IN THE CIRCUIT COURT OF THE TWELFTH JUDICIAL CIRCUIT IN AND FOR SARASOTA COUNTY, FLORIDA DEUTSCHE BANK NATL.

TRUST CO., AS TRUSTEE FOR AHMA TRUST MORTGAGE-BACKED PASS-THROUGH CERTIFICATES, SERIES 2007-2, Plaintiff, vs. KEITH & ERIN ZOLNER; U.S. FUNDING GROUP, LLC; ET AL.; Defendants. _______________________________________/ MEMORANDUM IN OPPOSITON TO PLAINTIFF AND COUNTERCLAIM DEFENDANTS MOTIONS TO STRIKE AFFIRMATIVE DEFENSES, DISMISS COUNTERCLAIMS, AND CLAIM OF LITIGATION PRIVILEGE NOW COME Keith & Erin Zolner (Defendants herein), who hereby submit this Memorandum in Opposition to Plaintiffs and Counterclaim Defendants Motion to Strike Affirmative Defenses and Dismiss Counterclaims and Claim of Litigation Privilege; in support thereof, Defendants state as follows: JUDICIAL NOTICE 1. As a preliminary matter, Defendants request this Court take Judicial Notice pursuant of NY Stat. 90.202(2) and 90.203 that this matter is governed by or governed in part by the laws of New York State. INTRODUCTION 2. To the best of Defendants knowledge, Plaintiff here is a securitized trust, organized under and governed by the laws of New York.1 3. Plaintiff identifies itself as Deutsche Bank as Trustee of the American Home Mortgage Assets Trust Mortgage Backed Pass-Through Certificates Series 2007-2 (or Trust herein). 4.
1

Case No. 2009 CA 007805 NC

Plaintiff Trust is not entitled to foreclose on Defendants property.

PSA 11.04: This agreement shall be construed in accordance with the laws of the State of New York

5. Plaintiff Trust has failed to abide by New York law, in that no delivery or valid assignment was made Trustee. Because of said failure, the corpus of said Trust does not contain the Note at issue. 6. Plaintiff Trust has operated and continues to operate in blatant disregard of the Pooling and Servicing Agreement (PSA herein) upon which it was formed; in so doing, Plaintiff should not be recognized as an entity with standing or the capacity to sue. 7. Allowing Plaintiff Trust to proceed in its claim to foreclose on Defendant goes against the very spirit and purpose of and for which securitization was established. 8. In relation to the foregoing and because Defendants claims are meritorious, Defendants Affirmative Defenses should not be stricken, counterclaims should not be dismissed, and discovery should be allowed. ARGUMENT: NO DELIVERY OR VALID ASSIGNMENT WAS MADE 9. Under New York law, there are four elements necessary to the construction of a valid trust: 1) a designated beneficiary; 2) a designated trustee; 3) a fund or other property sufficiently designed or identified to enable title thereto to pass to the trustee; and 4) the actual delivery of the fund or other property, or of a legal assignment thereof to the trustee, with the intention of passing legal title thereto to him as trustee.2 10. Regarding delivery or assignment, New York law is well-settled, in that: a. No trust exists under the common law until there is a valid transfer of the asset in question into the trust, and when the trust fails to acquire the property, then there is no trust over that property that may be enforced.3 b. Transfer must be as perfect as the nature of the property and the circumstances and surroundings of the parties will reasonably permit; there must be a change of dominion and ownership; intention or mere words cannot supply the place of an actual surrender of control and authority over the thing intended to be given.4 11. Plaintiff makes no allegations of a delivery to the Trustee; rather, Plaintiff relies on two Assignments of Mortgage, both of which are legally insufficient. 12. Plaintiffs Assignments purport a transfer from Mortgage Electronic Registration Systems, Inc. (or MERS herein) to Plaintiff Trust; these Assignments, however, have no weight under New York law.

2 3

Brown v. Spohr, 180 N.Y. 201, 209-210 (N.Y. 1904). Sussman v. Sussman, 61 A.D.2d 838 (N.Y. App. Div. 2d Dept 1978); Kermani v. Liberty Mut. Ins. Co., 4 A.D. 2d 603 (N.Y. App. Div. 3d Dept 1957). 4 Gruen v. Gruen, 68 N.Y.2d 48, 56-57 (N.Y. 1986); Vincent v. Putnam, 248 N.Y. 76, 82-84 (N.Y. 1928).

13.

Regarding MERS, New York Courts have found the following: As nominee, MERSs authority was limited to only those powers which were specifically conferred to it and authorized by the lender MERS never loaned any money, never had a right to receive payment of the loan, and never had a right to foreclose on the property upon default Because MERS w as never the lawful holder or assignee of the notes MERS was without authority to assign the power to foreclose to the plaintiff5 The status of nominee or mortgagee of record bestowed upon MERS in the mortgage documents, by itself, does not empower MERS to effectuate an assignment of mortgage In all cases which involve MERS, the moving party must show that it validly holds both the mortgage and the underlying note in order to prove standing before this Court.6

14.

The Courts here recognize the breadth of their decisions: MERS purportedly holds approximately 60 million mortgage loans, and is involved in the origination of approximately 60% of all mortgage loans in the United States This Court is mindful of the impact that this decision may have on the mortgage industry in New York, and perhaps the nation. Nonetheless, the law must not yield to expediency and the convenience of lending institutions. Proper procedures must be followed to ensure the reliability of the chain of ownership, to secure the dependable transfer of property, and to assure the enforcement of the rules that govern real property.7 This Court does not accept the argument that because MERS may be involved with 50% of all residential mortgages in the country, that is reason enough for this Court to turn a blind eye to the fact that this process [of avoiding traditional mortgage recording] does not comply with the law.8

15.

Here then, Plaintiff fails to show standing under New York law. ARGUMENT: PLAINTIFF TRUST FAILS TO ABIDE BY THE PSA

16.

Plaintiff Trust was formed as a result of the execution of the attached PSA.

17. Defendants do not presume to be third-party beneficiaries under the PSA; rather, Defendants argue that Plaintiff Trust operates outside the authority that created it (i.e. the PSA).

5 6

Bank of New York v. Silverberg, (2011). In Re: Agard, 444 B.R. 231 (2011). 7 Bank of New York v. Silverberg, (2011). 8 In Re: Agard, 444 B.R. 231 (2011).

18.

PSA 2.01 reads in part: Conveyance of Mortgage Loans. The Depositor, as of the Closing Date, does hereby assign to the Trustee without recourse all the right to the Mortgage Loans identified on the Mortgage Loan Schedule In connection with such transfer and assignment, the Depositor has caused the Sponsor with respect to each Mortgage Loan to deliver to the Trustee the following documents or instruments. (a) With respect to each Mortgage Loan (i) the original Mortgage Note endorsed without recourse to the order of the Trustee or in blank, and showing an unbroken chain of endorsements from the original payee thereof to the person endorsing it to the Trustee in blank or a Lost Note Affidavit; (ii) the original Mortgage with evidence of recording thereon; (iii) an Assignment of the Mortgage in blank or to the Trustee [W]ithin 30 days after the Closing Date, the Depositor shall complete or cause to be completed the Assignments of Mortgage in the name of Deutsche Bank National Trust Company, as trustee under the Agreement relating to American Home Mortgage Assets Trust 2007-2, Mortgaged-Backed PassThrough Certificates, Series 2007-2 (or shall prepare or cause to be prepared new forms of Assignment of Mortgage so completed in the name of the Trustee) for each Mortgage Property in a state, if any, which is specifically excluded from the Opinion of Counsel delivered by the Depositor to the Trustee and the Custodian, each such assignment shall be recorded in the appropriate public office for real property records, and returned to the Custodian, at no expense to the Trustee or the Custodian.

19. Adherence to the terms of the PSA is required for a mortgage to properly transfer into the Trust corpus or fund.9 20. With regards to the Mortgage at issue, Plaintiff Trusts multi-faceted failure to adhere to the terms of PSA necessarily prevented the Mortgage at issue from becoming part of the corpus of Plaintiff Trust. UNTIMELINESS 21. Closing Date of Plaintiff Trust was February 28, 2007; all assets were to have been transferred into said Trust by this time.10 22. After the initiation of suit, Counterclaim Defendant Mortgage Electronic Registration Systems, Inc. (MERS herein) filed an Assignment of Mortgage with the Sarasota County Recorder on May 19, 2009; said Assignment purports to transfer the

Defendants emphasize that Plaintiff is a Trust, which requires of each Mortgage a true sale and valid assignment as discussed above and below; an equitable transfer is not sufficient, so that Plaintiff Trusts argument pursuant Harvey fails. 10 PSA, Definitions Closing Date.

Mortgage at issue from MERS as Nominee for American Brokers Conduit to Plaintiff Trust and was allegedly executed by a Korell Harp on May 5, 2009. 23. As if this far belated Assignment was not a clear enough violation of the PSA and, by extension, New York law, a nearly identical Assignment of Mortgage was filed by MERS on December 21, 2010, in direct response to Defendants issuance of a subpoena to Mr. Harp. 24. Of course, neither of these Assignments comply with the timeline set forth by the PSA; in fact, PSA 2.02, entitled, Acceptance of the Trust Fund by the Trustee, sets forth timing requisites for the review and verification of transferred assets: The Trustee acknowledges receipt of the documents referred to in Section 2.01 Within 180 days of the Closing Date, with respect to the Mortgage Loans, the Custodian as agent for the Trustee shall deliver to the Depositor a Final Certification in the form annexed hereto as Exhibit D evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If in the process of reviewing the Mortgage Files and preparing the certifications referred to above the Custodian as agent for the Trustee or the Master Servicer finds any document or documents constituting a part of a Mortgage File to be missing or not in compliance with the criteria as set forth herein, the Custodian as agent for the Trustee shall promptly notify the Trustee, the Sponsor, the Depositor and the Securities Administrator The Sponsor shall cure any such defect within 60 days from the date on which the Sponsor was notified of such defect, and if the Sponsor does not cure such defect in all material respects during such period, the Trustee shall request on behalf of the Certificateholders that the Sponsor purchase such Mortgage Loan from the Trust Fund at the Purchase Price within 90 days after the date on which the Sponsor was notified of such defect any such cure or repurchase must occur within 90 days from the date such breach was discovered. 25. That no Assignment was recorded prior to May 5, 2009 and that there is no record of the Custodian reporting such an absence suggests that Plaintiff Trust may have colluded with others to create fraudulent documents and may also suggest a lack of concern or failure to properly transfer the Note and Mortgage at issue. 26. Upon knowledge and belief, the Final Certification to the PSA and the Assignments of Mortgage are fraudulent, Defendants have suffered real and specific damages as a result of Plaintiffs and Counterclaim Defendants actions, and Defendants may be forced to pursue sanctions under Fla. R. Civ. P. 1.540(b). INSUFFICIENCY UNDER THE PSA 27. Beyond being untimely, transfer to Plaintiff Trust is insufficient per the PSA.

28. According to the terms of the PSA, a Note transferred to Plaintiff Trust is required to show an unbroken chain of endorsements from original payee thereon to the Trustee.11 29. Thus, pursuant PSA 2.01(a)(1), each Note that is part of the trust corpus must bear a string of Assignments; in this case, said string should appear as follows: American Brokers Conduit (Original Payee) to American Home Mortgage Corp. (Sponsor) to American Home Mortgage Assets, LLC (Depositor) to Deutsche Bank as (Trustee). 30. The Note Plaintiff Trust filed with its Complaint does not bear the string of three assignments, as is required; rather, the Note bears a single endorsement in blank from American Brokers Conduit.12 31. There is no Assignment of Mortgage from American Brokers Conduit to the Sponsor nor is there an Assignment of Mortgage from American Brokers Conduit to MERS. 32. Because the Note is not endorsed by the Sponsor or the Depositor, Plaintiff Trust could not validly receive the Note; PSA 2.01 specifically states that only the Depositor can move a mortgage into the Trust or direct the Sponsor to transfer a mortgage into the Trust. 33. In the instant matter, because there are no endorsements from the Depositor or Sponsor, there is no evidence to show that the Note was ever even passed to these parties; the Note could not be accepted into the Trust and ownership by Plaintiff Trust fails without further support. ARGUMENT: PLAINTIFF OPERATES CONTRARY TO THE SPIRIT OF SECURITIZATION 34. A few words on securitization: securitization is the practice of pooling and selling contractual debt obligations (receivables) such as residential mortgages, commercial mortgages, auto loans or credit card debt, to a specially-created entity, typically a trust.13 35. Such a trust pays for its receivables by issuing debt securities (variously referred to as bonds, pass-through securities, or collateralized mortgage obligations (CMOs)) to investors, and collecting payments of principal and interest on receivables; the trust makes regular payments to investors, and securitization thereby links consumer and commercial borrowers with financing and securities markets.14
11 12

PSA 2.01(a)(1). Even if a singular endorsement were found sufficient under the PSA, a Power of Attorney would need be submitted the Court to show the authority by which Lisa Nurco, Asst. Secretary operates, and to authenticate her existence. 13 Sylvain Raynes & Ann Rutledge, The Analysis of Structured Securities: Precise Risk Measurement and Capital Allocation 103 (Oxford Univ. Press, 2003) 14 Id.

36. There are numerous reasons why financial institutions engage in securitization, including the management of credit and interest rate risk, relief from regulatory capital requirements, and liquidity enhancement.15 37. Prior to securitization, banks essentially held loans until they matured or were paid off; these loans were funded principally by deposits, and sometimes by debt, which was a direct obligation of the bank (rather than a claim on specific assets).16 38. After World War II, depository institutions simply could not keep pace with the rising demand for housing credit. Banks, as well as other financial intermediaries, sensing a market opportunity, sought ways of increasing the sources of mortgage funding. To attract investors, investment bankers created the securitized trust, an investment vehicle that isolated defined mortgage pools, segmented the credit risk, and structured the cash flows from the underlying loans.17 39. Banks use a variety of structures for securitization trusts depending on the type of asset being securitized, but all securitization structures are based on two overriding concerns: a. First is ensuring favorable tax treatment of the bank, the securitization trust, and the investors, ideally through the securitization trust having pass-thru tax status, meaning that the securitization trust is not taxed on its own income when it is paid on the receivables.18 b. Second and perhaps more critical is ensuring that the trusts assets are bankruptcy remote, meaning that they are insulated from the claims of the banks creditors; this involves ensuring that the transfer of the receivables to the trust is a true sale and not a financing transaction.19 40. Bankruptcy remoteness is critical to making the economics of securitization work; by insulating the receivables placed in the trust from the claims of the banks creditors, securitization enables investors to invest based solely on the quality of the receivables without having to worry about a banks other business activities. 41. Inasmuch as a true sale is meant to ensure bankruptcy remoteness, public policy dictates that this Court uphold the standards set forth in the aforementioned Brown and Sussman cases, requiring Plaintiff Trust to prove delivery or valid assignment.

15 16

Id. Id. 17 Asset Securitization: Comptrollers Handbook, Office of the Comptroller of the Currency, November 1997, http://ww.occ.treas.gov/handbook/assetsec.pdf. 18 Id. 19 Id.

42. It should be noted that, also as a matter of public policy, if Plaintiff Trust is acting in wanton disregard of New York trust law, it should be stripped of any favorable tax treatment it receives and has received operating as a purported trust. ARGUMENT: DEFENDANTS SHOULD BE ALLOWED TO PROCEED WITH DISCOVERY; DEFENSES SHOULD NOT BE STRICKEN, COUNTERCLAIMS SHOULD NOT BE DISMISSED 43. Plaintiff Trust and Counterclaim Defendants argue that specific facts have not been alleged in violation of Fla. R. Civ. P. 1.140(b). To the contrary, the Defendants Affirmative Defenses and the discussion above reasonably inform Plaintiff Trust and Counterclaim Defendants of what will be proven, so that Plaintiff Trust and Counterclaim Defendants have a fair opportunity to prepare themselves going forward.20 AFFIRMATIVE DEFENSES 44. Fla. R. Civ. P. 1.110(d) states that, in pleading to a preceding pleading, a party shall set forth affirmatively any matter constituting an avoidance or affirmative defense. 45. A motion to strike an affirmative defense should not be granted where the defense presents a bona fide question of fact.21 Similarly, a motion to strike should be denied if the defense is sufficient as a matter of law, or if it fairly presents a question of law or fact which the court ought to hear. 22 Along these lines, the well-pled allegations of Defendant should be accepted as true and facts should be construed in Defendants favor.23 STANDING 46. Standing must be present when a complaint is filed.24

47. By Plaintiff Trusts own analysis, Defendants First, Second, Fifth, Eleventh, Twelfth Affirmative Defenses all relate to Standing.25 48. Even still, Defendants Sixth Defense also relates to standing, in that the validity of the MERS Assignments (and thereby whether Plaintiff is owner in due course) is challenged therein.

20 21

Zito. v. Wash. Fed. Sav. & Loan Assn , 318 So.2d 175, 176-77 (Fla. 3d DCA 1975). Kidder & Co. v. Turner, 106 So. 2d 905 (Fla. 1958). 22 Talarowski v. The Pennsylvania Railroad Company, 135 F. Supp. 503 (D. Del. 1955). 23 Id. 24 Progressive Express Ins. Co. v. McGrath Cmty. Chiropractic, 913 So. 2d 1281, 1286 (Fla. 2d DCA 2005). 25 Deutsche Banks Motion to Strike Amended Affirmative Defenses and Deutsche Bank and MERS Motion to Dismiss Amended Counterclaims, p. 5.

49. Indeed, Defendants have challenged Plaintiff Trusts standing; in sum, Defendants ask whether securitization actually occurred: Are the MERS Assignments valid under the PSA? Are these Assignments valid under New York law? Do these Assignments, if invalid, constitute fraud on the Court?26 Does the fact that there was never a complete chain of endorsements on the Note invalidate a transfer per the PSA? Was the original Note ever actually transferred to Plaintiff Trust? Did Plaintiff Trust operate outside the scope of the PSA? Was a Final Certification of the corpus of the Trust ever completed? If so, did the Custodian to the Trustee report the lack of an Assignment or the lack of a chain of endorsements? If not, why not? If not, did this failure to report occur as to other Mortgages? If so, how often? Is this alleged Trust then a valid, recognizable securitized Trust? If not, should the IRS be interpled? 50. Defendants have reasonably outlined questions of law and fact that this Court ought to hear; thus Defendants affirmative defenses ought to survive Plaintiff Trusts and Counterclaim Defendants Motions to Strike. CAPACITY 51. Regarding capacity, Plaintiff Trust argues the following: The foreclosure complaint tracks the form complaint, properly alleges [Plaintiff Trust] holds the note, and properly alleges the basis for the Courts jurisdiction. Nothing more is required to establish [Plaintiff Trusts] capacity... 52. However, Fla. R. Civ. P. 1.120(a) states that a plaintiff must allege capacity to sue or be sued only to the extent required to show the jurisdiction of the Court. 53. Plaintiff has wholly failed to plead any facts that identify its legal status or capacity. Capacity to sue is an absence of any disability that would deprive a party of its right to come into court.27 This distinguishes it from standing, which relates to the partys legally sufficient interest in the outcome.28 54. Because Plaintiff has failed to plead any facts relating to its legal status, because Plaintiff has not affirmatively stated it is a securitized trust, organized under, governed by, and operating pursuant the laws of New York, Plaintiff may not pursue this litigation. CONDITIONS PRECEDENT 55. Defendants challenge any assertion that Plaintiff Trust complied with the conditions of the Mortgage at issue, the PSA, and 12 USC 1701x(c)(5).

26

Defendants Eighth Affirmative Defense, Unclean Hands, rests on the assertion that Plaintiff Trusts Assignments are indeed fraudulent. 27 59 Am.Jur.2d Parties 31 (1971). 28 Keehn v. Joseph C. Mackey and Co., 420 So.2d 398 (Fla. 4th DCA 1982); Asociacion de Perjudiacados v. Citibank, 770 So.2d 1267 (Fla. 3d DCA, 2000).

56. In particular, Defendants argue they were not provided with a 45 Day Notice Letter, following their alleged default; Defendants were thus denied any pre-foreclosure default loan servicing and the opportunity to cure. 57. Notice is a condition precedent to filing the foreclosure; therefore, an issue of fact is raised by Defendants Affirmative Defense. COUNTERCLAIMS 58. Insofar as Defendants Counterclaims, Defendants need merely allege a cause of action cognizable under the law and that causes legal requisites.29 59. Defendants Counterclaims validly state causes of action recognized by this State. ARGUMENT: RE: LITIGATION PRIVILEGE 60. Counterclaim Defendant Lender Processing Services, Inc. seeks to dismiss Defendants Counterclaims based on litigation privilege. 61. Under Florida law, litigation privilege provides absolute immunity to any act having occurred during the course of a judicial proceeding, so long as [the] act has some relation to proceeding. 30 62. The immunity extends to statements made during the judicial proceedings by parties and by statements made to judges, witnesses, and counsel, as well. 31 63. Privilege arises immediately upon the doing of any act required or permitted by law in the due course of the judicial proceedings.32 64. Counterclaim Defendant is not protected by the litigation privilege as it was not a party to suit at the time it filed the Assignments at issue, nor were its actions contemplated by the phrase, statements made to judges, witnesses, and counsel. 65. Litigation privilege also requires that the act have some relation to the proceeding and that it be required or permitted by law in the course of judicial proceedings. Here, a fraudulent Assignment was created and recorded in the public records; it does not have the requisite relation to the proceedings, nor in that it is fraudulent is it permitted by law.

29 30

Kislak v. Kreedian, 95 So.2d 510, 514 (Fla. 1957). Levin, Middlebrooks 606, 608. 31 Id. 32 Fridovich v. Fridovich, 598 So.2d 66 (Fla. 2009) (quoting Ange v. State, 98 Fla. 538, 541 (1921)).

ARGUMENT: RE: JURY DEMAND 66. Counterclaim Defendants argue that the right to a jury trial has been waived by Defendant. 67. It has been long established that the right to trial by jury may be waived, and the waiver is enforceable so long as it is made knowingly and voluntarily. 33 68. Courts consider a number of factors when determining whether a contractual jury trial waiver was entered into knowingly, voluntarily, and intelligently. Those factors include: (1) the conspicuousness of the provision in the contract; (2) the level of sophistication and experience of the parties entering into the contract; (3) the opportunity to negotiate terms of the contract; (4) the relative bargaining power of each party; and (5) whether the waiving party was represented by counsel. Although the factors play an important role in the Court's decision-making process, they are not determinative. Put another way, it is not whether any particular number of factors have been satisfied, but whether, in light of all the circumstances, the Court finds the waiver to be unconscionable, contrary to public policy, or simply unfair.34 69. Defendants here have not waived jury trial, and expressly demanded such in their Answers and Counterclaims. CONCLUSION 70. Defendants request that this Court deny Plaintiff Trusts and Counterclaim Defendants Motion to Strike Affirmative Defenses, Dismiss Counterclaims, and Claim of Litigation Privilege. Plaintiff Trust has not shown proper chain of title and its Assignments are suspect. The above arguments establish sufficient questions of law and fact to support discovery. Requests for admissions, interrogatories, subpoenas, and depositions will determine who is the owner in due course of the alleged Note and Mortgage and whether Defendants are actually in default. 71. For good cause shown, Defendants ask that the Court allow for further discovery to determine the validity of those Affirmative Defenses not addressed.

33

Great Earth Int'l Franchising Corp. v. Milks Dev., 311 F.Supp.2d 419, 437 (S.D.N.Y.2004); Morgan Guar. Trust Co. v. Crane, 36 F.Supp.2d 602, 603 (S.D.N.Y.1999); Allyn v. W. United Life Assurance Co., 347 F.Supp.2d 1246 (M.D.Fla.2004).
34

CERTIFICATE OF SERVICE The undersigned certifies that a true copy of the foregoing Memorandum in Opposition to Plaintiffs Motion to Strike Affirmative Defenses and Dismiss Amended Counterclaims has been filed electronically with the Twelfth Circuit Clerk of Courts, 2000 Main St., Sarasota, FL 34237 by electronic filing this _____ day of July, 2011.

___________________________ Joann M. Hennessey, Esq. Attorney for Defendants FBN: 0192465 620 NE 76th Street Miami, FL 33138 T: 305 200 5115 C: 305 710 8366 F: 305 200 3664 joann@lojmh.com

SERVICE LIST: Bouavone Amphone, Esq. Kahane & Associates, P.A. 8201 Peters Road, Suite 3000 Plantation, FL 33324 American Brokers Conduit, LLC c/o Registered Agent Corporate Services Company 2711 Centerville Road, Suite 400 Wilmington, DE 19808 MERS, Inc. Registered Agent in Florida Electronic Data Systems, LLC 3300 SW 34th Avenue, Suite 101 Ocala, FL 34474 DOCX, LLC Registered Agent CT Corporate Systems 1201 Peachtree Street, NE Atlanta, GA 30361 Lender Processing Services, Inc. (LPS) Registered Agent CT Corporate Systems 1200 South Pine Island Road Plantation, FL 33324 Kahane and Associates, P.A. Registered Agent Robert S. Kahane 8201 Peters Road, Suite 3000 Plantation, FL 33324