana, California 92705, served and filed (on

December 5, 2011) a Notice of Default and Election to Sell the Real Property under the Deed of

Trust, identifying Defendant Green Tree Servicing, LLC as the IIcreditorll• Upon information

and belief, Northwest is transacting business in New York.

5. Defendant, GREEN TREE SERVICING, LLC (IIGreen Tree"), with offices at

P.O. Box 6172, Rapid City SD 57709 and 345 St. Peter Street, St. Paul MN 55102, claims to be

the current servicer of the loan, and upon information and belief is a "Special Servicer" under a

Pooling and Servicing Agreement executed in New York, New York (the "Pooling and Servicing

Agreement"), which regulates the activities of Green Tree as a Special Servicer under New York

law. Upon information and belief, Green Tree is transacting business in New York.

6. Defendant, BANK OF AMERICA, N.A. ("BOA"), with offices at 1 Bryant Park

- Bank of America Tower, New York NY 10036-6728, was servicer of the loan under the

2

... MERS holds only legal title to the interests granted by Borrower in this Security Instrument, but, if necessary go comply with law or custom, MERS (as nominee for Lender and Lender's successors and assigns) has the right: to exercise any or all of those interests, including, but not limited to, the right to foreclose and sell the Property; and to take any action required of Lender including, but not limited to, releasing and canceling this Security Instrument.

10. JOHN DOES 1-100,000, representing any persons (other than governmental

agencies) claiming any interest in (i) the real property located in San Diego County, California,

with an address of 8535 Paradise Valley Road - Unit No. 29, Spring Valley, California 91977, or

(ii) any note or deed of trust or mortgage signed by Douglas D. Brunelle and/or Renee C.

Brunelle and secured by such real property, or (iii) any securities secured in whole or in part by

any interests in such real property.

11. Local, State and/or Federal government agencies and/or authorities having or

possibly having an interest in the Real Property have not been named as Defendants, nor are they

intended to be any of the named John Does, since the interests of such agencieslauthorities will

not be adversely affected by Plaintiffs' within action to quiet title and for other relief.

{end of parties section]

Numerous and Conflicting Claims of Ownership of the Note

12. The Note ($320,000 at 6.75% interest, 30-year, dated November 3, 2005) was

created through a refinancing during November, 2005 (see Exhibit A, page 4), and see Deed of

Trust recorded November 14, 2005 (Exhibit B hereto) and has apparently had at least the

following owners or purported owners:

A. First National Bank of Arizona (Exhibit A, 11122/05)

B. Bank One (Park Granada LLC) identified as creditor (Exhibit A, 12/5105)

4

C. Countrywide Home Loans, becoming loan servicer (Exhibit A, 111106), signaling

the probable securitization of the loan, involving various transfers of the Note [See Exhibit C

hereto, a Notice from Countrywide Home Loans to Brunelle advising Brunelle that loan

servicing rights were sold or transferred to Countrywide - account No. 115911929 - and that the

debt is owed to Bank One (Park Granada LLC)] which, upon information and belief, is an

affiliate of Countrywide and of BOA, and was engaged during 2005 and 2006 in securitizing

residential loans similar to Brunelle's loan.

1. To someone (called a "Depositor" in the securitization industry) buying a

group of notes for resale to a firm such as Merrill Lynch (which is also a Depositor as well as an

Underwriter);

2. To an underwriting firm such as Merrill Lynch,

3. To a group of underwriters,

4. To a REMIC trustee (or investor) under an Underwriting Agreement, Bill

of Sale, and Pooling and Servicing Agreement, all governed under New York Law, and taking

place in New York. Exhibit D is a copy of several pages from a Prospectus Supplement filed

with the SEC on January 31, 2006 by or with the participation of Countrywide, and upon

information and belief includes Brunelle's loan (Note and Mortgage).

D. BAC Home Loans Servicing, seeking to be named as mortgagee on the

Homeowners' Association master policy (Exhibit A, 7116/09, 7/16/10 and 7/18/11) and is loan

servicer for First National Bank of Arizona (Exhibit A, 7/1111)

E. FNMA, identified by MERSCORP as the creditor to whom the debt on the Note

is owed, purportedly (Exhibit A, 7/1/11).

F. Green Tree as new servicer, for FNMA (Exhibit A, 9/2-6/11)

5

G. Northwest, loan referred to Northwest for foreclosure (Exhibit A, 1118/11), with

the possibility that Northwest purchased the Note under the Pooling and Servicing Agreement.

13 This chain of title for the Note is lengthy and it is highly unlikely that all of the

assignments oftitle in the chain of title have taken place, and without defect (such as robo

signing or failure to have a power of attorney when required).

14. Accordingly, the Plaintiffs seek a Practical Injunction to enable the facts to be

determined before any sale of the Real Property takes place.

15. In addition to the apparent failure of Northwest or FNMA to have valid title, there

are other claims by Brunelle which are defenses to a foreclosure and sale, such as

A. loan modification fraud,

B. failure to negotiate a loan workout in good faith,

C. failure to give the Plaintiffs an option to remain in their Real Property when they

are willing and able to pay more for the Real Property (through a refinancing at the present

market value at present interest rate, through one of the Defendant banks or other source of

financing);

D. the existence of credit default swaps or mortgage insurance which is a predatory

lending practice making the beneficiary unwilling to negotiate a loan modification in good faith,

because only through sale of the Real Property can the insurance be received; and

E. through possible payment of the Note in whole or in part -

all matters which need to be determined before any auction sale of the Real Property should

occur. Also,

F. there is an apparent failure to advertise the sale properly, which leads the Plaintiff

to believe that a favored person is expecting to be able to buy the Real Property at an artificially

6

low price with the insurance carrier picking up the added cost.

Damages

16. Plaintiffs have been damaged by reason of Defendants' activities in an amount of

$110,000 or more, including the payment of excessive interest on the Note and legal fees

($10,000 estimated).

17. Plaintiff is entitled to a cancellation of Defendants' purported security interest in

the Real Property and a release from any liability to Defendants.

18. These actions by Defendants and any John Does, demonstrate a high degree of

moral turpitude and wanton dishonesty as to imply a near criminal indifference to the civil

obligations owed to the Plaintiffs, and thus, entitle the Plaintiffs to punitive damages in an

amount equal to 9 times their actual damages, along with any such further relief as this court

deems just and proper.

19. Plaintiff is entitled to their actual damages, pre-judgment interest, costs and

attorneys' fees.

DEFINITIONS

20. A. "County and State for the Real Property" means San Diego County,

California.

B. "Lender" refers to FNMA or such other person who owns or purports to

own the Note and to BOA, Green Tree or anyone else functioning as servicer or special servicer

of the loan represented by the Note, MERSCORP, any securitization (or REMIC) Trustee, and

the successors and predecessors thereof, and the John Doe defendants who have any interest or

claimed interest in the Real Property, Note and Mortgage including the (i) servicers of the loan

under any pooling and service agreement and (ii) investors in or legal or beneficial owners of any

7

part of the Note and Mortgage. The tenn "Lender" refers to all of the entities having any of the

interests, rights or duties under the Note and Mortgage existing in the owner of the Note and

Mortgage prior to any securitization of them, and also to any single entity in the chain of title

prior to start of the securitization process.

C. "Note and Mortgage" refers to the Note executed by Brunelle dated

November 3,2005 in the amount of$320,000 payable to First National Bank of Arizona and

Deed of Trust dated in November, 2005 and recorded on November 14,2005 (Exhibit B), as to

which Northwest claims there is more than $320,000 due and owing by Brunelle to the Lender.

The Note calls for 6.75% interest and matures December 1,2035. The loan number is

3318005672, and the MERSCORP identification (MIN) number for the loan is 1001355-

4000063836-2. The Deed of Trust names First American Title Company as Trustee, and

MERSCORP (Le., Mortgage Electronic Registration Systems, Inc. or "MERS" as "beneficiary"

and "Nominee").

D. "Original Note and Mortgage" refers to the original (or "wet-ink") Note

and Mortgage for the $320,000 loan as executed by the Plaintiff (Exhibit B as to the Mortgage).

E. "Practical Injunction" refers to voluntary discontinuance of the

threatened foreclosure sale of the Real Property by Northwest and the actual or purported Lender

now scheduled for April 5,2012, pursuant to a notice and warning in this Complaint, to enable

the parties to this lawsuit to detennine their respective rights and obligations, avoid incurring

injury or additional injury to the Plaintiffs, and to make the settlement of this lawsuit possible

through a reasonable loan modification agreement.

F. "Present Value of the Real Property" is equal to approximately

$180,000.

8

G. "Real Property" refers to the real property (a townhouse condominium

unit) described in the Note and Mortgage, with the property address of 8535 Paradise Valley

Road - Unit No. 29, Spring Valley, California 91977.

ADDITIONAL FACTS

21. Because ofa reduction in Brunelle's monthly income due to the loss of his full-

time permanent employment on November 6, 2009 caused by a deterioration of the economy

(resulting in part from financial activities ofMERSCORP, FNMA, BOA, Green Tree, the Lender

and others), the Plaintiffs no longer were able to make the monthly payments on the Note,

resulting in multiple applications by the Plaintiffs (starting in December, 2010) to BOA and the

Lender for a loan modification agreement, all of which applications were turned down or

ignored.

22. BOA and/or the Lender had a publicly declared position that they would not

entertain any loan modification applications unless the mortgagor was already in default.

Brunelle's loan modification application was first submitted when Brunelle was still current on

the loan. The application was not being processed (Le., it was being summarily rejected) by

BOA because of this requirement, unknown to the Plaintiffs, upon information and belief.

Brunelle stopped making payments and on February 16,2011, Brunelle received from BOA's

predecessor (BAC Home Loan Servicing, LP) a notice of intent to accelerate the loan and on or

about December 1, 2011 Brunelle received from Northwest a "Notice of Default and Election to

Sell Under Deed of Trust.

23. Upon information and belief, the loan modification application program of the

Defendants is a fraud, and is not based on any objective standards consistently applied, and

instead is biased in favor of denying any relief to enable one or more of the Defendants to collect

9

upon some type of insurance against loss based on a decline in value of the Plaintiffs' Real

Property, and possibly to enable one or more Defendants to obtain recovery in excess of their

supposed loss, but only if the Plaintiffs are forced to sell their Real Property through foreclosure

auction and sale or through a short sale.

24. MERS executed an "Assignment of Deed of Trust", purportedly effective

September 1,2011, which was recorded in the Office of the San Diego County Clerk. Upon

infonnation and belief, this document is part of the chain oftitle and is defective as a matter of

law, because MERS never had the right under law to assign notes and deeds of trust.

25. One of the signatures in the purported chain of title is purportedly of a Linda

Green, whose name is notorious as a robo-signer, thereby invalidating the document. See

http://4closurefi'aud.orgl20 11/1 O/14I1inda-green-robo-signing-signing-scandal-hits-allen-county-recorder-john-

mcgauley-thousands-of-suspect-documents-including-his-ownl

26. Plaintiffs were advised by BOA and the Lender that they would not obtain a loan

modification agreement and, instead, that they should either consider a "Short Sale" or a "Deed

in Lieu of Foreclosure" and move out of their Real Property.

Securitization of the Note and Mortgage by the Defendants (Upon Information and Beliet)

27. Upon infonnation and belief, one of the Defendants or a predecessor in interest

securitized the Note and Mortgage secured by the Real Property by selling the Note and

Mortgage to one or more unknown investment banking entities, which then resold various

interests or tranches in the Note and Mortgage together with thousands of other notes and

mortgages to many thousands of investors throughout the world. The result is that the interests

10

of the original mortgagee have been divided up among many thousands of individuals and other

entities, which the Plaintiff defines herein as part of the "Lender" (see ~ 20-B above).

28. Upon information and belief, one or more of the Defendants or predecessor in

interest obtained insurance covering the collective securitized interests in the form of a credit

default swap or other derivative instrument or insurance policy from American International

Group or similar entity which was intended among other things to make the securitized investors

whole even if some of the homeowner-mortgagors (such as Brunelle) defaulted on his mortgage

and obtained no effective workout assistance from the Defendant, or anyone acquiring an interest

from any of them. In other words, the securitization arrangements entered into secretly by one or

more of the Defendants and/or predecessor in interest, undermined and destroyed the Lender's

duty to negotiate in good faith with a financially troubled homeowner-mortgagor (such as

Brunelle) to try to reach a reasonable workout or loan modification agreement to keep the

Plaintiffs and others similarly situated in their property especially when the Real Property

declined in value below the amount of the unpaid amount of the mortgage.

29. Through this secret securitization process, one or more of the Defendant and/or

predecessor in interest created a secret property interest in the Plaintiffs' Real Property which

would give the Defendants and predecessor a higher profit if they forced a resale of the Real

Property through foreclosure and sale, or through short sale, at the reduced value of the Real

Property rather than provide an option to the Plaintiffs or other homeowners-mortgagors (who

were unable to continue making monthly payments of their respective notes and mortgages on

their original terms) to permit them to stay in their Real Property if they refinanced their

mortgage by reducing the principal amount of the mortgage to the present, "under water" or

substantially reduced value of the Real Property, and set the interest rate to the current rate of

11

interest for such a transaction (about 4.1 %), assuming the Plaintiff (or others similarly situated)

were able to service the loan as restructured.

30. Defendants and predecessor in interest did not offer to the Plaintiffs any

opportunity to remain in their Real Property through any restructuring of the loan as described in

the preceding paragraph, and (because of Brunelle's inability to afford paying the Note and

Mortgage as currently written) are being threatened with foreclosure for not being offered a loan

modification agreement based on the present value of the property (the "Real Property's Present

Market Value") and the present rate of interest for residential home loans of this type

(approximately 4.1 %).

31. Defendants should not be able to sell the Real Property at auction to the Plaintiffs'

next door neighbor when the Plaintiffs are able to service a mortgage based on that reduced

value.

32. Defendants were active in foreclosing on the mortgages of other homeowners

throughout the United States instead of offering them the opportunity to stay in their property

through a loan modification agreement based on the Real Property's Present Market Value and

present interest rates. These activities of Defendants constitute a continuing threat against the

Plaintiffs for Defendants to commence foreclosure proceedings against the Plaintiffs, while the

Defendants are admitting that they are willing to sell the Plaintiffs' Real Property at a distress

sale based on the Real Property's Present Market Value. Such auction sale price generally would

result in less than the Present Market Value, but Defendants are not willing to let the Plaintiffs or

Brunelle restructure the mortgage with a principal amount of loan based on the Real Property's

Present Market Value.

12

33. This unwillingness is a predatory lending practice and a defense to any

foreclosure lawsuit or non-judicial foreclosure by the Defendants or successors in interest, and

entitles the Plaintiffs to a declaratory judgment that the Defendants and their predecessors or

successors in interest (including the Lender) have no enforceable claim against Brunelle or the

Plaintiffs' Real Property.

34. Any sale of the Real Property by the Defendant or Lender as threatened for April

5,2012 would be wrongful, without right under law, and require the purchaser to return the Real

Property to the Plaintiffs, in accordance with the recent Ibanez decision by the Supreme Judicial

Court in Massachusetts, and subject the selling Defendant(s) to liability (a) to the Plaintiffs for

wrongful foreclosure and (b) to any innocent purchasers for damages caused by the wrongful

sale to them.

35. Upon information and belief, the Lender and/or the investors, if any, have a

requirement that a homeowner be in default before they will consider any loan modification

application. Such requirement jeopardizes the homeowner's credit rating and creates a risk of

causing injury to any business activities and employment aspirations of the homeowners. It is a

predatory lending practice by the Defendants, amounting to unclean hands, which is a defense to

any judicial foreclosure action or non-judicial foreclosure by them.

Fraudulent Loan Modification Program

36. Upon information and belief, BOA and the Lender have had, and continue to

have, a fraudulent loan modification program, by pretending to offer the possibility of a loan

modification agreement to Plaintiffs and other homeowners while simultaneously pursuing or

threatening to foreclose against the same homeowners, as part of a false and misleading "dual

track" process used by the Lender to lure mortgagor homeowners into defaulting on their

13

mortgages and any foreclosure actions. After encouraging homeowners to go into default, the

Lender then denies applications for loan modification and sells the mortgaged property without

judicial proceedings in most states, and after lulling homeowners into defaulting in foreclosure

actions against them in the other states. In this way, the Lender acquires the mortgaged

residential property at a distress price substantially lower than the actual market value for the

mortgaged property, to cash in on the secret, illegal insurance arrangements which encourage

throwing homeowners off their property through sale of the property rather than by giving

homeowners (including the Plaintiffs) a needed and deserved loan modification agreement to

keep them in their property.

37. The Plaintiff has applied for and been rejected by BOA and the Lender for a loan

modification agreement, without justification.

38. Upon information and belief, the dual-track process that BOA and the Lender

have pursued, and continue to pursue or would pursue, in its business dealings with the

homeowners including the Plaintiffs (and thousands of other similarly situated mortgagor

homeowners throughout the United States) is not, and is not intended as, a good faith attempt to

offer and negotiate a loan modification agreement. Instead, it is a ruse used by BOA and the

Lender to make the Plaintiffs and others similarly situated believe that there is a reasonable

opportunity for them to obtain a reasonable loan modification agreement when in fact there is no

such opportunity. The Lender has no intention of granting a loan modification agreement in the

vast majority of instances and instead is looking to create a default, to result in sale of the

property as described above, for the reasons set forth above.

39. The dual-track process is designed to create the appearance that BOA and the

Lender are working towards a resolution of the financial problem ofthe Plaintiffs and other

14

homeowners (with a loan modification agreement) while, behind the scenes, they are

aggressively pursuing or planning to pursue foreclosure and sale. The Lender and BOA are

leading the Plaintiffs and others similarly situated to believe that there is hope for a loan

modification agreement and no threat of foreclosure to lure them into going into default. But this

is not true. The Lender lulls the Plaintiff and others into a false sense of security (and deterring

them from seeking alternative refinancing or an extended period in which to sell their property at

the highest price) by pretending there is hope for a reasonable modification agreement when in

fact there is no hope. The Lender has no intention of granting any loan modification agreement

and plans to use the default to sell the Plaintiffs' and most other homeowners' property instead of

permitting the Plaintiffs and other homeowners to remain in their property through a reasonable

loan modification agreement.

40. This dual-track process is part of BOA's and the Lender's national business policy

for dealing with foreclosure actions in the judicial foreclosure states (including New York,

Florida, New Jersey and about 20 other states), and is the subject of various foreclosure-fraud,

class action lawsuits against BOA, Mellon (and other banks) in states including Maryland, New

Jersey and Massachusetts, as well as a federal suit in the Southern District of Indiana alleging

violations of RICO laws (see Index No. 10-01303).

AS AND FOR A FIRST CAUSE OF ACTION

Declaratory Judgment, Injunction, Damages - Predatory Lending Practice - Failure to Offer a Loan Modification Agreement in Principal Amount Equal to Present Value of the

Real Property and Present Market Interest Rate

(against Defendants FNMA, Nortllwest, BOA, Green Tree and Jolm Does)

41. Plaintiffs repeat and reallege each of the allegations set forth above as if fully set

forth herein.

IS

42 The Plaintiffs have a financial hardship and are unable to service the existing

Note and Mortgage based on the outstanding principal amount of more than $320,000, as has

been known to the Defendants (including the Lender) at all relevant times, through information

provided by Plaintiffs to BOA (or the Lender).

43. The Plaintiffs have lived in the Real Property since 2002 (purchased 9 years after

Brunelle's retirement from the U.S. Army) and want to continue doing so, and believe that the

loss of their property through foreclosure sale could result in a a lower life expectancy through

anxiety, despair and failure to stop the illegal, predatory and destructive practices of the

defendants, when all they need to do is grant a reasonable loan modification agreement - and

wind up with as much or significantly more value than they can lawfully obtain through

foreclosure and sale. The Plaintiffs have the capacity to pay a reasonable loan modification

agreement and as such they should have an option to remain in the Real Property by being able

to give to the appropriate Defendant(s) through a loan modification agreement at the current

interest rate an amount in value equal to or greater than the amount the Defendant(s) can lawfully

realize through their threatened foreclosure on April 5, 2012.

44. The Plaintiffs have the financial capacity to service a restructured mortgage loan

in the principal amount of the Real Property's Present Market Value, at the present market rate

of interest of about 4.1 %.

45. Because the Plaintiffs are unable to service the Note and Mortgage as they are

presently structured, the Plaintiffs are threatened with the loss of the Real Property through said

scheduled foreclosure and sale, in which case the Defendants (or the Lender) will only obtain, at

most, the Real Property's Present Market Value, and an opportunity to finance a new owner of

the property at the current market rate of interest.

16

46. The Plaintiffs are willing and able to pay to the Lender andlor their successors in

interest the full amount which they are lawfully able to obtain through a foreclosure (through

refinancing with one of the Defendants or through another bank), and the failure of the

Defendant (or the Lender) to provide a right of first refusal or offer for the Plaintiffs to remain in

their Real Property under these terms is a predatory lending practice, and is a defense to any

foreclosure action, and disables Defendants (or the Lender and their successors) from asserting

any rights they may have otherwise as to the Plaintiffs' mortgaged property.

Relief

47. Plaintiff are entitled to a declaratory judgment, under CPLR 3001 AND 3017, that

A. The Lender and any successors in interest have forfeited their rights under the

Note and Mortgage to foreclose and sell the Real Property by their failure to provide the

Plaintiffs with the foregoing option to remain in the Real Property;

B. The documents on which the Lender, as well as anyone taking from or through

the Lender, are basing their attempts to collect mortgage payments from Brunelle concerning the

Real Property are invalid and unenforceable;

C. Plaintiffs' interest in the Real Property is without any lien or encumbrance of any

of the Lender or anyone with an alleged interest from or through the Lender.

48. Plaintiffs are entitled to a preliminary and permanent injunction against the

Lender and anyone taking from or through the Lender

A. prohibiting them from offering, selling, transferring, changing or otherwise

dealing with any actual or alleged interests in the Note and Mortgage or in the Plaintiffs' Real

Property; and

17

B. Directing the Lender to seek removal, deletion or expunging from the County

Clerk's records in the County and State for the Real Property, or elsewhere in such State, all

documents (including mortgages, deeds of trust, UCCI financing statements, notices of lis

pendens or default or auction sale) filed against the Real Property by the Lender or any

predecessors or successors thereto.

49. Plaintiffs have been damaged by reason of the Lender's activities in an amount of

$145,000 or more, including the payment of excessive interest on the Note and Mortgage

($135,000) and legal fees ($10,000 estimated).

50. Plaintiffs are entitled to a cancellation of the Lender's security interest in the Real

Property and a release from any liability to the Lender.

51. These actions by the Lender, including the named Defendants and the John Doe

investors, demonstrate a high degree of moral turpitude and wanton dishonesty as to imply a near

criminal indifference to the civil obligations owed to the Plaintiffs, and thus, entitle the Plaintiffs

to punitive damages in an amount equal to 9 times their actual damages, along with any such

further relief as this court deems just and proper.

52. Plaintiffs are entitled to their actual damages, pre-judgment interest, costs and

attorneys' fees.

18

AS AND FOR A SECOND CAUSE OF ACTION

Declaratory Judgment, Injunction, Damages: Defendants Lack Standing to Demand or Receive Mortgage Payments or to Foreclose on the Mortgage for Failure to Own the

Original Note and Mortgage

(against Defendants FNMA, Nortilwest, BOA, Green Tree, MERSCORP and Jolm Does)


forth herein.

54. Upon information and belief, none of the Defendants has the original Note or

Mortgage and that the Note and Mortgage have been destroyed intentionally or transferred to

persons unknown as part of a complex securitization process.

55. Upon information and belief, there are one or more unknown persons or entities

with an interest in one or more of the Note and Mortgage who could make claim against

Plaintiff Brunelle and the Real Property superior to the alleged claims of the Lender.

Relief

56. Plaintiffs are entitled to a declaratory judgment, under CPLR 3001 AND 3017,

that

A. The Defendants and any successors in interest have no enforceable interest in the

Note and/or Mortgage or the Real Property;


the Lender, is basing its attempts to collect mortgage payments from Plaintiff Brunelle

concerning the Real Property are invalid and unenforceable;

C. Plaintiffs' interest in the Real Property is without any lien or encumbrance of the

Lender or anyone with an alleged interest from or through the Lender or any of the Defendants.

19

D. The Lender and anyone taking from or through the Lender or any of the

Defendants are enjoined permanently from offering, selling, transferring, changing or otherwise


Property; and

E. The Defendants are directed to seek removal, deletion or expunging from the

County Clerk's records in the County and State for the Real Property, or elsewhere in the State,

all documents (including mortgages, deeds of trust, VCC 1 financing statements, notices of lis


successors thereto.


$145,000 or more, including payment of excessive interest ($135,000 or more) and legal

expenses ($10,000 or more).

58. These actions by the Lender, including the name Defendants and the John Doe





59. Plaintiffs are entitled to their actual damages, pre-jUdgment interest, costs and

attorneys' fees.

20

AS AND FOR A THIRD CAUSE OF ACTION

Breach of Contract for Securitizing Plaintiff's Note and Mortgage

(against Defendants FNMA, Nortl,west, BOA, Green Tree, MERSCORP and Jolm Does)


forth herein, upon information and belief.

61. Upon information and belief, one of the Lender's predecessors [probably

Countrywide, a New York corporation, or its affiliate, Bank One (Park Granada LLC)] sold

and/or transferred its interest to a third-party as part of a securitization process for the Real

Property, Note and Mortgage. See Exhibit C.

62. The Lender's sale and transfer of its interest in the original Note and Mortgage,

upon information and belief, was accomplished by and through the pooling together of the note

and mortgage with other residential notes and mortgages for the purpose of creating publicly

marketable securities that were subsequently sold and/or resold to many of the John Does.

63. The securitization of such Note and Mortgage amounted to a breach of contract

with Plaintiff Brunelle for various reasons including the loss of an entity with an interest in

providing a reasonable loan modification agreement to the Plaintiffs, the secret insurance

arrangements without an insurable interest as alleged above, and leaving the Plaintiffs unable to

ascertain who is in fact the rightful owner of the Note and Mortgage, creating the risk that

multiple parties, including but not limited to the Defendants may pursue multiple actions to

collect mortgage payments based on the Note and Mortgage.

64. This securitization of the Note and Mortgage also amounts to a breach of contract

because it has resulted in the unlawful interference, by Defendants, with Plaintiffs' right to

peaceful and undisturbed possession and use of the Real Property through foreclosure, auction

21

and eviction and through threats of lawsuits from John Does and their potentially thousands of

successors in interest.

Relief

65. Plaintiffs are entitled to a declaratory judgment, under CPLR 3001 AND 3017,

that

A. The Lender has no enforceable interest in the Note and/or Mortgage or the Real

Property;


the Lender, is basing its monthly receipt of mortgage payments from Plaintiff Brunelle

concerning the Real Property are invalid and unenforceable;

C. Plaintiffs' interest in the Real Property is without any lien or encumbrance of the

Lender or anyone with an alleged interest from or through the Lender or any of the Defendants.

D. The Lender and anyone taking from or through the Lender or any of the

Defendants are enjoined pennanently from offering, selling, transferring, changing or otherwise


Property; and

E. The Defendants are directed to seek removal, deletion or expunging from the

County Clerk's records in the County and State for the Real Property, or elsewhere in the State,

all documents (including mortgages, deeds of trust, VCC! financing statements, notices of lis


successors thereto.

22


$145,000 or more, including payment of excessive interest ($135,000 or more) and legal

expenses ($10,000 or more).

67. These actions by the Lender, including the named Defendants and the John Doe





68. Plaintiffs are entitled to their actual damages, pre-judgment interest, costs and

attorneys' fees.

AS AND FOR A FOURTH CAUSE OF ACTION

Fraud for Demanding and Collecting Monthly Mortgage Payments under False Pretenses

(plaintiff Brunelle against Defendants FNMA, BOA, Green Tree and Jolin Does)

69. Plaintiff repeats and realleges each of the allegations set forth above as if fully set

forth herein, and further alleges, upon information and belief, that the activities of the Lender

amount to the collection of monthly mortgage payments from Brunelle under false pretenses.

70. From inception to the present, the above-identified Defendants (hereinafter, the

"Lender"), through agents andlor predecessors in interest, made false representations of material

fact by demanding (and thereafter collecting) mortgage payments from Brunelle.

71. Each time the Lender, or any of its predecessors or successors in interest, sent its

monthly mortgage statement to Plaintiff Brunelle, it has represented, impliedly or literally, that it

23

has the right to demand and collect such payments under the Note and Mortgage concerning the

Real Property.

72. Upon infonnation and belief, each such representation was a false representation

of material fact.

73. These representations of material fact by the Lender were made knowingly and

for the purpose of inducing said Plaintiff to make the mortgage payments to the Lender and/or its

predecessor in interest.

74. The Lender acted with scienter, and intended that Brunelle rely on the

representations.

75. Plaintiff Brunelle reasonably relied on each of such representations to his

detriment, by making the requested mortgage payments to the Lender or any of its predecessors.

76. The Lender knew the representations to be false at the time they were made to

Plaintiff Brunelle.

77. Plaintiff Brunelle reasonably relied on these false representations made by the

Lender when making payments on the Note and Mortgage between inception and the present.

78. The Lender collected payments resulting from PlaintiffBrunelle's reasonable

reliance despite knowing that the Lender was not, and is not, and was not representing, the

rightful owner in possession of the Original of the set of the Note and Mortgage involved, and

thus, was not, and is not, in fact entitled to collect such payments from said Plaintiff as to the

Note and Mortgage.

79. The payments to be made by Plaintiff Brunelle were demanded by the Lender

under false pretenses.

24

80. Plaintiff Brunelle has been injured by his reasonable reliance because he made

payments on the Note and Mortgage to Defendants BOA, FNMA and possibly one or more of

the John Doe investors, which entities (upon information and belief) are not the owner in

possession of the Note and Mortgage, and do not represent the owner or possessor of such, and

as a result, are not in fact entitled to collect payment for the Note and Mortgage.

Relief

81. In light of these actions by the Lender, Plaintiff Brunelle is entitled to a refund of

all payments made by him to such defendants, amounting to about $135,000, plus pre-judgment

interest.

82. These actions by the Lender, including Defendants FNMA, BOA and the John

Doe investors, demonstrate a high degree of moral turpitude and wanton dishonesty as to imply a

near criminal indifference to the civil obligations owed to said Plaintiff, and thus, entitle said

Plaintiff to punitive damages in an amount equal to 9 times his actual damages, along with any

such further relief as this court deems just and proper.

AS AND FOR A FIFTH CAUSE OF ACTION

Violation of § 349 of the New York General Business Law and California Business & Professional Code §§ 17200, 17500

(Plaintiffs against Defendants FNMA, BOA, Green Tree, MERSCORP and Jolm Does)

83. Plaintiffs repeat and reallege each of the allegations set forth above, as if fully set

forth herein.

84. The activities of the Lender as alleged in the preceding causes of action constitute

deceptive acts and practices in the conduct of such defendants' businesses and furnishing of

25

services in the State of New York and similar California statutes, the California Business &

Professional Code §§ 17200, 17500 (the "California Statute").

Relief

85. The activities described in the preceding causes of action are prohibited by § 349

of the New York General Business Law and the California Statute, and thus, entitle Plaintiffs to

damages and relief as set forth in said sections of the New York General Business Law and the

California Statute, with any other and further relief as this Court deems just and proper.

86. Section 349(h) of the New York General Business Law provides:

(h) In addition to the right of action granted to the attorney general pursuant to this section, any person who has been injured by reason of any violation of this section may bring an action in his own name to enjoin such unlawful act or practice, an action to recover his actual damages or fifty dollars, whichever is greater, or both such actions. The court may, in its discretion, increase the award of damages to an amount not to exceed three times the actual damages up to one thousand dollars, if the court finds the defendant willfully or knowingly violated this section. The court may award reasonable attorney's fees to a prevailing plaintiff.

87. Under § 349(h), the Plaintiff is entitled to and requests a preliminary and

permanent injunction against Defendants FNMA, Green Tree and Northwest and the John Doe

investors to order them to stop these unlawful practices, and for an award of actual damages

caused to the Plaintiffs, and $1,000 in increased damages upon a finding that Defendants acted

willfully and knowingly to violate this provision of law. Also, Plaintiffs are entitled to an award

of attorney's fees.

88. Under the California Statute. the Defendants are prohibited from performing any

unlawful, unfair or fraudulent business act or practice and unfair, deceptive, untrue or misleading

advertising and any act prohibited by Chapter 1 (commencing with Section 17500) of Part 3 of

26

Division 7 of the Business and Professions Code and from publishing "false advertisements"

under § 17500 of the California Business & Professional Code.

89. Defendants' activities are in violation of the California Statute, causing damage to

the Plaintiffs, in the amount of $1 0,000 or more, to be proven with certainty at the time of trial.

AS AND FOR A SIXTH CAUSE OF ACTION

Manipulating Securities and Real Estate Markets Causing Frustration of Plaintiff Brunelle's Performance under the Note and Mortgage

(Brunelle against Defendants FNMA, BOA, Green Tree, MERSCORP and John Does)

90. Plaintiff Brunelle repeats and realleges each of the allegations set forth above, as

if fully set forth herein.

91. The Lender participated with other major banks and mortgage lenders to lend

money to unqualified borrowers (i.e., "subprime loans") or through predatory loans at

substantially higher interest rates and risks than the average mortgage loan and immediately

resell these high-risk subprime and/or predatory loans (including the loan to Plaintiff Brunelle) to

investment banking firms such as Goldman Sachs, Morgan Stanley, Lehman Brothers, Merrill

Lynch and Citigroup, which packaged them for worldwide resale as securities.

92. By making (subprime and/or predatory) home loans to unqualified borrowers such

as the Plaintiff, and adding transactional costs, fees and markups upon securitized resales, an

artificially high demand and price was created for residential homes, causing the market value of

real estate in the U.S. to increase substantially and artificially.

93. Because many of the loans were bad and predatory (including the loan to Plaintiff

Brunelle), the securities market collapsed and the market value of real estate also collapsed,

causing an economic crisis (Le., a severe recession or a depression) in the United States and

27

elsewhere in the world, and created a financial hardship for the Plaintiff and made him unable to

perform Under the Note and Mortgage as written.

94. The physical location where this securitization process centered, and at which

numerous witnesses and documentary evidence are located, is in New York County, New York,

the venue selected for this action by the Plaintiffs.

95. Upon infonnation and belief, the Lender was aware that the three main credit

rating agencies (Moody's, S&P and Fitch) were giving undeserved high credit ratings to the

securitization offerings, and that the resales were not investment grade securities, and that the

market for these securities and for real estate was being manipulated by the Lender and the

others participating with them.

96. Upon information and belief, the Lender, including each of the named Defendants

including John Does, was aware that the investment banking firms packaging and reselling the

securities were actively taking investment positions and insurance-type derivatives betting

against such securities and to profit from an expected decline in the value of the securities being

packaged and sold.

Relief

97. The activities of the Lender, including the named Defendants, amount to a

defense, or partial defense, for the Plaintiff as to the Lender's threatened foreclosure auction and

sale, at least to the extent that the value of the Real Estate declined, and the principal amount of

the loan which was predatory, and as to the predatory interest rate being charged on the Note and

Mortgage.

98. Plaintiff is entitled to a reduction in the principal amount of the Note and

Mortgage to the Real Property's Present Market Value, and a reduction of his mortgage interest

28

rate to the present market rate for new mortgages being created at this time (approximately

4.1%).

99. Brunelle alone or both Plaintiffs would be able to service the loan if modified in

accordance with the previous paragraph.

100. Plaintiff is entitled to a judgment of reformation to reform the Note and Mortgage

as set forth in two paragraphs above.

AS AND FOR AN SEVENTH CAUSE OF ACTION

Action to Quiet Title

(Plaintiffs against Defendants FNMA, BOA, Greell Tree, MERSCORP, Nortllwest "lid Jolin Does)

101. Plaintiffs repeat and reallege each of the allegations set forth above, as if fully set

forth herein.

102. Plaintiffs are the lawful owner of record of the Real Property.

103. The Lender, including the named Defendants and the John Doe investors, claim,

or might claim to have, a mortgage, security or other interests in the Real Property adverse to the

Plaintiffs' interests.

104. Upon information and belief, neither the Lender nor any of these Defendants has

any actionable or enforceable interest in the Real Property because none of them has produced

proof that it owns and/or possesses the original Note and Mortgage.

105. Upon information and belief, none of these named Defendants, which are the only

ones known to the Plaintiffs, is incompetent.

106. All other parties whose alleged interest in the Real Property may be affected by

this litigation have been identified as John Does or non-parties (see ~~ 10-11 above) [which have

29

not been made Defendants to this action because their respective interests in the Property will not

be affected by the outcome of this litigation].

Dam:tgcs

107. Plaintiffs are being threatened with Ihe loss of their Real Property, and with the

immediate lowering of their comparatively favorable credit rating, due to the wrongful and

illegal demands for monthly payment by Green Tree on behalf of the Lender, including the

named Defendants and the John Doe investors and their respective agents.

108. Plaintiffs are also being damaged by having to expend money and time bringing

suit to stop these and other possible Defendants from wrongfully taking over the Real Property

under false pretenses. Upon information and beliel~ Plaintiffs' attorneys ' fees and out-of-pocket

expenses will amount to more than $10,000, and loss by reason of excessive or inappropriate

interest charges has already exceeded $ 110,000.

109. Upon information and belieC the activities of the Lender, including the named

Defendants and the John Doe investors and their respective unknown principals and agents, are

willful and carried Ollt as part of a plan of divesting homeowners (including the Plaintiffs) of the

title to their real property under false pretenses for the purpose of repossessing these properties

and subsequently offering them for sale at a public auction, irrespective of valid defenses made

known to them by the homeowners and the other illegal purposes alleged above, all for the

purpose of crcating unnecessary costs and uncertainty for victimized property owncrs. When

sllccessful, the foregoing schemc has the result of creating illega l profits that would not

otherwise be realized by these Defendants and others acting in concert with them (such as

persons buying at suppressed auction sales).

30

110. Upon information and belief, many hundreds of thousands or millions of

homeowners in the United States are being victimized by this scheme being perpetrated by the

Lender, including the named Defendants and the John Doe investors, and unknown John Doe

principals.

Ill. The Lender is using these false pretenses and illegal practices to coerce its victims

into making excessively high, monthly mortgage payments, and when the victims refuse to make

such excessive payments, the Lender uses a "dual-track process" of offering a loan modification

to its victims (with no real intention or significant possibility of actually granting the loan

modification agreement) while another unknown Defendant (acting in concert) or the same

Defendant simultaneously pursues aggressive collection practices and foreclosure proceedings

against the victims (including the Plaintiffs herein) with little or no notice to any of the aggrieved

parties.

Relief

112. Plaintiffs are entitled to a final judgment in this action under the New York CPLR

3001 and 3017 and New York common law for the quieting oftitle to the Real Property, as

follows:

A. Declaring invalid and unenforceable any claim or interest to the Real Property by

any of the Defendants, as well as anyone taking from or through the Lender; and

B. Forever barring the Lender along with anyone taking from or through the Lender

from asserting or reasserting any note, mortgage, security or other interest in the Real Property;

and

31

116. The named Defendants and John Does had a policy of not entering into loan

modification agreements by a series of evasive tactics, including falsely claimed non-receipt or

loss of documents, requiring unnecessary documents, delaying decisions, requiring mortgagors

to deal with telephone representatives who did not know how to help the mortgagor-callers,

falsely claiming that papers were submitted too late, failing to apply industry standards of review

of loan modification applications, wearing out the mortgagor until he/she stopped sending loan

modification papers to the Defendants, giving modifications of small, inconsequential dollar

amounts, refusing to reduce principal amounts, failing to give credit to the loan for payments

made on account of trial modifications, deceiving mortgagors by calling a forbearance agreement

a "loan modification agreement", failing to negotiate a workout or loan modification agreement

in good faith, failing to abide by industry custom and usage of attempting to salvage a loan

through a workout or loan modification agreement, failing to tell borrowers where they could

find out the information they sought, failing to tell borrowers that the Defendants could not prove

chain of title to the Note and Mortgage, requiring the mortgagor to stop paying the mortgage and

go into default (thus exposing the mortgagor to foreclosure and sale automatically, without any

legal protection) and a variety of other tricks and techniques to ensure that a small percentage of

deserving applicants ever obtained a reasonable loan modification agreement, and instead would

result in a loss of the property to the homeowner-mortgagor, through auction sale or short sale.

117. Upon information and belief another reason for not granting and not wanting to

grant loan modification agreements is that doing so would require the Defendants to decrease the

stated accounting value of the loan from the principal amount of the note ($320,000) to the

Present Value of the Real Property ($180,000).

33

118. Another predatory practice is requiring homeowners to spell out "hardship" and

then use the hardship to deny a loan modification agreement. Defendants should be advising

their mortgagors of the consequences of overstating the alleged hardships, which is the denial of

their loan modification agreement applications.

119. Defendants' loan modification program is a fraud, for the foregoing reasons and

the additional reasons set forth below.

120. BOA failed to tell the Plaintiffs that BOA had no interest in entering into a loan

modification agreement because it wanted Brunelle to sell the Real Property, through foreclosure

auction or short sale, to enable Defendants to collect on insurance they had purchased to ensure

against default (which BOA had actually encouraged and created) or to cover any loss to the

mortgagee (or investors) by reason of a decline in value of the Real Property below the amount

owed on the Note.

121. The insurance arrangements were unknown to the Plaintiffs and constitute a

conflict of interest, because the insurance discourages the Defendants from performing their duty

under the loan agreement of negotiating in good faith to try to reach a workout or loan

modification agreement for a troubled borrower.

122. The Defendants' activities amount to a predatory lending practice designed to

cause mortgagors to lose their mortgaged properties through short sale or foreclosure sale,

instead of being able to retain ownership and possession through a loan modification agreement.

Relief

123. This is a predatory lending practice and the Plaintiffs are entitled to cancellation

of the loan (including the Note and Mortgage) as a consequence.

34

4. As to the Fourth Cause of Action - the relief described in ~~ 81-82 above.

5. As to the Fifth Cause of Action - the relief described in ~~ 85-89 above.

6. As to the Sixth Cause of Action - the relief described in ~~ 97-100 above.

7. As to the Seventh Cause of Action - the relief described in ~~ 112-114 above.

8. As to the Eighth Cause of Action - the relief described ~ 123 above.

9. As to All Eight Causes of Action: Such other and further relief which this Court

deems just and proper.

10. Pre-judgment interests, costs and attorneys' fees.

Dated: New York, New York April 2, 2012

Carl E. Person Attorney for the Plaintiffs, Douglas D. Brunelle

and Renee C. Brunelle 225 E. 36th Street - Suite 3A New York NY 10016-3664 Tel: (212) 307-4444 Fax: (212) 307-0247 Email: [email protected]

3S

Exhibit A

Exhibit A

February 23, 2012

Summary of case for

Douglas D. Brunelle 8535 Paradise Valley Road - Unit 29 Spring Valley, California 91977

On December 5,2011 a Notice of Default and Election to Sell Under Deed of Trust was filed against the above named property (APN 586-170-18-29) by

Northwest Trustee Services, Inc. 1241 E. Dyer Road - Suite 250 Santa Ana, CA 92705

on behalf of their client:

Green Tree Servicing LLC P.O. Box 6172 Rapid City, SO 57709

who Northwest has identified as being the "creditor" who is owed monies on a loan that Originated with the First National Bank of Arizona on November 3, 2005.

Page 1 of9

".

BACKSTORY

In 2002 Douglas D. Brunelle, retired military (22 years Army Band) obtained a loan to purchase a townhouse (unit #29) located at 8535 Paradise Valley Road in Spring Valley, CA. The loan was acquired via a broker (ARAMCO MORTGAGE) and was in the amount of $250,000.

Deed of Trust details

Loan 10: Dated: Lender: Trustee: Beneficiary:

0026140772 August1,2002 Wells Fargo Home Mortgage, Inc. Fidelity Nationallitle Insurance Company Wells Fargo Home Mortgage, Inc.

Promissory Note details

Loan Number: Dated: Lender:

0026140772 August 1, 2002 Wells Fargo Home Mortgage, Inc.

Rate: 6.125% fixed until September 2007, then would change to an adjustable rate not to exceed 11.125%

Maturity Date: September 1, 2032

In 2004 the loan was refinanced via a broker (don't recall the name) and 2 deeds of trust were created.

Deed of Trust #1 details

Loan Number: 0024167504 Dated: March 24, 2004 Note Amount: $238,500.00 Lender: World Savings Bank, FSB Trustee: Golden West Savings Association Service Co. Beneficiary: World Savings Bank, FSB Maximum Aggregate Principal Balance Secured by Deed of Trust: $298,125.00

Deed of Trust #2 details - Open End Deed of Trust (Securing Future Advances)

Loan Number: 0024166217 Dated: March 24, 2004 Lender: World Savings Bank, FSB Trustee: Golden West Savings Association Service Co. Beneficiary: World Savings Bank, FSB Equity Une of Credit Amount: $47,700.00


Unable to locate copy of note.

Page 2 of9

In 2005 the the original loan was refinanced a 2nd time. The new loan was acquired via a broker (don't recall the name) in the amount of $320,000. This is the current loan on the property.

Deed of Trust details

Loan Number: MIN Number: Dated: Lender: Trustee: Beneficiary: Nominee:

3318005672 1001355-4000063836-2 November 3, 2005 First National Bank of Arizona First American Title Company "MERS" Mortgage Electronic Registration Systems, Inc. "MERS" Mortgage Electronic Registration Systems, Inc.


Loan Number: Dated: Lender: Rate: Maturity Date:

3318005672 November 3, 2005 First National Bank of Arizona 6.7500% December 1, 2035

,

Page 3 of9

Timeline of loan activity for the townhouse 8535 Paradise Valley Road (Unit 29) in Spring Valley, California. A.P.N.586-170-18-29.

2002

- August 1, 2002 Obtained a $250,000 loan from Wells Fargo Home Mortgage, Inc. (Loan Number 0026140772)

2004 - March 24, 2004

Refinanced Wells Fargo loan with a $238,500.00 loan from World Savings Bank, FSB (Loan Number 0024167504)

- March 24, 2004 Opened an equity line of credit account for $47,700.00 with World Savings Bank, FSB (Loan Number 0024166217)

- April 2, 2004 Paid off Wells Fargo Home Mortgage, Inc. (Loan Number 0026140772)

2005

- September 14, 2005 World Savings Bank, FSB charges a $4,770.00 prepayment fee when a payoff demand is submitted to them for Loan Number 0024166217.

- November 3, 2005 Refinanced World Savings Bank. FSB loans with a $320,000.00 loan from First National Bank of Arizona (Loan Number 318005672) (MIN Number 1001355-4000063836-2)

- November 22, 2005 Received letter from Chicago Title Closing Services stating that escrow closed on November 14, 2011 for the First National Bank of Arizona loan.

- November 29, 2005 Paid off World Savings Bank, FSB (Loan Number 0024167504)

- November 30, 2005 Paid off World Savings Bank, FSB (Loan Number 0024166217)

- December 5, 2005 Bank One (Park Granada LLC) is identified as the creditor to whom the debt is owed for the First National Bank of Arizona loan.

Page 4 of9

2006

- January 1, 2006 Countrywide Home Loans (Account Number 115911929) becomes loan servicerof First National Bank of Arizona (Loan Number 318005672)

2008

- June 30, 2008 First National Bank of Arizona merged with First National Bank of Nevada.

- July 25, 2008 First National Bank of Nevada was closed by the Office of the Comptroller of Currency (OCC). FDIC was named the Receiver.

2009

- May 1, 2009 BAC Home Loans Servicing, LP (Account Number 115911929) becomes servicer of First National Bank of Arizona (Loan Number 318005672)

- July 16, 2009 Received letter from BAC Home Loans Servicing, LP. requesting to be listed as mortgagee on the Homeowners' Association master policy.

- November 6, 2009 Lost full-time permanent employment with QinetiQ North America - Mission Solutions Group.

2010

- July 16, 2010 Received Jetter from SAC Home Loans Servicing, LP. requesting to be listed as mortgagee on the Homeowners' Association master policy.

- December 2010 Telephoned BAC Home Loans Servicing, LP to discuss loan modification options.

- December 31,2010 Received application packet from BAC Home Loans Servicing, LP for Home Affordable Modification Program.

Page 5 of9

2011

- January 4,2011 Submitted application packet for Making Home Affordable Program to SAC Home Loan Servicing, LP. Packet sent via FedEx.

- January 6, 2011 Application packet for Making Home Affordable Program was delivered via FedEx to SAC Home Loan Servicing, LP.

- January 18, 2011 Received letter from SAC Home Loan Servicing, LP regarding options to avoid foreclosure.

- January 31, 2011 Called SAC Home Loans Servicing, LP to follow up on loan modification application. was informed that there was documentation missing from packet. Wrote letter to Merissa Sherrill which summarized activity to date. Faxed letter and copies of "missingll documentation.

- February 2, 2011 Faxed a 2nd copy of the January 31st letter and copies of "missing" documentation to Merissa Sherrill at SAC Home Loans Servicing, LP.

- February 4, 2011 Received letter from SAC Home Loans Servicing, LP claiming that documentation was missing from loan modification packet that was submitted to them on January 4,2011.

- February 11, 2011 Received letter from SAC Home Loan Servicing, LP regarding options to avoid foreclosure.

- February 16,2011 Received Notice of Intent to Accelerate letter from SAC Home Loan ServiCing, LP.

- February 16, 2011 Responded to SAC Home Loan Serving, LP. letter dated February 4, 2011 and re-submitted documentation. Sent packet via FedEx on February 17, 2011.

- February 21,2011 SAC Home Loan Servicing, LP. received packet that was sent via FedEx on February 16, 2011.

- March 10,2011 Received letter from SAC Home Loans Servicing, LP claiming that documentation was missing from loan modification packet that was submitted to them on February 16, 2011.

- March 17, 2011 Responded to SAC Home Loan Servicing, LP letter dated March 10, 2011 and re-submitted documentation. Packet was sent via FedEx on March 18, 2011.

Page 6 of9

2011

- March 21, 2011 BAC Home Loan Servicing, LP. received packet that was sent via FedEx on March 18. 2011.

- March 22,2011 Faxed packet from March 17. 2011 to BAC Home Loan Servicing. LP.

- April 7, 2011 Received letter from BAC Home Loans Servicing. LP stating that the loan was not eligible for the Home Affordable Modification Program because the documents requested "alledgedly" were not submitted.

- April 26, 2011 Received loan modification rejection letter from BAC Home Loan Serving. LP.

- May 15, 2011 Received statement from BAC for loan payment due June i. 2011.

- May 18, 2011 Received letter from BAC Home Loan Servicing. LP regarding loan payment.

- June 9, 2011 Received letter from BAC Home Loan Servicing. LP regarding escrow account.

- June 10,2011 Received letter from BAC Home Loan Servicing, LP regarding loan payment.

- June 10, 2011 Received a second letter from BAC Home Loan Servicing, LP regarding loan payment.

- June 13,2011 Received statement from BAC for loan payment due July i. 2011.

- June 29, 2011 Received statement from BAC for loan payment due July i. 2011.

- June 30, 2011 Received statement from BAC for loan payment due July i. 2011.

- July 1,2011 Bank of America, N.A (Account Number 115911929) becomes loan servicer of First National Bank of Arizona (Loan Number 318005672)

Page 7 of9

2011

- July 1, 2011 FNMA SCH/SCH MBS FIX INT ONLY is identified as the creditor to whom the debt is owed.

- July 18, 2011 Received letter from Bank of America, N.A. requesting to be listed as mortgagee on the Homeowners Association master policy.

- July 28, 2011 Received statement from Bank of America, N.A. for payment due August 1, 2011.

- Ju\y 27, 2011 Received letter from BAC Home Loan Servicing, LP regarding loan payment. Enclosed was a refund check for funds that BAC would not apply to a loan payment.

- August 30, 2011 Received statement from Bank of America, N.A. for loan payment due September 1, 2011.

- September 2, 2011 Received letter from Green Tree Servicing LLC stating that the servicing of the loan has been transferred from Bank of America N.A. to them. Fannie Mae is listed as the loan creditor.

- September 6, 2011 Received "Notice of Assignment, Sale, or Transfer of Servicing Rights" letter from Green Tree Servicing LLC letter stating the servicing of the loan has been transferred from Bank of America N.A. (account number 115911929) to them (new account number 682097928).

- September 14,2011 Received statement from Green Tree for payment due October 1, 2011.

- September 15, 2011 Received Green Tree Servicing LLC letter identifying the assigned account representative effective September 15, 2011.

- October 6, 2011 Received statement from Green Tree for payment due November 1, 2011.

- October 13, 2011 Received annual escrow account disclosure statement from Bank of America, N.A.

- October 28, 2011 Received Green Tree Servicing LLC letter identifying the assigned account representative effective October 28,2011.

Page 8 of9

•

2011

- November 8, 2011 Received letter from Northwest Trustee Services, Inc. stating that the mortgage loan has been referred to them for foreclosure.

- November 14,2011 Received "Fannie Mae - Making Home Affordable" application booklet from Green Tree Servicing LLC.

- December 1, 2011 "Notice Under Fair Debt Collection Practices Act" document, "Notice of Default and Election to Sell Under Deed of Trust" document, and "Declaration of Due Diligence" document received from Northwest Trustee Services, Inc.

- December 5, 2011 "Assignment of Deed of Trust" document submitted by MERS is recorded at San Diego County office. Effective date of Assignment is shown as September 1, 2011.

- December 5, 2011 "Substitution of Trustee" document submitted by Green Tree Servicing LLC is recorded at San Diego County office.

- December 5, 2011 "Notice of Default and Election to Sell Under Deed of Trust" document submitted by Northwest Trustee Services, Inc. is recorded at San Diego County office. The attached "Declaration of Due Diligence" document is dated October 17, 2011.

- December 20, 2011 Written request for "validation of debt" letter is sent to Northwest Trustee Services, Inc. in response to their "Notice Under Fair Debt Collection Practices" document dated December 1, 2011.

2012

- January 26, 2011 Received documentation from Northwest Trustee Services, Inc. in response to the December 20, 2011"written request for validation of debt" letter.

Page 9 of9

Exhibit B

Exhibit B

15694 I DOC # 2005-0984778 Reeording requested by Fim AmeriCiln Title . : 111~11I1111f1l111l111111f Imlll~1 fl~' fllillflllllllllllllll~ 1111

RetumTo: NOV 14, 2005 4:06 PM

DFROAL RECORDS FIRST NATIONAl BANK OF ARIZONA P.O. BOX 66604 PHOENIX. AZ 85082

S6JI DIEGO COUNTY RECORDER'S OFFICE GREGORY J. SMITH. COUNTY RECORDER

fEES: 66.00 PAGES: 2D OA: 1

. 'IIIlIDI~nlomlllllumumlomlllllJ Prepared 8y: . . . LUCINDA DURAZO 8911 BALBOA AVENUE SAN DIEGO. CA 92123

'---------1L _---)-- --)

~(JBl«;ft L - ~Space AboYeTlds LiDe For Reconliaa DataI-" _____ _

DEED OF TRUST NON 1001355.4000063836-2

DEFINITJONS

Words used in multiple sections of dUs doauneDl an: defined below and other words an: detiDed in Sectiom3, 11. 13, 18,20 and 21. Certain rules regarding the usage of words used in Ibis document are also provided in Seccion 16.

(A) "Security Instrument" means this document, which is dated NOVEMBER 3. 2005 together with aU Riders to this document. (B) "Borrower" is DOUGlAS D BRUNELLE. A MARRIED MAN. AS HIS SOLE AND SEPARATE PROPERTY

Borrower is the tnISCOr under this Security IlIStrUment. (C) "Lender" is FIRST NATIONAl BANK OF ARIZONA

Lender is a NATIONAL BANKING ASSOCIATION organized and existing under the laws of UNITED STATES OF AMERICA

4000063836 3318005672 CAUFORNIA-5lnllle Family-Fannie MuJFnddie Mac UNIFORM INSTRUMENT WITH MERS Fonn3005 1/01

_ -SA(CA) 10005)

... ' at 15 tlNCIMIO I 1I1II1 ~IIIIIII VMPMORTOAOE FORMS ·18OO1521·72In

Lender's addn:ss is 8911 BAlBOA AVENUE. SAN DIEGO. CA 92123

(0) 1'Trustee" is FIRST AMERICAN TITLE COMPANY

15695

(E) "MEltS" is Mortgage E1CC11ODic Registration Sysrcms, Inc. MERSis a separace corporation that is accing solely as a nominee for Lemler and Lcru!cr's successors and assigns. MERS k the IJeaefidary UDder this Security IastnameaL MERS is organized aud existing under d1c laws of Delaware, and bas an address and CClephODC IlUIDberofP.O. Box 2026, Flim, MI48S01-2026, tel. (888) 679-MERS. (Ii') "NOleIl meaDS the promissory DOte signed by Borrower aDd dated NOVEMBER 3, 2005 The Note states that Borrower owes Lender THREE HUNDRED TWENTY 1lI0USAND AND NOI100

Dollars (U .s. $ 320 , 000 . 00 ) plus inteRSt. Bonowcr has promised to pay Ibis debt iD regular Periodic Paymems and to pay Ihc debt in foJlllOt 1ater cban DECEMBER 1. 2035 . (G) "Property" meaDS the propcny dW is described below UDder the heading -Transfer of Rights in d1c Property.-(H) "LoaD1I meaDS tbc debt evidenced by the Note, plus inten:st, any prepayment cbarges aDd late charges due UDder the Note, and all sums due UDder Ibis Security IosuumeDt. plus iDlCrCSt. (I) IlRiders" means all Riders to this Security Instn1meot that arc executed by Bonower. The following Riders arc to be executed by Borrower [check box as applicable]:

o Adjustable Rate Rider [[] CoDdomiDium Rider 0 Second Hom: Rider o Balloon Rider 0 Plamled Unit Developmcm Rider B 1-4 Pamily Rider D VA Rider . 0 Biweekly Payment Rider Otbcr(s) [specify)

(J) "Applicable Law" iJICaDS all controlling applicable federal, state ami local statutes, egulatioDS. ordioanccs aDd adminisuative ndes aDd orders (that have the effect of law) as well as all applicable fiDaJ, noo.appcalable judicial opinions. (K) "Conummily Association Dues, Fees, and Assessments" means all dues, fees, assessments aDd other charges that 8!C imposed on Borrower or die Property by a condominium associatioa. bomeowncrs association or similar organization. (L) "Elec:tronic Funds Tnasfertl means any uansfer of ftmds, oeber lhan a transaction originated by check, draft, or similar paper illSUUD1CDt, which is inidated through an c1ecaonic terminal, telephonic iastrumeot, computer, or masoetic tape so as to order, iosuuct, or authorize a fimacial institution to debit or cedil an ac:c:ount. Such reno includes, but is DOt limited to, poim-of-sale traasfers, automated teller machine transactions. tranSfers initiated by telephone, wire transfers, and automated clearloghousc transfers. (M) "Escrow Items" DICaIIS those items that are described in SectiOD 3. (N) "Miscellaneous PrcM:eeds'" meaas any compensation. settlement. award of damages, or proceeds paid by any chlrd party (other Chan insurance proceeds paid UDder the coverages described in Section S) for: (i) damage to, or desaucdOD of, die Property; (ii) coDdemDation or ocher lalciq of all or any part of the Propeny; (iii) conveyance in lieu of condCJDDabOn; or (iv) misJepresematioDS of, or omissions as to, Ihe value and/or condition oftbe Property. (0) "Mongage IasunulCe" meaDS iosurance protecUug LeDdcr agaiDSt the noopaymcut of. or default 00. the Loan. (P) "Periodic Payment" means the regularly scheduled amount due for (i) priDcipai and interest under the Note. plus (ii) any amoUDts under SectiOD 3 of this Security Instrument.

4000063836 3318005672

",2a.15 Form 3005 1/01

15696

(Q) "RESPA" means the Real Estate Senlcmenl Procedures Act (12 U.S.c. Section 2601 et seq.) and itS implemcatiag regulation. Regulation X (24 C.f.R. Pan 3SOO), as they might be ame:oded from time CD time, or any additional or sucteSSOI' IegislatiOD or regulation that governs the same subject matter. As used in Ibis Security lnstnuncD1, "RESPA" refers to all requircDlC1dS and rcstrictioDS rhat are imposed in regard 10 a "federally reJaIed DlDrtgage loan" even if the Loan does oot qualify as a -federaUy related monpge loan- under RESPA. (R) "Successor ID IDterest of BolTOwer" means any party abat bas taken title to the Pmperty, whether or nol that pany has assumed Borrower's obligations under the Note aadlor this Security 1nstrumeIu.

TRANSFER OF RIGHTS IN THE PROPERTY ' The beneficiary of this Security IlISUUDleIlt is MERS (solely as nominee for Leader and Lender·s successors and assigns) and the successors and assigns of MERS. 'Ibis Security Instrument secures 10 Lcudcr: (i) d:te repayment of the Loan, and all reaewals, extensions and modificatioDS of the Note. and (ii) the performance of Borrower's coveDaDlS and asRCDleDlS under Ibis Security losUwncot and the Note. Por Ibis purpose, Borrower irrevocably grants and conveys to Trustee, in uust, wilh power of sale. Ihe following descn'bed property located in the

COUNTY of SAN DIEGO (Type otRecordiD& JurisdldiaJlJ

***SEE ATTACHED LEGAl OESCRIPTION***

ParcclID Number: 586-170-18-29 8535 PARADISE VALLEY ROAD 129 SPRING VALLEY rPmpcny Addressj:

(Name or RaxmIia& JurisdlctloaJ

whicb currently bas·the address of (Stn:cl1

(CICy] , California 91977 (Zip Code)

TOGETHER WITH all the improvemeDcs DOW or hereafter erected on die property t and all easemeDIS, appu~, and fixtures DOW or hen:after a part of the propcny. All Iq)Iaccmcnts and additions shall also be coveral by this Scauity Insuumcm. All of dJe foregoiDl is referred to in this Security Insuumcm as the "Property. - Borrower UDdcrstands and agrees that MBRS bolds only legal tide to the interests granted by Bonower in this Security Instrumeot. but, if DetCSSaIY to comply with law or custom, MERS (as nomiaec for Lender ami I..cnder's sua:essors and assigns) bas die right: to exercise any or all of those inlC1'eStS, including, but not limited 10, the right to foreclose and sell the Property; and to take any action required of Leuder including. but DOl UmilCd to. relcasiDl and canceliag this Security Instrument.

BORROWER COVENANTS that Borrower is lawfully seised of the estate hereby conveyed and bas the right to grant and convey the Property and dw the Propcny is unencUmbered. except for enaunbrauces

4000063836 3318005672 _.sACCA} 100051 Form 3005 1101

15697

of n:c:ord. ~rrower wamuus and will defend gcacraIly the otle to cbe Property against all claims and demands, subjCCt ro any eucumbraDCCS of n:c:om.

THIS SECURITY INSTRUMENT combiDes UDiform covenams for aaUonal use and non-uuifonn covenants with limited variations by jurisdiction to constitute a uniform security illStrUmellt covering real property.

UNIFORM OOVENANTS. Borrower and Leodcr c:oveuant and agree as follows: 1. Paymeat of Principal. 1DteftSt, Isaow Items. Prepaymeat q.,ges. and Late Cbaqes.

Borrower shall pay wben due the principal of. and interest on. abC debt evideDCcd by the Note aDd any plq)8}'lDCDl ~es aDd late cbarges clue UDder the Note. Borrower sball also pay fuuds for Escrow Items pursuant to Section 3. Paymeurs Clue UDder the Note and this Security IJIStIUDIeDt sball be made in U.S. ~. However, if any cbect or other iDSlIWDcIU received by Lender as payment UDder the Note or chis Security Instnunent is reb1rDecl to Lemler U11paid, Leader OIa)' require that any or all ~ paymems due under Ihe Note· and this Security IIIStIWDeIU be made in one or more of the foDo~ forms. as sclCClCd by Lender: (a) cash; (b) money order; (e) certified check. bank check. uasum- s check or cashier's check, provided any such check is drawn upoD an institutiOD whose deposits are inswed by a federal agency, instrumemaIity, or entity; or (d) Electronic Funds Tramfer.

Payments an: dc:cmed n:teived by Lemler wben received at the location designated in the Note or at such other location as may be designated by Lender in accordance with the notice provisions in Section IS. Lender may return any ~ or partial payment if the payment or ~ pa~ are insufficient 10 bring the Loan CWRDl. r may accept any paymcot or partial papocm imufficiClll to briu& the Loan current. wilhoul waiver of any rig1lts hereunder or j)~ce 10 its nghls to refuse such payment or paniaI payments in the future. but Lender is not ob.ligated to ~Iy such payments at the time sudl paymentS are ~ted. If each Periodic Payment is ;g1JJ1ied as of its sChedu1cC1 due date. tbcn Leader Deed IIOt ~y imercst 00 unapplied funds. LCuder may IiOId such unapplied funds umil Borrower makes pa~ ro bnng the Loan curreDt~ If Borrowcr docs not do so within a reasonable period of ome. Leader ShIll either ap'ply sucb funds or return them 10 Borrower. If not applied earlier. sueli funds will be applied 10 the outslanibng principal balance under the Note im~rior 10 foreclosure. No offset or claim which Borrower might have now or in the futuJe against sball relieve Borrower from making paytDeDtS due UDder the NOle and this Security Instnuncnt or performing the coveuams and agreements seC:Uted by this Security Insuument.

Z. Application of Pa~ts or Proceeds. Em:gJt as otherwise described in Ibis Section 2. all payments iCceDted and apphedtr Leader sbaU be applied in the following order of ~ority: (a) iDIercst due under the "Note; (b) prillCi due under the Note; (c) amoUDIS due uDder Secdon. 3. SUch payments sball be applied to each Perlo e Payment in the order m which it became due. ADY rcmabUng amounts sball be applied first ro late cbarges, second 10 any odler amounts due under this SecUrity 1DsttuJDcDl, and then 10 rcCfuce the principal baIanC:e of the Note.

If Lender receives a payment from Borrower for a deliJJquent Periodic Payment which iDcIudes a sufficient amount to pay any late ~e due, the payment may "be applied 10 the delinquent payment and the late charge. If more than ODe Periodic Payment is outslamting, I..eDder may apply any payment received from Borrower ro the repayment of the Periodic Payments if. aDd to the extent that, each payment can be paid in full. To the extent lbat any excess exists after the payment is applied ro the full payment of ODe or more Periodic Payments. such excess may be applied to any late charges due. Voluntaty prepaymentS shall be applied filSt to any prepayment charges and d1cn as described in the Note.

Any application of paymentS. iasuraoce proceeds, or Miscellaneous Proceeds 10 J1ri.!1cipaI due under the Note shalloot extend or postpOl1C the due date. or eballge the amount, of the Periodic Payments.

3. Fnnds for Escrow Items. Borrower shall pay 10 ~ on the day Periodic Pa~ a", due UDder the NOle, until the Note is paid in fun, a sum (die "Fundsj 10 provide for Cnt of amounts due for: (a) taxes and assessments and other items which can attain priority over this • ty Insttument as a lien or encumbrance on die Property; (b) leasehold payments or grouDd rents on the PrOperty, if any; (c) premiums for any and all insurance requiRd by Lender UDder Section S; and (d) Mortgage IIJSUllIDCe r=' if any. or any sums pa~ble by Borrower ro Lender in lieu of the payment of Mongage

premiums in accordancC with ~ IJIOvisiom of Section 10. These items an: called "EsCrow ItemS.· At origiDation or at any lime ~ the term of abe Loan. Lender may Rlquire that Communi,>, Association Dues. Fees. and AsscsslDCDts. If any,be escrowed by Borrower, and sucb du§. fees and assessments shall be an Escrow Item. Borrower sIlali pro~y furmsb 10 Lemler all notices of amounts 10 be paid under this Section. Borrower shall.P6Y Leoder the FUnds for Escrow Items unless Lender waives Borrower's obligation 10 pay the Funds for anI or all Escrow 11CmS. Leader may waive Borrower's obligation to pay to Lender FUDds for any or all Escrow Items al any time. Any sucb waiver may only be

4000063836

.-IAICAI COOOIS' •

3318005672

Ponn 3005 1/01

15698

in wriuog. In the evCDt of such waiver, Bonower sball pay din:ctly. when and where payable. tbc amouDts due for any Escrow lcems for which paymcul of Funds bas been waived by Leader ancI. if Leader requires. shall fumish to Lender receiptS evidenciDg such payment within such time period as Leader may tcqUire. Bonower's obligatioo to make such paymeDIS and to provide receipts shaU for at. puIpOscs be deemed to be a c:oveuaot and agRClDCIJ1 containc:d io this Security IIISttUDIcDt, as the phrase "COVeoanl and agreement" is used io Seedoo 9. If Borrower is obligated 10 pay Escrow lcems dim:tly. puJSUaDt to a waiver. aud Bonower rails to pay d1c amount due for an Escrow Item. LeDder may exercise its riglus UDder Sectioo 9 and pay sucb amount and Bonower sball tbco be obligated under Section 9 to repay to Lender any such amount. Leader may revoke the waiver as to any or all Escrow Items at any time by a ootice given in accordance with Section IS ami. upoo such revocation, Borrower shall pay to Lender all Funds. and in such amounlS, Chat are tbco required under Ibis Section 3.

Lender may, at any time, collect aDd bold Funds in an amount (a) sufficient to permit Lender to apply the funds at the time speciticd UDder RBSPA. and (b) DOt to exceed the maximum amount a ICDdcr can requin: under RESPA. Lender sball estimate the amount of Funds due on the basis of current data and reasonable estimates of apenditures of fulUn: Eserow Items or otbcrwisc io acx:ordance with Applicable Law. .

Tbc Funds shall be held in an iostilUtion wbose deposits arc iDSUICd by a federal agency, instrumentality. or entity (iocludiog Lender. ifl..eDdcr is an iDStitution whose deposilS are so iosured) or in any Federal Home IAan Bank. Lender sball apply die Puods to pay the &crow Ircms DO Iatcr than the time specified under RESPA. Leader shall not charge Bonower for belding and applyiog the Punds. annually analyzing the escrow account. or verifying the Escrow lcems. uoless Lender pays Bonower interest on the Funds and Applicable Law permits I..cndcr 10 mate such a charge. Unless an agrecmcau is made in writing or Applicable Law requires interest to be paid 00 the Punds, Lender shall DOt be required to pay Bonower any iotercsl or earniDgS 00 die FuDds. Borrower and Lender can agree in writing, however, that intereSt shall be paid on Ihe Punds. Leader shall give to Bonower, without c:barge. an amwaI accounting of the Funds as requiRd by RESPA.

If there is a surplus of Funds held in escrow, as defined under RESPA, Lender sball account to Borrower for the excess funds in accordance with RESPA. If there is a shonage of Funds held in escrow, as defin.ed under RESPA. Lender sbaJl notify Borrower as requin:d by RESPA. aDd Bonower shall pay 10 Lender the amount necessary to make up the sbonase in accordance with RESPA. but in DO mon: dJan 12 monlbly payments. If daere is a deficiency ofPunds held in escrow. as defined under RESPA. Lender shall notify Bonower as requited by RESPA, and Bonower sball pay 10 Lcodcr the amount necessary to make up the deficiency in accordance wilb RBSPA. but in no more dJan 12 montbIy payments.

Upon payment in full of all sums secured by this Security IDStrumcDt. LeDdcr sball promptly refund to Borrower any Punds held by Lender.

4. Charges; Lleos. Borrower sball pay all taXeS. assessmeDlS. charges, fiDeS, and impositions awibutable to chc Property which can aaain priority over this Security Instrumem, leasebold payments or ground n:nts 00 the .Property, if any, and Community Association Dues, Pccs, and Assessments, if any. To Ihe extentlhat these ilems are Escrow Items, Borrower shall pay them in the maoner provided io Section 3.

Bonower shall prompdy discharge any lien which bas priority over Ibis Security Instrument unless Bonower: (a) agrees in writing to the payment of the obligation secured by Ibc lien in a III8DDer acceptable to Lender, but only so long as Borrower is pcrformJog such agreement; (b) contests the lien in good faith by, or defends against enfOItClDCDl of the lien in. legal proceedings which in Leader's opinion operate to pn:vcnt the eQ!orcement of the lien wbile those pJOCCedings are pending, but only until such proceedings arc concluded; or (c) secures from the bolder of the lien an agreement satisfactory to Leader subordinating the lien to Ibis Security IDStJUment. If Lender cIctermines that any pan of Ibe Property is subject to a lien which can attain priority over this Security Inswmeut, Lender may give Bonower a DOtice identifying the

4000063836 3318005672

Fonn 3005 1101

15699

lien. Within 10 days of the date on which that DOtice is given. Bonower shall satisfy the lien or cake one or more of the actioDS set forth above in Ibis Scaion 4.

Leader may RqUire Borrower 10 pay a ooe-timc charge for a real Cswc tax verification and/or repordl18 service used by Lender in coDDeCtion with this LoaD.

5. Property 1115IlI'8IIce. Bonower shall keep the improvcmems DOW cxisdng or hereafter crccccd on dlc Property iDsurcd against loss by fire, buards included within the lenD -extended covemge,· and any odler bazards including, but not limited to, carthquatr:s and floods, for wbidl I.eDdcr RqUires ilJSUl'llDCe. This iasurancc shall be maintained in the amounts (mcludiDg deductible levels) and for the periods that Lender requires. What Lender RqUircs pmsuant 10 the preceding sentem:es can chaDge duriDg the term of the Loan. The iDSUJaDCC carrier providing the iosmancc shall be chosen by Borrower subject to Leoder's right to disapprove Borrower's choice, which right sba1l not be cxCJclsed UDI't!3SOnably. Lender may require Bonower 10 pay, in coDDeClion with this Loan, eitha": (a) a one-time charge for flood zone deccrmioation, certification and uactina services; or (b) a oJlC-timc charge for Dood zone determination and certification services and subsequent charges each lime rcmappiDgs or similar changes occur which reasonably might affect such de1ermioation or certification. Bonower shall also be respousible for the payment of any fees imposed by the federal Emergeocy Management Agency in conneccion with the review of any flood zone dctermiuation resultiDg from an objeccion by Borrower.

If Bonower fails 10 maintain any of d1c coverages described above, Lender may obtain insurance coverage, at Leader·s option and Bonower's. expense. Lender is under no obligation 10 pun:base any particular type or amoUDt of coverage. Therefore, sw:h coverage shall cover Leader. but misbt or might DOt pro=t Bonower. Borrower's equity in the Property, or the contents of the Property, against any risk, hazard or liability and might provide greater or lesser coverage cban was previously in effect. Bonowcr atkDowlcdges that the cost of the iDswance coverage so obtaim:d might significantly exceed the cost of iosurauce lbat Borrower could have obtained. Any amounts disbUJsed by Leader UDder this Section S sbaIJ become additional debt of Borrower secured by this Security Insuumcnt. Tbese amounrs sba1l bear interest at the Note rate from the date of cfisbuJSemeDt and shall be payable, with such imerest. upon DOtice from Lender to Borrower requesting payment.

All insurance policies requited by Leuder and renewals of such policies shall be subject to Lender's right 10 msapprove such policies, shall include a standmd mortgage clause. and shall name Lender as mortgagee and/or as an additional loss payee and Bonower further agrees 10 generally assign rights 10 iDsuraJH:e proceeds to the holder of the Note up to the amount of the outstanding loan baJam:e. Lender shall have the right 10 hold the policies aDd renewal certificates. If Lender requires. Borrower sba1l promptly give 10 Lender all receiplS of paid premiums and renewal notices. If Borrower obtains any form of insuraoc;c covcrasc, DOt otbmrise required by Lender, for damage 10, or desauction of, the Property. such policy sball include a standard mongage clause and shall name Leuder as mortgagee and/or as an additional loss payee and Borrower further agrees to generally assign righlS to insurance proceeds 10 the holder of the Note up to the amount of the outstanding loan balance.

In the event of loss, Borrower shall give prompt notice 10 the iDsur.mce c:arrier and Lender. Lender may make proof of loss if DOt made promptly by Bonower. Unless Lender and Borrower otherwise agree in wriIiDg. any iDSUl'lllCe proceeds. wbedler or not the underlying iDSUl'lDCe was required by Lender. shall be applied to rcsloradon or repair of che Property, if the restoracion or repair is ecoDOmica11y feasible and Lender's security is not lessened. During such repair and J'CSfOrWon period. Lender shall have tbe right 10 hold sucb insurance proceeds 1lIlIi1 Lender has had an opportunity to inspect such Property 10 eDSUJ'C dle work bas been completed to Lender's satisfaction, provided that such iDspection shall be undertaken promptly. Lender may disburse proceeds for the repairs and restoration in a single payment or in a series of progress paymems as the work is completed. Unless an agreement is made in writing or Applicable Law requires interest 10 be paid on such illSUJ'lllee proc:eeds, Lender sball DOl be required to pay Bonower any iD1erest or eamiogs on such proceeds. Pees for public adjusters. or other third parties. retained by Borrower sba1l DOt be paid out of the iDsurancc proceeds and sba1l be the sole obligation of Borrower. If the restoration or repair is not economically feasible or Lender's security would be lessened. the iasurancc proceeds shall be applied to the sums secured by this Sccurlty Instrument, whether or DOt then due, with

4000063836 3318005672

Gt-6AICA' lOOOIIl Form 3005 1/01

I •

-1570'0

the excess, if any. paid to Borrower. Such iosuram:e procccds shall be applied in the order provided for in Scction2.

If Borrower abandons the Property, Lender may file, negotiate ami seUle any available insurance claim and Idatcd matters. If Borrower does DOt respond witbin 30 days to 8 DOdc:c from Lender tbae the iosw'am:e carrier bas offered to seUle a claim, theD Lender may negotiate and seale the claim. The 3D-day period w.ill bcgUt when die DO~c:c is given. In either evan. or if Lcodcr acquires the Property UDder Section 22 or otherwise, BoJlOwer hmby assiJIIS to LcDdcr (a) Bonower"s rights 10 any iosurance proceeds in an amonnt not to exceed the amoUDtS unpaid under the Note or this Security InstnJment, and (b) any other of Borrower's riglus (other tbao the right to any refund of uncamcd pmniums paid by Borrower) under all insurance policies covering the Propeny. insofar as such rigb~ are applicable to the covCJage of the Property. Lender may use the iIIsurance proceeds ehber to repair or restore the Property or co pay amounts uopaid under the Note or this Security 1nsIrument, wbeIbcr or not eben due.

6. Occupancy. Borrower shall occupy, escablisb, and usc the Property as Borrower's principal residence within 60 days after the execution of this Sccarity IDStluweD1 and shall COuDDuc to o<x:upy che Propeny as Borrower's principal residence for at least ODe year after the date of occupancy. unless Lauter otherwise 8gRCS in writing. which coDSeD1 sball not be umcasooabJy witbbeld. or unless extenuatiDg citcumsIaDces exist which are beyond BoJlOWCf'S conuoJ.

7. PU!SenaCioa, MaintenaDce and Protedlou of the Property; Jaspectioas. Borrower shall DOt destroy, damage or impair the Property. allow die Property to deteriorate or commit waste on the Property. Whether or DOl Borrower is residing in the Propeny. Bonower sball maintain the Propeny in order to prevent the Property from deteriorating or cIeaeasiDg in value due to its coDdition. UDless it is determined pursuant to Section S that Jq)air or restoration is nol economically feasible. Borrower sball promptly repair the Propcny if damaged to avoid fiutber deterioration or damage. If insurante or condemnation proceeds are paid in coDDeClion with damage to. or the cakiog of. the Property, Borrower shall be responsible for repairing or rcstoriDg the Propeny only if- Leuder bas released proceeds for such purposes. Leader may disbnrsc proceeds for the repairs aDd restoration in a single payment or io a series of progress payments as tile wort is completed. If the illSUlallc:c or condemnation proceeds are DOt sufficient to repair or reston: the Property. Borrower is not relieved of Borrower's obligation for the complecion of such repair or resroration.

Lender or irs agent may make reasooable entries upon and inspections of the Property. If it bas JeaSOoablc cause, Lender may inspecc die iuterior of the improvemelllS on the Property. Lender shall give Borrower notice at the time of or prior CO such an interior inspection specifyins such reasonable eause.

8. Borrower's LoaD AppUcadon. Borrower sball be in default if. during the Loan application process, Borrower or any persons or emities acting at the direction of Borrower or witll BoJlOwcr's knowledge or CODSCDl gave materially filJsc. misleading.· or inaccurate information or statements to Lender <or failed to provide LeDdcr with maIerial infol'lDldion) in conm:ction wich the Loan. Material representations include. but are nol limited to, reprcseDl8tioDS com:eming Bonower's occupancy of the Propcny as Borrower's principal residence.

9. Protectioo or Leader's Interest 10 the Property and Rights Under this Security Instrumeat. If <a) Borrower fails to perform the covenants aDd agreements contaiaed in chis Securicy Instrument, (b) tbere is a legal proceeding that miaht significantly affect I..eDder's inten:st in the Property audlor rigbls under chis Security Insuumenc (such as a proc:cediog in bankruptcy, probate. for coodeomatioo or forfeiture, for cnfon:ement of a lien which may attain priority over Ibis Security IOSUUmcnl or to cnfon:e laws or "gulations). or (c) Bonower bas abaodoucd the Propcny. chen LeDdcr may do .and pay for wharcver is reasonable or appropriate to protect Lender's interest in the Property and rigbrs uDder chis Security IDStnlment, includill8 protecting andlor assessing the value of che Property, and securiDg and/or repairing tile PIOpeny. Leader's actions can include, but are DOt limited to: (a) paying any sums secured by a lien whieb bas priority over this Security Insuumcnt; (b) appearing in coun; and (c) payiog IC8SODabie

4000063836 3318005672 _ .fIA(CA) 1000&1 '.7of16 form 300& 1101

~uomeys' fees ~~ pro~ ilS iDtacst in the PropertY audlor rigblS UDder this Security IDStIUD1e1tt, incJudiDg lIS ~ poSluon ID a baDJauptcy proceediog. Securing the Property iDdudcs, but is not limited to, eD!CnDg chc Propeny to mate repairs. dJaDge l~ replac:e or board up dooJS aod windows, drain water from pipes. e1inrimte building or otbu code violations or daDgcrous COnditioDS, aDd bave utilitics tumed on or off. Although Lender may tate action UDder this Section 9, Lender does not bave to do so aDd is not UDder any duty or obligatioD to do so. It is agreed that Lender iDcurs DO liability for not caJdag any or all atdoDS authori%ed UDder this Seccion 9. . .

Any amounts disbursed by Lender under this Section 9 shall become addicioaal debt of Borrower secured by this Security 1Dscnuncnt. 'Ibcse amounts sbaJl bear iDtcrest at Ibe Note DIe from abe date of disbursement and shall be payable. with such int=st. upon nolite from Lemler to Borrower requestiag payllJ!:nt.

If this Sec:urity I11SUUIDent is on a leasehold, Borrower sball comply with all the provisioos of the lease. If Borrower acquires fee title 10 the Property, the leasehold and the fee tide sball DOt merge unless Lender agrees to the merger in writing.

10. Mortgage Iasurance. If Leoder required Mortgage Iusuraoce as 8 condition of matins the Loan. Borrower sbal1 pay the prenriums required to maimain the Mortgage Insurance in effect. If, for any reason. the Mortgage Insurance coverage required by Lender ceases to be available from the mortgage insurer that previously provided such iDsuranc:c and Borrower was required to make scpantely dcsigoarcd paymcms toward the premiums for Mortgage Insurance, Bonowcr shall pay Ihe, premiums required 10 obtain coverage SUbsWltiaily equivalent to the Mortgage IDSUrallCC previously in effect. at a cost substantially equivalent to the cost to Borrower of the Mortgage Insuram:c previously ill effect, from an a1temate mortgage insmer seleaed by Lender. If subsmnriaUy equivaleDl Monpge Iasurancc coverage is DDt available. Bonower sball continue to pay to l.atdcr chc amount of the separalely desigoan:d paymcms chat were due when the insurance coverage ceased to be in effect. Lender win accept, usc and retain these payments as a DOIHCfimdablc loss reserve in lieu of Mortgage Insuranc:c. Suc:b loss reserve sbalI be oon-refuudable. DOtwitbs1aDding the fact that the Loan is ultimately paid in fUll, and Lender shall DOt be required to pay Borrower any imerest or camiDgs on such loss reserve. Lender c:aD no longer require loss reserve paymems if Mortgage Insurance coverage (in the amo1Ult and for the period dJ3t Leader requUes) provided by an insurer selected by Lender again becomes available. is obtained. and Lender requires separately designated paymentS toward the premiums for Mortgage 11ISU13DCe. If Lender required Mortgage IDSUD11CC as a coDdition of making the Loan and Borrower was required to make separately designated paymenlS toward the premiums for Mortgage Iosurance, Borrower shall pay the pmmums required to maimain Mortgage Insul'8DQ: in effect, or 10 provide a non-refundable loss reserve. until Lender's requirement for Monpge lnsuIaocc ends in accordance whh any written ag:recmcot between Borrower and Lender providing ror sud! termination or until termioation is required by Applicable Law. Nothing in this Section 10 affects Borrower's obligation to pay interest at the rate provided in the Note.

Mortgage lDsuraDce reimburses Lender (or any entity that purchases tbe Note) for certain losses it may iocur if Borrower does not repay the Loan as asrccd. Borrower is not a party 10 the Mortgage Insurance.

Mortgage iusurcrs evaluate their total risk on all suc:b insuram:e in forte from time to time, and may emer into agrecmcuts with otbct panies that sbare or modify Ibeir risk, or reduce losses. These agrecD1Cl1tS are on tenDS aDd comtitioos tbat are satisfactory to the DlOrtgage iDsurer and the other party (or parties) to these agreements. These apeemcnts may require the mortgage iosuIer to make paymtlllS usiug any soun:e of fi.mds chat the mortgase iusurcr may have available (which may include fuDds obtaiued from Mortgage IIISWIDCe premiums).

As a result of these agreements, Leader, any purcbascr of the NOle, another insurer. any reinsurer, any otbct eutir.y, or any afIlliate of any of the foJegoiDg. may receive (direcdy or iadircctly) amounts that derive from (or might be cbaracterizcd as) ,8 portion of Borrower's payments for Mortgage Insurance, in exchange for sbarina or mocIifyiug the mortgage insurer's risk. or n:duciog losses. If such agreement provides that an aftiUate of Lender takes a sbare of tbc insure~s risk in exc:baDge for a share of the premiums paid to the insurer, the arrangement is often termed -captive reinsurauce.· Furtbcr:

(a) Any such agreements will not affect the amounts that Borrower has agreed to pay for Mortgage Insaraoce, or auy other tenDs of the Loan. Such agreements wiD DOt iDcrease the amount Borrower win owe for Mortgage IDS1II'8Dt:e, and they will not eatltle Borrower to 80y refund.

4000063836 3318005672

_-6A(CA) CCOO&l ..... 8Gf16 Form 3005 1/01

15702

(b) Any such agreements will Dot affect the riglllS Borrower lias - if aD)' - with respect to the Mortgage IlISUl'IlDct under the Homeowners ProtediOD Act of 1m or auy other law. These rights may indude the right to receive certalD disdosuftS, to request aud obtain cam:elladoa of the Mortgage Insurance, to have the Mortgage IDsunuace termlaated automatically, andlor to receive a refund of any Mortgage Iasurance premiums that were UDe8I'IItd at the time or sudI cauc:el1aCJOD or termination.

11. Assipmeat or Miscellaneous Proceeds; Forfeiture. All Miscellaneous Proceeds are hereby assigned to ami sbalI be paid to Lcudcr.

If the Propcny is damaged, such M"asce11ancous Proceeds sball be applied to restoration or RPair of the Property. if the restoration or repair is economically feasible and Lcmder's security is DOt lessened. During such R)Jair and· restoration period. I..cDdcr sba11 have cbe right to bold such MiscellaDcous Proceeds until Lender bas had an opportunity to inspect such Property to ensure cbe work bas been completed to Lender's satisfaction, provided that sudl iospection sball be UDdcnaken promptly. Lender may pay for Ibe repairs and restoration in a single disbUl'SClDCIll or in a series of progress paymems as the wort is completed. Unless an agreement is made in writing or Applicable Law requires interest to be paid on such Miscellaneous Proceeds. Lender shall not be required to pay Borrower any iDteR:St or eamiDgs on such Miscellaneous Proceeds. If the restoration or repair is oot eaJllOmica1ly feasible or Lendcr's security would be lesscDCd, Ibe Misc:cl1aDeous Proceeds sball be aPflied to the sums secured by Ibis Security Instrument, whether or DOt then duc, with the excess, if any, paid to Borrower. Such Misccllaocous Proceeds shall be applied in the order provided for in Section 2.

In the event of a total takiDg, dcsUuction, or loss in value of the Propeny, the Misc:cllaDcous Proceeds shall be applied to the sums secured by this Security IDStrUDlcnt, whether or oot then due, with the excess. if any, paid to Borrower.

In the evClll of a partial taJcing, destruction, or loss in value of the Property in which the fair market value of the Propeny immcc'iarely before the partial taking. dcsuw:tion, or loss in value is equal to or greater than the amount of the sums secured by Ibis Security IDSU1UIlCDl immediately befote the paI1ial taking, desuuction, or loss in value, mess Borrower and LcDder otherwise agree in writing, the sums secured by this Security Instrument sball be recluc:ed by the amount of the MiscellaDeous Proceeds multiplied by the followiug fraccion: (a) the tolal amount of the sums secured immediately before the partial mkins, destruction, or loss in value divided by (b) the fair market value of the Property inuncdlately before the ~ ~, destruction, or loss in value. Any balaDce sbaU be ~d 10 Borrower.

In the event of a panial taking, destruction. or loss in value of the Property in which the fair market value of the Property immediately before the partial taking, destruction. or loss in value is less tban the amount of the sums seeured ~lIIDlCdiately before the partial cakiq, destruction, or loss io value, UDless Borrower and Lender otherwise agree in writiDg, the Mi.sceUaoeous Proceeds sball be applied to cbe sums secured by this Security IDstmmcot wbctbcr or DOt the sums m then due.

If the Propeny is abandoned by Borrower, or if. after DOtice by Lender to Bonower that the Opposiq Patty (as defiaed io the next semem:e) offers to make an award to settle a claim for damages, Borrower fails to respond to Lender within 30 days after the date the notice is given, Lender is authorized to collett aDd apply the MiscellaDcous Proceeds eilher to restoration or repair of the Propcny or to the sums secured by this Security Instrument. whether or not then due •• Opposing Patty. meaDS the third party that owes Borrower Misce11ancous Proceeds or the party against whom Borrower bas a right of action in

regan!Boto MisceshaUaDeo11 us .Procecdsdefa I"'f " __ ... 1: .. -01._. '1 ". I • be .L.' rrower be In uti any acaon or pro~og. WIRiUllOI ClVl or enlDloa • IS gun _C, In Lender's judgment, could result in forfeirurc of the Property or other material impairment of Lender's interest in the Property or nplS under this Security IDSUUIIIeIlt. Borrower can cure such a default and, if acceleration has occurred. rdnswe as provided in Sectioo 19. by causing che action.or proceeding to be dismissed with a ruling that, in Lender's judgment, precludes forfeiture of the Property or other material impairment of Lender's interest in the Property or righlS UDder this Security Iasuumcnt. The proceeds of any award or claim for damages that m attributable to the impairmcnl of LcDdcr's intereSt in the Property are hereby ~gncd and shaU be paid to Lender.

All MIscellaneous ProceedS that arc not applied to restoration or repair of the Property shall be applied ia the order provided for in Section 2.

12. Borrower Not Released; Forbearance By Leader Not a Waiver. Extension of the time for payment or modification of amortization of the sums secured by this Security IDSttUmcnt granted by LcDder

4000063836 3318005672

_.sACcA,IOOOSJ .... 011. Fonn 3005 1101

'.

15703

to Borrower or any Successor in Iruerest of Borrower sball DOt operate to release the liability of Borrower or any Successors in lnferest of Borrower. Lender sball DOl be MqUiml to COIDIDCIJCe proceedings against any SUccessor in Interest of Borrower or to refuse to extend time for payment or otherwise modify amonizalion of the sums secured by this Security IIJSIIUDleDt by reason of any demand made by the origioal Borrower or any Successors in Interest of Borrower. Any forbearauce by Lender in exercising any right or remedy including, without IimiralioD, Leader's aa:cpcance of paymeuts from third persons, eudties or' Successors in Interest of Borrower or in amouDlS less than the amount thea due, sbaJJ not be a waiver of or preclude the exercise of any rigbt or remedy.

13. Joint and Several LiabiUty; Co-sigaers; Successors aud AssIgns Bouud. Borrower covenants and agrees that Borrower's obligations and liability sball be joim and several. However, any Borrower who co-si~ this Security IDSCJUmeDt but docs DOt execute the Note (a -co-sigacr:'): <a> is co-sigDi. this Sccunty Instrument only to mortgage, grant and convey the eo-signcrs inlCreSt in the Property under the terms of this Security lnsaument; (b) is not persooally obligated to pay the sums secured by dUs Security Instrument; and (e) agrees that Lender and any other Borrower can agm: to extend, modify, forbear or make any accommodalions widl regard to the terms of Ibis Security IDsUumcut or the Note wilbout the co-signcr's consent.

Subject to die provisioDS of Seclion 18, any Successor in Interest of Bonower who assumes Bonowcr's obligations UDder Ibis Security Insuumem in wriling, and is approved by Lcuder, shall obtain aU of Borrower's rights and benefits under Ibis Security IDstrument. Borrower sball DOl be released from Borrower's obligations and liability uDder this Security InstnullC01 unless Lender agrees to sucb release in writiDg. The covenants and agreemeDlS of this Security Instrument sba11 bi.od (except as provided iu Seclion 20) and benefit thc successors and assigns of LeIIder.

14. Loao CIJarges. Lender may charge Borrower fees for- services performed in COnnectiOD with Borrower's default, for the pmpose of protecting Lender's interest in the Property and rights under this Security Instrument. including. but DOt limited 10, auorneys' fees. property iaspection and valuation Res. In regard to any other fees, die absm::e of express authority in this Security Iostrumem to cbarge a specific fee to Borrower shall DOl be eonsuued as a prohibition on the charging of SDCb fee. Lender may not cbarge Res mal are expressly prohibited by Ibis Security Iasttumenl or by Applicable Law.

If the Loan is subject 10 a law wbich sees maximum loan chaqes, and that law is finally interpreted so dial the interest or other loan cbarges collected or to be collccced in counection with the Loan exceed the permitted limits. then: (a) any sucb loan cbarge sball be reduced by the amount necessary to reduce the charge to the permitted limit; and (b) any sums already collceted from Borrower wbich exceeded permitted limits will be refunded to BOROwer. Lender may choose to make Ibis refund by reducing the priDCipal owed uDder the Note or by making a direct payment to Borrower. If a refimd reduces principal, the reduction will be ueaced as a partial prepayment widlout any prepayment charge (whelber or DOl a prepaymeol charge is provided for under the Note). Borrower's acc:eprancc of any such refund made by direct payment 10 Borrower will CODStilUte a waiver of any right of action Borrower mighl bave arising OUI of such overcharge.

15. Notices. All notices giveD by Borrower or Lender in connection with this Security lnsl11UDellt must be in wriling. Any notice to Borrower in connection with this Security IDsUument sba1J be deemed to have been given to Borrower when mailed by first class mail or wilen actually delivered to Borrower's notice address if sent by other meaDS. Notice co any oue Borrower sball constitute notice 10 all Borrowers unless Applicable Law expressly requires otherwise. The DOlice address sball be the Property Address unless Borrower bas designated a substitute nolice address by notice to Leuder. Borrower shall promptly notify Leader of Borrower's cbaDge of addn:ss. If Leader specifies a procedure for reporting Bonower's chaDge of address, then Borrower shall only report a chaDge of address through !bat specified procedure. There may be only one designaced notice address under this Security InstnuneDt at any one lime. Any DOlice to Lender shall be given by deliveriug it or by mailing it by tim class mail to Lender's address stated herein unless Lender bas designated another address by notice to Bonower. Any nolice in coDDection with Ibis Security IIlSUUJDCD1 sball not be deemed to have been given to Leader until actDally received by Lender. If any nolice required by this Security Instrument is also requiRd under Applicable Law, the Applicable-l..aw requirement will satisfy the com:sponding requimnent under this Security Insuumenc.

4000063836 3318005672

_-GAleA, «10061 hie 'Oat 11 Form 3006 1101

.15704

16. Go'n!l1liDg Law; SeverablUty; Rules of CoastrucdOD. This Security IDSUUIDCDt sball be govemcd by federal law aod the law of the jurisdiction in which the Property is located. All rights aud obligations coDlaincd ill this Security lDsuumcnt are subject to any requiremems and Umirations of Applicable Law. Applicable Law might explicidy or implicidy allow the parties to agree by contnct or it might be silent, but such silence shall DOt be conscrucd as a prohibition agaUm agreement by CODb3ct. In the event cbat any provision or clause of this Security Insttument or the Note conflicts with Applicable Law, sucb conftict shall DOl affect olber provisions of this SecuritY Iosttument or the Note which can be given effect wilhoutlhe conflicting provision. .

As used in this Security IDSt1UIDcDt: (a) words of the masculine gender sball mean aud iDcludc correspondiDa nculCr words or words of the feminine gender; (b) words in Ihe singular sball mean and include the plural and vice versa; and (c) the word Pmay" gives sole discretion without any obliption to take any action.

17. Borrower's Copy. Borrower sball be given one copy of tbe Note and of this Security Insuumcnt. 18. Transfer or the Property or a Beueftcial Jaterest in Borrower. As used in Ibis Section 18,

"Interest in the Property" means any JcgaI or beneficial interest in tbe Propeny, including. but DOt limited to. those beneficial interests uansfmed in a bond for deed, contract for deed, insIaIlmcot sales CODUact or escrow agreement, dle intent of which is the transfer of tide ~ Borrower at a future date to a ~r.

If all or any part of the Property or any Interest in Ihe Propeny is sold or ttansferred (or if Bonowcr is DOt a oatural person aDd a beneficial i11tCRSt in Borrower is sold or traDSferrcd) without Lcnder's prior written consent, Lender may require immediate payment in full of all suins secured by this Security ImtrmneDt. However. Ibis Option shall not be exen:ised by Lender if such exercise is prohibited by Applicable Law.

If Lender exercises Ibis option, Lender sball give Bonower DOtice of acceleration. The notice sban provide a period of not less than 30 days from die date the nocice is given in accordance with Section IS wilhin which Bonower must pay all sums secured by this Security InstrumelU. If Bonower fails to pay these sums prior to the expiration of this period. Lender may invoke any remedies penoitted by this Security InstrUment without further notice or demand on Borrower.

19. Bot,ower's Right to ReiDstate After Acceleration. If Borrower meccs cenain conditions, Borrower sball have die right to bave enforcement of this Security IDstrument discontinued at any time prior to the earliest of: (a) five days before sale of die Property pursuant to any power of sale comained in this Security Instrument; (b) such other period as Applicable Law might specify for the termination of Borrower's right to rclnswc; or (e) CDtIy of a judgment enforcing Ibis Security Insuumem. Those COnditioDS are lhat Bonower: (a) pays Lender all sums which then would be due UDder Ibis Security Instrument and the Note as if DO acceleration bad occurred; (b) cures any def.tult of any other coveuams or agTCe1DCI1tS; (c) pays all expenses incurred in enfoJcing Chis Security 1IISU\UIlCIlt, including. but DOt limited to. reasonable attorneys' fees, property inspection and valuation fees, and odier fees iDCUrred for the pwpose of protecting Lender's iDIerest in the Propcny and rigbcs under this Security lDStrumcm; and (d) takes sudl action as Lender may reasonably n:quire to assure that Lender's inlCrcst in the Property and riplS under this Security JDSUUlDCnt. and Bonower's obligation to pay the sums secured by this Security 11ISU1IIDeDt, sball continue unchanged. Lender may require that Bonower pay such reiDSlatcmeDt sums and expenses in one or more of dIe following forms, as selected by Lender: (a) cash; (b) money order; (c) cenified check, bank check, tteasurer's check or cashier's chec~ provided any such check is dmwn upon an institution whose deposits are insured by a federal agency, iDstrumenlality or entity; or (d) Electronic Funds Transfer. Upon reinstuement by Bonowcr, this Security Instrument and obligations secured hereby shall remain fully effective as if 110 acceleration bad occurred. However, this right 10 reinstate sball not apply in tbe case of acceleration under Section 18.

lD. Sale of Note; Change of Loaa Senicer; Notice or Grievance. The Note or a panial interest in the Note (togedIer with Ibis Security Instrument) can be sold om: or more times without prior notice to Bonowcr. A sale might result in a cbaoge in the emity (known as the -Loan Servicer") that collccts Periodic Paymcnrs due under the NolC and Chis Security IDSlrUDJCDt and performs other mortgage loan servicing obligations under the Note, this Security InstrumeDl, and Applicable Law. Tbcrc also might be one or more changes of the Loan Scrvicer unrelated to a sale of the Note. If there is a change of the Loan Servicer, Borrower will be given written notice of the change which will state the oamc and address of the new Loan Servicer. dle address to which payments should be made and any other information RESPA

4000063836 3318005672

G-8A(CA} 1000&1 ~

Form 3006 1/01

requires in coDDeCtion with a nouce of uansfer of serviciDg. "If the Note is sold aDd thereafter the Loan is serviced by a Loan Servicer other than dIe purdJascr of the Note, the mortgage 10m servicing obligations to Borrower will RJDain with die Loan Servicer or be uansfemd to a successor Loan Servicer and are not assumed by the Note purchaser unless otherwise provided by the Note purchaser.

Neilher Borrow~ nor LeDder may commence, join. or be joined to any judicial action (as either an iDdividual liugant or the member of a class) that arises from the other patty's actions pursuant to this Security Insuument or dJat alleges that the other party bas breached any provision of, or any duty owed by reason of, this Security InsUument, until such Borrower or Lender has notified the other party (with such notice given in compliance with me RqUiremems of Section IS) of such alleged breach and afforded the other party hereto a reasonable period after Ihc giving of such notice to cake comctivc action. If Applicable Law provides a time period which must elapse before cenain action can be laken. that time period will be deemed to be reasonable for purposes of this paragraph. The notice of acc:eleradon and opportunity to cure given to Bonower pmsuanl to Section 22 and the DOtice of acceleration given to Borrower pursuant to Section 18 shall be deemed to satisfy the notice and opportunity to lake comctive aclion provisions of Ibis Section 20.

21. Hazardous Substances. As used in Ibis Seedon 21: (a) "Hazardous Substances- arc those substances defined as toxic or hazardous substances, poUutaDts, or wastes by EnviroDlDClllal Law aod the

following subsIaDces: gasoline. kerosene, other flammable or toxic pcuolcum producIs. toxic pesticides and herbicides. volatile solvents. materials containing asbestos or formaldehyde. and radioactive materials; (b) "Environmemal Law" means federal laws and laws of the jurisdiction where the Property is located dial relate CO health. safety or eoviroomeDtal protection; (c) "EnvironmeDtal Qeanup" includes any response action, remedial action. or JCmoval action. as defined in EovironmemaI Law; and (d) an "Environmental Condition" meaDS a condition that can cause, contribute to, or otherwise trigger an Environmental Oeanup.

Bonower shall not cause or permit the prcscacc, usc. disposal, scorage, or JCleasc of any Hazanlous SUbstances. or Ihreaten co release any Hazatdous·Substances. on or in the Property. Bonower sball DDt do. DDr allow anyone else to do, anything affecting dle Property (a) that is in violation of any Environmental Law, (b) which creates an Environmental Condition, or (c) whicb, due co the presence, usc. or release of a Hazardous SUbstance, creates a coDdition mat adversely affects the value of the Property. The preceding two sentences sball not apply to the presence, use, or swrage on the Properly of small quantities of Hazardous SubslaDccs that are gencrally recogoized co be appropriate to normal residcn1ial uses aDd to maintenance of the Propeny (mcluding, but DDtlimitccf co, hazardous substances in consumer products).

Bonower shall promptly give Lender written notice of (a) any investigation, claim, demand, lawsuit or other action by any govemmeDtal or regulato~ agency or private party involving the Property aDd aoy Hazardous SubsIance or Environmemal Law of which Borrower has actual knowledge, (b) any Environmental Condition. including but not limited to. any spilling. leaking, discharge. release or tlnat of release of any Hazardous Substante, and (c) any condition caused by the presence, use or release of a Hazardous Substance which adversely affeccs the value of the Property. If Borrower leams, or is notified by any governmental or regulatory authority. or any private party, that any removal or odler remediation of any Hazardous Substance affecting me Propcny is necessary. BorroWer shall promptly take all DCCeSSaI)'

remedial actions in accordance with Environmental Law. Nothing herein shall create any obligation on Lender for an Envirownental Qeanup.

4000063836

G-6ACCA' 100051 •

3318005672

PIlle '2ot 1& Fonn 3005 1101

I' I

15706

NON-UNIFORM COVENANTS. Bonower and Lcudcr fimher covenant and agree as fOllows: 11. Acceleralion; Remedies. Lender shall give DOtice to Borrower prior to acceleration foUowlng

Borrower's breach of aDy covenant or agreemeat In this Security JastI WDeIlt (bat not prior to acceleration under SectiOD 18 unless Applicable Law provides otherwise). The notice shall spedfy: (8) the default; (b) the action required to cure the default; (c) a date, not less daaa 30 days from the date the notice Is glvea to Borrower, by which the default must be cured; and (d) that failure to cure the default on or before the date specified in the notice may result In acceleradoa of the sums secured by tIais Security IDstnuneat and sale of the Property. The notice sball further lDform Borrower of the right to relascate after acceleration and the right to bring at court action to assert the non-existence of a default or aDy other defease of Borrower to acceleration and sale. If the delault Is DOt cured on or before the date spedf1ed In the notice, Lender allIS option may require immediate payment In full of all SUIm secured by tbls Security IDstrumeIlt without further demand and may Invoke the power of sale and any other remedies pennftted by Applicable Law. Leader shall be eatltJed to collect all expeases Incurred in pursuing the remedies provided in this Sectlon n, lncIadlng, bat not limited to, reasonable attorneys' fees and costs or title evidence.

If Leader lDvokes the power of sale, Leader shall execute or cause Trustee to execute a written notice of the occurrence of an event of default and of Lender's election to cause the Property to be sold. Trustee shaD cause ibis aodce to be recorded In each cOunty In wbleb any part of the Property is located. Leader or Trustee shaD mail copies or the notice as prescribed by Applicable Law to Bonower aad to the other persons prescribed by Applicable Law. Trustee shall give public notice of sale to the persoas aDd lD the IDIUIIH!r presatbed by Applicable Law. After the time required by Applicable Law, Trustee, without demand on Borrower, shall sell the Property at pnbUc auction to the highest bidder at the time and place aad UDder the terms dt!Slgaated lD the Dodce of sale lD one or more parcels aDd ID aDY order Trustee detennialS. Trustee may postpone sale of all or aDy parcel of the Property by public aDDOuncemeDt at the time and place of aDy previously scheduled sale. Leader or Its designee may purdl8se the Property at any sale.

Trustee shall dellver to the purchaser Trustee's deed conveying the Property without aDy covenant or warranty, exPl essed or implied. TIle recitals In the Trustee's deed sball be prima fade evidence of the truth of the statements made therein. Trustee shall apply the proceeds of the sale in the roUowlng order: (a) to all expenses of the sale, iDdudiag, but Dot Umlted to, reasonable Trustee's aDd auorneys' rees; (b) to all SUIm secured by this Security Instrument; and (e) any ellte§ to the persoD or per5Onslega1ly eatltled to It.

%3. Recoaveyance. Upon paymcm of all sums secured by this Security IDSttUIDCDI, Lender shaU RqUest Trustee to reconvey the Property and shall surrender this Security IDSCnlJDCnt and aU notes evidencing debt secured by this Security Insuument to Trustee. Trustee shall rec:onvey the Propeny wilbout warranty to the person or persons legally entided to it. Lender may charge such person or persons a reasonable fee for rec:onveying the Property. but only if the fee is paid to a dWd party (such as the T111SleC) for services rendei'ed and the charging of the fee is permitted under Applicable Law. If the fee charged does not exceed the fee set by Applicable Law. the fee is conclusively presumed to be RaSOnable.

24. Substltute Trustee. Lender. at itS option. may from time to time appoint a successor tlUSlCe to any Trustee appoinrcd bcreunder by an instrument executed and acknowledged by Lender and recorded in the office of the Recanter of the county in which the Propeny is located. The insuumeot sball contain the name of the original Lender, Trustee and Bonower, the book and page where this Security Insuumcnt is rec:oJded and the name and addn:ss of the successor trusICC. Wichout coaveyance of the Property. the successor uustcc shall sucteed to all the tide. powers and duties confemd upon the Trustee herein and by Applicable Law. This procedure for substinuion of trustee sball govern to the exclusion of all other provisions for substitution.

15. Statement of ObUgadoD Fee. Lender may collect a fee not to exceed the maximum amount pennitted by Applicable Law for fumishing che statement of obligation as provided by Section 2943 of the CivU Code of California. 4000063836 .06AICAI lOGOS' •

3318005672 ,.1301 1& Form 3006 1/01

BY SIGNING BELOW. BonoweI' accepcs and agrees 10 the terms aad COvenaDIS comaiaed in Ibis Seturity IDsuumcDt aDd in any Rider executed by Bono\Wl' and recorded with it.

Witnesses:

(Seal) -Borrower

---------------------(Scal) -8onowa'

---------- (Seal) . ------------------(~ -Boaowcr -Bonowcr

---------------------(~ -------------(Scal) -Borrower -Bonowcr

---------------(~) ---------------------(~) -8omrNcr -Bonowcr

4000063836 3318005672

_.aAlCA) {OOOt) P.,4ef,6 Fonn300& 1101

State or California :-7\_ County 01 0\w Ufl.~ c

On /lJOd. 0 $/ 'Zoo':>

DOUGLAS 0 BRUNELLE

15708

before me.

• peee_'y l!iaewll te me (or proved 10 me 00 die basis of satisrac:mry evidence) to be the pcrson(t)" whose uamc{d) isllte"subscribed to the withio iDsuumem and acknowledged to me that belshekbey executed Ihe same in bis/hoJItkeir audlorized capacity(ies). and dial by hislherldleir signatul'e(s)"on the iDsuwnent cbe penon(&) or tbe entity upon behalf of which die person~acted. excwtcd the instrument.

WITNESS my band and official seal.

4000063836

• .eAlCA) 1000&1 •

3318005672

..... Uiaf 'S Fonn 3005 1101

-. 15709

LEGAL DESCRIPTION

Order Number: DlV-2086091 (Qa) Page Number: 6

157io LEGAL DESCRlPnON

Real property in the unincorporated area of the County of San Diego, State. of California, described as follows:

A CONDOMINIUM COMPRISED OF:

PARCEL 1:

AN UNDIVIDED ONE-FIFlY-SEVENlH (l/S7TH) FRAcnONAL INTEREST IN AND TO LOT 1 OF COUNTY OF SAN DIEGO TRAer NO. 3922, IN THE COUNTY OF SAN DIEGO, STATE OF CAUFORNIA, ACCORDING TO MAP THEREOF NO. 9995, FILED IN THE OffiCE OF TIfE COUNTY RECORDER OF SAN DIEGO COUNTY, FEBRUARY 17, 1981.

EXCEPTING lltEREfROM LMNG UNITS 1 THROUGH 57 AS SHOWN ON THAT CERTAIN AMENDED CONDOMINIUM PLAN ENTI1lED "SWEETWATER HILLS TOWNHOMES" RECORDED IN THE OffiCE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY ON DECEMBER 9, 1987, AS INSTRUMENT NO. 87-678636 OF OFFICIAl. RECORDS.

PARCEl 2:

LIVING UNIT 29 AS SHOWN ON THAT CERTAIN CONDOMINIUM PLAN REFERRED TO IN PARta I ABOVE.

APN: 586-170-18-29

First Amerft:an rttle

CONDOMINIUM RIDER

... . .... '". . . . ...

15711 .

THIS CONDOMINIUM RIDER is made this 3RD day of NOVEMBER. 2005 , and is incorporated into and shall be deemed to amend and supplement the Mongage, Deed of Trust, or Security Deed (the ·Security Instrument'" of the same date given by the undersigned (the "Borrower'" to secure Borrower's Note to FIRST NATIONAl BANK OF ARIZONA

(the "lender") of the same date and covering the Property described In the Security Instrument and located at:

8535 PARADISE VALLEY ROAD #29.SPRING VALLEY.CA 91977

(Property Address] The Property includes a unit in, together with an undivided interest in the common elements of, a condominium project known as: ,

SWEETEWATER HILLS TOWNHOMES [Name of Condominium Project}

(the "Condominium Project"'. If the owners association or other entity which acts for the Condominium Project (the "Owners Association", holds title to property for the benefit or use of its members or Shareholders, the Property also includes Borrower's interest in the Owners Association and the uses, proceeds and benefits of Borrower's interest.

CONDOMINIUM COVENANTS. In addition to the covenants and agreements made in the Security Instrument, Borrower and Lender funher covenant and agree as follows:

A. Condominium Obligations. Borrower shall perform all of Borrower's obligations under the Condominium Project's Constituent Documents. The "Constituent Documents· are the: OJ Declaration or any other document which creates the Condominium Project; (ii) by-laws; (Iii) code of regulations; and (iv) other equivalent documents. Borrower shall promptly pay, when due, all dues and assessments imposed pursuant to the Constituent Documents.

B. Property Insurance. So long as the Owners Association maintains. With a generally accepted insurence carrier, a "master" or "blanket" policy on the Condominium Project which is satisfactory to Lender and which provides insurance coverage in the amounts (including deductible levels), for the periods, and against loss by fire, hazards included within the term "extended coverage," and any other hazards, including, but not limited to. earthquakes and floods. from which Lender requires insurance, then: (i) Lender waives the provision in

4000063836 3318005672

MULTISTATE CONDOMINIUM RIDER - Single Family - Fannie Mae/Ffeddie Mac UNIFORM INSTRUMENT ~-8R (0411) Form 31~

Page 1 of 3 Inltials:~ IIIIIIII~II VMP Mongage Solutions, Inc. (800'621-7291

f · °15712

Section 3 for the Periodic Payment to Lender of the yearly premium installments for property insurance on the Propeny; and (ii) Borrower's obligation under Section 5 to maintain property Insurance coverage on the Propeny is deemed satisfied to the extent that the required coverage is provided by the Owners Association policy.

What Lender requires as a condition of this waiver can change during tha term of the loan.

Borrower shall give Lender prompt notice of any lapse in required propeny insurance coverage provided by the master or blanket policy.

In the event of a distribution of property insurance proceeds in lieu of restoration or repair following a loss to the Propeny, whether to the unit or to common elements, any proceeds payable to Borrower are hereby assigned and shall be paid to Lender for application to the sums secured by the Security Instrument, whether or not then due, with the excess, if any. paid to Borrower.

C. Public Uabillty Insurance. Borrower shall take such actions as may be reasonable to insure that the Owners ASSOCiation maintains a public liability insurance policy acceptable in form, amount, and extent of coverage to Lender.

D. Condemnation. The proceeds of any award or claim for damages, direct or consequential, payable to Borrower in connection with any condemnation or other taking of all or any part of the Property, whether of the unit or of the common elements, or for any conveyance in lieu of condemnation, are hereby assigned and shall be paid to Lender. Such proceeds shall be applied by Lender to the sums sacured by the Security Instrument as provided in Section 11.

E. Lender's Prior Consent. Borrower shall not, exc.pt after notice to lender and with Lender's prior written consent, either partition or subdivide the Propeny or consent to: (i) the abandonment or termination of the Condominium Project, except for abandonment or termination required by law in the case of substantial destruction by fire or other casualty or in the case of a taking by condemnation or eminent domain; (ii) any amendment to any provision of the Constituent Documents if the provision is for the express benefit of Lender; (iii) termination of professional management and assumption of self-management of the Owners Association; or (iv) any action which would have the effect of rendering the public liability insurance coverage maintained by the Owners Association unacceptable to lender.

F. Remedies. If Borrower does not pay condominium dues and assessments when due, then Lender may pay them. Any amounts disbursed by lender under this paragraph F shall become additional debt of Borrowar secured by the Security Instrument. Unless Borrower and Lender agree to other terms of payment, these amounts shall bear interest from the date of disbursement at the Note rate and shall be payable, with interest, upon notice from Lender to Borrower requesting payment. 4000063836 3318005672

GIl-8R (0411) Page 2 of 3 Initials: mtz.

Form 3140 1/01

!

BY SIGNING BELOW, Borrower accepts and agrees to the terms and covenants contained in this Condominium Rider.

~R2.a._Cll ,-, DOUGo BRUNELLE Q -Borrower

____________ (Seal)

-Borrower

____________ (Seal)

-Borrower

____________ (Seal)

-Borrower

____________ (Seal)

-Borrower

____________ (Seal)

-Borrower

____________ (Seal)

-Borrower

_____________ 'Seal)

-Borrower

4000063836

~-8R (0411)

3318005672

Page 3 of 3 Form 3140 1/01

Exhibit C

Exhibit C

[I Counbywidee

HOME LOANS

Dear Douglas 0 Brunelle:

I Account Number 115911929 Prapeny address 8535 ParadiSe Valley Road 129

Important Legal Notice

I Statement date llJ115/21lO5

As you know, the servicing of your home loan was recently transferred to Countrywide Home Loans (·Countrywide"'. Countrywide, as the servicer of your loan, has the right to collect payments from you. Countrywide is required by law to advise you of the following:

11.' Under the Fair Debt Collections Practices Act, as well as various state-specific acts, Countrywide is considered a debt collector. Countrywide must provide certain information to you in order to make sure you are informed when a communication is related to a debt The 'warning language', such as the required information provided at the bottom of this letter, provides the specific verbiage we must include when discussing the collection of a debt. Although your loan payment may not yet be due, we have provided this information in order to comply under the appropriate laws governing debt collection.

(2.1Debt Validation Notice:

(a.' The amount of the debt As of December OS, 2005, you owe $320,295.89. Because of interest, late charges, and other charges that may vary from day to day, the amount due on the day you pay may be greater. Hence, if you pay the amount shown above, an adjustment may be necessary after we receive your check, in which event we will inform you or your agent before depositing the check for collection. For further information, write to the address provided below or call 1-800-669-6607.

lb.) The name of the creditor to whom the debt is owed: BANK ONE (PARK GRANADA LLC) Please note that Countrywide services your loan on behalf of your creditor.

(c.) Unless you, within thirty (30) days after receipt of this letter, dispute the validity of the debt or any portion of the debt, Countrywide will assume the amount to be valid.

(d.) If you notify Countrywide in writing, at the address provided below within the thirty (3D' day period that the debt, - or any p-omori thereot, is disputed; Countrywide will obtain verification of the debt lind mail n:to you.· .. --- .

(e.' Upon your written request within the thirty (30) day period, Countrywide will provide you with the name and address of the original creditor if it is different from the current creditor.

Countrywide Home Loans Servicing LP Customer Service SVS-314

Attention: OVN P.O. BOX 1140

Simi Valley, CA 930&2-1140

If you have any questions regarding this notification, please call Countrywide's Customer Service at 1-800-669-6607, between 6:00 a.m. and 5:00 p.m., (Pacific Time) Monday through Friday.

Sincerely, Customer Service

Countrywide is attempting to collect a debt and any information Countrywide obtains will be used for that purpose.

NOTICE: SEE REVERSE SIDE FOR IMPORTANT CONSUMER INFORMATION

I Account Number 115911929 Property address 8535 Paradise Vallev Road t2!J

I Statement date 1~

Notice to Colorado Residents: FOR INFORMATION ABOUTTHE COLORADO FAIR DEBT COLLECTION PRACTICES ACT, SEE WWW.AGO.STATE.CO.US/CAB.HTM.

The state Rosenthal Fair Debt Collection Practices Act and the federal Fair Debt Collection Practices Act require that except under unusual circumstances, collectors may not contact you before 8 a.m. or after 9 p.m. They may not harass you by using threats of violence or arrest or by using obscene language. Collectors may not use false or misleading statements or call you at work if they know or have reason to know that you may not receive personal calls at work. For the most part, collectors may not tell another person, other than your attorney or spouse, about your debt Collectors may contact another person to confirm your location or enforce a judgment For more information about debt collection.activities, you may contact the Federal Trade Commission at 1-877-FTC-HELP or www.ftc.gov.

This notice is required by federallaw(15 U.S.C. Section 1692g). If you are currently a debtor in a bankruptcy proceeding, or have received a discharge of the home loan debt we recognize our right to receive payments or to collect on this loan is restricted by the provisions of the Bankruptcy Code.

--== --iiiiiiiii ---iiiiiiiii -

g Counbyuvide® HOME LOANS

I Account Number 115911929 Property address 85lS Paradise Valley Road 129

I =date

NOTICE OF ASSIGNMENT, SALE, OR TRANSFER OF SERVICING RIGHTS

Welcome to Countrywide Home Loans, the nation's largest independent h.ome loan lender. Your home loan servicing was recently transferred to us and this is your official notice, as legally required. So please excuse the formality. Your home loan was previously serviced by First National Bank Of Nevada and you officially become a Countrywide customer effective January 1,2006.

First we want to welcome you to the Countrywide family. Going forward, Countrywide will handle the servicing of your home loan, which means collecting your monthly home loan payments and handling related issues.

Second, we want to ease any concerns you have about this process. Please note the terms and conditions of your home loan documents do not change in any way, other than terms directly related to the servicing of your home loan.

By law, First National Bank Of Nevada (your present servicer) is usually required to give you at least 15 days notice before the effective date of transfer. First National Bank Of Nevada may have given this notice to you as part of your home loan closing. Countrywide must also send you this notice no later than 15 days after the effective date or at closing. That's why you are getting this notice as part of your welcome package.

By law, your present servicer is required to provide you a toll-free or collect-call telephone for an employee or department that can be contacted by you for answers to servicing transfer inquiries. The phone number provided to us by your present servicer is (480)224-8370. If you have any questions relating to the transfer of servicing from First National Bank Of Nevada, call them at (480)224-8370 between 8:00 a.m. and 5.00 p.m. Monday through Friday.

Here's the most important partfor your records: the new address to send your monthly home loan payments is:

Countrywide Home Loans PO Box 10219

Van Nuys CA 91410-0219

The date that First National Bank Of Nevada will stop accepting payments from you is January 1,2006. Countrywide will begin accepting payment from you on January 1,2006.

Countrywide's toll-free telephone number for Customer Service is 1-800-66!J.6&07 if you have any questions about the transfer of servicing or need other help. We will be happy to speak with you, between 6 a.m. and 5 p.m., (Pacific Time) Monday through Friday.

If you have mortgage life insurance or disability insurance, Countrywide will handle that billing, too. It will be included in your new statement You do not need to take any action at this time to maintain coverage. If, for some reason, your current coverage cannot be continued by Countrywide, you will be given separate notice and offered other alternatives without interruption in your coverage.

Finally, we want to make you aware of certain rights you have under RESPA. A summary is provided on the back of this notice.

Again, we look forward to having you as a Countrywide customer!

SEE REVERSE slOe FOR IMPORTANT CONSUMER INFORMATION

ABOUT YOUR RIGHTS UNDER "RESPA"

I Account Number 115911929 ProperlY address 85lS Par3d ose Valley R03d ,29

r-;;;;ement dMe I ;;p",."

You shou ld also be awa re of your rights as a consumer with a home loan. These are explained in mo re detail in Section 6 of the Real Estate Settlement Procedures Act (RESPA) (12 U.S.C. 2605). Here are the highlights:

During the 60-day period after your first payment is due to Countrywide. if you have already or mistakenly sent a loan payment to First Nation!!1 Bank Of Nevad!! before its due date. Countrywide is not allowed to charge you a late fee or treat your payment as late.

You have other consumer rights under RESPA Section 6 as well. If you send a "qual ified wri tten request" to Countrywide concerning the servicing of your loan. we must provide you with a written acknowledgement within 20 Business Days of receipt of your request A "qualified written request" is a wri tten correspondence which includes your name and account number and your reasons for the request Writing a note on our payment coupon or envelope is not considered a Hqualified written request. H If you want to send a "qualified written request". it must be sent to:

Countrywide Home Loans. Attn: Customer Service SVB·314

PO Box 5170 Simi Valley. CA 93062-5170

Countrywide then has 60 Business Days after receiving your request to make any appropriate corrections to your account. We must provide you with a written clarification about any dispute. During this 50-Business Day period. we may not provide information to a consumer reporting agency conce rning any overdue payment related in any way to your qual ifi ed written re quest However. this does not prevent us from in itiating fo reclosure if proper grounds exist under your home loan documents.

By definition. a Business Day is a day on which Countrywide's offices are open to the public for carrying on substantially all of Countrywide's bus iness functions.

FinaJly. Section 6 of RESPA also provides for damages and costs for individuals or classes of ind ividuals when servicers are shown to have violated these requirements. You should seek legal advice if you believe your rights have been violated.

Welcome to Country\'Vide!

SEE REVERSE SIDE FOR IMPORTANT CONSUMER INFORMATION

=---=---------""" --------""" --

R CounlrJUUidr HOME LOANS

MONTHLY HOME LOAN STATEMENT

o 1 23 5 8 2 III AS 0.526 -AUTO 15 0 3156 91911-5150 WUI XW OWOOO-2S-0-- CLD IN 123

DOUGLAS D BRUNElLE 8535 Paradise Valley Rd Apt 29 Spring Valley CA 919n-5750

?Q.\& \'2.b.o'o~ (,:1.ee~qlI041 11.111111111.111111.1111.1.1; 1.111.1.1.1.11.11111.11.1111.1111

I Account Number 115911929 PrClperty address 8S3S ParadISe Valley RClad 129

I Statement date t~

Register Now I Oaline Account Benefits

When you set-up your account onlina, you'D gain access to manv convenient tools and SeMces. You can:

• Pay your mongage bill online • Enrol! in an automatic payment service • Have round-the-clock access to vour account history • View your stlltement. taxes ond other Joan documents

Log onto customllrs.colU\1lyWide.com lind register today!

,. " . " . . . . . . .. " . " . . . ,. . . ........................... • •••••••• I ••••

WELCOME TO COUNTRYWIDE! Yoar bome loaa Effective January 1. 2006, the servicing of your home loan has been transferred from First National Banlc Of Nevada to us. Countrywide is pleased to be the new servicer of your home loan. We also wish to assure you that the terms and conditions of this transfer will not affect any original loan documents other than the terms directly related to the servicing of your loan.

As your home loan provider, Countrywide is committed to courteous and responsive service, accurate and timely handling of your payments, and simple. direct answers to your questions. For a prompt response in all communications with us. please remember to reference your account number 115911929.

PaylneatProcedures Beginning January I, 2Il116. your payment of 52,053.23 should be mailad to Countrywide. Attached is your first payment coupon. An additional coupon will be sent automatically in your next Monthly Home Loan Statement

Payment of insurance and taxes Your monthly home loan payment may include an amount to be deposited into an escrow or impound account from which we pay the insurance andlor taxes, which may include a reselVe or cushion amount depending on your loan documents or applicable state law. Countrywide may either retain tha escrow analysis schedule used by your prior servicer or it may elect to ra-analyze the escrow payment amount and make any necessary adjustmimts. CountJyNide analyzes escrow accounts utilizing the aggregate method. Please contact Countrywide if you have any questions concerning a mortgage escrow account

Home loan overview as of 12JD5J2DG5

Helpful TIp - Notify Vour lasurance Carrier You should notify your insurance company to list Countrywide as the mongagee on your policy. The Mortgagee Clause should read as follows:

Countrywide Home Loans andlor its assigns as their interests may appear (ATlMA)

Attn: Insurance Department P.O. Box !l61206

RWX-22 Fort Worth, TX 761 6 Hl206

Fax 800-293-8158 customers.countrywide.com/ (Borrower)

business.countryWide.com (AgentICompany)

Escrow disclaimer Please note that the account information contained in this statement may not raflect escrow disbursements that wera made by, and payments that may be due to, your prior lender, including MIP payments for FHA insured loans. If your paymants are dalinquent, your first monthly statement will reflect the payments ow"d for monthlyMIP disbursements.

How to reacb your previous lender FIRST NATIONAl BANK OF NEVADA 1665 WEST ALAMEDA DRIVE TEMPE, AZ 85282 (480) 224·8370 (If not a toll free number. you may call collect)

Amount due on 01JQ1/201l6 as of 12J1)5J2l105 HOME LOAN SUMMARY Principal balance

Escrow balance late Charge if payment received after 01/17/2006

$320,000.00 $1.266.15

$90.00

Home loan payment due 01/01/2006 (see next page for account details)

$2,053.23

Calls may be monitored or recorded to ensure quality service. We may charge you a fee for any payment returned or rejacted by your financial institution, subjectto applicable law.

PAYMENT INSTRUCTIONS 1. Please

• don't send cash • dan't staple your check 10 the payment

caupon • dan't include correspondence

2. Write the account number on the check ar moneyorder.

3. Wllte in any additional amounts YCIU are includmg. (If the total is more than SSOUO. please send certified checll

4. Make yaur check payable to CoIla1ryWldll HOllllI Lollas Ann: Remillanee Processing PO BOX 10219 U •• '.U"'fOII'>. ,,,.," _."

This communication is from a debt collector.

HOME LOAN DETAILS

Monthly payment breakdown as of 12/DSJ21J05 Principal and/or interest payment Escrow payment amount

S1.800.00 253.23

$2.053.23

I Account Number 115911929 Property address 853S Paradise Valley Road 129

Loan type and term Loan type Interest rate Upcoming dates

.\ Statement date 1~

30 Yr Fixed Interest Only 6.750%

Total monthly home loan payment Scheduled escrow account review 01/2001

Escrow account expenses We are responsible for the payment of the following escrow items with the exceprion of the items marked with an asterisk (*,. The payment of the items marked with an asterisk (*' are the responsibility of the homeowner.

Descriprion Payee Policy numberIT 8X 10 Frequencv • Hazard insurance State Farm General Ins Co !!O-09·5415-4 Annual

County taxes San Diego County Tax Collector 5861701829 Annual County taxes San Diego County Tax Collector 5861701829 Annual

Next due date 07/151201l6 11/30/2006 03/31(1006

Amounrdue 0.00

1,519.38 1,519.38

--~ ----==

Home loan activity since your last statement Date Description Escrow Tota'

1.266.15 12101(1005 Tax deposit 1.266.15 -Eading belBlle. S3ZD.ooo.oo $1.2&6.15

-NOlE: The ailing bIIiIICtI is ~ not die same. die =_10 payaft ycwr ICNIIL Fer payaft ~ yaIIl1Iay use _24-11u _lied WOI1II&1IOIIsysIeaI_ ~

IMPORTANT NOli CE

Countrywide Home Loans will not enforce any provision that may be contained in your loan documents requiring mandatory arbitration of disputes.

1J<_...,IIIeIlqo_.ICorp" .... _ ...... IItec.t.b_~ ... Moq.kadlnQAd;

CREDIT REPORTING NOTICE

We may report information about your account to credit bureaus. Late payments, missed payments or other defaults on your account may be reflected in your credit report.

@J ram ~ Hcusing lendat. 4) 2005 CounIrpwide Hllllle lollIS, Inc. 4500 Pm Granada CalobasJIs, CA 91302. T~ce marb aI.the pnlper\y of CaunIIlWidD Finwial CatpOI'IIiOl\ Inc. andIat i1s svIIsidiarics.

Haw we past your PllJlllllnt All accepted payment of principal and interest will be apptied to the longest outstanding installment due, unless otherwise expressly prohibited or limited by law. If you submit an amount in addition to yoor scheduled monthly amount, we wiD apply your payments as follows: IiI to Clutstanding monthly payments of principal and mterest,liil escrow deficiencies. liD) late charges and other amounts you owe in connectian with your loan and livl to reduce the outstanding principal balance of your loan. Please specify if you want an additional amount applied to future payments. rather than principal reduction.

Post-dated checks. Countrywide's policy is to not accept post dated checks, unless

PROTEC TIN G Y OUR IDENTITY

Identity theft is one of Ihe fastest growing crimes in America. We undersland the implications identity Ihell can have and take very s~ilic steps to reduce the chance that identity Ihieves can damage the credit reputat ions of our customers. See our website at lWtW.countrywide.com and click on Hprivacy and security"" for more information on idenli ty theft and how to protect yourself.

If you think your idenl ity has been stolen. alfecting any of your loans or accounts wilh any of the companies in the Countrywide family, please contact us immediately:

Phone: 1·877-CUFRAUO (283·7283) E· Mail: [email protected]

You should also contact the three major credit bureaus and have them place a fraud alert on your Ii Ie.

Equifax Experian 1·800-525·6265 1·888·397·3742

TransUnion 1·800·680·7289

for additional information. contact the Federal Trade Commission at

their (438-4338).

!?mCounbywide' HOM E LOANS

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~Countrywide' HOME LOANS

YOUR PRIVACY Tbe opportunities you deserve, the privacy you expect For more than 30 years, Countrywide has been a trusted leader in home loans. Our primary focus is on empowering you to meet your homeownership goals by offering a wide range of financial products and services. This brochure explains how we protect and use your information in a safe, secure and responsible manner.

We offer you products and services at a lower cost or with greater convenience by sharing limited information within our Countrywide family of companies and with carefully selected business partners.

YOUR PROTECTION IS OUR PRIORITY We strive to safeguard your data. We do this by:

o setting policies and procedures for carefully handling your information;

o limiting employee access to sensitive information;

o protecting against unauthorized access to customer data using data encryption, authentication, and virus detection technology;

o requiring service providers who do business with Countrywide to comply with privacy laws;

o auditing company security practices; o monitoring our websites through

recognized online privacy and security organizations such as TruSecure Corporation; and

o conducting background checks on all employees and providing privacy training.

ABOUT OUR WEBSITES We design many features of our website so new visitors may anonymously learn about our products and services, view today's rates and use our educational tools without revealing their identity. For new visitors, we use "cookies, II GIFs or similar devices to collect

limited data (such as the date, time and areas of our website visited and the website the new visitor came from). When you select one of our products or services, review your accounts online or respond to marketing materials sent to you directly, we will try to identify your browser and may combine information from "cookies," GIFs or other similar devices and other information collected online with any other data we maintain about you. By improving the marketing and content of our website and making your online experience more convenient, we are able to better serve our customers' financial needs.

For more details on Internet privacy and security, please visit www.countrywide.com and click on "privacy and security".

HOW WE OBTAIN AND USE INFORMATION To fund and service your loan, comply with government regulations, improve our products and services, and better understand your financial needs, we collect and maintain customer and former customer data. We collect information:

o you provide us on applications and other forms (such as your phone, Social Security and account numbers, assets, income and employment history);

o about your transactions with us (such as your loan balance, payment histOl}' and other account information);

o about your credit history from a credit reporting agency; and

o about you or your property from business partners and service providers (such as a property appraisal, purchase contract or membership number).

We disclose some of this data to third parties (such as credit reporting agencies, regulators and loan investors). We may share some of this information with companies performing services on our behalf (such as the vendor who prepares our monthly statements). These service providers agree to keep the information confidential and not use it for any other purpose.

Additionally, to provide you with valuable product and service offerings, we share

..

limited information (such as a list of customers in a certain income range) within our Countrywide family of companies and with business partners who are obligated to maintain the confidentiality of your information.

YOU HAVE CHOICES You may limit how we share your personal information. This is called a right to "opt out. " You have three options to consider.

1) Continue receiving valuable and convenient product and service offers You can enjoy the benefits of valuable product and service offerings without taking any action.

2) Opt out of information sharing outside the Countrywide family of companies This choice would stop us from sharing nonpublic personal information with our carefully screened business partners. This may limit our ability to inform you of valuable and convenient products and services from partner companies.

3) Opt out of information sharing within the Countrywide family of companies This choice would stop us from sharing non-public personal information within the Counbywide family of companies. This may limit our ability to offer conveniences such as a tailored savings quote on homeowners insurance, a custom financial investment plan, and other financial service offers.

We honor our customers' privacy choices across the family of companies. For loans to multiple borrowers, we will apply an opt out by any borrower to all borrowers on the loan. If you opt out, we will continue to share non-public personal information with our service providers (such as the vendor who prepares our monthly statements), with third parties as required or permitted by law (such as credit reporting agencies or regulators), and share transaction and experience information (such as your loan balance or payment history) within the Countrywide family of companies.

If you want to opt out, call us at 1-866-605-3467. Please have your account and billing information available when you call.

In today's dynamic market, opting out may mean' missing timely information about products and services that help you accomplish your homeownership and other financial goals. It's something to think about carefully. We don't want you to miss out on any opportunities.

In the states below, we have different information sharing practices.

Notice to CA Residents: We will provide a separate short form notice describing the rights of California residents to opt out under California law, including rights to opt-out of affiliate sharing. We will only share non-public personal information as required or permitted by law.

Notice to ND Residents: We will share information within the Countrywide family of companies unless you opt out by calling the number above. If you opt out, we will continue to share only transaction and experience information (such as your loan balance and payment history) within the Countrywide family of companies. In addition, we will only share information with our service providers and with third parties as required or permitted by law. We may also disclose your non-pUblic personal information with your written consent.

Notice to VT Residents: We will not share non-public personal information with anyone except our service providers and third parties as required or permitted by law. We will share transaction and experience information (such as your loan balance and payment history) within the Countrywide family of companies. We may also share information with your consent or at your direction.

BENEFITS TO SHARING WITHIN THE COUNTRYWIDE FAMILY

To offer and recommend valuable products and services, we may share customer and former customer information within our Countrywide family. All of these Countrywide companies follow the same policies and procedures described in this brochure.

o New Home Loans - Countrywide Home loans offers new home loans, home equity loans and lines of credit, and many refinancing options.

o Home Loan Servicing - Countrywide Home loan Servicing LP provides industry·leading customer service and easy access to your home loan account information.

Q Insurance - Countrywide Insurance Services and Balboa Life & Casualty* offer homeowners, life, auto, disability. home warranty and other insurance products.

o Loan Closing Services - The LandSafe family of companies offers title and escrow services. title insurance, credit reporting, property appraisals and flood zone determinations.

Q Investments - Countrywide Investment Services offers financial planning. mutual funds, IRAs. Roth IRAs, IRA and 401(K) rollovers, stocks. bonds and fixed and variable annuities.

Q Banking - Countrywide Bank, N.A. offers checking. savings, CDs. money market accounts. new home loans. home equity loans and lines of credit, and many refinancing options.

o New Products and Services - We may expand to offer you new products and services by forming, acquiring or merging with a new company.

As Countrywide Financial continues to expand its Global Operations, we also look for ways to enhance customer satisfaction in the United States by using our resources overseas. Our mission is to quickly respond to your homeownership and financial needs at all hours of the day.

BENEFITS TO SHARING OUTSIDE THE COUNTRYWIDE FAMILY

To make products and services available. often at a savings to you. we may prudently share some customer and former customer non·public personal information with business partners under an agreement requiring the partner to keep the information confidential and only use it for those offers.

HOW TO CONFIRM ACCURACY OF YOUR INFORMATION

We commit to maintain accurate and up.ta.date information on all of our customers. We provide access to account information in many ways-<lver the phone. in online and paper statements. and other communications. If you believe any of your information is incorrect. please notify us immediately using the customer service number provided on your account statement. We will respond timely to your request to correct inaccurate account or transaction information. However, in order to protect your information. we may ask to verify your identity and for other details to respond to your request.

NOTIFICATION OF CHANGES The policies and practices in this brochure replace all previous notices or statements about your privacy rights at Countrywide. If we make any significant changes. we will notify you and only apply those new changes to future use of your information. If we make such changes. we will also revise the policy effective date. so that you can keep track of when those changes occur.

"-

Exhibit D

Exhibit D

120/12 ,. SEC Info - Cwalllnc, et c I. - 42485 - On 1/31106

SEC rllfo Home Search My Interests H.!:Ju User lili! Clmri,'il! HrtmeUe

Cwalt Inc, et al .. 424B5 • On 1131106

Filed On.!LJllru! 2:30pm ET • SEC Files 1.3.3-125902,::2! . Accession Number 1193125-6-15999

in this entire =iling, Show Docs searched and ewry "hit".

.!:k!J!.... Wild,'urds: ? (iiil) kncr). * Inuny), I.ugh·: Il), [h,cs' & (;J-DQ', I (II..,; IllI'TcXl: I ('llly_~:hcrc), "(&)" (ncar).

1/31/06 Cwalt :nc 42485 : : 362 Alternat jy" r Oi" _.I..!:..!..;.:_:.!l.G.2.::..J.!.

Prospectu~ Rule 424(b)(5) filiog,]"able of Contents

DoeumeDt/Exhibit ,Q,tSeript.19D

1:~ Cwalt - 2006-Jl Prospectus Supplement HTML 2.51M

[)uclllnent Table ofCol1tcllls

(sequential)

I sl Pa&« - Filinc Sltbmi.'sion " Table of Contents " Sununuy .. Sunmuy ,,(Transaction Parties " Risk Factors " The M0I1Gage Pool "~ " Assil:mncnt of the Mort~\!,W Loan:' " Conveyance ofSmp!emenl.al MOI1!mb~ Loans .. Undenyritinc Process -- Couott)'wide HOJre Loans. Inc " UndCCVljtjnc Process -- First Natiollal Rank of Nevada " UnderwritinG Process -- Americull Home M0I1!la!lc Corp " Undenyriting Process -- General " Servicjne ofMortWge Loans " Coullttywide HOIne Loan<; Servicing LP " COlmtJ:ywjde Home Loan.; " Mortgage Loan Production " Loan Senrjcing " ColJcctjon Procedures " Foreclosure. Delinquency and Loss Experience " Seryjcing Conwensation and Payment ofF.xpenscs " Adjustment to Servicing Cornpen"alipn in Connection with Cluilln

Pn:llajd Mortgage LonDs " Advances " Certain Modificatjons and Rdinallki!llk' " The IsslIjnl: Entity " Static Poo! Data " DescrUltjon of the Certificaw~ " Calculatjon of Class Certificate H:L~ " Notional A!J!)Wlt Certificatc:.

.. Book-Eoto' Certificates; Denomilljltions

.. Detennjnatjon of LID OR

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(alphabetic)

• Alternative Fonllals (Word. et a1.)

• Adjw;\ment to Servicing COInpensntjon in Connection with Cl:ni\ic_Prcpaid Mort!;mCC l.onns

• AiliDini,lralive Matters • Advances • A~cncy Set uritics • Alklemion nfLossc:; • A.Ik!.!:illiJn (,fNet Interest Sh(lnfdl!s

• Amcn~ • Amcric;l!l Home Mortgacc COIl) • AI1li:.U~.1i.l:!ellCy Legislatjon and Other l.imitatjons on Lenders • Appljcahility ofUsllJ)' Laws • ill:iIgn'llt'tlt ofMorlgage Assets • Assig!l!.tl',!tlt (lfthe MOl1gage Loans • illilllil.blc IntOrmation • Bill1kJJ.ll.lIH Bonds • Rankl1!jltC,l' Or Insolvency May Affect The TiminG And A!J!)ullt

llf.I2!: mllU!iwls....Qu TIle Certificates • HQ.P18:UlIY Cerlil!cales • BJ2Q.k:.E!!lry CertiflCates; Denominatjons • .fuill1.:.l~!!lIY Rc&\"m1!jon • L<!lciJJl!.m.pJ.:,(lass Certificate RaL1IJce • !:l!ll!l:!Jjl.;,ll QfClasses ofCertificatcs • !:·crtllinJ.&~ll Aspects oflbe Mortgage Loans • C~I]'\l.l.\"1!lue~rdinc the Master Seryicer and the

.12ui1 ~',!!r eo !..:.l:ltit~.1 I\ta!\ers ReL!<trlljm: the Master Servicer. the Depositor

i!lli.Ubr..:'i~k:rs .. f\:t1aht l\-l11dirk;atioll.:; and Refinancinwo .. ut!i1i;;,'lt~_Hru.lncc OfCcrtjfJcatcs May Exceed DlC Marlcet

\'allld1.L..Dl~ Mort!m&e Assets. TIle

1/26

120/12 SEC Info - Cwalt Inc, el al. - 42485· On 1/31:06

" Payments on MOUgllW; I ,oans: Accounts " Inyestments ofAmuuns Held in Accoullls " Fees and Expenses .. Diitnbytjons

Priority orDistnbutions Among Certificntes

~ AJlocation of Net Interest ShOltful1s TIle Conidor Contracts TIle Conidor Contract Reserve Flmd Princjpal AJlocation of Losses

" Reports to CertificatdlOlders " Strucnlring Assll!I!JltiollS " Optjonal Purchase orDefaulled Loan.s II Optional Termination II Eyents ofDefdult: Remedies II Certain Matters Regarding the Master Sen'K:er, the Depositor and

the Sellers " The Tmstee " votjni: RiJ:hts

" Restrictions on Tran.o;fer of the Clus5 A-R CcrtificalCs .. OwncrshiD ofthc Re5id\!i!1 Ccrtificates .. Restrictions on Inyestmcnl Suitability Requirement:; " Yield. Prepayment and Maturity Consjderatjons " Prepnymcnt Considerations and Risks " MaDdatoO' Prepqyment II SensRivity ortbe Inverse Floating Rate Certjficates " SensRivity of the Clas. .. I-X and CL1S ... 2-X Certificates " SeDskivity of the principal Only Certificates " Wejooted Ayerage Lives oCthe Offered Certificates " Decrcmcnt Tables .. Last Scbeduled Distnbution Date H The Subordinated Certjficates " CredR Enhancemem II SubordDJ.ltjon II Use of Proceeds " Legal Proceedings to Material Federal Income Tax Con.c;eguences II Other Taxes " ERISA CODsjdemtjons II Method ofDistnbytion " Legal Matters "~ " Important Notice About Inthnmtion in Thl'; Prospectus jUld r:.ach

AccoD1Jlanying ProSJlectuo; Sl.!Ilplemcnl " Limited Source OfPaymcnto; -- No Recmn]e To Sellers,

Depositor Or Servicer .. Credit Enhancement May Not Be Sufficient To Protect You from

~ " Losses On Balloon Payment MQrtca~s Arc Aome By You " NaMe OfMortga~s " IlQlact O(World Events II You CouJd Be Adyersely Affected Ay Vjolations Of Environmental

Lam II Ratin~ Of The Cenjficales Do Not Assure l1wir Payment II Book-Eoby Registratjon II SecondaO' Market For The Certificates May Not ExLo;t II BankOWtcy Or Tn .. olycncy May Affect The Timing And AmOlmt

lWW.secinfo,com/d14D5a,vfJg,htm

" ~!iQ.n Procedures .. (' OOSlID"k!r Proh!ctjon .l.;m!s .. (Qnvt!yancc orSulllllemcntnl Mortgage Loans .. forriJor Conlnlct Resent: Flmd, The .. (om.lor ('umnlCIS, The " (' ounu:ywide Home LOa1\" " ~'ountl:ywkle Homc Loans, Inc " CmUlI:ywide Home Loans Sm/icing LP .. Credit Enhance!T!!nt ., Credit Enhil!lcem:nt Mil}' N 01 Ae Sufficient To Protect You

from Losses ,. ~'ross Support .. Decrement Tables " Dclavs in Renljzaljon on MortlmCcd Propeny: Expenses of

Reilli:talion ,. Depositor, The .. pescription urthe Certificates .. ,Dctennination ofUBO R " Distributions ,. Distril)utjons on Cenjficates ., pue-pn-Sale Clauses .. Environmental Risks .. ERISA Con.';i<iemtion" .. Event" ofDef.uJ!t .. Events ofDclimlt: Remedies .. ~ce as to COllJpliance eo Fees and Expenses .. Financiallnfonmtion II Financiallnstnqncnts II First National [lank ofNl.'vada It Foreclosure and Rcpossehlikw .. Foreclosure. Delinguencyand Loss E.--s:perience .. ~ .. Hazard Insur.Jllce .. Impact 0 fWorkl Evenlo; .. Important Notice About Inl<u'Olillion in ThL,; Prospectus and

Each Accompanying Prospectus SypplelWnt • Inco[porntjon ofCenain J)OClUllCDlS by Reference: Reports

Filed with the SEC .. Index to Defines! Tenn; .. Indices Apoljcabie to Fiolltilll: Rilte and Inverse Floating Rate

Classes • In<;urnllce Policies. Surety Bonds and Guarnnljcs .. ~ • Investments in A!l1ount<; Held in Accounts • Investmenlo; ofAmlUnl5 Held in AccO\Dlts .. Issuing Entity. Thc .. l.ast Scheduled Distnblllion Qlle .. l.egal Investment .. Legal Maners • Lebra1 Proceedings • Letter o(Credit .. Limited Source OfPaymems -- No RecOurse To Sellers,

Depositor Or Scrviccr .. Liguidation nod Tenninatioll • List ofCertjficateholders .. Loan Scn'icinc • Losses On Balloon Paym;nt Mortgages Are Borne By You

2/26

· ., SEC Info· Cwalt Inc, et "I. ·42485 - On 1131/06

.. ~fD~I8~Q~~'cei~I~St lie I C! c· tea es May Exceed The Mill W Value OfUle Mortg.lgc A;.s~;S

.. The T0151 Fund .. The Mortcage Loans -- Genel:!1 .. A~ncy Securities .. P' M nyateortca~-Backed Securities .. SubsljMjon ofMortcagc Assets " A vailab!c Infoomtion .. I . fC . ~omomtpn 0 ertam p"'!!Illcnts by ReICn!m:c; Re12011s "!!£d

with the SEC " The Deposjtor .. Mortcace Loan Procrnm " UndClwrjtinc Process " 0 lific . uaatlOllS of Sellers and () rigimtors " Representations by Sellers: Rmun:hases

" Distnburio!1S on Certificatl':i " Categorics o(Classes ofCcl :ilkiltcs " Indices Applicable to Floating Rat!,~ and Inyer.·'C Floating Rail"

~ " Book-fnlly Certificates " Mortgage Pool Insurance !?~kic~ " Special Ha74rd 'nsumnce p,)'!!\;j~!i

" Bankl1!Dtcy Ronds " Reseryc Fund " Cross Suppon .. Letter of Credit " Insurance Policies. Surely B()nds and Guaranties " Overcollateraljzation and F~£!:!'i,'i..rash Flow to Financiallnsh1l!!!!nl<; " Yield and Prepayment COI'~ld\"r;Hi\)ns " Prepaym:nts on Loans " Prepayment Effect on Inter';;;l " Delays in Rea!i'!1ltion on Mpril!iu,:ed Properly: Fxpenses or

Realization " Optional P\[Chase .. PrcpaynK:!U Standards or i\'lo:lcb

" Yidd " The pooln,!: and Servicinl:'\!,r'll~l1lCnt " As.<;Uwm:nt ofMortgallC A~.~';.:j " Payments on Mongage AS:>.'b;,.r!I?!lOSitS hl Cl·rti!;Cale ACillUJl

.. Pre-FundinG ACCOunt " TnvestnK:O!s in Amounts H!.:KI in A';CQlIl1ls

" Sub-SeryjcinG by Sellers It Ha:zard lusurnnce .. Realization Upon Demllitell h!..:ll!':';!~...!.wm:! It S .. nd he . erylCmg u Ot r Conu).';'I!:;:lIl!m and Pjl)l!llCll! ofFxpense~

It Evidence jJS to CO!l1plianc; " list ofCcrtjficatehQ!ders " Certain Mat!!!r5 Regarding Ih; ;vlaster Servicer and the Depo~J!m: " Events ofD,fdult It Rights Upon Event ofDefi!llt

" Amendment " Termination; OptjonjJl TeIjJ]~'iIJil.!.tl " Certain I.cl!lll Aspects of,i)~.\I()ru:agc LOilns " Foreclosure and R~pOSSCSSI(I!l

" Rights ofRede®tion " A . D fico Lc . L • nti- e !Cuey gto;ktllOJ1.JlIJ!LQther LimitaljOlts on Lenders

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• MjJndjJlOIY PrcpaYlllcnt • Matcrial Fcdernl IncoOle Tax Consequences • Method ofDi.<;trilnltioll • \1urtgal:c Loan Production • Mortgage Loan Program • Morte:!!.:e Pool Insumnee policies • l'iliUlg'!.'S PooL The • Ni!lun: .. OfM.~ • Imn- R 1-:.\111 C (' ertiljcales • JSlliiliiiJ~rsom; • JS!l.!kC;!Hlrse To Scllers. Depositor Or Serviccr • JS!lI!(l!li.IJ A mount C elliiicates • Q1l!iQ!liIIDudla~ • Q1l!i.illID I Purchase 0 f Delimited Loans • ililtK!!'1;!lJerminatioD " !1I..b.tJ.:~f:!.:s.!. 'tmsideratinns " !2tb.tJ.:lw,',1i " lli~rk!.l!!'Jl~llili?!ltiw! and Excess Cash Flow .. iliYlli:r.:l1!11 \lfthc_Rcsidual Certificates " £illn..~;Lilll i\lortgill:W Assets: Deposits to Certificate AccO\mt " £\\yll"l;;U~.ml Mortgage Loan . .,; Accounts " ,~m~li(~:".!l1J..fu:rvicil1g Aweemcnt. The .. .r.n~:.F.~!'.I!Jm~t1~21\illl " .~n:ffil~LD.t.;!lt Charges .. ,r.~~ ... ::1)11~.iJ~J,~ollsjdcratjollS and Risks .. .r.n:J11l:tl);;;1!LfJ~lIlnterest

.. J!J:~.n;!.Ym.a!!,; "'ll1QjJl~

.. J?n:mlY!!.I\.llltS.limdjJrds or Models II .i?JJl.h;IJl.,;.1

.. J!mmJ'_vJJJ.~'.rih!Iti()ns Amns Ccrtilicmes u J?UUJI .. ~);!IJ~L~~:.Hilcked Securities .. .1?.mml)Jt'I,.U . .r:l[1:;acjlons and Other Taxes .. !.~.\);!!:JI£Alq.!1'!...Q.rSc!!\'!r'" and Ori!;linalo[S .. Ji'lWI;;' .. ltll.m:,::-.. ].lli~[tf,~.!11 Ttl;: Ccniticj!Jes Do Not Assure Their Payment .. .&:.,0.1!.'~I;!!lJ.~Qn Delimited MOJ1gaCe LoallS .. .~I.: l\:!J.C (I..' !Jli..c;!!.I,';! .. 3;~'I:r! L\!1.!.. .. '?J1ilkill~t1QJdm •• .3;;.r:;:::·,,) 1!,~iQ.!'!~ 'icl":rs; Repurchases .. K'.~';'.'..o· i·tlnt!

.. ,1:'~'.':!!.'~.l\ 1.-'" 1)11 Tllv\:~(Inent. Suitability ReQuircnK:nlS

... ~1.>.,'.~!n,.1' lti.im.Jr;\llhlt:;r of the CL1SS A-R Certificates

.. R~J;: .!: o"I~.\'JJrlUiltiQI1 '0 ::,i~r,:.\.U1Ql.~J.\"m! nfDer."ult ... !,~* ... L',l;!!~ .. ;~';"!!!!\);I·::.~J.'!rk~U:(l'· The Certificates May Not Exist .. 1~!;~)~,l!'.;l.u.'.:.JJilJiL'ili.I-X and CL1SS 2-X Certificates ., ;~!~J.l~.;II'Y!\\ .. ()'!Jbd!l\'~~..rse Floating Rate Cellificates .. ;).~·j;~,;I'l"!I'l:~'.DIl!~l'.rm.dJ)jll Only CertifIcates .. ;).;1'\«,' .. !:u.,r!=.~..L~lll{elief ACI

" ~~"'n 1,1'!:: .!!1IlDill!.;L5;Q1uvem,alioll and Payment of Expenses .. :~:.;'\) .. :l •. 1. 'llJ.!llfJ1:"lIlon and Payment of Expenses " ;~,:' l'·!!_L!:..:\1mW.il~C~ " :~n :.;:, II !;;;.:~:.'JJ~s.ir!!II("C Policic,:: .. ;~J~:~:, _t'~~H~j2~l!li

•• ;~Jl. ;.~'" !1 :l~~15~illll@l!.1:l

3/26

120/12 SEC Info - CWalt Inc, et al. - 42485· Or. i/31/06

II 1lRfI8RD51l@tiMis " PreDaymcnt Cbarges " Applicability oCUsury Laws " Scryjcermmbers Civil Relief Act II Consumer Protection Laws " Non-REM'C Certificalcs II REM'C Certificates II Prohibited Tnmsactions and Olher Taxes II Liguidation and TeOllinatiQn " Administrative Matters

" Tax-Exempt Investors " Non-U.S. Persons .. Tax-Related RestrictXm<; on Transfers o'-Residua! Clli~icatef " Other Tax Considerations " Legal Inyestment " Financial InfoOl1iltion " Rating " Index to Defined Tenns

• . S.ulm-:Ji!.l\i.OOD .. };uh:., "~ru;JD.g bv Sellel'~

;i.l}.m1itl~ i.'.!.!lJ1.cly1QLI~~ . .!.\~~:.!.) .. 3.1J.!lli!1il!.l: .. ,;:i\UlllUiUY "lTram.actioll :'iln.~ to L.!llk.uL(.!'lIlent'i .. JJ!kFx!!!1l{l! Investors .. I!!&Bdl!clR.es!rictioos 011 Transfers ofResjdual Certificates u Jenlll)lll!jon; OptIonal T CI mip;,lil)1l •• 11.J!:1..C.~t~alanee ill .. Gmiljcates May Exceed The

~1arkd Vi!.lJJC Offill! M:.u:ll'.!..\tl.' Assets •• "fh~ ('omlor Contr.Icll~~Sill.;:E1!mi .. TIld,::'illllllor Contracts .. Ii~D;;I>\Jsilor

,\ llle isSll"1\! Entity <I The t\t~c Loan., n (1£rt~:i1'

.. Jll~ .. l'vt(ll1ltal:c Pool

." The Porlin!: and ScrvicillLt A!jn;cm;nt

.' Th~l2!miinaled CCI1ifI1E'l

.. TI II: Tm<;\cc

" lite l!ll~1 huill " TnL'itee.llle " Tm'il Fund. 1be " Underwritinc Process ., lJndcr\Vrilillt,,~ Process n Anh:rican Home MOQgagc COW .. !l.nili:l\vn!ing Process -- U!ulllrywjde Home Loans. Inc o Lindel'wril!!lg Process -- F II'S! National Bank QCNevada o Undelwriting Process -- General t Use ofPl'Occcds n VOlin!: RilIDls o Weighted Average Liyes Qfth~ Offi:red Certificates

o Yield and Prepayment Co!l.~iderations ~. Yickl. Pr.;UilYIlk!nt and Maturity Considerations <> You Could Be Adycrscly AOCclcd By Violation5 Of

fu\ir:9l1m,;ntal Laws

This is an EDGAR HTML docllment re"derl~d asft/ed. I dlterllotive Formatsj

Company Financial Report The Most Reliable Credit Reports, Businp.ss Insight & More - Only O&B •

• w/ .... ,dnt''I.r.omic :"tbl

----------- -

Table of Contents

PROSPErl1.5 SUPPl..El\mIT (To Prospectus dated.'unugry 27. 20116)

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$781,555,047 (App-oxima'" )

eWALT, INC. Depositor

4126

SEC Info - Cwall lnc, e! al. - 42485 - On i{31106

Countl)lWitie" HOME LOANS

SIlUII)o r ~",I S\' II\-r

Countl)'"idc HUlIIC 1 .. o:lIIs Sc n 'icill!!. U' .\loSIH S~nic~r

Alh.' nmtin' Lo:ln Tmst 2006-.11 h~uin l: Fnl il )"

MDI"I;a,;_ I'", . · ,' .i •. 0: . ( "fuli, II, >. , , .• " 16_.11 Ilis ld llutions ' ~lyaIJlr n k~ lIhl~', b'):l nllin~ i:.rl! ,,~n 17, lOfl(1

The issuing enlil)" .... ill issue cellilil-Jtc.<. Ill clut.ling the follo,,'on); d lsses o r .;ellll ic;,le). Iha' :on' "lk,,:J I"", .. ,anl 10' Ihis prospectus supplcn-.:nl and the acconf!anying pm~pc.;tu s:

0 ..... t·A·\ Ct2<lo I·A·~ 0 ..... I·A·1 0 _ I·A-I 1; ...... ·,\·S CI"", '·/H, 0 ..... 1-,\·1 0 ... loA'" 0 ... 1·0\"" Ct .... t·A· tO (;1. '·A·lt O ... I·,\·I~

0 ..... 1· ,\·1j

Consider urcfully thr risk rae lou b;.o):illn in ): on lUge s ·n In th" prO\~(tu~ ~ UI'l'knlcnl

and on IXIl:c S in the prO'iJlfchiS.

Thc cClliflCmcs repr;.oscnt obligations (tfthe iSS Ulllg cnl ily only ~nd do nOI repn:scnl an (,HcreSt ill or ob ligation ofCWM.T. Inc .. Counlrywide lion>.: loans. In ... . o r ~ny of their an·,li:l.les.

This proSpeclus .~upplcllk:lllnuy bc used 10 ofTer ami sc lllhc offen:d ccniiicnlcS only If aeconf!anicd by thc prospeelus.

I "t~., CI." Inlri.IO". r .. ,IIi ... " C. " lfI .... lI . t,n"' lI,t,nrn' ' nili.1 ... ". 1"lIt.1 ... ".

:>""."'t 1 . "u~h .... "'i out Th"",~h

.\ """ .tl l l , I, l!l " .... onU II J{.,.jl)

• ·O." ~·.""" /"1""'"11 \ · 1" 5 ~5.IIOII,OOU n .... 'n' • 7~.OOO.00!lI .' I It"" ,n, "·,H~ • t.HS.OOO j .WO. St~UJ<.noo ' :If. " 1.\ S"S!.ISS, t72m v ....... o Sl dlOOO1.OOI1 d" ., "~ '.~, ; " • fol. lSQ.OOO 1.00"1. S 1t)< .4~~i.I"~".11 H".JI ''' ~ I .. • J ,\ . : • J.II;II.OIM I 7 (MI"'o

• KQ.":,uIOJ S.~Il' . " , , S I.7SS,~17(J I v .....

• 1(' 4 ~.' oon 1'1''''''''11 .,"101 , 2 . 1SII.'~Jj '" • 1'1.fIOO.OOOOI Ho.:iI,ng .... ' PI ' ~ • ~1.~'~ '" • '''.119.000 ' ~(~. ".I·1t • ' 00 '-511'.

• SU·7.000 ~ SCI", ." • It.J.I ~.!OO 1' .. obI. , ~~.7t l.f'I " < ..... t.· ! • 1. 11 .. .<_10 1'. ,;:iIl< , j.3 ·~.I ••• "fl', 'I·l • 4.14R.toOO \' ..... 1. , 21.,,'7,'".' , «,'.

, I I Th l' .III.c)unl '" ~ubJec ( tv ~ pI'nwtt ("d vali",,'c II. tl t ,! ~ :1\· ~ ,Ie "t·,lh.l5 "r minus 50:. I~ ) rhe da~sc) oi cel1liic311'S " ffen:d I ., tlll< !''''-''reCIUS MI"'rl·'1k:n l •• n: Ii.,tc\t. lugelhcr \\; th the ir pass·through r.ues (3nd. in

Ihc c:.~c of the 11oJ.IUll; r.ll e cClllilCltCS. Ihe on ,texon '\ "I<" , .1 e :l~'~-Ihmllgh r.ll e~ ~ re b3scd) 3nd their initial ratlllgs . III lh,· 13bles unde' . SIt"'",,,,y 1'>".' <'1"11,/;/111 of II II' c.. ,/1/".,." , . , .. I pag.: S--(, orlh i~ prospectus sUPI, lem:nl.

13) Th.: Cbs.~ I.A -2. Class I-A-S. Clb~ I·A·1i. CLu> 1-\ an.I I I." ' \ CCll ifo.;" ICS lin: mtcn:s t nnly lIolionar anlOunt CI.'no ticJ.t~ s .!lltl a ,~ nN includet.l III Ihe al!llll:!l .lIe c~", 'c, tk.I'I· bnblll'c o r all o f the ceniflCaieS oflered.

(J) The Cb H 1'0 Celllticale, an' prinf I"" " nly e.'l1 ltk aic' .m, .. . n ,\,,1 a ~emc mlcn:S l.

nil ... pm>;t~rlu s ... up r kllk:1lI Jnd tl,,' J ' . .. "JII)·1II1 ) 11' ... ,

not 10 :he o lhereb,ws "e eel i llic~ t t·. I ~." I \\,11 h~ is, lie.' b, II'r ~ .H1 ~i' !I" :; "flwu luan i! w up .; c f 3()') ,. ,'I)I1I·.:r,lIm l.II. Ii ," .II :c~ ;'k lli lai PIllIlCIt I":S.

",,: (l r. ly 10 Ihe onclUlg oflhc eelllficatcs Its1ed abo\·c and ·jlllj.: .. nlil~·. TIl(; eellllieJleS ,epn:senl in terests in a pool

,,~"\g Ig ... !..I.U!, ,eellle,1 by firsl liens un one· to four·r",, ';ly

en'dn en ll;lIIccn'-'lI! and nllH, r suppun 0r the tr,III.' chi 1\ ,\ I \ ·",,',1 "t: ~uh"Hlin" l i(ln : all .l C",,~-eorr"le l":o!lr. l l I0 n belween loa,. IlroupS.

Ti'c cr~dl· cli ha n'· ~I1\·1\! Ii," ··.Ieh cb" (. f,·;nlficiIIC' \' an~, "" •. :', ·;,j il Cll h1 n .. ~ n k: llt j, available fiIT every class . The ere, lit ,·nhnnC\'t1 k: 1I1 1"'1" tIll: c C llllic.'le~ is .ks( ,;hcd in 11 101<' de . I .' " .'I,,"ctU. ' \lI' I'I"'"k:I\ \.

n. ~ /I •... 1-,\·1. a,~~ 1.. \ _: Ctas> !-,'. 7 r'II1 CLI ~' I·p ··' f." I" . ~ I~o WIll have th ~ benefit ufimercsl rale comdur

·:.' ~ ~ ra c t ·

Thtse 5Ccurrllr~ haw IIot Il\"clI a,. M·. ,wd ,,' lii sa '~JI""u,..d II:> Ih,· Scc uritic ~ allli E\chall):1' CUllnni,~i"" m' llll)" Uato' H furilic.' c""nniu lu" nor h:lS Ihe Securlli .. s and f.uh :I"~(" Cummisslun or any )t~I " .; \·ti.l l"itin \'umm", ~ iun IJJSsNI uplll lhe :I ~ell r~,· ~· or ,Id.: III , .'~ "f llii) l"O'!o fX'~ I U~ ~IIPlllcmcnt 0'1" Ihe ",O\~ClIIS. ,\II}" re ... ncnlllliunlO Ihc cGntrllr~· Is a e~ i mi ll :11 om·ns.·.

COunll)'\\"Jdc $rcunlles Corpor.lllOlI .... Iil " ff," I h ~ cL1He~ 0: ~.1j';cal~S ·:~I I J·' '''·c 10 'he r ll ., II.; ' pICe. to be lIel;.o:o""'c;l at the tlll"C ohale. The plocccds to the depos ilor rTQlIllhe ~ :t le ,, " th <'~e dl$Sc~ of C ~T'lIi~atcs an: ",p:~ l ell l" b, ",)"" '\]'1 .11 .\\ "·""".7 S0,i~",pl" s :.ccru~d in tc l\·~t, befon: deducting ellOpenscs. The "tlcl\'d cCllilic~ l es will he I'mdl:lscd hy Cl'U" 'I)'w~k Sl"' U ';IIC~ C"'1'''':II '''1I ,'n " ", III ~;\!l !J.!I)' >II :'(11)(,. Sl'" "MNh",/ o/Di.<trilml;o,," in this proSPl"CtuS supplcll"l:nt.

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Table oreonlenrs

Prospcctul

IlJ1lortant Notice About In fonmt ion in This ProSPI:Clus :ll'd E:1('1 ,\ccompallying ProsPc"CIUS SupplemcJIl Risk Factors The Trust Fund Use ofProcceds The Deposilor Mongage Lom Progmm Sraric Pool Data Description of the Certificarcs Credit Enbancem:nt Yield and Prepayment Considemtions The Pooling and SClVicing Agreement Certain Legal Aspects of the Mortgagc Loans Material Federallneome TaxConscquences Other Tax Considemtions ERISA Considerations Legal Investment Mcthod ofDistnbution Legal Mailers Financiallnfonmtion Rating Index to Defined Terms

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4 5

14 2S 25 25 28 211 41 47 50 67 74 911 911

101 102 103 103 103 105

8J26

douglas d. brunelle and renee c. brunelle v. federal national mortgage association, green tree...

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