2014-10-08 - Wallace - Educational Package Exhibits
2014-10-08 - Wallace - Educational Package Exhibits
2014-10-08 - Wallace - Educational Package Exhibits
EXHIBIT B
EXHIBIT C
EXHIBIT D
EXHIBIT E
EXHIBIT F
Procedures Manual
Release 19.0
June 14, 2010
VC10052000VA
resulting from the actions or omissions of any person other than an employee, director, officer (who is also an
employee of MERS), agent or affiliate of MERS.
The Member shall indemnify and hold harmless MERS, and any employee, director, officer, agent or affiliate of
MERS (MERS Party), for any Indemnified Payments which do not result from a MERS Indemnified Claim and which
such MERS Party incurs (i) from the negligence, errors and omissions, breach of confidentiality, breach of the Terms
and Conditions, Rules and Procedures, or willful misconduct of a Member Party, (ii) with respect to a transaction on
the MERS System initiated by such Member, or (iii) as a result of compliance by MERS with instructions given by
the Member, or its designee, as beneficial owner, servicer or secured party shown on the MERS System (Member
Indemnified Claim).
MERS shall promptly notify the Member if a claim is made by a third party against either MERS or the Member with
respect to any mortgage loan registered on the MERS System in which the Member is shown on the MERS
System as beneficial owner, servicer or secured party in accordance with the Rules and Procedures. The Member
shall promptly notify MERS if a claim is made against the Member that may be subject to the indemnification
provisions of this Paragraph.
The obligations of MERS and the Member under this Paragraph shall survive the termination of the Members use of
the MERS System.
10. MERS and the Member shall maintain appropriate insurance coverage that shall include an errors and omissions
insurance policy and a fidelity bond. MERS shall not be required to maintain coverage for persons who may be
appointed at the request of the Member as certifying officers of MERS. The Members policies shall protect and
insure MERS against losses in connection with the release or satisfaction of a mortgage loan without having
obtained payment in full of the indebtedness secured thereby. Upon request, MERS or the Member shall cause to
be delivered to the other a certified true copy of such errors and omissions insurance policy and fidelity bond.
In the event of any loss of principal or interest on a mortgage loan or any Indemnified Payments for which
reimbursement is received from a fidelity bond or any errors and omissions insurance policy or other insurance
policy, the proceeds from any such bond or insurance shall be held in trust for and be promptly paid to the Member
who is shown as the servicer on the MERS System on behalf of the beneficial owner unless otherwise requested
by the beneficial owner.
11. Any notice or other communication which is required or permitted to be given or made to MERS pursuant to any
provision of the Governing Documents shall be given or made in writing and shall be sent by nationally recognized
overnight courier, or facsimile followed by delivery of the original via first class mail, addressed as follows: MERS,
Corporate Secretary, 1818 Library Street, Suite 300, Reston, Virginia, 20190.
12. These Terms and Conditions and all transactions effected by the Member with MERS shall be governed by and
construed in accordance with the laws of the Commonwealth of Virginia without regard to its choice of law provisions.
13. Neither the Member nor MERS shall institute a proceeding before any tribunal to resolve any controversy or claim
arising out of or relating to these Terms and Conditions, Rules and Procedures, or the breach, termination or
invalidity thereof (a Dispute), before such party has sought to resolve the Dispute through direct negotiation with the
other party. If the Dispute is not resolved within thirty (30) days after a written demand for direct negotiation, the
parties shall attempt to resolve the Dispute through mediation. If the parties do not promptly agree on a mediator,
either party may request the then chief judge of the Circuit Court of Fairfax County, Virginia to appoint a mediator.
All mediation proceedings hereunder shall be held in Washington, D.C. If the mediator is unable to facilitate a
settlement of the Dispute within a reasonable period of time, as determined by the mediator, the mediator shall issue
a written statement to the parties to that effect and the aggrieved party may then seek relief in accordance with the
arbitration provisions of this Paragraph. The fees and expenses of the mediator shall be paid by the party initiating
the Dispute.
In the event that the Member and MERS are not able to resolve a Dispute in accordance with the mediation
provisions of this Paragraph, such Dispute shall be settled by binding arbitration administered by the American
Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the
arbitrator(s) may be entered in any court having jurisdiction thereof; provided, however, that the place of arbitration
shall be Washington, DC, and fees and expenses for the arbitration proceedings shall be paid by the party initiating
arbitration.