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CMRT Corporation | Confidential

Financial Consul ting Contract
And Service Agreement






Corporat|on serv|ce contract









Property commonly known as:



CMRT Corporation | Confidential







Financial Consulting contract
And Service agreement


This Agreement; (hereinafter "AGREEMENT") is entered
into________________________ March/27
th
/2012 Mike Thomassian, as President and
officer of said corpoiration __National Fire Systems and Services, Inc located at . 722
West Wilson Avenue Glendale, California 91203, dually authorized with full authority of
the same. furthermore Mike Thomassian as individual empowered by and for Rita
Arezoomanians, Trustee Arezoomanian Family 2004 trust ("Borrower")dose hereby inter
into this agreement _, dose hereby execute and ratify this agreement in the corporate
location: 722 West Wilson Avenue Glendale, California 91203

A. Owners do hereby severity and jointly agree to obtain the services of a specialist
to negotiate With the current lienholders on behalf of the owner’s and mutually
beneficial conclusion ,
B. CMART has the experience to provide for the specialized needs of the OWNER, and
agrees to perform services on behalf of the OWNER to renegotiate the mortgages
under the terms and conditions set forth in this Agreement.
C. In consideration of the mutual promises set forth in this contract, it is agreed by
and between OWNER and CMART as follows:
uCC-1 llnanclng SLaLemenL flled wlLh Lhe Callfornla SecreLary of SLaLe as
lnsLrumenL no. 077098697073, followed by a ConLlnuaLlon SLaLemenL flled as
lnsLrumenL no. 1172789177.
1. NATURE OF WORK

Commercial mortgage resolution trust company has spent considerable
time and resources studying the state of the sub -prime mortgage industry since
the beginning of the collapse of the industry that began almost two years ago and
recently escalated to crisis proportions, due to the practice of securitizing non-
qualifying loans. A non-qualifying loan is one that for some reason or another could
not be sold to Genie Mae, Fannie Mae or Freddy Mac, the three quasi-governmental
agencies that buy packages of conforming loans to replenish the supply of money to
the mortgage market. These non-qualifying loans have become known generally as
sub-prime loans.



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Over the last decade the number of sub-prime mortgage loans has skyrocketed. Most
of these loans have been sold off in large investment pools that buy the cash flow from
sub-prime mortgage originators and lenders. About 90% or more of these loans find
their way into a system set up by the mortgage industry, called the Mortgage
Electronic Recording System (MERS), which is a private system for keeping track of
the beneficial owners of mortgages. As a result, many mortgage servicing companies
are foreclosing on loans for non-payment, when they do not possess the original note.
Under Article 3 of the Uniform Commercial Code (the California Commercial Code in
California) they have no legal right to do so.

Additionally, many Property owners have been the victims of predatory lending tactics.
Most mortgage lenders are trustworthy and provide a valuable service by allowing
families to own a home without saving the entire amount to buy it outright. But
dishonest or "predatory" lenders do exist and engage in lending practices that
increase the chances that a borrower will lose a home to foreclosure. Other abusive
practices include:

CMART has developed a business plan model, which is based on exploration and
utilization of all available processes and methods to assist OWNER in accomplishing
feasible debt servicing of the Property by bringing the total encumbrances and liabilities
within the current market value.










CMART will provide assistance to OWNER, who may be facing payment delinquency due to
negative cash flow, which in turn may be partly due to a heavy vacancy factor, in response
to stringent credit requirements imposed by the lending institutions.

CMART will advise OWNER and negotiate with the lenders of the Liens to accomplish the
objectives of this Agreement. CMART will retain necessary legal counsel and/or other
experts to assist CMART in assessment, evaluation, preparation, and negotiation for the
ultimate goal of accomplishing the objectives of this Agreement. CMART will delegate all
legal matters to the legal counsel retained and other necessary matters to other experts
respectively, as deemed necessary by CMART and OWNER.


CMART shall provide OWNER with periodic updates and reports regarding the
services. Upon termination of this Agreement, CMART shall provide a full and
complete report of all CMART’s activities pertaining to the Property.

CMART shall faithfully and diligently perform its services hereunder to the best of its ability
and in the best interest of the OWNER and will not knowingly do any act or thing which may
potentially injure or



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Adversely affect the interests of the OWNER or its business in
any of its phases, although no warranties, representations or
guarantees of any specific outcome are made by CMART.

CMART represents and warrants to the OWNER that it is not a party to, or
bound by, any agreement or understanding with any other person or
entity that precludes or restricts his ability and entitlement in any way to
carry out its duties hereunder on behalf of the OWNER as contemplated
herein, free and clear of any claims or liabilities of any nature whatsoever.

This agreement states the terms of the service agreement between CMRT. Corp.
and PROPERTY OWNER.

• PROPERTY OWNER (together if there is more than one) is the sole owner
of the real property.

• PROPERTY OWNER has insufficient resources to find and hire attorneys with
expertise in these areas to challenge the foreclosure on these and other
grounds.













• PROPERTY OWNER further represents and acknowledges that no
monthly loan payments due and payable according to the terms of the
loan transaction referred to in the previous paragraph have been made
since
[ no delinquent amount ____________ ].

• PROPERTY OWNER understands and a g r e e s t h a t t h e l o a n
t r a ns a c t i o n referred to above was likely transferred by the original
lender and that the entity pursuing collection under the loan by initiating
the foreclosure proceedings may well not be the holder of the note in
possession of the original negotiable debt instrument (the note) and
therefore may not have the authority to instigate the foreclosure.

• PROPERTY OWNER further understands that the original lender may
have been engaged in predatory lending practices, and/or that the entity
now pursuing collection under the loan may be involved in unfair debt


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collection practices.


• PROPERTY OWNER represents that no other loans have been taken or
debt incurred for which a security interest in the real property has been
given other than as disclosed in this Agreement. PROPERTY OWNER
represents that there are no unpaid taxes or judgments against PROPERTY
OWNER except as are disclosed in this Agreement. All such disclosures, if
any, are contained on Exhibit “D” of this service Agreement attached hereto
and made a part hereof.


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• PROPERTY OWNER has defaulted on one or more of their obligations
under one or more mortgages, tax bills, or judgments as set out on
Exhibit I” to this service Agreement, and knows of no others.

• PROPERTY OWNER has been unable to resolve the delinquencies detailed
on Exhibit I to this service Agreement and avoid by workout, loan
negotiation, short sale, or other means the foreclosure proceedings that
have been instituted. Therefore PROPERTY OWNER has solicited and sought
the aid and support of Commercial mortgage resolution trust company
to assist, in protecting PROPERTY OWNER'S legal rights stemming from
ownership of the real property. This Agreement is being initiated at the
request of PROPERTY OWNER solely because of the desire of
PROPERTY OWNER to respond to the financial dilemma they face related to
the foreclosure proceeding. Commercial mortgage resolution trust
company is not inducing PROPERTY OWNER to enter into this Agreement.
It is not advising PROPERTY OWNER to enter into this Agreement. It is
not a Foreclosure Consultant as that term is used in the California
Civil Code § 2 94 5 - 2945.11, nor of any analogous law of any
other jurisdiction. Section 2945.1 of the California Civil Code
defines a "Foreclosure Consultant." PROPERTY OWNER represents that
PROPERTY OWNER has read that statute (quoted in the footnote)
and that PROPERTY OWNER agrees that Commercial mortgage
resolution trust company has not solicited, represented or offered to
perform for compensation any service related to the foreclosure
proceedings, which are the subject of this lawsuit. Simply stated, this
service agreement is one solely to provide necessary financial
assistance to PROPERTY OWNER to secure competent licensed legal
counsel to protect the rights of PROPERTY OWNER vis-à-vis the
impending foreclosure by testing the right of the foreclosing parties to do
so.

• No representative, agent or principal of Commercial mortgage
resolution trust company, is acting personally in any respect in this
transaction in any way, and is only acting on behalf of Commercial
mortgage resolution trust company with full corporate authority.


Anyone who has been in contact with PROPERTY OWNER
as an intermediary has acted as an independent contractor and not as
an employee or agent of Commercial mortgage resolution trust company,
and is not authorized to make any offer on behalf of Commercial
mortgage resolution trust company. Nor is any such person(s) a Foreclosure
Consultant as that term is used in the California Civil Code § 2945 -
2945.11. He or she is not inducing or advising PROPERTY OWNER to enter
into this Agreement, or to take any other action. The only role of any
such person is limited solely to introducing the parties and providing
certain general information about foreclosure and printed materials or
information about the joint venture program that may be available to
PROPERTY OWNER with Commercial m o r t g a g e r e s o l u t i o n


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t r u s t c o m p a n y . Such persons are paid finder's fees should
Commercial mortgage resolution trust company and PROPERTY
OWNER enter into a Joint Venture Agreement. Any and all services, if any, not
subsumed by this service Agreement are and will be provided to PROPERTY
OWNER by others.


• 12945.1. The following definitions apply to this chapter:
• "Foreclosure consultant" means any person who makes any solicitation, representation, or
offer to any owner to perform for compensation or who, for compensation, performs any
service that the person in any manner represents will in any manner do any of the following :
• Stop or postpone the foreclosure
• Obtain any forbearance from any beneficiary or mortgagee.
• Assist the owner to exercise the right of reinstatement provided in Section 2924c.
• Obtain any extension of the period within which the owner may reinstate his or her obligation.
• Obtain any waiver of an acceleration clause contained in any promissory note or contract
secured by a deed of trust or mortgage on a residence in foreclosure or contained that
deed of trust or mortgage.
• Assist the owner to obtain a loan or advance of funds.
• Avoid or ameliorate the impairment of the owner's credit resulting from the recording of a
notice of default or the conduct of a foreclosure sale.
• Save the owner's residence from foreclosure.
• Assist the owner in obtaining from the beneficiary, mortgagee, trustee under a power of sale,
or counsel for the beneficiary, mortgagee, or trustee, the remaining proceeds from the
foreclosure sale of the owner's residence.


NOW, THEREFORE, in consideration of the mutual promises, representations
and warrantees expressed herein and for other good and valuable
consideration, mutually exchanged and acknowledged as sufficient, the Parties
voluntarily enter into the following service Agreement and faithfully agree to
abide by the conditions and conditions set therein

• Hold Harmless. The Parties acknowledge that independent forces can
and may intervene to neutralize even the best efforts of both parties under
this agreement. The Parties hereby agree to hold each other harmless for
any failure to accomplish any of the intended and sought after outcomes
that are motivating this joint venture.
• Foreclosure Procedures have been Initiated. This Agreement is made
with the understanding that action has been or imminently will be taken by
theirs (hereinafter the "Foreclosing Parties
"
) to foreclose security interests
in the property. As a result, the interests of both parties in this Agreement
will and do require initial activation of the processes, legal and otherwise,
contemplated in order to forestall foreclosure, eviction and the further
damaging consequences to the credit and reputation of PROPERTY OWNER.
These actions will be taken by and only through licensed attorneys retained
by the joint venture for that purpose.







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The Financial Commitments. Under this Agreement the parties agree to
the following financial commitments. PROPERTY OWNER shall pay to
Commercial mortgage resolution trust company the sum of 51S,000 ---w|th
5S000 of wh|ch |s to be pa|d up front. the rema|nder of 10,000 to be pa|d upon obta|n|ng
d|scount approva| from the |end|ng |nst|tut|on, the sum of 700,000 as tota| pay of d|scount
regard|ess of acceptance or not on beha|f of the c||ents. Any sum d|scounted beyond the 30¼ of
the face va|ue of the note w||| be refunded back to CMAk1's Corp. As a 10¼ overr|de of the
tota| sum beyond 700,000 or 30¼ of face va|ue d|scount. th|s sum can be pa|d by the means of a
prom|ssory note of the fu|| amount, w|th a S yr term at preva|||ng |nterest rate or |n cash w|th a
further d|scount of the same.
Commercial mortgage resolution trust company shall pay all of the expenses of
legal representation of PROPERTY OWNER against the parties that are bringing
foreclosure proceedings against the real property that are required in the
judgment of legal counsel to challenge the right of the foreclosing parties to
bring and prosecute foreclosure proceeding(s) on any and all grounds recommended
by legal counsel, and to assist in providing accurate information to credit reporting
agencies.


• Property Taxes, Association Dues, Special Assessments and
Maintenance. PROPERTY OWNER shall pay Property Taxes, homeowners'
association fees, if applicable, and special assessments against the
property, if applicable, and all regular maintenance of the premises.



• Insurance on the Property. PROPERTY OWNER shall maintain and pay for
liability insurance, and fire insurance on the real property. PROPERTY
OWNER shall have the insurance company issuing the policy add
Commercial mortgage resolution trust company to the policy as
"Additional Insured," instruct the insurance company to provide notice of
non-payment to Commercial mortgage resolution trust company in
that event, provide proof of insurance to Commercial mortgage
resolution trust company within 10 days of the date of this Agreement.




pending litigation will delay foreclosure proceedings for a sufficient
amount of time, so that an opportunity results to do a sufficiently favorable
loan workout, settlement, or loss mitigation (hereinafter called "Settlement")
of some sort, acceptable to PROPERTY OWNER and Commercial mortgage
resolution trust company that will enable PROPERTY OWNER to reinstate
the loan on the new terms agreed in the "Settlement" that results.



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• In some circumstances, legal counsel, on behalf of PROPERTY
OWNER, will be unable to stop the foreclosure against the property by any
means because the party initiating the foreclosure produces proof that it
is in possession of the original note and is the rightful owner of the note
by proper endorsement, assignment, legal process or otherwise and
that no misrepresentations were made in originating the loan, and that all
statutory requirements were met in connection with the foreclosure. In
this case any lawsuit will be dismissed.





• Foreclosure will be defeated through litigation and the
encumbrance created by the mortgage or trust deed being foreclosed,
following the expiration of the statute of limitations, will eventually be
cleared off of the property, allowing the property to be assumed, sold or
refinanced free of the encumbrance.

Which outcome results will depend upon specifics that are not and cannot be
known at this time regarding the history of the transfers of the note
underlying the mortgage, the financial strength and condition of the current
holder(s) of the note, the ability of the foreclosing party to trace the history of
the note and to find the original note and/or obtain valid transfer of the note
sufficient to give it the right under the applicable laws to declare default and
foreclose the security interest in the property, etc. It is the belief and conviction
Commercial mortgage resolution trust company that a significant but
unknown number and percentage of these loans that are caught up in the present
subprime mortgage foreclosure crisis will be, upon challenge, uncollectible, and
that another significant percentage will be so caught up in uncertainty so as to
provide the opportunity against the backdrop of litigation to negotiate a
"settlement" that is highly favorable to PROPERTY OWNER and Commercial
mortgage resolution trust company For that reason, and with the
agreement of PROPERTY OWNER to the terms of this joint venture,
Commercial mortgage resolution trust company is willing to enter into this
joint venture and carry the cost of litigation under the terms of this Agreement.


No Legal, Lending or Real Estate Broker Representation. It is agreed and
specifically understood that neither Commercial mortgage resolution trust
company, nor any of its agents, representatives, employees or finders,
have provided, on behalf of Commercial mortgage resolution trust company,
individually or on behalf of any other entity, legal services or advice to PROPERTY
OWNER. Commercial mortgage resolution trust company does not offer or
provide legal advice or services through any of its agents, representatives



CMRT Corporation | Confidential

Employees to anyone. Commercial mortgage resolution trust company is
not a law firm. It is not licensed to and does not practice law. Nor is Commercial
mortgage resolution trust company licensed as a real estate broker in
California or in any other State or jurisdiction. It has not offered to
provide or provided any real estate brokerage or real estate agent services to
PROPERTY OWNER, through any of its agents, representatives employees, finders or
otherwise with respect to this Agreement, the Premises or with respect to
any other transaction. While certain independent agents that work with
Commercial mortgage resolution trust company may or may not be licensed
real estate agents or brokers, at no time are they representing the PROPERTY
OWNER or Commercial mortgage resolution trust company in that capacity.


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• Obligations Joint and Several. The obligations of the PROPERTY OWNER, if
more than one person, shall be joint and several, which means that each
person shall be wholly and fully responsible to meet the obligations of
PROPERTY OWNER as set out in these Agreements.

• Captions Matters of Convenience. The captions o f each provision and
paragraph in this document are for purposes of convenience only and do not
control the meaning of the provisions. The meaning of each provision is intended
to be determined by the language of the Agreement as if the captions did not
exist.

• No Party Deemed the Author of this Agreement. Should it be determined by
any court or any arbitrator that one or more provisions of these
Agreements are vague, ambiguous or uncertain, interpretation shall be made
without reference to any presumptions or rules of construction related to the
identity of the Party that drafted these Agreements or the provision. The part-
is recognize, agree and acknowledge that the consent to these Agreements by
each party is freely and voluntarily given, without duress or undue influence
being exercised by any party.

• CONFLICT OF INTEREST AND ADVICE TO OBTAIN INDEPENDENT
COUNSEL. BOTH PARTIES UNDERSTAND AND ACKNOWLEDGE THERE
MAY BE A CONFLICT OF INTEREST BETWEEN PROPERTY OWNER AND
FUND IN ENTERING INTO THIS AGREEMENT. PROPERTY OWNER IS AND
HAS BEEN ADVISED TO SEEK INDEPENDENT LEGAL COUNSEL PRIOR TO
ENTERING INTO

Furthermore, Commercial mortgage resolution trust company and/or its
employees and independent contractors will not represent and are not representing
PROPERTY OWNER in any capacity before any state or federal court, nor providing any
legal advice, lending services, foreclosure consulting services or real estate brokerage
services or advice to PROPERTY OWNER.

• Privacy. In order to maintain the secrecy required by privacy and lending
laws, Commercial mortgage resolution trust company agrees not to
divulge to any third-party information it has acquired during performance of
this agreement absent an order from a court of competent jurisdiction or
administrative mandate from a government agency,


• Notices. All notices, requests, demands and other communications required or
permitted to be given hereunder shall be given in writing and shall be
deemed to have been duly given if delivered personally or faxed with
confirmation of receipt, or mailed first-class, postage prepaid, registered or
certified mail as follows:





CMRT Corporation | Confidential



__________________________________

__________________________________

__________________________________

__________________________________



__________________________________

__________________________________

__________________________________

__________________________________




. Arbitration. Except as otherwise provided in this Agreement, any controversy or
claim arising out of or relating to this Agreement, or the breach thereof, other than
one with respect to valuation or accounting for which a remedy is already provided
under separate provisions of this agreement, shall be settled by arbitration
administered by Judicial Arbitration and Mediation Services ("JAMS") or, in the option of
Commercial mortgage resolution trust company by an independent arbitration
service, to be held in the Los Angeles County office of either alternative dispute
resolution center. However, each of the Parties reserves the right to file with a court of
competent jurisdiction an application for temporary restraining order or preliminary
injunctive relief, summary relief, writ of attachment, temporary protective order
and/or appointment of a receiver on the grounds that the arbitration award to which the
Applicant may be entitled may be rendered ineffectual in the absence of such relief.







Judgment upon the award rendered by the arbitrator may be entered in any court of
competent jurisdiction. The award of the arbitrator shall be binding, final, and non-
appealable. The Parties may obtain discovery in aid of the arbitration to the fullest
extent permitted under law, including California Code of Civil Procedure Section

• 1283.05, et seq. All discovery disputes shall be resolved by the arbitrator. The
costs of the arbitration, including any administration fee, the arbitrator's fee,
and costs for the use of facilities during the hearings, shall be borne
equally by the Parties. Reasonable attorney fees and costs shall be awarded to


CMRT Corporation | Confidential

the prevailing party on any proceeding.




• Merger Clause. This Agreement contains the entire agreement of the Parties
with respect to the matters set forth, and supersedes any prior written or oral
agreement between them. There are no representations or warranties not herein
contained, and the Parties acknowledge that they are not relying upon any
verbal, oral or prior written agreements or representations not
contained in these Agreements. No changes to this agreement that would
modify, add o r subtract from the terms and conditions set forth shall be valid
unless contained in writing and signed by all Parties.

• Counterparts. This Agreement may be executed simultaneously in two or
more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument. Facsimile
c o p i e s and electronic digital copies of original signature pages in PDF or TIFF
format shall be deemed to be originally signed signature pages for all purposes of
this Agreement.






































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In wi tness whereof, the parti es have executed thi s Agreement at Gl endal e,
Cal i forni a on the day and year fi rst wri tten above.





Dated: Dated:________________
CMART C.E.O. Armond Trakarian

By _________________ By ________________________
Commercial Mortgage Resolution Trust, LLC

Dated:_________________________ Dated:____________________________

BY_____________________________ BY_______________________________
Mike Thomassian, as President Mike Thomassian as individual on behalf of
Arezoomanian Family 2004 trust
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ATTACHMENT A

MORTAGE RESOLUTION SERVICES CONTRACT
Owner’s Properties
Property 1
Known as: ________________________________________________
Located at: ________________________________________________
County: _______________________
APN: ______________________
Property 2
Known as: ________________________________________________
Located at: ________________________________________________
County: _______________________
APN: ______________________
Property 3
Known as: ________________________________________________
Located at: ________________________________________________
County: _______________________
APN: ______________________ MORTAGE RESOLUTION SERVICES
CONTRACT



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ATTACHMENT B
Liens
LIENS ON PROPERTY 1
I. Original First Mortgage Company: (Name, Address,
Phone)______________________________________
Original Loan Amount $ _______________; Original Loan Payment $ _______________
Serviced by: (Name, Address, Phone)
_________________________________________________________
If loan resold: New Mortgagor:
___________________________________________________________
Second Mortgage Company: (Name, Address, Phone)
_____________________________________________________
Original Loan Amount $ _______________; Original Loan Payment $ _______________
Serviced by: (Name, Address, Phone)
_________________________________________________________
II. Other Liens: (Liens on Property are deemed to be, but are not limited to the following:
Mortgages, Deeds of Trust,
Mechanics Liens, zoning and land use problems, hazardous waste and environmental contamination,
easements,
covenants and conditions, outstanding property taxes and other encumbrances and defects in title)
a) Type of lien _____________________; Lien
holder:____________________________________;
Amount: ____________; Date Lien Placed: ________________
b) Type of lien _____________________; Lien
holder:____________________________________;
Amount: ____________; Date Lien Placed: ________________
c) Type of lien _____________________; Lien
holder:____________________________________;
Amount: ____________; Date Lien Placed: ________________


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LIENS ON PROPERTY 2
I. Original First Mortgage Company: (Name, Address, Phone)
_____________________________________
Original Loan Amount $ _______________; Original Loan Payment $ _______________
Serviced by: (Name, Address, Phone)
_________________________________________________________
If loan resold: New Mortgagor:
___________________________________________________________
Second Mortgage Company: (Name, Address, Phone)
_____________________________________________________
Original Loan Amount $ _______________; Original Loan Payment $ _______________
Serviced by: (Name, Address, Phone)
_________________________________________________________
II. Other Liens:
a) Type of lien _____________________; Lien
holder:____________________________________;
Amount: ____________; Date Lien Placed: ________________
b) Type of lien _____________________; Lien
holder:____________________________________;
Amount: ____________; Date Lien Placed: ________________
c) Type of lien _____________________; Lien
holder:____________________________________;
Amount: ____________; Date Lien Placed: ________________
ATTACHMENT C
MORTAGE RESOLUTION SERVICES CONTRACT







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LETTER OF AUTHORIZATION &
AUTHORIZATION TO RELEASE INFORMATION


Name: __________________________________________________________

Property Address: _________________________________________________

Social Security #: _________________________________________________

Regarding Loan Number: ___________________________________________

To Whom It May Concern:


My signature below grants full authorization and permission to release information; and
herewith, request that you cooperate fully in providing the above entity or their staff with
any information pertaining to my/our property or mortgage. A photocopy or facsimile of
this authorization shall be binding and serve as an original.


Date: ______________ Signature: ______________________________