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EXHIBIT 10(ee)
MORTGAGE LOAN SUBSERVICING AGREEMENT SECOND EXTENSION AMENDMENT
THIS MORTGAGE LOAN SUBSERVICING AGREEMENT SECOND EXTENSION AMENDMENT
("Amendment") is dated as of November 4, 1998, by and between CHASE MANHATTAN
MORTGAGE CORPORATION, formerly known as Chemical Mortgage Company, an Ohio
corporation, with offices at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
("Servicer") and SOURCE ONE MORTGAGE SERVICES CORPORATION, a Delaware
corporation, with offices located at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ ("Subservicer").
WHEREAS, Servicer and Subservicer entered into that certain Mortgage Loan
Subservicing Agreement ("First Subservicing Agreement") relating to the
administration and subservicing of certain mortgage loans, the Servicing to
which was purchased by the Servicer from the Subservicer pursuant to a
FNMA/FHLMC/GNMA Mortgage Servicing Purchase and Sale Agreement ("First Sale
Agreement") between Servicer and Subservicer, dated as of February 28, 1997,
which First Subservicing Agreement and First Sale Agreement were amended by a
Mortgage Loan Subservicing Agreement Extension Amendment ("Extension Amendment")
dated December 11, 1997;
WHEREAS, Servicer and Subservicer entered into that certain Mortgage Loan
Subservicing Agreement ("Second Subservicing Agreement") relating to the
administration and subservicing of certain mortgage loans, the Servicing to
which was purchased by the Servicer from the Subservicer pursuant to a GNMA
Mortgage Servicing Purchase and Sale Agreement ("Second Sale Agreement") between
Servicer and Subservicer, dated as of September 30, 1998 (the First Subservicing
Agreement and the Second Subservicing Agreement shall collectively be referred
to as the "Subservicing Agreements");
WHEREAS, the Servicer and Subservicer desire to amend the First Subservicing
Agreement, the First Sale Agreement, the Extension Amendment, the Second
Subservicing Agreement, and the Second Sale Agreement, as follows:
Servicer elects to extend the terms of the First Subservicing Agreement and the
Second Subservicing Agreement for an additional two (2) years as follows: for
that portion of the Servicing which pertains to GNMA Mortgage Loans and the
owned portfolio to May 31, 2001; for that portion of the Servicing which
pertains to FNMA Mortgage Loans to July 31, 2001; and, for that portion of
Servicing which pertains to FHLMC Mortgage Loans to March 15, 2001, provided,
however, that notwithstanding the one hundred fifty (150) day minimum servicing
period set forth in Section 7 of the Subservicing Agreements, in the event
Servicer changes to first-of-the month cut-off for the GNMA Mortgage Loans, the
termination date for the Servicing of GNMA Mortgage Loans may be revised
downward or upward by up to five (5) calendar days. Nothing in this paragraph
shall affect Servicer's existing rights, pursuant to the terms and provisions of
the Subservicing Agreements, to terminate Subservicer earlier for cause due to a
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breach of the Subservicing Agreements, as amended by the terms and provisions of
this Amendment. The one hundred fifty (150) day minimum servicing period set
forth in Section 7 of the Subservicing Agreements shall be reduced to sixty (60)
days in the event that Subservicer does not deliver to Servicer servicing rights
on mortgage loans having an unpaid principal balance of at least $1.5 Billion
dollars within the time frame provided and in accordance with the terms of that
certain Agreement for the Purchase of GNMA Servicing to be executed by and
between Servicer (Correspondent Negotiated Transactions division) and
Subservicer. Within a reasonable time before any Transfer Date, Servicer shall
provide Subservicer updated transfer instructions. Such transfer instructions
shall be mutually acceptable to Servicer and Subservicer.
The definition of Subservicing Fee is hereby amended to provide that effective
June 1, 1999, the compensation to be paid to Subservicer under the Subservicing
Agreements for subservicing any Mortgage Loan in existence on the first day of
each month shall be $1.50 per Mortgage Loan.
Upon written request of Servicer, Subservicer shall repurchase certain
designated GNMA Mortgage Loan delinquencies and service release those
repurchased GNMA Mortgage Loans to Servicer as are identified for release in
such written request. Any such request shall specify the GNMA Mortgage Loan
delinquencies to be repurchased and the repurchased GNMA Mortgage Loan
delinquencies to be service released, and shall be provided to Subservicer at
least two (2) business days prior to the designated buyout date. Servicer shall
provide funds for such buyouts at least one (1) business day prior to the
designated buyout date in an amount equal to the unpaid principal balance of the
GNMA Mortgage Loan plus accrued interest at the pool pass-through rate to the
end of the month in which such repurchase will occur. Within three (3) business
days of the servicing release date, Servicer shall remit to Subservicer any
funds held back from the Purchase Price in connection with any such repurchased
and service released GMNA Mortgage Loan delinquency in accordance with Section
3.2(c) of the First Sale Agreement, together with any outstanding advances in
accordance with the terms of the Subservicing Agreements.
Subservicer represents and warrants that its computer systems are as of the date
of this Amendment, and will continue to be, compliant in the year 2000.
Subservicer shall engage KPMG Peat Marwick, L.L.P., at Subservicer's expense, to
prepare a site inspection regarding Subservicer's year 2000 program management
status. Servicer shall execute the engagement letter setting forth the terms of
the inspection, attached hereto as Exhibit A. Subservicer shall provide Servicer
with a copy of the executed engagement letter and any reports generated in
connection with the services performed under the engagement letter.
As directed by Servicer, Subservicer shall solicit the portfolio for optional
products. In addition to the Subservicing Fee earned, Subservicer shall retain
for each product successfully solicited, $1.75 per Mortgage Loan per month, for
the first 90 days the optional product is in effect, and $0.50 per Mortgage Loan
per month for each month the optional product is maintained. All other fees
associated with the product shall be remitted to Servicer.
Servicer shall remit, within 10 days of the execution of this Amendment, Six
Million Dollars ($6,000,000.00) of the Document Holdback Funds that were
withheld pursuant to Paragraph
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3.2(d)(iii) of the First Sale Agreement. The remaining Document Holdback funds
will be released to Subservicer in accordance with Paragraph 3.2(d)(iii) of the
First Sale Agreement.
As of the date of this Agreement, the Servicer is withholding approximately
Fourteen Million Eight Hundred Thousand Dollars ($14,800,000.00) of the Purchase
Price according to Paragraph 3.2(c) of the First Sale Agreement. Servicer shall
remit, within 10 days of the execution of this Amendment, all but Twelve Million
Dollars ($12,000,000.00) of the remaining Purchase Price. The remaining funds
shall continue to bear interest and be held by Servicer until the Payment Date
in accordance with Paragraph 3.2(c) of the First Sale Agreement.
All other terms of the Subservicing Agreements, the First Sale Agreement, the
Extension Amendment and Second Sale Agreement shall remain in full force and
effect. Only the amended provisions listed above shall constitute changes or
additions to such agreements.
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IN WITNESS WHEREOF, each of the undersigned parties to this Amendment has caused
this Amendment to be duly executed in its corporate name by one of its duly
authorized officers, all as of the date first written above.
SERVICER:
ATTEST: CHASE MORTGAGE
CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, By: /s/ J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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Title: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, AVP Title: J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, VICE PRESIDENT
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Date: NOVEMBER 4, 1998 Date: NOVEMBER 4, 1998
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SUBSERVICER:
ATTEST: SOURCE ONE MORTGAGE
SERVICES CORPORATION
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ -------------------------------
November 24, 1998 Title: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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SENIOR VICE PRESIDENT
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Date: Nov. 4, 1998
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