EXHIBIT 10.1
GMAC MORTGAGE CORPORATION
as Servicer,
GMACM REVOLVING HOME EQUITY LOAN TRUST 1998-2,
as Issuer
and
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
as Indenture Trustee
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SERVICING AGREEMENT
Dated as of September 25, 1998
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Table of Contents
Page
ARTICLE I
Definitions
Section 1.01 Definitions........................................1
Section 1.02 Other Definitional Provisions......................2
Section 1.03 Interest Calculations..............................2
ARTICLE II
Representations and Warranties
Section 2.01 Representations and Warranties
Regarding the Servicer.............................3
Section 2.02 Representations and Warranties
of the Issuer......................................4
Section 2.03 Enforcement of Representations and
Warranties.........................................4
ARTICLE III
Administration and Servicing of Mortgage Loans
Section 3.01 The Servicer.......................................5
Section 3.02 Collection of Certain Mortgage Loan Payments.......7
Section 3.03 Withdrawals from the Custodial Account.............9
Section 3.04 Maintenance of Hazard Insurance; Property
Protection Expenses...............................11
Section 3.05 Modification Agreements...........................12
Section 3.06 Trust Estate; Related Documents...................12
Section 3.07 Realization Upon Defaulted Mortgage Loans.........13
Section 3.08 Issuer and Indenture Trustee to Cooperate.........15
Section 3.09 Servicing Compensation; Payment of Certain
Expenses by Servicer..............................16
Section 3.10 Annual Statement as to Compliance.................16
Section 3.11 Annual Servicing Report...........................16
Section 3.12 Access to Certain Documentation and
Information Regarding the Mortgage Loans..........17
Section 3.13 Maintenance of Certain Servicing
Insurance Policies................................17
Section 3.14 Information Required by the Internal Revenue
Service and Reports of Foreclosures and
Abandonments of Mortgaged Property................17
Section 3.15 Optional Repurchase of Mortgage Loans.............18
Section 3.16 Recording of Assignments..........................18
Section 3.17 Pre-Funding Account. .............................18
Section 3.18 Funding Account. .................................19
Section 3.19 Capitalized Interest Account. ....................20
ARTICLE IV
Servicing Certificate
Section 4.01 Statements to Securityholders.....................22
ARTICLE V
Note Payment Account
Section 5.01 Note Payment Account..............................24
ARTICLE VI
The Servicer
Section 6.01 Liability of the Servicer.........................25
Section 6.02 Merger or Consolidation of, or
Assumption of the Obligations of, the Servicer....25
Section 6.03 Limitation on Liability of the Servicer
and Others........................................25
Section 6.04 Servicer Not to Resign............................26
Section 6.05 Delegation of Duties..............................27
Section 6.06 Payment of Indenture Trustee's and Owner
Trustee's Fees and Expenses; Indemnification......27
ARTICLE VII
Default
Section 7.01 Servicing Default.................................28
Section 7.02 Indenture Trustee to Act; Appointment
of Successor......................................30
Section 7.03 Notification to Securityholders...................31
ARTICLE VIII
Miscellaneous Provisions
Section 8.01 Amendment.........................................32
Section 8.02 GOVERNING LAW.....................................32
Section 8.03 Notices...........................................32
Section 8.04 Severability of Provisions........................32
Section 8.05 Third-Party Beneficiaries.........................33
Section 8.06 Counterparts......................................33
Section 8.07 Effect of Headings and Table of Contents..........33
Section 8.08 Termination Upon Purchase by the
Servicer or Liquidation of All Mortgage
Loans; Partial Redemption.........................33
Section 8.09 Certain Matters Affecting the Indenture Trustee...34
Section 8.10 Owner Trustee Not Liable for Related Documents....34
EXHIBIT A - MORTGAGE LOAN SCHEDULE..........................................A-1
EXHIBIT B - POWER OF ATTORNEY...............................................B-1
EXHIBIT C - FORM OF REQUEST FOR RELEASE.....................................C-1
This Servicing Agreement, dated as of September 25, 1998 (the
"Agreement"), is among GMAC Mortgage Corporation, as servicer (the "Servicer"),
the GMACM Revolving Home Equity Loan Trust 1998-2, as issuer (the "Issuer"), and
Norwest Bank Minnesota, National Association, as indenture trustee (the
"Indenture Trustee").
WITNESSETH:
WHEREAS, pursuant to the terms of the Purchase Agreement (as defined
herein), GMAC Mortgage Corporation, as seller (in such capacity, the "Seller"),
will sell to Bear Xxxxxxx Asset Backed Securities, Inc. ("BSABS"), as purchaser
(in such capacity, the "Purchaser"), the Initial Mortgage Loans on the Closing
Date, and may sell Subsequent Mortgage Loans on one or more Subsequent Transfer
Dates, together with the Related Documents on the Closing Date and any
Subsequent Transfer Date, and thereafter all Additional Balances created on or
after the Cut-Off Date and any such Subsequent Transfer Date;
WHEREAS, BSABS, as depositor (in such capacity, the "Depositor"), will
sell the Initial Mortgage Loans and all of its rights under the Purchase
Agreement to the Issuer, together with the Related Documents on the Closing
Date, and thereafter all Additional Balances relating thereto created on or
after the Cut-Off Date;
WHEREAS, pursuant to the terms of the Trust Agreement, the Issuer will
issue the Certificates;
WHEREAS, pursuant to the terms of the Indenture, the Issuer will issue
the Notes; and
WHEREAS, pursuant to the terms of this Agreement, the Servicer will
service the Mortgage Loans directly or through one or more Subservicers.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:
ARTICLE I
Definitions
Section 1.01 Definitions. For all purposes of this Agreement, except as
otherwise expressly provided herein or unless the context otherwise requires,
capitalized terms not otherwise defined herein shall have the meanings assigned
to such terms in the Definitions contained in Appendix A to the indenture dated
as of September 25, 1998 (the "Indenture"), between the Issuer and the Indenture
Trustee, which is incorporated by reference herein. All other capitalized terms
used herein shall have the meanings specified herein.
Section 1.02 Other Definitional Provisions.
(a) All terms defined in this Agreement shall have the defined meanings
when used in any certificate or other document made or delivered pursuant hereto
unless otherwise defined therein.
(b) As used in this Agreement and in any certificate or other document
made or delivered pursuant hereto or thereto, accounting terms not defined in
this Agreement or in any such certificate or other document, and accounting
terms partly defined in this Agreement or in any such certificate or other
document, to the extent not defined, shall have the respective meanings given to
them under generally accepted accounting principles. To the extent that the
definitions of accounting terms in this Agreement or in any such certificate or
other document are inconsistent with the meanings of such terms under generally
accepted accounting principles, the definitions contained in this Agreement or
in any such certificate or other document shall control.
(c) The words "hereof," "herein," "hereunder" and words of similar
import when used in this Agreement shall refer to this Agreement as a whole and
not to any particular provision of this Agreement; Section and Exhibit
references contained in this Agreement are references to Sections and Exhibits
in or to this Agreement unless otherwise specified; the term "including" shall
mean "including without limitation"; "or" shall include "and/or"; and the term
"proceeds" shall have the meaning ascribed thereto in the UCC.
(d) The definitions contained in this Agreement are applicable to the
singular as well as the plural forms of such terms and to the masculine as well
as the feminine and neuter genders of such terms.
(e) Any agreement, instrument or statute defined or referred to herein
or in any instrument or certificate delivered in connection herewith means such
agreement, instrument or statute as from time to time amended, modified or
supplemented and includes (in the case of agreements or instruments) references
to all attachments thereto and instruments incorporated therein; references to a
Person are also to its permitted successors and assigns.
Section 1.03 Interest Calculations. All calculations of interest
hereunder that are made in respect of the Principal Balance of a Mortgage Loan
shall be made on a daily basis using a 365-day year. All calculations of
interest on the Securities shall be made on the basis of the actual number of
days in an Interest Period and a year assumed to consist of 360 days. The
calculation of the Servicing Fee shall be made on the basis of a 360-day year
consisting of twelve 30-day months. All dollar amounts calculated hereunder
shall be rounded to the nearest xxxxx with one-half of one xxxxx being rounded
up.
ARTICLE II
Representations and Warranties
Section 2.01 Representations and Warranties Regarding the Servicer. The
Servicer represents and warrants to the Issuer and for the benefit of the
Indenture Trustee, as pledgee of the Mortgage Loans, as of the Closing Date:
(a) the Servicer is a corporation duly organized, validly existing and
in good standing under the laws of the Commonwealth of Pennsylvania and has the
corporate power to own its assets and to transact the business in which it is
currently engaged. The Servicer is duly qualified to do business as a foreign
corporation and is in good standing in each jurisdiction in which the character
of the business transacted by it or properties owned or leased by it requires
such qualification and in which the failure to so qualify would have a material
adverse effect on the business, properties, assets, or condition (financial or
other) of the Servicer;
(b) the Servicer has the power and authority to make, execute, deliver
and perform this Agreement and all of the transactions contemplated under this
Agreement, and has taken all necessary corporate action to authorize the
execution, delivery and performance of this Agreement;
(c) the Servicer is not required to obtain the consent of any other
Person or any consent, license, approval or authorization from, or registration
or declaration with, any governmental authority, bureau or agency in connection
with the execution, delivery, performance, validity or enforceability of this
Agreement, except for such consent, license, approval or authorization, or
registration or declaration, as shall have been obtained or filed, as the case
may be;
(d) the execution and delivery of this Agreement and the performance of
the transactions contemplated hereby by the Servicer will not violate any
material provision of any existing law or regulation or any order or decree of
any court applicable to the Servicer or any provision of the Articles of
Incorporation or Bylaws of the Servicer, or constitute a material breach of any
mortgage, indenture, contract or other agreement to which the Servicer is a
party or by which the Servicer may be bound; and
(e) no litigation or administrative proceeding of or before any court,
tribunal or governmental body is currently pending, or to the knowledge of the
Servicer threatened, against the Servicer or any of its properties or with
respect to this Agreement or the Securities which in the opinion of the Servicer
has a reasonable likelihood of resulting in a material adverse effect on the
transactions contemplated by this Agreement. The foregoing representations and
warranties shall survive any termination of the Servicer hereunder.
Section 2.02 Representations and Warranties of the Issuer. The Issuer
hereby represents and warrants to the Servicer and for the benefit of the
Indenture Trustee, as pledgee of the Mortgage Loans, as of the Closing Date:
(a) the Issuer is a business trust duly formed and in good standing
under the laws of the State of Delaware and has full power, authority and legal
right to execute and deliver this Agreement and to perform its obligations under
this Agreement, and has taken all necessary action to authorize the execution,
delivery and performance by it of this Agreement; and
(b) the execution and delivery by the Issuer of this Agreement and the
performance by the Issuer of its obligations under this Agreement will not
violate any provision of any law or regulation governing the Issuer or any
order, writ, judgment or decree of any court, arbitrator or governmental
authority or agency applicable to the Issuer or any of its assets. Such
execution, delivery, authentication and performance will not require the
authorization, consent or approval of, the giving of notice to, the filing or
registration with, or the taking of any other action with respect to, any
governmental authority or agency regulating the activities of limited liability
companies. Such execution, delivery, authentication and performance will not
conflict with, or result in a breach or violation of, any mortgage, deed of
trust, lease or other agreement or instrument to which the Issuer is bound.
Section 2.03 Enforcement of Representations and Warranties. The
Servicer, on behalf of and subject to the direction of the Indenture Trustee, as
pledgee of the Mortgage Loans, or the Issuer, shall enforce the representations
and warranties of the Seller pursuant to the Purchase Agreement. Upon the
discovery by the Seller, the Depositor, the Servicer, the Indenture Trustee, the
Enhancer, the Issuer, or the Custodian of a breach of any of the representations
and warranties made in the Purchase Agreement, in respect of any Mortgage Loan
which materially and adversely affects the interests of the Securityholders or
the Enhancer, the party discovering such breach shall give prompt written notice
to the other parties (the Custodian being so obligated under the Custodial
Agreement). The Servicer shall promptly notify the Seller of such breach and
request that, pursuant to the terms of the Purchase Agreement, the Seller either
(i) cure such breach in all material respects within 90 days from the date the
Seller was notified of such breach or (ii) purchase such Mortgage Loan from the
Issuer at the price and in the manner set forth in Section 3.1(b) of the
Purchase Agreement; provided, that the Seller shall, subject to the conditions
set forth in the Purchase Agreement, have the option to substitute an Eligible
Substitute Loan or Loans for such Mortgage Loan. In the event that the Seller
elects to substitute one or more Eligible Substitute Loans pursuant to Section
3.1(b) of the Purchase Agreement, the Seller shall deliver to the Issuer with
respect to such Eligible Substitute Loans, the original Loan Agreement, the
Mortgage, and such other documents and agreements as are required by the
Purchase Agreement. Payments due with respect to Eligible Substitute Loans in
the month of substitution shall not be transferred to the Issuer and will be
retained by the Servicer and remitted by the Servicer to the Seller on the next
succeeding Payment Date provided a payment at least equal to the applicable
Minimum Monthly Payment has been received by the Issuer for such month in
respect of the Mortgage Loan to be removed. The Servicer shall amend or cause to
be amended the Mortgage Loan Schedule to reflect the removal of such Mortgage
Loan and the substitution of the Eligible Substitute Loans and the Servicer
shall promptly deliver the amended Mortgage Loan Schedule to the Owner Trustee
and Indenture Trustee.
It is understood and agreed that the obligation of the Seller to cure
such breach or purchase or substitute for such Mortgage Loan as to which such a
breach has occurred and is continuing shall constitute the sole remedy
respecting such breach available to the Issuer and the Indenture Trustee, as
pledgee of the Mortgage Loans, against the Seller. In connection with the
purchase of or substitution for any such Mortgage Loan by the Seller, the Issuer
shall assign to the Seller all of its right, title and interest in respect of
the Purchase Agreement applicable to such Mortgage Loan. Upon receipt of the
Repurchase Price, or upon completion of such substitution, the Servicer shall
notify the Custodian, and the Custodian shall deliver the Mortgage Files to the
Servicer, together with all relevant endorsements and assignments prepared by
the Servicer that the Indenture Trustee shall execute.
ARTICLE III
Administration and Servicing of Mortgage Loans
Section 3.01 The Servicer.
(a) The Servicer shall service and administer the Mortgage Loans in a
manner generally consistent with the terms of the Program Guide and in a manner
consistent with the terms of this Agreement and that shall be normal and usual
in its general mortgage servicing activities. The Servicer shall have full power
and authority, acting alone or through a Subservicer, to do any and all things
in connection with such servicing and administration which it may deem necessary
or desirable, it being understood, however, that the Servicer shall at all times
remain responsible to the Issuer and the Indenture Trustee, as pledgee of the
Mortgage Loans, for the performance of its duties and obligations hereunder in
accordance with the terms hereof and the Program Guide. Without limiting the
generality of the foregoing, the Servicer shall continue, and is hereby
authorized and empowered by the Issuer and the Indenture Trustee, as pledgee of
the Mortgage Loans, to execute and deliver, on behalf of itself, the Issuer, the
Indenture Trustee or any of them, any and all instruments of satisfaction or
cancellation, or of partial or full release or discharge and all other
comparable instruments with respect to the Mortgage Loans and the Mortgaged
Properties. The Issuer, the Indenture Trustee and the Custodian, as applicable,
shall furnish the Servicer with any powers of attorney and other documents
necessary or appropriate to enable the Servicer to carry out its servicing and
administrative duties hereunder. In addition, the Servicer may, at its own
discretion and on behalf of the Indenture Trustee, obtain credit information in
the form of a "credit score" from a credit repository. On the Closing Date, the
Indenture Trustee shall deliver to the Servicer a limited power of attorney
substantially in the form of Exhibit B hereto.
If the Mortgage did not have a Lien senior to the related Mortgage Loan
on the related Mortgaged Property as of the related Cut-Off Date, then the
Servicer, in such capacity, may not consent to the placing of a Lien senior to
that of the Mortgage on the related Mortgaged Property. If the Mortgage had a
Lien senior to the related Mortgage Loan on the related Mortgaged Property as of
the related Cut-Off Date, then the Servicer, in such capacity, may consent to
the refinancing of such prior senior Lien; provided, that (i) the resulting CLTV
of such Mortgage Loan is no higher than the greater of the CLTV prior to such
refinancing or 70% CLTV (or 80% CLTV for those borrowers with a FICO "credit
score" of 720 or greater) and (ii) the interest rate for the loan evidencing the
refinanced senior Lien is no higher than the interest rate on the loan
evidencing the existing senior Lien immediately prior to the date of such
refinancing (meaning, in the case of an adjustable rate loan, a substantially
similar index and a gross margin no higher than that of the existing senior
Lien); provided, however, that if the loan evidencing the existing senior Lien
prior to the date of refinancing is an adjustable rate loan and the loan
evidencing the refinanced senior Lien is a fixed rate loan, then the interest
rate on the loan evidencing the refinanced senior Lien may be up to 2.0% higher
than the then-current mortgage rate of the loan evidencing the existing senior
Lien and (iii) the loan evidencing the refinanced senior Lien is not subject to
negative amortization.
In connection with servicing the Mortgage Loans, the Servicer may take
reasonable actions to encourage or effect the termination of Loan Agreements
that have become dormant.
The relationship of the Servicer (and of any successor to the Servicer
as servicer under this Agreement) to the Issuer under this Agreement is intended
by the parties to be that of an independent contractor and not that of a joint
venturer, partner or agent.
(b) The Servicer may enter into Subservicing Agreements with
Subservicers for the servicing and administration of certain of the Mortgage
Loans. References in this Agreement to actions taken or to be taken by the
Servicer in servicing the Mortgage Loans include actions taken or to be taken by
a Subservicer on behalf of the Servicer and any amount actually received by such
Subservicer in respect of a Mortgage Loan shall be deemed to have been received
by the Servicer whether or not actually received by the Servicer. Each
Subservicing Agreement will be upon such terms and conditions as are not
inconsistent with this Agreement and as the Servicer and the Subservicer have
agreed. With the approval of the Servicer, a Subservicer may delegate its
servicing obligations to third-party servicers, but such Subservicers will
remain obligated under the related Subservicing Agreements. The Servicer and the
Subservicer may enter into amendments to the related Subservicing Agreements;
provided, however, that any such amendments shall not cause the Mortgage Loans
to be serviced in a manner that would be materially inconsistent with the
standards set forth in this Agreement. The Servicer shall be entitled to
terminate any Subservicing Agreement in accordance with the terms and conditions
thereof and without any limitation by virtue of this Agreement; provided,
however, that in the event of termination of any Subservicing Agreement by the
Servicer or the Subservicer, the Servicer shall either act as servicer of the
related Mortgage Loan or enter into a Subservicing Agreement with a successor
Subservicer which will be bound by the terms of the related Subservicing
Agreement. The Servicer shall be entitled to enter into any agreement with a
Subservicer for indemnification of the Servicer and nothing contained in this
Agreement shall be deemed to limit or modify such indemnification.
In the event that the rights, duties and obligations of the Servicer
are terminated hereunder, any successor to the Servicer in its sole discretion
may, to the extent permitted by applicable law, terminate the existing
Subservicing Agreement with any Subservicer in accordance with the terms of the
applicable Subservicing Agreement or assume the terminated Servicer's rights and
obligations under such subservicing arrangements which termination or assumption
will not violate the terms of such arrangements.
As part of its servicing activities hereunder, the Servicer, for the
benefit of the Indenture Trustee, the Enhancer and the Securityholders, shall
use reasonable efforts to enforce the obligations of each Subservicer under the
related Subservicing Agreement, to the extent that the non-performance of any
such obligation would have a material adverse effect on a Mortgage Loan. Such
enforcement, including, without limitation, the legal prosecution of claims,
termination of Subservicing Agreements and the pursuit of other appropriate
remedies, shall be in such form and carried out to such an extent and at such
time as the Servicer, in its good faith business judgment, would require were it
the owner of the related Mortgage Loans. The Servicer shall pay the costs of
such enforcement at its own expense, and shall be reimbursed therefor only (i)
from a general recovery resulting from such enforcement to the extent, if any,
that such recovery exceeds all amounts due in respect of the related Mortgage
Loan or (ii) from a specific recovery of costs, expenses or attorneys fees
against the party against whom such enforcement is directed.
Section 3.02 Collection of Certain Mortgage Loan Payments.
(a) The Servicer shall make reasonable efforts to collect all payments
called for under the terms and provisions of the Mortgage Loans, and shall, to
the extent such procedures shall be consistent with this Agreement and generally
consistent with the Program Guide, follow such collection procedures as shall be
normal and usual in its general mortgage servicing activities. Consistent with
the foregoing, and without limiting the generality of the foregoing, the
Servicer may in its discretion (i) waive any late payment charge, penalty
interest or other fees which may be collected in the ordinary course of
servicing a Mortgage Loan and (ii) arrange with a Mortgagor a schedule for the
payment of principal and interest due and unpaid; provided, that such
arrangement is consistent with the Servicer's policies with respect to home
equity mortgage loans; and provided further, that notwithstanding such
arrangement, such Mortgage Loans will be included in the information regarding
delinquent Mortgage Loans set forth in the Servicing Certificate. The Servicer
may also extend the Due Date for payment due on a Mortgage Loan in accordance
with the Program Guide; provided, however, that the Servicer shall first
determine that any such waiver or extension will not impair the coverage of any
related insurance policy or materially adversely affect the Lien of the related
Mortgage or the interests of the Securityholders or the Enhancer. Consistent
with the terms of this Agreement, the Servicer may also waive, modify or vary
any term of any Mortgage Loan (including reduce the Credit Limit with respect to
any HELOC) or consent to the postponement of strict compliance with any such
term or in any manner grant indulgence to any Mortgagor if in the Servicer's
determination such waiver, modification, postponement or indulgence is not
materially adverse to the interests of the Securityholders or the Enhancer;
provided, however, that the Servicer may not modify or permit any Subservicer to
modify any Mortgage Loan (including without limitation any modification that
would change the Loan Rate, forgive the payment of any principal or interest
(unless in connection with the liquidation of the related Mortgage Loan) or
extend the final maturity date of such Mortgage Loan) unless such Mortgage Loan
is in default or, in the judgment of the Servicer, such default is reasonably
foreseeable. In addition, if a HELOC is in default or, in the judgment of the
Servicer, such default is reasonably foreseeable, the Servicer may, through
modification, convert such HELOC to a fully amortizing HEL. Notwithstanding the
foregoing, with respect to any HELOC, the Servicer (i) in its sole discretion
may permit the related Mortgagor (or may enter into a modification agreement
that will allow such Mortgagor) to make monthly payments, with respect to any
Billing Cycle during the related Draw Period, in a minimum amount that will be
equal to the related finance charge for such Billing Cycle and (ii) may reduce
the amount of the Credit Limit (to an amount no less than the then-current
Principal Balance of such HELOC) in connection with any refinancing of a senior
Lien pursuant to the second paragraph of Section 3.01(a) of this Agreement.
(b) The Servicer shall establish a Custodial Account, which shall be an
Eligible Account, in which the Servicer shall deposit or cause to be deposited
any amounts representing payments and collections in respect of the Initial
Mortgage Loans received by it subsequent to the Cut-Off Date or, with respect to
the Subsequent Mortgage Loans, the Subsequent Cut-off Date (other than in
respect of the payments referred to in the following paragraph), within one
Business Day following receipt thereof (or otherwise on or prior to the Closing
Date), including the following payments and collections received or made by it
(without duplication):
(i) all payments of principal of or interest on the Mortgage
Loans received or advanced by the Servicer, net of any portion of the
interest thereof retained by any Subservicer as subservicing fees;
(ii) the aggregate Repurchase Price of the Mortgage Loans
purchased by the Servicer pursuant to Section 3.15;
(iii) Net Liquidation Proceeds, net of any related Foreclosure
Profit;
(iv) all proceeds of any Mortgage Loans repurchased by the
Seller pursuant to the Purchase Agreement, and all Substitution
Adjustment Amounts required to be deposited in connection with the
substitution of an Eligible Substitute Loan pursuant to the Purchase
Agreement;
(v) Insurance Proceeds, other than Net Liquidation Proceeds,
resulting from any insurance policy maintained on a Mortgaged Property;
and
(vi) amounts required to be paid by the Servicer pursuant to
Section 8.08;
provided, however, that with respect to each Collection Period, the Servicer
shall be permitted to retain from payments in respect of interest on the
Mortgage Loans, the Servicing Fee for such Collection Period. The foregoing
requirements respecting deposits to the Custodial Account are exclusive, it
being understood that, without limiting the generality of the foregoing, the
Servicer need not deposit in the Custodial Account amounts representing
Foreclosure Profits, fees (including annual fees) or late charge penalties,
payable by Mortgagors, or amounts received by the Servicer for the accounts of
Mortgagors for application towards the payment of taxes, insurance premiums,
assessments and similar items. In the event any amount not required to be
deposited in the Custodial Account is so deposited, the Servicer may at any time
withdraw such amount from the Custodial Account, any provision herein to the
contrary notwithstanding. The Custodial Account may contain funds that belong to
one or more trust funds created for the notes or certificates of other series
and may contain other funds respecting payments on Mortgage Loans or other
mortgage loans belonging to the Servicer or serviced or serviced by it on behalf
of others. Notwithstanding such commingling of funds, the Servicer shall keep
records that accurately reflect the funds on deposit in the Custodial Account
that have been identified by it as being attributable to the Mortgage Loans and
shall hold all collections in the Custodial Account to the extent they represent
collections on the Mortgage Loans for the benefit of the Trust, the Enhancer,
the Securityholders and the Indenture Trustee, as their interests may appear.
The Servicer shall retain all Foreclosure Profits as additional servicing
compensation.
The Servicer, in its sole discretion, may deposit into the Custodial
Account amounts representing installments of interest on Mortgage Loans that
were delinquent as of the end of any Collection Period. If the Servicer makes
any such advances of delinquent interest, the Servicer shall be entitled to
reimburse itself by withdrawing from the Custodial Account, as provided herein,
any amounts so advanced. The Servicer may cause the institution maintaining the
Custodial Account to invest any funds in the Custodial Account in Permitted
Investments (including obligations of the Servicer or any of its Affiliates, if
such obligations otherwise qualify as Permitted Investments), which investments
shall mature not later than the Business Day preceding the next succeeding
Payment Date, and which investments shall not be sold or disposed of prior to
maturity. Except as provided above, all income and gain realized from any such
investment shall inure to the benefit of the Servicer and shall be subject to
its withdrawal or order from time to time. The amount of any losses incurred in
respect of the principal amount of any such investments shall be deposited in
the Custodial Account by the Servicer out of its own funds immediately as
realized.
(c) The Servicer shall require each Subservicer to hold all funds
constituting collections on the Mortgage Loans, pending remittance thereof to
the Servicer, in one or more accounts meeting the requirements of an Eligible
Account, and shall require all such funds to be invested in Permitted
Investments, unless all such collections are remitted on a daily basis to the
Servicer for deposit into the Custodial Account.
Section 3.03 Withdrawals from the Custodial Account. The Servicer
shall, from time to time as provided herein, make withdrawals from the Custodial
Account of amounts on deposit therein pursuant to Section 3.02 that are
attributable to the Mortgage Loans for the following purposes:
(a) on each Determination Date, the Servicer shall determine the
aggregate amounts to be withdrawn from the Custodial Account and applied
pursuant to Section 3.05(a) of the Indenture and, prior to the close of business
on the Business Day prior to the related Payment Date, shall withdraw such
amounts from the Custodial Account and apply the same in accordance with and in
the order or priority set forth in Section 3.05(a) of the Indenture for such
Payment Date, in accordance with the Servicer's Certificate;
(b) prior to the commencement of the Rapid Amortization Period, to pay
to the Seller the amount of any Additional Balances as and when created during
the related Collection Period, and, prior to the commencement of the Managed
Amortization Period, any Subsequent Mortgage Loans on the related Subsequent
Transfer Date;
(c) to the extent deposited to the Custodial Account, to reimburse
itself or the related Subservicer for previously unreimbursed expenses incurred
in maintaining individual insurance policies pursuant to Section 3.04, or
Liquidation Expenses, paid pursuant to Section 3.07 or otherwise reimbursable
pursuant to the terms of this Agreement (to the extent not payable pursuant to
Section 3.09), such withdrawal right being limited to amounts received on
particular Mortgage Loans (other than any Repurchase Price in respect thereof)
that represent late recoveries of the payments for which such advances were
made, or from related Net Liquidation Proceeds or the proceeds of the purchase
of such Mortgage Loan;
(d) to pay to itself out of each payment received on account of
interest on a Mortgage Loan as contemplated by Section 3.09, an amount equal to
the related Servicing Fee (to the extent not retained pursuant to Section 3.02),
and to pay to any Subservicer any subservicing fees not previously withheld by
such Subservicer;
(e) prior to the commencement of the Managed Amortization Period, to
deposit Principal Collections into the Funding Account to the extent not
otherwise applied toward the purchase of Additional Balances or Subsequent
Mortgage Loans;
(f) to the extent deposited in the Custodial Account, to pay to itself
as additional servicing compensation any (i) interest or investment income
earned on funds deposited in the Custodial Account that it is entitled to
withdraw pursuant to Sections 3.02(b) and 5.01, and (ii) Foreclosure Profits (to
the extent permitted by law);
(g) to pay to itself or the Seller, with respect to any Mortgage Loan
or property acquired in respect thereof that has been purchased or otherwise
transferred to the Seller, the Servicer or other entity, all amounts received
thereon and not required to be distributed to Securityholders as of the date on
which the related Purchase Price or Repurchase Price is determined;
(h) to withdraw any other amount deposited in the Custodial Account
that was not required to be deposited therein pursuant to Section 3.02;
(i) to pay to itself, with respect to any Mortgage Loan for which it
has made an advance of delinquent interest, any previously unreimbursed advances
of such amounts theretofore made to the extent of receipts of late recoveries of
such payments from the related Mortgagors, out of related Net Liquidation
Proceeds or the proceeds of the purchase of such Mortgage Loans; and
(j) at its option, for as long as it is the sole Certificateholder, to
pay to itself from amounts otherwise required to be remitted to the Distribution
Account, all amounts payable to it as a Certificateholder on the related Payment
Date.
Since, in connection with withdrawals pursuant to clauses (c), (d), (f)
and (g), the Servicer's entitlement thereto is limited to collections or other
recoveries on the related Mortgage Loan, the Servicer shall keep and maintain
separate accounting, on a Mortgage Loan by Mortgage Loan basis, for the purpose
of justifying any withdrawal from the Custodial Account pursuant to such
clauses. Notwithstanding any other provision of this Agreement, the Servicer
shall be entitled to reimburse itself for any previously unreimbursed expenses
incurred pursuant to Section 3.07 or otherwise reimbursable pursuant to the
terms of this Agreement that the Servicer determines to be otherwise
nonrecoverable (except with respect to any Mortgage Loan as to which the
Repurchase Price has been paid), by withdrawal from the Custodial Account of
amounts on deposit therein attributable to the Mortgage Loans on any Business
Day prior to the Payment Date succeeding the date of such determination.
Section 3.04 Maintenance of Hazard Insurance; Property Protection
Expenses. To the extent permitted under the related Loan Agreement and Mortgage,
and to the extent the Servicer receives notice that a hazard insurance policy
has been cancelled, the Servicer shall cause to be maintained for each Mortgage
Loan hazard insurance naming the Servicer or related Subservicer as loss payee
thereunder providing extended coverage in an amount which is at least equal to
the lesser of (i) the maximum insurable value of the improvements securing such
Mortgage Loan from time to time or (ii) the combined principal balance owing on
such Mortgage Loan and any mortgage loan senior to such Mortgage Loan from time
to time; provided, however, that such coverage may not be less than the minimum
amount required to fully compensate for any loss or damage on a replacement cost
basis. The Servicer shall use its best efforts to monitor that hazard insurance
is maintained as described in the previous sentence in the same manner as it
would for mortgage loans in its own portfolio. The Servicer shall also cause to
be maintained on property acquired upon foreclosure, or deed in lieu of
foreclosure, of any Mortgage Loan, fire insurance with extended coverage in an
amount which is at least equal to the amount necessary to avoid the application
of any co-insurance clause contained in the related hazard insurance policy.
Amounts collected by the Servicer under any such policies (other than amounts to
be applied to the restoration or repair of the related Mortgaged Property or
property thus acquired or amounts released to the Mortgagor in accordance with
the Servicer's normal servicing procedures) shall be deposited in the Custodial
Account to the extent called for by Section 3.02. In cases in which any
Mortgaged Property is located at any time during the life of a Mortgage Loan in
a federally designated flood area, to the extent permitted under the related
Loan Agreement and Mortgage, and to the extent the Servicer receives notice that
the related flood insurance has been cancelled. All such flood insurance shall
be in amounts equal to the lesser of (i) the amount required to compensate for
any loss or damage to the related Mortgaged Property on a replacement cost basis
and (ii) the maximum amount of such insurance available for such Mortgaged
Property under the national flood insurance program (assuming that the area in
which such Mortgaged Property is located is participating in such program). The
Servicer shall use its best efforts to monitor such flood insurance as described
in the previous sentence in the same manner as it would for mortgage loans in
its own portfolio. The Servicer shall be under no obligation to require that any
Mortgagor maintain earthquake or other additional insurance and shall be under
no obligation itself to maintain any such additional insurance on property
acquired in respect of a Mortgage Loan, other than pursuant to such applicable
laws and regulations as shall at any time be in force and as shall require such
additional insurance. If the Servicer shall obtain and maintain a blanket policy
consistent with its general mortgage servicing activities insuring against
hazard losses on all of the Mortgage Loans, it shall conclusively be deemed to
have satisfied its obligations as set forth in the first sentence of this
Section 3.04, it being understood and agreed that such policy may contain a
deductible clause, in which case the Servicer shall, in the event that there
shall not have been maintained on the related Mortgaged Property a policy
complying with the first sentence of this Section 3.04 and there shall have been
a loss which would have been covered by such policy, deposit in the Custodial
Account the amount not otherwise payable under the blanket policy because of
such deductible clause. Any such deposit by the Servicer shall be made on the
last Business Day of the Collection Period in the month in which payments under
any such policy would have been deposited in the Custodial Account. In
connection with its activities as servicer of the Mortgage Loans, the Servicer
agrees to present, on behalf of itself, the Issuer and the Indenture Trustee,
claims under any such blanket policy.
Section 3.05 Modification Agreements. The Servicer or the related
Subservicer, as the case may be, shall be entitled to (a) execute assumption
agreements, substitution agreements, and instruments of satisfaction or
cancellation or of partial or full release or discharge, or any other document
contemplated by this Agreement and other comparable instruments with respect to
the Mortgage Loans and with respect to the related Mortgaged Properties (and the
Issuer and the Indenture Trustee each shall promptly execute any such documents
on request of the Servicer) and (b) approve the granting of an easement thereon
in favor of another Person, any alteration or demolition of such Mortgaged
Properties or other similar matters, if it has determined, exercising its good
faith business judgment in the same manner as it would if it were the owner of
the related Mortgage Loans, that the security for, and the timely and full
collectability of, such Mortgage Loans would not be adversely affected thereby.
A partial release pursuant to this Section 3.05 shall be permitted only if the
CLTV for the related Mortgage Loan after such partial release does not exceed
the CLTV for such Mortgage Loan as of the related Cut-Off Date. Any fee
collected by the Servicer or the related Subservicer for processing such request
will be retained by the Servicer or such Subservicer as additional servicing
compensation.
Section 3.06 Trust Estate; Related Documents.
(a) When required by the provisions of this Agreement, the Issuer or
the Indenture Trustee shall execute instruments to release property from the
terms of the Trust Agreement, Indenture or Custodial Agreement, as applicable,
or convey the Issuer's or the Indenture Trustee's interest in the same, in a
manner and under circumstances that are not inconsistent with the provisions of
this Agreement. No party relying upon an instrument executed by the Issuer or
the Indenture Trustee as provided in this Section 3.06 shall be bound to
ascertain the Issuer's or the Indenture Trustee's authority, inquire into the
satisfaction of any conditions precedent or see to the application of any
moneys.
(b) If from time to time the Servicer shall deliver to the Custodian
copies of any written assurance, assumption agreement or substitution agreement
or other similar agreement pursuant to Section 3.05, the Custodian shall check
that each of such documents purports to be an original executed copy (or a copy
of the original executed document if the original executed copy has been
submitted for recording and has not yet been returned) and, if so, shall file
such documents, and upon receipt of the original executed copy from the
applicable recording office or receipt of a copy thereof certified by the
applicable recording office shall file such originals or certified copies with
the Related Documents. If any such documents submitted by the Servicer do not
meet the above qualifications, such documents shall promptly be returned by the
Custodian to the Servicer, with a direction to the Servicer to forward the
correct documentation.
(c) Upon receipt of a Request for Release from the Servicer,
substantially in the form of Exhibit C hereto, to the effect that a Mortgage
Loan has been the subject of a final payment or a prepayment in full and such
Mortgage Loan has been terminated or that substantially all Net Liquidation
Proceeds that have been determined by the Servicer in its reasonable judgment to
be finally recoverable have been recovered, and upon deposit to the Custodial
Account of such final monthly payment, prepayment in full together with accrued
and unpaid interest to the date of such payment with respect to such Mortgage
Loan or, if applicable, Net Liquidation Proceeds, the Custodian shall promptly
release the Related Documents to the Servicer. The Indenture Trustee shall
execute such Related Documents, along with such documents as the Servicer or the
related Mortgagor may request to evidence satisfaction and discharge of such
Mortgage Loan, upon request of the Servicer. If from time to time and as
appropriate for the servicing or foreclosure of any Mortgage Loan, the Servicer
requests the Custodian to release the Related Documents and delivers to the
Custodian a trust receipt reasonably satisfactory to the Custodian and signed by
a Responsible Officer of the Servicer, the Custodian shall release such Related
Documents to the Servicer. If such Mortgage Loans shall be liquidated and the
Custodian receives a certificate from the Servicer as provided above, then, upon
request of the Servicer, the Custodian shall release the trust receipt to the
Servicer.
Section 3.07 Realization Upon Defaulted Mortgage Loans. With respect to
any Mortgage Loan that comes into and continues in default, the Servicer shall
decide whether to (i) foreclose upon the related Mortgaged Property, (ii) write
off the unpaid Principal Balance thereof as bad debt, (iii) take a deed in lieu
of foreclosure, (iv) accept a short sale, (v) arrange for a repayment plan, (vi)
agree to a modification in accordance with this Agreement or (vii) take an
unsecured note in each case subject to the rights of any related first Lien
holder; provided, that in connection with the foregoing, if the Servicer has
actual knowledge that any Mortgaged Property is affected by hazardous or toxic
wastes or substances and that the acquisition of such Mortgaged Property would
not be commercially reasonable, then the Servicer shall not cause the Issuer or
the Indenture Trustee to acquire title to such Mortgaged Property in a
foreclosure or similar proceeding. In connection with such decision, the
Servicer shall follow such practices (including, in the case of any default on a
related senior mortgage loan, the advancing of funds to correct such default if
deemed to be appropriate by the Servicer) and procedures as it shall deem
necessary or advisable and as shall be normal and usual in its general mortgage
servicing activities and as shall be required or permitted by the Program Guide;
provided, that the Servicer shall not be liable in any respect hereunder if the
Servicer is acting in connection with any such foreclosure or attempted
foreclosure which is not completed or other conversion in a manner that is
consistent with the provisions of this Agreement. The foregoing is subject to
the proviso that the Servicer shall not be required to expend its own funds in
connection with any foreclosure or attempted foreclosure which is not completed
or towards the correction of any default on a related senior mortgage loan or
restoration of any property unless it shall determine that such expenditure will
increase the related Net Liquidation Proceeds. In the event of a determination
by the Servicer that any such expenditure previously made pursuant to this
Section 3.07 will not be reimbursable from Net Liquidation Proceeds, the
Servicer shall be entitled to reimbursement of its funds so expended pursuant to
Section 3.03.
Notwithstanding any provision of this Agreement, a Mortgage Loan may be
deemed to be finally liquidated if substantially all amounts expected by the
Servicer to be received in connection therewith have been received; provided,
however, that any subsequent collections with respect to any such Mortgage Loan
shall be deposited into the Custodial Account. For purposes of determining the
amount of any Net Liquidation Proceeds, Insurance Proceeds or other unscheduled
collections, the Servicer may take into account minimal amounts of additional
receipts expected to be received or any estimated additional liquidation
expenses expected to be incurred in connection with such Mortgage Loan.
In the event that title to any Mortgaged Property is acquired in
foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale
shall be issued to the Indenture Trustee, which shall hold the same on behalf of
the Issuer in accordance with Section 3.13 of the Indenture. Notwithstanding any
such acquisition of title and cancellation of the related Mortgage Loan, such
Mortgaged Property shall (except as otherwise expressly provided herein) be
considered to be an outstanding Mortgage Loan held as an asset of the Issuer
until such time as such property shall be sold. Consistent with the foregoing
for purposes of all calculations hereunder, so long as the related Mortgage Loan
shall be considered to be an outstanding Mortgage Loan, it shall be assumed
that, notwithstanding that the indebtedness evidenced by the related Loan
Agreement shall have been discharged, such Loan Agreement in effect at the time
of any such acquisition of title before any adjustment thereto by reason of any
bankruptcy or similar proceeding or any moratorium or similar waiver or grace
period will remain in effect.
Any proceeds from foreclosure proceedings or the purchase or repurchase
of any Mortgage Loan pursuant to the terms of this Agreement, as well as any
recovery resulting from a collection of Net Liquidation Proceeds or Insurance
Proceeds, shall be applied in the following order of priority: first, to
reimburse the Servicer or the related Subservicer in accordance with this
Section 3.07; second, to pay the Servicer or the related Subservicer all
Servicing Fees payable therefrom; third, to pay accrued and unpaid interest on
such Mortgage Loan, at the Net Loan Rate to the Payment Date on which such
amounts are to be deposited in the Note Payment Account or Distribution Account;
and fourth, as a recovery of principal on such Mortgage Loan. Any remaining
amount shall constitute Foreclosure Profits.
Section 3.08 Issuer and Indenture Trustee to Cooperate. On or before
each Payment Date, the Servicer will notify the Indenture Trustee or the
Custodian, with a copy to the Issuer, of the termination of or the payment in
full and the termination of any Mortgage Loan during the preceding Collection
Period. Upon receipt of payment in full, the Servicer is authorized to execute,
pursuant to the authorization contained in Section 3.01, an instrument of
satisfaction regarding the related Mortgage, which instrument of satisfaction
shall be recorded by the Servicer if required by applicable law and be delivered
to the Person entitled thereto. It is understood and agreed that any expenses
incurred in connection with such instrument of satisfaction or transfer shall be
reimbursed from amounts deposited in the Custodial Account. From time to time
and as appropriate for the servicing or foreclosure of any Mortgage Loan, the
Custodian shall, upon request of the Servicer and delivery to the Custodian,
with a copy to the Issuer, of a Request for Release, in the form attached hereto
as Exhibit C, signed by a Servicing Officer, release or cause to be released the
related Mortgage File to the Servicer. The Issuer or Indenture Trustee shall
promptly execute such documents, in the forms provided by the Servicer, as shall
be necessary for the prosecution of any such proceedings or the taking of other
servicing actions. Such trust receipt shall obligate the Servicer to return such
Mortgage File to the Custodian (as specified in such receipt) when the need
therefor by the Servicer no longer exists, unless the Mortgage Loan shall be
liquidated, in which case, upon receipt of a certificate of a Servicing Officer
similar to that specified above, such trust receipt shall be released to the
Servicer.
In order to facilitate the foreclosure of the Mortgage securing any
Mortgage Loan that is in default following recordation of the related Assignment
of Mortgage in accordance with the provisions of the Purchase Agreement, the
Indenture Trustee or the Issuer shall, if so requested in writing by the
Servicer, promptly execute an appropriate assignment in the form provided by the
Servicer to assign such Mortgage Loan for the purpose of collection to the
Servicer (any such assignment shall unambiguously indicate that the assignment
is for the purpose of collection only), and, upon such assignment, such assignee
for collection will thereupon bring all required actions in its own name and
otherwise enforce the terms of such Mortgage Loan and deposit or credit the Net
Liquidation Proceeds, exclusive of Foreclosure Profits, received with respect
thereto into the Custodial Account. In the event that all delinquent payments
due under any such Mortgage Loan are paid by the Mortgagor and any other
defaults are cured, then the assignee for collection shall promptly reassign
such Mortgage Loan to the Indenture Trustee and return all Related Documents to
the place where the related Mortgage File was being maintained.
In connection with the Issuer's obligation to cooperate as provided in
this Section 3.08 and all other provisions of this Agreement requiring the
Issuer to authorize or permit any actions to be taken with respect to the
Mortgage Loans, the Indenture Trustee, as pledgee of the Mortgage Loans and as
assignee of record of the Mortgage Loans on behalf of the Issuer pursuant to
Section 3.13 of the Indenture, expressly agrees, on behalf of the Issuer, to
take all such actions on behalf of the Issuer and to promptly execute and return
all instruments reasonably required by the Servicer in connection therewith;
provided, that if the Servicer requests a signature of the Indenture Trustee, on
behalf of the Issuer, then the Servicer shall deliver to the Indenture Trustee
an Officer's Certificate stating that such signature is necessary or appropriate
to enable the Servicer to carry out its servicing and administrative duties
under this Agreement.
Section 3.09 Servicing Compensation; Payment of Certain Expenses by
Servicer. The Servicer shall be entitled to receive the Servicing Fee in
accordance with Section 3.03 as compensation for its services in connection with
servicing the Mortgage Loans. Moreover, late payment charges and other receipts
not required to be deposited in the Custodial Account as specified in Section
3.02 shall be retained by the Servicer as additional servicing compensation. The
Servicer shall be required to pay all expenses incurred by it in connection with
its activities hereunder (including payment of all other fees and expenses not
expressly stated hereunder to be for the account of the Securityholders),
including the fees and expenses of the Owner Trustee, Indenture Trustee and the
Custodian, and shall not be entitled to reimbursement therefor.
Section 3.10 Annual Statement as to Compliance.
(a) The Servicer shall deliver to the Issuer, the Indenture Trustee,
the Depositor and the Underwriter, with a copy to the Enhancer, beginning March
31, 2000, and on or before March 31 of each year thereafter, an Officer's
Certificate stating that (i) a review of the activities of the Servicer during
the preceding calendar year and of its performance under any servicing
agreements to which it is a party, including this Agreement, has been made under
such officer's supervision and (ii) to the best of such officer's knowledge,
based on such review, the Servicer has complied in all material respects with
the minimum servicing standards set forth in the Uniform Single Attestation
Program for Mortgage Bankers and has fulfilled all of its material obligations
in all material respects throughout such year, or, if there has been material
noncompliance with such servicing standards or a default in the fulfillment in
all material respects of any such obligation, such statement shall include a
description of such noncompliance or specify each such default, as the case may
be, known to such officer and the nature and status thereof.
(b) The Servicer shall deliver to the Issuer and the Indenture Trustee,
with a copy to the Enhancer, promptly after having obtained knowledge thereof,
but in no event later than five Business Days thereafter, written notice by
means of an Officer's Certificate of any event which with the giving of notice
or the lapse of time or both, would become a Servicing Default.
Section 3.11 Annual Servicing Report. Beginning March 31, 2000, and on
or before March 31 of each year thereafter, the Servicer at its expense shall
cause a firm of nationally recognized independent public accountants (which firm
may also render other services to the Servicer) to furnish a report to the
Issuer, the Indenture Trustee, the Depositor, the Underwriter, the Enhancer and
each Rating Agency stating its opinion that, on the basis of an examination
conducted by such firm substantially in accordance with standards established by
the American Institute of Certified Public Accountants, the assertions made
pursuant to Section 3.10 regarding compliance with the minimum servicing
standards set forth in the Uniform Single Attestation Program for Mortgage
Bankers during the preceding calendar year are fairly stated in all material
respects, subject to such exceptions and other qualifications that, in the
opinion of such firm, such accounting standards require it to report. In
rendering such statement, such firm may rely, as to matters relating to the
direct servicing of Mortgage Loans by Subservicers, upon comparable statements
for examinations conducted by independent public accountants substantially in
accordance with standards established by the American Institute of Certified
Public Accountants (rendered within one year of such statement) with respect to
such Subservicers.
Section 3.12 Access to Certain Documentation and Information Regarding
the Mortgage Loans. Whenever required by statute or regulation, the Servicer
shall provide to the Enhancer, any Securityholder upon reasonable request (or a
regulator for a Securityholder) or the Indenture Trustee, reasonable access to
the documentation regarding the Mortgage Loans. Such access shall be afforded
without charge, but only upon reasonable request and during normal business
hours at the offices of the Servicer. Nothing in this Section 3.12 shall
derogate from the obligation of the Servicer to observe any applicable law
prohibiting disclosure of information regarding Mortgagors, and the failure of
the Servicer to provide access as provided in this Section 3.12 as a result of
such obligation shall not constitute a breach of this Section 3.12.
Section 3.13 Maintenance of Certain Servicing Insurance Policies. The
Servicer shall, during the term of its service as servicer, maintain in force
and effect (i) a policy or policies of insurance covering errors and omissions
in the performance of its obligations as Servicer hereunder and (ii) a fidelity
bond in respect of its officers, employees or agents. Each such policy or
policies and fidelity bond shall be at least equal to the coverage that would be
required by FNMA or FHLMC, whichever is greater, for Persons performing
servicing for mortgage loans purchased by such entity.
Section 3.14 Information Required by the Internal Revenue Service and
Reports of Foreclosures and Abandonments of Mortgaged Property. The Servicer
shall prepare and deliver all federal and state information reports with respect
to the Mortgage Loans when and as required by all applicable state and federal
income tax laws. In particular, with respect to the requirement under Section
6050J of the Code to the effect that the Servicer or Subservicer shall make
reports of foreclosures and abandonments of any mortgaged property for each year
beginning in 1998, the Servicer or Subservicer shall file reports relating to
each instance occurring during the previous calendar year in which the Servicer
(a) on behalf of the Issuer, acquired an interest in any Mortgaged Property
through foreclosure or other comparable conversion in full or partial
satisfaction of a Mortgage Loan, or (b) knew or had reason to know that any
Mortgaged Property had been abandoned. The reports from the Servicer or
Subservicer shall be in form and substance sufficient to meet the reporting
requirements imposed by Section 6050J and Section 6050H (reports relating to
mortgage interest received) of the Code.
Section 3.15 Optional Repurchase of Mortgage Loans.
(a) Notwithstanding any provision in Section 3.07 to the contrary, the
Servicer, at its option and in its sole discretion, may repurchase any Mortgage
Loan delinquent in payment for a period of 60 days or longer for a price equal
to the Repurchase Price.
(b) The Servicer, at its option and in its sole discretion, may
repurchase any Mortgage Loan for a price equal to the Repurchase Price (i) if
the related Mortgage did not have a Lien senior to it as of the related Cut-Off
Date, and the related Mortgagor requests the placement of a Lien on the related
Mortgaged Property senior to that of such Mortgage or (ii) with respect to any
HELOC, if the Mortgagor requests an increase in the Credit Limit above the
Credit Limit of such HELOC as of the related Cut-Off Date or (iii) if the
Mortgagor refinances the Lien senior to that of the related Mortgage resulting
in a CLTV above the previous CLTV for such Mortgage Loan.
Section 3.16 Recording of Assignments. If the credit rating of the
parent of the Servicer is reduced to below "BBB" by Standard & Poor's or below
"A3" by Xxxxx'x, the Servicer shall, within 60 days after written notification
of such reduction in credit rating by Standard & Poor's, Xxxxx'x or the
Enhancer, the Servicer, at its own expense, shall complete and submit for
recording in the appropriate public office for real property records the
Assignments of Mortgage for each Mortgage Loan. While such assignment to be
recorded is being recorded, the Custodian shall retain a photocopy of such
assignment. If any assignment is lost or returned unrecorded to the Custodian
because of any defect therein, the Servicer shall prepare a substitute
assignment or cure such defect, as the case may be, and the Servicer shall cause
such assignment to be recorded in accordance with this paragraph.
Section 3.17 Pre-Funding Account.
(a) On the Closing Date, the Seller shall deposit into the Pre-Funding
Account an amount equal to the Original Pre-Funded Amount from the proceeds of
the sale of the Securities. On each Subsequent Transfer Date, the Servicer shall
instruct the Indenture Trustee in writing to withdraw from the Pre-Funding
Account an amount equal to the aggregate Principal Balance as of the related
Subsequent Cut-off Date of the Subsequent Mortgage Loans to be sold to the Trust
on such Subsequent Transfer Date and purchased with funds on deposit in the
Pre-Funding Account, and to pay such amount to or upon the order of the Seller
upon satisfaction of the conditions set forth in this Agreement, in the Purchase
Agreement and in the related Subsequent Transfer Agreement with respect thereto.
(b) If the Pre-Funded Amount has not been reduced to zero at the close
of business on the last Payment Date of the Pre-Funding Period, after giving
effect to any withdrawal therefrom on such Payment Date, such remaining
Pre-Funded Amount shall first be applied toward the purchase of Additional
Balances, to the extent available on such Payment Date, and any amounts
remaining thereafter shall be deposited into the Funding Account.
(c) The Servicer may cause the institution maintaining the Pre-Funding
Account to invest any funds therein in Permitted Investments having a maturity
of up to 90 days or maturing or otherwise available not later than the Business
Day preceding the related Payment Date on which funds are scheduled to be
withdrawn to purchase Subsequent Mortgage Loans; provided, that any investment
in an obligation of the institution with which the Pre-Funding Account is
maintained may mature on or before 10:30 a.m., New York time, on such Payment
Date; and provided further, that no such investment may be sold or disposed of
prior to maturity. Notwithstanding the foregoing, in the event investment
earnings have not matured on any Payment Date, the amount of such earnings
accrued as of such Payment Date shall be advanced by the Servicer for deposit
into the Capitalized Interest Account (which advance shall be reimbursed to the
Servicer from such investment earnings at maturity). At any time when the
Indenture Trustee is maintaining the Pre-Funding Account, any request by the
Servicer to invest funds on deposit therein shall be in writing, delivered to
the Indenture Trustee at or before 10:30 a.m., New York time, if such investment
is to be made on such day. The Servicer shall certify that the requested
investment is a Permitted Investment maturing at or prior to the time required
hereby. Any such investment shall be registered in the name of the Indenture
Trustee or its nominee, and to the extent that any such investment is
certificated, such investment shall be maintained with the Indenture Trustee at
its Corporate Trust Office. All net income or other gain received from any such
investment shall be deposited into or credited to the Capitalized Interest
Account, and may be withdrawn therefrom in accordance with Section 3.19 hereof.
The amount of any net losses incurred in respect of the principal amount of any
such investment shall be deposited into the Pre-Funding Account by the Servicer
out of its own funds immediately as realized.
Section 3.18 Funding Account.
(a) On each Payment Date during the Revolving Period, the Servicer
shall instruct the Indenture Trustee to withdraw from the Custodial Account and
deposit into the Funding Account the aggregate amount of Principal Collections
remaining after the purchase of all Additional Balances and Subsequent Mortgage
Loans on or prior to such Payment Date.
(b) The Servicer may cause the institution maintaining the Funding
Account to invest any funds therein in Permitted Investments having a maturity
of up to 90 days or maturing or otherwise available not later than the Business
Day preceding the related Payment Date on which funds are scheduled to be
withdrawn to purchase Subsequent Mortgage Loans; provided, that any investment
in an obligation of the institution with which the Funding Account is maintained
may mature on or before 10:30 a.m., New York time, on such Payment Date; and
provided further, that no such investment may be sold or disposed of prior to
maturity. At any time when the Indenture Trustee is maintaining the Funding
Account, any request by the Servicer to invest funds on deposit therein shall be
in writing, delivered to the Indenture Trustee at or before 10:30 a.m., New York
time, if such investment is to be made on such day. The Servicer shall certify
that the requested investment is a Permitted Investment maturing at or prior to
the time required hereby. Any such investment shall be registered in the name of
the Indenture Trustee or its nominee, and to the extent that any such investment
is certificated, such investment shall be maintained with the Indenture Trustee
at its Corporate Trust Office. All net income or other gain received from any
such investment shall be for the account of the Servicer. The amount of any net
losses incurred in respect of the principal amount of any such investment shall
be deposited into the Funding Account by the Servicer out of its own funds
immediately as realized.
(c) From time to time withdrawals shall be made from the Funding
Account by the Servicer as follows:
(i) on each Payment Date during the Revolving Period, any
amounts on deposit in the Funding Account shall be withdrawn and
applied, to the extent available, in the following order:
(A) to the Seller, as payment for Additional
Balances, if any, in an amount equal to (1) the aggregate of
all Draws during the related Collection Period or (2) if the
Seller has directed the Servicer to apply amounts on deposit
in the Custodial Account representing Principal Collections
received during such Collection Period to the purchase of
Additional Balances, the excess, if any, of the aggregate of
all Draws during the related Collection Period over Principal
Collections for such Collection Period; and
(B) to the Seller, as payment for Subsequent Mortgage
Loans, if any, in an amount equal to (1) the aggregate
Principal Balance of all such Subsequent Mortgage Loans during
the related Collection Period or (2) if the Seller has
directed the Servicer to apply amounts on deposit in the
Custodial Account representing Principal Collections for such
Collection Period not applied toward the purchase of
Additional Balances or toward the purchase of Subsequent
Mortgage Loans, the excess, if any, of the aggregate Principal
Balance of all such Subsequent Mortgage Loans over such
Principal Collections; and
(ii) on the last Payment Date during the Revolving Period, any
amounts remaining on deposit in the Funding Account, after giving
effect to clause (i) above, shall be deposited into the Note Payment
Account for payment to the Noteholders pursuant to Section 3.05 of the
Indenture.
Section 3.19 Capitalized Interest Account.
(a) No later than the Closing Date, the Indenture Trustee shall
establish and maintain on behalf of itself one or more segregated trust
accounts, which shall be Eligible Accounts, titled "Capitalized Interest
Account, Norwest Bank Minnesota, National Association, as Indenture Trustee for
GMACM Revolving Home Equity Loan Trust 1998-2" (the "Capitalized Interest
Account"). The Indenture Trustee shall, promptly upon receipt, deposit in the
Capitalized Interest Account and retain therein the Interest Coverage Amount. If
the Indenture Trustee shall not have received an investment direction from the
Seller, the Indenture Trustee shall invest funds on deposit in the Capitalized
Interest Account in Permitted Investments of the kind described in clause (v) of
the definition of Permitted Investments having a maturity date no later than the
next succeeding Payment Date. The Servicer shall deposit into the Capitalized
Interest Account the amount of any net loss incurred in respect of any such
Permitted Investment immediately upon realization of such loss without any right
of reimbursement therefor. The Servicer shall be the owner of the Capitalized
Interest Account and shall report all items of income, deduction, gain or loss
arising therefrom.
(b) On each Payment Date during the Pre-Funding Period and on the
Payment Date immediately after the end of the Pre-Funding Period, the Indenture
Trustee shall withdraw from the Capitalized Interest Account and deposit into
the Custodial Account the Capitalized Interest Requirement for such Payment
Date.
(c) Upon the earlier of (i) termination of the Trust Agreement in
accordance with Section 8.01 thereof and (ii) the Payment Date following the end
of the Pre-Funding Period, any amount remaining on deposit in the Capitalized
Interest Account shall be withdrawn by the Indenture Trustee and paid to the
Seller.
(d) Notwithstanding anything to the contrary herein, the Servicer shall
advance such funds to the Capitalized Interest Account on or before each Payment
Date as are necessary to cover the Capitalized Interest Requirement for such
Payment Date. The Servicer shall be entitled to reimbursement of such amounts
from funds on deposit in the Custodial Account, but only to the extent that,
after giving effect to such reimbursement on any Payment Date, the Outstanding
Overcollateralization Amount shall be at least equal to the
Overcollateralization Target Amount on such Payment Date.
ARTICLE IV
Servicing Certificate
Section 4.01 Statements to Securityholders.
(a) With respect to each Payment Date, on the Business Day following
the related Determination Date, the Servicer shall forward to the Indenture
Trustee, and the Indenture Trustee, pursuant to Section 3.26 of the Indenture,
shall forward or cause to be forwarded by mail to each Certificateholder, each
Noteholder, the Enhancer, the Depositor, the Owner Trustee, the Certificate
Paying Agent and each Rating Agency, a statement setting forth the following
information as to the Notes and Certificates, to the extent applicable:
(i) the aggregate amount of (a) Interest Collections, (b)
Principal Collections (and, with respect to any Payment Date relating
to the Managed Amortization Period, Net Principal Collections) and (c)
Substitution Adjustment Amounts for such Collection Period;
(ii) the amount of such distribution as principal to the
Noteholders;
(iii) the amount of such distribution as interest to the
Noteholders, the amount thereof, if any, payable in respect of unpaid
Interest Shortfalls, and the amount of any Interest Shortfalls for the
related Payment Date;
(iv) the Policy Draw Amount, if any, for such Payment Date and
the aggregate amount of prior draws on the Policy thereunder not yet
reimbursed;
(v) the amount of such distribution to the Certificateholders;
(vi) the aggregate Principal Balance of the Mortgage Loans as
of the end of the preceding Collection Period;
(vii) the number and aggregate Principal Balances of Mortgage
Loans (a) as to which the Minimum Monthly Payment is delinquent for
30-59 days, 60-89 days and 90 or more days, respectively, (b) the
related Mortgaged Property of which has been foreclosed upon and (c) as
to which the related Mortgaged Property has become REO Property, in
each case as of the end of the preceding Collection Period; provided,
however, that such information shall not be provided on the statements
relating to the first Payment Date;
(viii) the Weighted Average Net Loan Rate for the related
Collection Period;
(ix) prior to the second Determination Date following the
commencement of the Rapid Amortization Period, the aggregate amount of
Additional Balances created during the previous Collection Period
conveyed to the Issuer prior to the commencement of the Rapid
Amortization Period;
(x) [Reserved]
(xi) [Reserved]
(xii) [Reserved]
(xiii) the aggregate Liquidation Loss Amounts with respect to
the related Collection Period, the amount distributed as principal to
Noteholders in respect of Liquidation Loss Amounts and the aggregate of
the Liquidation Loss Amounts from all Collection Periods to date
expressed as dollar amount and as a percentage of the aggregate Cut-Off
Date Principal Balances of the Mortgage Loans;
(xiv) the aggregate Note Balance of each Class of Notes and
the Certificate Balance of the Certificates after giving effect to the
distribution of principal on such Payment Date;
(xv) the Percentage Interest applicable to each of the
Securities, after application of payments made on such Payment Date;
and
(xvi) the Outstanding Overcollateralization Amount immediately
following such Payment Date.
In the case of information furnished pursuant to clauses (ii) and (iii)
above, the amounts shall be expressed as an aggregate dollar amount per Term
Note, Variable Funding Note or Certificate, as applicable, with a $25,000
denomination.
If a Managed Amortization Event, a Rapid Amortization Event or a
Servicing Default shall occur, on the Business Day following the related
Determination Date, the Servicer shall forward to the Indenture Trustee, and the
Indenture Trustee, pursuant to Section 3.26 of the Indenture, shall forward or
cause to be forwarded by mail to each Certificateholder, each Noteholder, the
Enhancer, the Depositor, the Owner Trustee, the Certificate Paying Agent and
each Rating Agency, a statement to such effect, including, in the case of a
Rapid Amortization Event or a Servicing Default, the nature thereof. Such
statement may be included in, or separate from, the regular statement sent to
Securityholders.
(b) The Servicer shall forward to the Indenture Trustee any other
information reasonably requested by the Indenture Trustee necessary to make
distributions pursuant to Section 3.05 of the Indenture. Prior to the close of
business on the Business Day next succeeding each Determination Date, the
Servicer shall furnish a written statement to the Certificate Paying Agent and
the Indenture Trustee setting forth the aggregate amounts required to be
withdrawn from the Custodial Account and deposited into the Note Payment Account
or Distribution Account on the Business Day preceding the related Payment Date
pursuant to Section 3.03. The determination by the Servicer of such amounts
shall, in the absence of obvious error, be deemed to be presumptively correct
for all purposes hereunder, and the Owner Trustee and the Indenture Trustee
shall be protected in relying upon the same without any independent check or
verification. In addition, upon the Issuer's written request, the Servicer shall
promptly furnish such information reasonably requested by the Issuer that is
reasonably available to the Servicer to enable the Issuer to perform its federal
and state income tax reporting obligations.
ARTICLE V
Note Payment Account
Section 5.01 Note Payment Account. The Indenture Trustee shall
establish and maintain an Eligible Account entitled "Norwest Bank Minnesota,
National Association, as Indenture Trustee, for the benefit of the
Securityholders, the Certificate Paying Agent and the Enhancer, pursuant to the
Indenture, dated as of September 25, 1998, between GMACM Revolving Home Equity
Loan Trust 1998-2 and Norwest Bank Minnesota, National Association" (the "Note
Payment Account"). On each Payment Date, amounts on deposit in the Note Payment
Account shall be distributed by the Indenture Trustee in accordance with Section
3.05 of the Indenture. The Indenture Trustee may invest or cause the institution
maintaining the Note Payment Account to invest the funds therein in Permitted
Investments selected by the Indenture Trustee and designated in the name of the
Indenture Trustee, which investments shall mature not later than the Business
Day next preceding the Payment Date next following the date of such investment
(except that (i) any investment in the institution with which the Note Payment
Account is maintained may mature on such Payment Date and (ii) any other
investment may mature on such Payment Date if the Indenture Trustee shall
advance funds on such Payment Date to the Note Payment Account in the amount
payable on such investment on such Payment Date, pending receipt thereof to the
extent necessary to make distributions on the Notes) and shall not be sold or
disposed of prior to maturity. All income and gain realized from any such
investment shall be for the benefit of the Indenture Trustee and shall be
subject to its withdrawal or order from time to time. The amount of any losses
incurred in respect of any such investments shall be deposited in the Note
Payment Account by the Indenture Trustee out of its own funds immediately as
realized.
ARTICLE VI
The Servicer
Section 6.01 Liability of the Servicer. The Servicer shall be liable in
accordance herewith only to the extent of the obligations specifically imposed
upon and undertaken by the Servicer herein.
Section 6.02 Merger or Consolidation of, or Assumption of the
Obligations of, the Servicer. Any corporation into which the Servicer may be
merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which the Servicer
shall be a party, or any corporation succeeding to the business of the Servicer,
shall be the successor of the Servicer, hereunder, without the execution or
filing of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding.
The Servicer may assign its rights and delegate its duties and
obligations under this Agreement; provided, that the Person accepting such
assignment or delegation shall be a Person qualified to service mortgage loans,
is reasonably satisfactory to the Enhancer (provided, that such consent to
assignment may not be unreasonably withheld), is willing to service the Mortgage
Loans and executes and delivers to the Issuer (with a copy to the Enhancer) an
agreement, in form and substance reasonably satisfactory to the Enhancer, that
contains an assumption by such Person of the due and punctual performance and
observance of each covenant and condition to be performed or observed by the
Servicer under this Agreement; and provided further, that no Rating Event will
occur as a result of such assignment and delegation (as evidenced by a letter to
such effect from each Rating Agency), if determined without regard to the
Policy; and provided further, that the Owner Trustee shall receive an Opinion of
Counsel to the effect that such assignment or delegation will not cause the
Issuer to be treated as an association (or a publicly-traded partnership)
taxable as a corporation for federal income tax purposes.
Section 6.03 Limitation on Liability of the Servicer and Others.
Neither the Servicer nor any of the directors or officers or employees or agents
of the Servicer shall be under any liability to the Issuer, the Owner Trustee,
the Indenture Trustee or the Securityholders for any action taken or for
refraining from the taking of any action in good faith pursuant to this
Agreement; provided, however, that this provision shall not protect the Servicer
or any such Person against any liability that would otherwise be imposed by
reason of its willful misfeasance, bad faith or gross negligence in the
performance of its duties hereunder or by reason of its reckless disregard of
its obligations and duties hereunder. The Servicer and any director or officer
or employee or agent of the Servicer may rely in good faith on any document of
any kind prima facie properly executed and submitted by any Person respecting
any matters arising hereunder. The Servicer and any director, officer, employee
or agent of the Servicer shall be indemnified by the Issuer and held harmless
against any loss, liability or expense incurred in connection with any legal
action relating to this Agreement or the Securities, including any amount paid
to the Owner Trustee or the Indenture Trustee pursuant to Section 6.06(b), other
than any loss, liability or expense incurred by reason of its willful
misfeasance, bad faith or gross negligence in the performance of its duties
hereunder or by reason of its reckless disregard of its obligations and duties
hereunder. The Servicer shall not be under any obligation to appear in,
prosecute or defend any legal action that is not incidental to its duties to
service the Mortgage Loans in accordance with this Agreement, and that in its
opinion may involve it in any expense or liability; provided, however, that the
Servicer may in its sole discretion undertake any such action that it may deem
necessary or desirable in respect of this Agreement, the rights and duties of
the parties hereto and the interests of the Securityholders. In such event, the
reasonable legal expenses and costs of such action and any liability resulting
therefrom shall be expenses, costs and liabilities of the Issuer, and the
Servicer shall be entitled to be reimbursed therefor. The Servicer's right to
indemnity or reimbursement pursuant to this Section 6.03 shall survive any
resignation or termination of the Servicer pursuant to Section 6.04 or 7.01 with
respect to any losses, expenses, costs or liabilities arising prior to such
resignation or termination (or arising from events that occurred prior to such
resignation or termination).
Section 6.04 Servicer Not to Resign. Subject to the provisions of
Section 6.02, the Servicer shall not resign from the obligations and duties
hereby imposed on it except (a) upon determination that the performance of its
obligations or duties hereunder are no longer permissible under applicable law
or are in material conflict by reason of applicable law with any other
activities carried on by it or its subsidiaries or Affiliates, the other
activities of the Servicer so causing such a conflict being of a type and nature
carried on by the Servicer or its subsidiaries or Affiliates at the date of this
Agreement or (b) upon satisfaction of the following conditions: (i) the Servicer
shall have proposed a successor servicer to the Issuer and the Indenture Trustee
in writing and such proposed successor servicer is reasonably acceptable to the
Issuer, the Indenture Trustee and the Enhancer; (ii) each Rating Agency shall
have delivered a letter to the Issuer, the Enhancer and the Indenture Trustee
prior to the appointment of the successor servicer stating that the proposed
appointment of such successor servicer as Servicer hereunder will not cause a
Rating Event, if determined without regard to the Policy; and (iii) such
proposed successor servicer is reasonably acceptable to the Enhancer, as
evidenced by a letter to the Issuer and the Indenture Trustee; provided,
however, that no such resignation by the Servicer shall become effective until
such successor servicer or, in the case of (a) above, the Indenture Trustee, as
pledgee of the Mortgage Loans, shall have assumed the Servicer's
responsibilities and obligations hereunder or the Indenture Trustee, as pledgee
of the Mortgage Loans, shall have designated a successor servicer in accordance
with Section 8.02. Any such resignation shall not relieve the Servicer of
responsibility for any of the obligations specified in Sections 7.01 and 7.02 as
obligations that survive the resignation or termination of the Servicer. Any
such determination permitting the resignation of the Servicer shall be evidenced
by an Opinion of Counsel to such effect delivered to the Indenture Trustee and
the Enhancer.
Section 6.05 Delegation of Duties. In the ordinary course of business,
the Servicer at any time may delegate any of its duties hereunder to any Person,
including any of its Affiliates, that agrees to conduct such duties in
accordance with standards comparable to those with which the Servicer complies
pursuant to Section 3.01. Such delegation shall not relieve the Servicer of its
liabilities and responsibilities with respect to such duties and shall not
constitute a resignation within the meaning of Section 6.04.
Section 6.06 Payment of Indenture Trustee's and Owner Trustee's Fees
and Expenses; Indemnification.
(a) After the Closing Date, the Servicer covenants and agrees to pay to
the Owner Trustee, the Indenture Trustee and any co-trustee of the Indenture
Trustee or the Owner Trustee from time to time, and the Owner Trustee, the
Indenture Trustee and any such co-trustee shall be entitled to, reasonable
compensation (which shall not be limited by any provision of law in regard to
the compensation of a trustee of an express trust) for all services rendered by
each of them in the execution of the trusts created under the Trust Agreement
and the Indenture and in the exercise and performance of any of the powers and
duties under the Trust Agreement or the Indenture, as the case may be, of the
Owner Trustee, the Indenture Trustee and any co-trustee, and the Servicer will
pay or reimburse the Indenture Trustee and any co-trustee upon request for all
reasonable expenses, disbursements and advances incurred or made by the
Indenture Trustee or any co-trustee in accordance with any of the provisions of
this Agreement except any such expense, disbursement or advance as may arise
from its negligence, willful misfeasance or bad faith.
(b) The Servicer agrees to indemnify the Indenture Trustee and the
Owner Trustee for, and to hold the Indenture Trustee and the Owner Trustee, as
the case may be, harmless against, any loss, liability or expense incurred
without negligence, bad faith or willful misconduct on the part of the Indenture
Trustee or the Owner Trustee, as the case may be, arising out of, or in
connection with, the acceptance and administration of the Issuer and the assets
thereof, including the costs and expenses (including reasonable legal fees and
expenses) of defending the Indenture Trustee or the Owner Trustee, as the case
may be, against any claim in connection with the exercise or performance of any
of its powers or duties under any Basic Document; provided that:
(i) with respect to any such claim, the Indenture Trustee or
Owner Trustee, as the case may be, shall have given the Servicer
written notice thereof promptly after the Indenture Trustee or Owner
Trustee, as the case may be, shall have actual knowledge thereof;
(ii) while maintaining control over its own defense, the
Issuer, the Indenture Trustee or Owner Trustee, as the case may be,
shall cooperate and consult fully with the Servicer in preparing such
defense; and
(iii) notwithstanding anything in this Agreement to the
contrary, the Servicer shall not be liable for settlement of any claim
by the Indenture Trustee or the Owner Trustee, as the case may be,
entered into without the prior consent of the Servicer.
No termination of this Agreement shall affect the obligations created by this
Section 6.06 of the Servicer to indemnify the Indenture Trustee and the Owner
Trustee under the conditions and to the extent set forth herein.
Notwithstanding the foregoing, the indemnification provided by the
Servicer in this Section 6.06(b) shall not pertain to any loss, liability or
expense of the Indenture Trustee or the Owner Trustee, including the costs and
expenses of defending itself against any claim, incurred in connection with any
actions taken by the Indenture Trustee or the Owner Trustee at the direction of
the Noteholders or Certificateholders, as the case may be, pursuant to the terms
of this Agreement.
ARTICLE VII
Default
Section 7.01 Servicing Default.
(a) If any one of the following events (each, a "Servicing Default")
shall occur and be continuing:
(i) any failure by the Servicer to deposit in the Custodial
Account, the Funding Account, the Note Payment Account or the
Distribution Account any deposit required to be made under the terms of
this Agreement that continues unremedied for a period of five Business
Days after the date upon which written notice of such failure shall
have been given to the Servicer by the Issuer or the Indenture Trustee,
or to the Servicer, the Issuer and the Indenture Trustee by the
Enhancer;
(ii) any failure on the part of the Servicer duly to observe
or perform in any material respect any other covenants or agreements of
the Servicer set forth in the Securities or in this Agreement, which
failure, in each case, materially and adversely affects the interests
of the Securityholders or the Enhancer, and which failure continues
unremedied for a period of 45 days after the date on which written
notice of such failure, requiring the same to be remedied, and stating
that such notice is a "Notice of Default" hereunder, shall have been
given to the Servicer by the Issuer or the Indenture Trustee, or to the
Servicer, the Issuer and the Indenture Trustee by the Enhancer;
(iii) the entry against the Servicer of a decree or order by a
court or agency or supervisory authority having jurisdiction in the
premises for the appointment of a trustee, conservator, receiver or
liquidator in any insolvency, conservatorship, receivership,
readjustment of debt, marshalling of assets and liabilities or similar
proceedings, or for the winding up or liquidation of its affairs, and
the continuance of any such decree or order unstayed and in effect for
a period of 60 consecutive days; or
(iv) the Servicer shall voluntarily go into liquidation,
consent to the appointment of a conservator, receiver, liquidator or
similar person in any insolvency, readjustment of debt, marshalling of
assets and liabilities or similar proceedings of or relating to the
Servicer or of or relating to all or substantially all of its property,
or a decree or order of a court, agency or supervisory authority having
jurisdiction in the premises for the appointment of a conservator,
receiver, liquidator or similar person in any insolvency, readjustment
of debt, marshalling of assets and liabilities or similar proceedings,
or for the winding-up or liquidation of its affairs, shall have been
entered against the Servicer and such decree or order shall have
remained in force undischarged, unbonded or unstayed for a period of 60
days; or the Servicer shall admit in writing its inability to pay its
debts generally as they become due, file a petition to take advantage
of any applicable insolvency or reorganization statute, make an
assignment for the benefit of its creditors or voluntarily suspend
payment of its obligations;
then, and in every such case, so long as a Servicing Default shall not have been
remedied by the Servicer, either the Issuer, the Indenture Trustee (with the
consent of the Enhancer) or the Enhancer, by notice then given in writing to the
Servicer, the Issuer and the Indenture Trustee, may terminate all of the rights
and obligations of the Servicer as servicer under this Agreement other than its
right to receive servicing compensation and expenses for servicing the Mortgage
Loans hereunder during any period prior to the date of such termination, and the
Issuer, the Enhancer or the Indenture Trustee (with the consent of the
Enhancer), may exercise any and all other remedies available at law or equity.
Any such notice to the Servicer shall also be given to each Rating Agency, the
Enhancer and the Issuer. On or after the receipt by the Servicer of such written
notice, all authority and power of the Servicer under this Agreement, whether
with respect to the Securities or the Mortgage Loans or otherwise, shall pass to
and be vested in the Indenture Trustee, as pledgee of the Mortgage Loans,
pursuant to and under this Section 7.01; and, without limitation, the Indenture
Trustee is hereby authorized and empowered to execute and deliver, on behalf of
the Servicer, as attorney-in-fact or otherwise, any and all documents and other
instruments, and to do or accomplish all other acts or things necessary or
appropriate to effect the purposes of such notice of termination, whether to
complete the transfer and endorsement of each Mortgage Loan and related
documents, or otherwise. The Servicer agrees to cooperate with the Issuer, the
Enhancer and Indenture Trustee, as the case may be, in effecting the termination
of the responsibilities and rights of the Servicer hereunder, including, without
limitation, the transfer to the Indenture Trustee for the administration by it
of all cash amounts relating to the Mortgage Loans that shall at the time be
held by the Servicer and to be deposited by it in the Custodial Account, or that
have been deposited by the Servicer in the Custodial Account or thereafter
received by the Servicer with respect to the Mortgage Loans. All reasonable
costs and expenses (including, but not limited to, attorneys' fees) incurred in
connection with amending this Agreement to reflect such succession as Servicer
pursuant to this Section 7.01 shall be paid by the predecessor Servicer (or if
the predecessor Servicer is the Indenture Trustee, the initial Servicer) upon
presentation of reasonable documentation of such costs and expenses.
(b) Notwithstanding any termination of the activities of the Servicer
hereunder, the Servicer shall be entitled to receive, out of any late collection
of a payment on a Mortgage Loan which was due prior to the notice terminating
the Servicer's rights and obligations hereunder and received after such notice,
that portion to which the Servicer would have been entitled pursuant to Sections
3.03 and 3.09 as well as its Servicing Fee in respect thereof, and any other
amounts payable to the Servicer hereunder the entitlement to which arose prior
to the termination of its activities hereunder.
Notwithstanding the foregoing, a delay in or failure of performance
under paragraph (a)(i) or (ii) above, after the applicable grace periods
specified therein, shall not constitute a Servicing Default if such delay or
failure could not be prevented by the exercise of reasonable diligence by the
Servicer and such delay or failure was caused by an act of God or the public
enemy, acts of declared or undeclared war, public disorder, rebellion or
sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes,
floods or similar causes. The preceding sentence shall not relieve the Servicer
from using reasonable efforts to perform its respective obligations in a timely
manner in accordance with the terms of this Agreement. The Servicer shall
provide the Indenture Trustee, the Enhancer and the Securityholders with notice
of any such failure or delay by it, together with a description of its efforts
to so perform its obligations. The Servicer shall immediately notify the
Indenture Trustee, the Enhancer and the Issuer in writing of any Servicing
Default.
Section 7.02 Indenture Trustee to Act; Appointment of Successor.
(a) On and after the time the Servicer receives a notice of termination
pursuant to Section 7.01 or sends a notice pursuant to Section 6.04, the
Indenture Trustee as pledgee of the Mortgage Loans shall be the successor in all
respects to the Servicer in its capacity as servicer under this Agreement and
the transactions set forth or provided for herein and shall be subject to all
the responsibilities, duties and liabilities relating thereto placed on the
Servicer by the terms and provisions hereof. Nothing in this Agreement or in the
Trust Agreement shall be construed to permit or require the Indenture Trustee to
(i) succeed to the responsibilities, duties and liabilities of the initial
Servicer in its capacity as Seller under the Purchase Agreement, (ii) be
responsible or accountable for any act or omission of the Servicer prior to the
issuance of a notice of termination hereunder, (iii) require or obligate the
Indenture Trustee, in its capacity as successor Servicer, to purchase,
repurchase or substitute any Mortgage Loan, (iv) fund any Additional Balances
with respect to any Mortgage Loan, (v) fund any losses on any Permitted
Investment directed by any other Servicer, or (vi) be responsible for the
representations and warranties of the Servicer. As compensation therefor, the
Indenture Trustee shall be entitled to such compensation as the Servicer would
have been entitled to hereunder if no such notice of termination had been given.
Notwithstanding the foregoing, if the Indenture Trustee is (x) unwilling to act
as successor Servicer, or (y) legally unable so to act, the Indenture Trustee as
pledgee of the Mortgage Loans may (in the situation described in clause (x)) or
shall (in the situation described in clause (y)) appoint or petition a court of
competent jurisdiction to appoint any established housing and home finance
institution, bank or other mortgage loan servicer having a net worth of not less
than $10,000,000 as the successor to the Servicer hereunder in the assumption of
all or any part of the responsibilities, duties or liabilities of the Servicer
hereunder; provided, that any such successor Servicer shall be acceptable to the
Enhancer, as evidenced by the Enhancer's prior written consent, which consent
shall not be unreasonably withheld; and provided further, that the appointment
of any such successor Servicer will not result in a Rating Event, if determined
without regard to the Policy. Pending appointment of a successor to the Servicer
hereunder, unless the Indenture Trustee is prohibited by law from so acting, the
Indenture Trustee shall act in such capacity as provided above. In connection
with such appointment and assumption, the successor shall be entitled to receive
compensation out of payments on Mortgage Loans in an amount equal to the
compensation that the Servicer would otherwise have received pursuant to Section
3.09 (or such lesser compensation as the Indenture Trustee and such successor
shall agree). The appointment of a successor Servicer shall not affect any
liability of the predecessor Servicer that may have arisen under this Agreement
prior to its termination as Servicer (including the obligation to purchase
Mortgage Loans pursuant to Section 3.01, to pay any deductible under an
insurance policy pursuant to Section 3.04 or to indemnify the Indenture Trustee
pursuant to Section 6.06), nor shall any successor Servicer be liable for any
acts or omissions of the predecessor Servicer or for any breach by such Servicer
of any of its representations or warranties contained herein or in any related
document or agreement. The Indenture Trustee and such successor shall take such
action, consistent with this Agreement, as shall be necessary to effectuate any
such succession.
(b) Any successor, including the Indenture Trustee, to the Servicer as
servicer shall during its term as Servicer (i) continue to service and
administer the Mortgage Loans for the benefit of the Securityholders, (ii)
maintain in force a policy or policies of insurance covering errors and
omissions in the performance of its obligations as Servicer hereunder and a
fidelity bond in respect of its officers, employees and agents to the same
extent as the Servicer is so required pursuant to Section 3.13 and (iii) be
bound by the terms of the Insurance Agreement.
(c) Any successor Servicer, including the Indenture Trustee, shall not
be deemed in default or to have breached its duties hereunder if the predecessor
Servicer shall fail to deliver any required deposit to the Custodial Account or
otherwise cooperate with any required servicing transfer or succession
hereunder.
Section 7.03 Notification to Securityholders. Upon any termination of
or appointment of a successor to the Servicer pursuant to this Article VII or
Section 6.04, the Indenture Trustee shall give prompt written notice thereof to
the Securityholders, the Enhancer, the Issuer and each Rating Agency.
ARTICLE VIII
Miscellaneous Provisions
Section 8.01 Amendment. This Agreement may be amended from time to time
by the parties hereto; provided, that any such amendment shall be accompanied by
a letter from each Rating Agency to the effect that such amendment will not
result in a Rating Event, if determined without regard to the Policy; and
provided further, that the Enhancer and the Indenture Trustee shall consent
thereto.
Section 8.02 GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS.
Section 8.03 Notices. All demands, notices and communications hereunder
shall be in writing and shall be deemed to have been duly given if personally
delivered at or mailed by certified mail, return receipt requested, to (a) in
the case of the Servicer, 000 Xxxxxx Xxxx, Xxxxxxx, Xxxxxxxxxxxx 00000,
Attention: Xxxxxxx Xxxxx, (b) in the case of the Enhancer, Ambac Assurance
Corporation, Xxx Xxxxx Xxxxxx Xxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000:
Attention Xxxxxx Xxxxxxx, (c) in the case of Xxxxx'x, Home Mortgage Loan
Monitoring Group, 4th Floor, 00 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, (d) in
the case of Standard & Poor's, 00 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx
00000, Attention: Residential Mortgage Surveillance Group, (e) in the case of
the Owner Trustee, Wilmington Trust Company, Xxxxxx Square North, 0000 Xxxxx
Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000-0000, Attention: Xxxxx Xxxxx, and (f)
in the case of the Issuer, GMACM Revolving Home Equity Loan Trust 1998-2, c/o
the Owner Trustee at the address set forth in clause (e) above, and (g) in the
case of the Indenture Trustee, 00000 Xxxxxx Xxxx Xxxxxxx, Xxxxxxxx, Xxxxxxxx
00000, Attention: Corporate Trust; or, with respect to each of the foregoing
Persons, at such other address as shall be designated by such Person in a
written notice to the other foregoing Persons. Any notice required or permitted
to be mailed to a Securityholder shall be given by first class mail, postage
prepaid, at the address of such Securityholder as shown in the Note Register or
Certificate Register, as the case may be. Any notice so mailed within the time
prescribed in this Agreement shall be conclusively presumed to have been duly
given, whether or not the related Securityholder receives such notice. Any
notice or other document required to be delivered or mailed by the Indenture
Trustee to any Rating Agency shall be given on a reasonable efforts basis and
only as a matter of courtesy and accommodation, and the Indenture Trustee shall
have no liability for failure to deliver any such notice or document to any
Rating Agency.
Section 8.04 Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or the Securities or
the rights of the Securityholders.
Section 8.05 Third-Party Beneficiaries. This Agreement shall inure to
the benefit of and be binding upon the parties hereto, the Securityholders, the
Enhancer, the Owner Trustee and their respective successors and permitted
assigns. Except as otherwise provided in this Agreement, no other Person shall
have any right or obligation hereunder.
Section 8.06 Counterparts. This instrument may be executed in any
number of counterparts, each of which so executed shall be deemed to be an
original, but all such counterparts shall together constitute but one and the
same instrument.
Section 8.07 Effect of Headings and Table of Contents. The Article and
Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.
Section 8.08 Termination Upon Purchase by the Servicer or Liquidation
of All Mortgage Loans; Partial Redemption.
(a) The respective obligations and responsibilities of the Servicer,
the Issuer and the Indenture Trustee created hereby shall terminate upon the
last action required to be taken by the Issuer pursuant to the Trust Agreement
and by the Indenture Trustee pursuant to the Indenture following the earlier of:
(i) the date on or before which the Indenture or the Trust
Agreement is terminated, or
(ii) the purchase by the Servicer from the Issuer of all
Mortgage Loans and REO Property if the aggregate Term Note Balance as
of any date is less than 10% of the Initial Term Note Balance (provided
that a draw on the Policy would not occur as a result of such
purchase), at a price equal to 100% of the aggregate unpaid Principal
Balance of all such remaining Mortgage Loans (and, in the case of REO
Property, the unpaid Principal Balance of the related mortgage loan),
plus accrued and unpaid interest thereon at the weighted average of the
Loan Rates thereon up to the date preceding the Payment Date on which
such amounts are to be distributed to the Securityholders, plus any
amounts due and owing to the Enhancer under the Insurance Agreement
(and any unpaid Servicing Fee shall be deemed to have been paid at such
time) plus any Interest Shortfall and interest owed thereon to the Term
Noteholders.
If such right is exercised by the Servicer, the Servicer shall deposit the
amount calculated pursuant to clause (ii) above with the Indenture Trustee
pursuant to Section 4.10 of the Indenture and, upon the receipt of such deposit,
the Indenture Trustee or Custodian shall release to the Servicer, the files
pertaining to the Mortgage Loans being purchased.
(b) The Servicer, at its expense, shall prepare and deliver to the
Indenture Trustee for execution, at the time the related Mortgage Loans are to
be released to the Servicer, appropriate documents assigning each such Mortgage
Loans from the Indenture Trustee or the Issuer to the Servicer or the
appropriate party.
Section 8.09 Certain Matters Affecting the Indenture Trustee. For all
purposes of this Agreement, in the performance of any of its duties or in the
exercise of any of its powers hereunder, the Indenture Trustee shall be subject
to and entitled to the benefits of Article VI of the Indenture.
Section 8.10 Owner Trustee Not Liable for Related Documents. The
recitals contained herein shall be taken as the statements of the Servicer, and
the Owner Trustee assumes no responsibility for the correctness thereof. The
Owner Trustee makes no representations as to the validity or sufficiency of this
Agreement, of any Basic Document or Related Document, or of the Certificates
(other than the signatures of the Owner Trustee on the Certificates) or the
Notes. The Owner Trustee shall at no time have any responsibility or liability
with respect to the sufficiency of the Trust Estate or its ability to generate
the payments to be distributed to Certificateholders under the Trust Agreement
or the Noteholders under the Indenture, including the compliance by the
Depositor, the Seller or the Servicer with any warranty or representation made
under any Basic Document or the accuracy of any such warranty or representation,
or any action of the Certificate Paying Agent, the Certificate Registrar or the
Indenture Trustee taken in the name of the Owner Trustee.
IN WITNESS WHEREOF, the Servicer, the Issuer and the Indenture Trustee
have caused this Agreement to be duly executed by their respective officers or
representatives all as of the day and year first above written.
GMAC MORTGAGE CORPORATION,
as Servicer
By:_______________________
Name:
Title:
GMACM REVOLVING HOME EQUITY LOAN
TRUST 1998-2,
as Issuer
By: Wilmington Trust Company, not in its
individual capacity but solely as
Owner Trustee
By:_____________________________________
Name:
Title:
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION,
as Indenture Trustee
By:_____________________________________
Name:
Title:
EXHIBIT A
MORTGAGE LOAN SCHEDULE
EXHIBIT B
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PREMISES:
That Norwest Bank Minnesota, National Association, as indenture trustee
(the "Indenture Trustee"), under the indenture dated as of September 25, 1998
(the "Indenture"), between GMACM Revolving Home Equity Loan Trust 1998-2 and the
Indenture Trustee, a national banking association organized and existing under
the laws of the United States of America, and having its principal office
located at Norwest Center, Sixth and Marquette, Xxxxxxxxxxx, Xxxxxxxxx
00000-0000, hath made, constituted and appointed, and does by these presents
make, constitute and appoint GMAC Mortgage Corporation, a corporation organized
and existing under the laws of the Commonwealth of Pennsylvania, its true and
lawful Attorney-in-Fact, with full power and authority to sign, execute,
acknowledge, deliver, file for record, and record any instrument on its behalf
and to perform such other act or acts as may be customarily and reasonably
necessary and appropriate to effectuate the following enumerated transactions in
respect of any of the Mortgages securing a Mortgage Loan and the related
Mortgage Notes for which the undersigned is acting as Indenture Trustee for
various Securityholders (whether the undersigned is named therein as mortgagee
or beneficiary or has become mortgagee by virtue of endorsement of such Mortgage
Note secured by any such Mortgage) and for which GMAC Mortgage Corporation is
acting as Servicer pursuant to a Servicing Agreement dated as of September 25,
1998 (the "Servicing Agreement").
This appointment shall apply to the following enumerated transactions only:
1. The modification or re-recording of a Mortgage, where said modification or
re-recording is for the purpose of correcting the Mortgage to conform same
to the original intent of the parties thereto or to correct title errors
discovered after such title insurance was issued and said modification or
re-recording, in either instance, does not adversely affect the Lien of the
Mortgage as insured.
2. The subordination of the Lien of a Mortgage to an easement in favor of a
public utility company or a government agency or unit with powers of
eminent domain; this section shall include, without limitation, the
execution of partial satisfactions/releases, partial reconveyances or the
execution of requests to trustees to accomplish same.
3. With respect to a Mortgage, the foreclosure, the taking of a deed in lieu
of foreclosure, or the completion of judicial or non-judicial foreclosure
or termination, cancellation or rescission of any such foreclosure,
including, without limitation, any and all of the following acts:
a. The substitution of trustee(s) serving under a Mortgage, in accordance
with state law and the Mortgage;
b. Statements of breach or non-performance;
c. Notices of default;
d. Cancellations/rescissions of notices of default and/or notices of
sale;
e. The taking of a deed in lieu of foreclosure; and
f. Such other documents and actions as may be necessary under the terms
of the Mortgage or state law to expeditiously complete said
transactions.
4. The conveyance of the properties to the mortgage insurer, or the closing of
the title to the property to be acquired as real estate owned, or
conveyance of title to real estate owned.
5. The completion of loan assumption agreements.
6. The full satisfaction/release of a Mortgage or full reconveyance upon
payment and discharge of all sums secured thereby, including, without
limitation, cancellation of the related Mortgage Note.
7. The assignment of any Mortgage and the related Mortgage Note, in connection
with the repurchase of the Mortgage Loan secured and evidenced thereby.
8. The full assignment of a Mortgage upon payment and discharge of all sums
secured thereby in conjunction with the refinancing thereof, including,
without limitation, the endorsement of the related Mortgage Note.
9. The modification or re-recording of a Mortgage, where said modification or
re-recording is for the purpose of any modification pursuant to Section
3.01 of the Servicing Agreement.
10. The subordination of the Lien of a Mortgage, where said subordination is in
connection with any modification pursuant to Section 3.01 of the Servicing
Agreement, and the execution of partial satisfactions/releases in
connection with such same Section 3.01.
The undersigned gives said Attorney-in-Fact full power and authority to
execute such instruments and to do and perform all and every act and thing
necessary and proper to carry into effect the power or powers granted by or
under this Limited Power of Attorney as fully as the undersigned might or could
do, and hereby does ratify and confirm to all that said Attorney-in-Fact shall
lawfully do or cause to be done by authority hereof.
Capitalized terms used herein that are not otherwise defined shall have
the meanings ascribed thereto in Appendix A to the Indenture.
Third parties without actual notice may rely upon the exercise of the
power granted under this Limited Power of Attorney; and may be satisfied that
this Limited Power of Attorney shall continue in full force and effect has not
been revoked unless an instrument of revocation has been made in writing by the
undersigned.
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION,
not in its individual capacity
but solely as Indenture Trustee
By:_____________________________________
Name:
Title:
STATE OF )
SS.
COUNTY OF )
On this ___ day of September, 1998, before me the undersigned, Notary
Public of said State, personally appeared _____________________, personally
known to me to be duly authorized officers of Norwest Bank Minnesota, National
Association that executed the within instrument and personally known to me to be
the persons who executed the within instrument on behalf of Norwest Bank
Minnesota, National Association therein named, and acknowledged to me such
Norwest Bank Minnesota, National Association executed the within instrument
pursuant to its by-laws.
WITNESS my hand and official seal.
Notary Public in and for the
State of ________________________
After recording, please mail to:
Attn:____________________________
EXHIBIT C
FORM OF REQUEST FOR RELEASE
DATE:
TO:
RE: REQUEST FOR RELEASE OF DOCUMENTS
In connection with your administration of the Mortgage Loans, we request the
release of the Mortgage File described below.
Servicing Agreement Dated:
Series #:
Account #:
Pool #:
Loan #:
Borrower Name(s):
Reason for Document Request: (circle one) Mortgage Loan
Prepaid in Full Mortgage Loan Repurchased
"We hereby certify that all amounts received or to be received in connection
with such payments which are required to be deposited have been or will be so
deposited as provided in the Servicing Agreement."
_________________________________
GMAC Mortgage Corporation
Authorized Signature
******************************************************************
TO CUSTODIAN/INDENTURE TRUSTEE: Please acknowledge this request, and check off
documents being enclosed with a copy of this form. You should retain this form
for your files in accordance with the terms of the Servicing Agreement.
Enclosed Documents: [ ] Loan Agreement
[ ] Mortgage or Deed of Trust
[ ] Assignment(s) of Mortgage or
Deed of Trust
[ ] Title Insurance Policy
[ ] Other: _______________________
Name
Title
Date
