EXHIBIT 10.25
SUBSERVICING AGREEMENT
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THIS SUBSERVICING AGREEMENT (the "Agreement") is made as of this 20th
day of July, 1993, by and between Bankers Trust Company, a New York banking
corporation ("Bankers Trust") and LTC Properties, Inc., a Maryland corporation
("LTC").
RECITALS
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A. Pursuant to that certain Pooling and Servicing Agreement dated as
of July 20, 1993 (the "Pooling and Servicing Agreement") among LTC REMIC
Corporation, as Depositor (the "Depositor"), Bankers Trust, as master servicer,
LTC, as Special Servicer (the "Special Servicer") and Union Bank, as trustee
(the "Trustee"), the Depositor sold the entire beneficial ownership in certain
mortgage loans (the "Mortgage Loans") to the extent described in the Pooling and
Servicing Agreement in exchange for certain pass-through certificates issued in
multiple classes. Capitalized terms used herein and not otherwise defined shall
have the respective meanings set forth in the Pooling and Servicing Agreement.
B. Pursuant to the Pooling and Servicing Agreement, Bankers Trust
has agreed to service the Mortgage Loans and to perform certain other duties as
more fully described in the Pooling and Servicing Agreement.
C. Bankers Trust and LTC desire to enter into this Agreement for the
purpose of transferring from Bankers Trust to LTC certain of Bankers Trust's
rights and obligations under the Pooling and Servicing Agreement, as more fully
set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants, agreements,
representations and warranties set forth herein, the parties hereto do hereby
agree as follows:
1. Representations, Warranties and Covenants of Subservicer. LTC
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hereby represents and warrants to and covenants with Bankers Trust that as of
the date hereof and at all times during the term hereof:
1.1 Organization. LTC is a corporation duly organized, validly
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existing and in good standing under the laws of the State of Maryland and is or
will be in compliance with the laws of each state in which any Mortgaged
Property is located to the extent necessary to ensure the enforceability of each
Mortgage Loan by LTC in accordance with the terms of this Agreement.
1.2 No Breach. The execution and delivery of this Agreement by
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LTC and its performance of and compliance with the terms of this Agreement will
not violate LTC's articles of incorporation or by-laws or constitute a default
(or an event which, with
notice or the lapse of time or both, would constitute a default) under, or
result in the breach of, any material contract, agreement or other instrument to
which LTC is a party or which may be applicable to LTC or any of it assets.
1.3 Authority. This Agreement, assuming due authorization,
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execution and delivery by Bankers Trust, constitutes a valid, legal and binding
obligation of LTC, enforceable against it in accordance with the terms hereof,
except as such enforcement may be limited by bankruptcy, insolvency,
reorganization, receivership, moratorium or other laws relating to or affecting
the rights of creditors generally, and by general principles of equity
(regardless of whether such enforcement is considered in a proceeding in equity
or at law).
1.4 No Violation. LTC is not in violation of, and the execution
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and delivery of this Agreement by LTC and its performance and compliance with
the terms of this Agreement will not constitute a violation with respect to, any
law or regulation applicable to LTC, any order to decree of any court or of any
federal, state, municipal or governmental agency having jurisdiction, which
violation might have consequences that would adversely affect the condition
(financial or otherwise) or operations of LTC or its properties, or might have
consequences that would adversely affect the performance of its duties
hereunder.
1.5 No Litigation. No litgation is pending or, to the best
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knowledge of LTC, threatened, against LTC which would prohibit its entering into
or performing its obligations under this Agreement.
2. Subservicing of Mortgage Loans.
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2.1 General Duties. LTC shall perform for Bankers Trust all
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services and duties described in the Schedule of Duties to be Performed by
Subservicer attached to the Agreement as Exhibit A, in each case in accordance
with the terms of the Pooling and Servicing Agreement and of applicable law. In
performing its duties hereunder, LTC shall have the status of and shall act as
an independent contractor. Nothing herein shall be construed to create a
partnership or joint venture between Bankers Trust and LTC. Nothing contained in
this Agreement shall prohibit Bankers Trust from taking any action, including
the payment of advances or other amounts, which it deems necessary to assure the
fulfillment of any of its duties under the Pooling and Servicing Agreement or
any related document, agreement or instrument, whether or not LTC is also
required to fulfill such duty pursuant to this Agreement.
2.2 Remittance Reports and Accounting. In addition to the other
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reports and information that LTC is required to provide to Bankers Trust
pursuant to this Agreement, LTC shall provide to Bankers Trust in each month
during the term hereof, no later than the Determination Date (i) the information
described in the letter attached hereto as Exhibit B and (ii) with respect to
any Escrow Account, Subservicing Account or other fund or
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account maintained by LTC hereunder, a statement prepared by LTC setting forth
the status of the applicable fund or account as of the close of business on such
Determination Date and detailing, for the period covered by such statement, each
category of deposit into and withdrawal from and earnings on such fund or
account (clauses (i) and (ii) together, "Servicing Information"); provided,
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however, that LTC shall obtain and provide Bankers Trust with as much Servicing
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Information as is available on the 22nd of the month in which the related
Determination Date occurs and shall continuously update such Servicing
Information through such Determination Date.
In addition, on or before April 15 of each year, beginning with April
15, 1994, LTC at its expense shall cause to be prepared and delivered to Bankers
Trust, a statement in the form, and prepared by a firm of Independent public
accountants satisfying the criteria described in Section 3.15 of the Pooling and
Servicing Agreement, except that such statement shall relate to LTC's
subservicing activities hereunder.
Notwithstanding any other provision contained herein, any required
statements, certificates, elections, notices, reports, plans or responses to
direction from any Person which are required by the Pooling and Servicing
Agreement to be in the name of or to be otherwise provided by the Master
Servicer and which are delegated to LTC hereunder shall be prepared by LTC at
its expense in the form required by the Pooling and Servicing Agreement and
shall be delivered, no later than the second Business Day prior to the day such
item is required from the Master Servicer under the Pooling and Servicing
Agreement, to Bankers Trust for its execution as Master and its distribution in
accordance with Pooling and Servicing Agreement.
2.3 Fidelity Bond and Insurance. LTC, at no expense to Bankers
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Trust, shall keep in force during the term of this Agreement, for the benefit of
the Trustee and Bankers Trust, a policy or policies of insurance covering errors
and omissions for failure in the performance of LTC's obligations under this
Agreement, which policy or policies shall be in such form and amount that would
meet the servicing requirements of prudent institutional commercial mortgage
lenders and loan servicers. LTC shall also maintain a fidelity bond in the form
and amount that would meet the servicing requirements of prudent institutional
commercial mortgage lenders and loan servicers. LTC shall be deemed to have
complied with this provision if an affiliate of LTC has such errors and
omissions and fidelity bond coverage and, by the terms of such insurance policy
or fidelity bond, the coverage afforded thereunder extends to LTC. Each such
fidelity bond and errors an omissions policy shall be issued by an insurer
having a claims-paying rating of at least "A" for S&P and "A" for Fitch or
otherwise acceptable to the Rating Agencies. Any such errors and omissions
policy and fidelity bond shall not be canceled without 10 days' prior written
notice to the Trustee and Bankers Trust.
2.4 Documents Received After Termination. LTC shall promptly
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deliver and remit to Bankers Trust any Mortgage Files and any and all bills,
invoices,
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insurance policies, letters, documents and all other correspondence or
communications relating to the Mortgage Loans (collectively, "Loan Documents")
that are received by LTC after termination of this Agreement. LTC's obligations
under this Section 2.4 with respect to such documents, correspondence and
communications shall be those of a trustee or other fiduciary.
2.5 Establishment of Accounts. LTC shall establish and
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maintain one or more accounts, referred to collectively as the Subservicing
Account, in accordance with Section 3.01(c)(1) of the Pooling and Servicing
Agreement. LTC shall deposit into the Subservicing Account not later than the
first Business Day after receipt all proceeds of Mortgage Loans received by LTC,
without any deduction for LTC's servicing compensation, and LTC shall deliver
all Principal Prepayments and Balloon Payments to the Master Servicer in
accordance with Section 3.01(c)(3) of the Pooling and Servicing Agreement not
later than one Business Day after receipt.
2.6 Statements as to Compliance. On or before April 15 of
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each year, beginning in April 15, 1994, LTC will deliver to Bankers Trust, the
Trustee and the Depositor an Officers' Certificate stating, as to each signatory
thereof, that (i) a review of the activities of LTC during the preceding
calendar year (or such shorter period from the Closing Date to the end of the
related calendar year) and of performance under this Agreement has been made
under such officer's supervision, (ii) to the best of such officer's knowledge,
based on such review, LTC has fulfilled all of its obligations under this
Agreement throughout such year (or such shorter period from the Closing Date to
the end of the related calendar year), or, if there has been a default in the
fulfillment of any such obligation, specifying each such default known to such
officer and the nature and status thereof and what action LTC proposes to take
with respect thereto and (iii) whether it has received any notice regarding
qualification, or challenging the status, of either of the Upper-Tier or the
Lower-Tier REMIC as a REMIC from the Internal Revenue Service or any other
governmental agency or body.
2.7 Purchase of All Outstanding Mortgage Loans. LTC shall
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have the right of the Master Servicer during the term of this Agreement to
exercise the option contained in Section 9.01(c) of the Pooling and Servicing
Agreement to purchase all of the Mortgage Loans then included in the Trust Fund
and all property acquired in respect of any Mortgage Loan.
If LTC elects to exercise such option, it shall notify Bankers
Trust and the Trustee of such election no later than 30 days prior to the Early
Termination Determination Date, as provided in Section 9.01.
Upon payment by LTC to Bankers Trust for deposit into the
Distribution Account in accordance with the Pooling and Servicing Agreement of
the amount required by Section 9.01 in connection with the exercise of such
option, Bankers Trust shall release or cause to be released to LTC, promptly
upon its receipt thereof, the Mortgage Files for the remaining Mortgage Loans
and REO Properties, and shall execute and deliver such
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instruments of transfer or assignment, in each case without recourse, as shall
be necessary to vest in LTC title to such Mortgage Loans and REO Properties.
2.8 Filing and Recording Fees. All costs and fees incurred in
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connection with the filing of any UCC-2 or UCC-3 filings or the recording of any
Assignments or Reassignments of Leases, Rents and Profits pursuant to Section
2.01 of the Pooling and Servicing Agreement shall be borne by LTC at its sole
expense.
3. Compensation to LTC.
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3.1 Subservicing Fee. As compensation for the activities of
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LTC hereunder, Bankers Trust shall, no later than the first Business Day
following each Distribution Date, remit to LTC the Subservicing Fee, as
described below, with respect to each Mortgage Loan, payable from amounts in the
Collection Account paid to Bankers Trust pursuant to Section 3.06(iv) of the
Pooling and Servicing Agreement. The Subservicing Fee, with respect to each
Mortgage Loan and for each Due Period, shall be an amount equal to thirty days'
interest (or, in the event of any payment of interest which accompanies a
Principal Prepayment in full made by the Borrower during such Due Period,
interest for the number of day covered by such payment of interest) at a rate
equal to 0.015% per annum on the Scheduled Principal Balance of such Mortgage
Loan; provided, however, that LTC's right to receive the Subservicing Fee is
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subject to the requirement that the Servicing Fee be applied to make
Compensating Interest Payments pursuant to the Pooling and Servicing Agreement
and Section 3.6 hereof. The right to receive the Subservicing Fee may not be
transferred in whole or in part except in connection with the transfer of all of
LTC's responsibilities and obligations under this Agreement.
3.2 Reimbursements. Bankers Trust shall remit to LTC, solely
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from funds available to Bankers Trust pursuant to the Pooling and Servicing
Agreement, the following amounts: (i) amounts sufficient to reimburse LTC for
advances in respect of Property Protection Expenses, taxes, assessments, ground
rents and insurance premiums and for P&I Advances and other advances made
pursuant to Section 3.22 of the Pooling and Servicing Agreement made by LTC plus
any applicable interest on any such advances pursuant to the Pooling and
Servicing Agreement, if and when funds are available for withdrawal in respect
thereof by Bankers Trust pursuant to Section 3.06(ii) of the Pooling and
Servicing Agreement; and (ii) amounts sufficient to indemnify LTC for any loss,
liability or expense incurred by LTC for which indemnity from the Trust Fund is
received by Bankers Trust pursuant to Section 6.03 of the Pooling and Servicing
Agreement if and when funds are available for withdrawal in respect thereof by
Bankers Trust pursuant to the Pooling and Servicing Agreement subject to Bankers
Trust's recovery of its loss, liability or expenses from such monies.
3.3 Other Expenses. LTC shall be required to pay all expenses
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incurred by it in connection with its subservicing activities hereunder,
including payment of
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premiums for the fidelity bond and insurance required by Section 2.3 hereof.
Except as otherwise provided herein, Bankers Trust shall not be responsible to
reimburse LTC for any expenses incurred by LTC or any disbursements or advances
required to be made by LTC in the performance of LTC's duties hereunder and
under the Pooling and Servicing Agreement. It is hereby understood that the
Subservicing Fee and the reimbursement payments payable under Section 3.2 hereof
represent the sole compensation payable by Bankers Trust to LTC hereunder.
3.4 Expenses of Bankers Trust. LTC covenants and agrees to pay or
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reimburse Bankers Trust, upon request, for all reasonable expenses,
disbursements, and advances, if any, incurred or made by Bankers Trust in
accordance with any of the provisions of the Pooling and Servicing Agreement
(including the reasonable compensation and the expenses and disbursements of its
counsel and of all Persons not regularly in its employ, whether or not such
expenses are incurred in connection with any Opinion of Counsel required or
permitted to be obtained by Bankers Trust), including, without limitation, any
costs of enforcing this Agreement and any insurance premiums paid pursuant to
Section 3.08 of the Pooling and Servicing Agreement (other than any fees and
expenses of independent public accountants incurred pursuant to Section 3.15 of
the Pooling and Servicing Agreement on behalf of Bankers Trust and any premiums
for errors and omissions insurance with respect to Bankers Trust, for which
Bankers Trust shall be solely responsible); provided, however, that LTC shall
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have no obligation to pay reimburse Bankers Trust for any such expense,
disbursement or advance as may arise solely and directly from Bankers Trust's
negligence, intentional misconduct or bad faith.
3.5 Bankers Trust Obligations. Bankers Trust agrees to request
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payment and/or reimbursement as contemplated by Sections 3.1 and 3.2 hereof when
and as permitted by, and in accordance with, the Pooling and Servicing
Agreement. In addition, Bankers Trust shall furnish LTC with copies of all
notices received by Bankers Trust under the Pooling and Servicing Agreement
(other than such notices furnished by LTC) as soon as is practicable following
Bankers Trust's receipt of the same.
3.6 Compensating Interest: Any application of the Servicing Fee
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to make Compensating Interest Payments pursuant to Section 3.22 of the Pooling
and Servicing Agreement shall first reduce the Subservicing Fee payable to LTC
hereunder and then to reduce the compensation of Bankers Trust.
3.7 Rating Agency Fees. All expenses of the Trust Fund in
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connection with ongoing fees of the Rating Agencies shall be borne by LTC at its
sole expense.
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4. Term. Except in event that this Agreement is terminated pursuant
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to Section 5.1, 5.2 or 5.3 hereof, this Agreement shall continue in effect until
the termination of the obligations and responsibilities of the parties to the
Pooling and Servicing Agreement under the Pooling and Servicing Agreement
pursuant to Article IX thereof.
5. Termination.
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5.1 Termination for Cause. The occurrence of any of the
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following events shall constitute a "Subservicer Default";
(a) If LTC shall fail to pay to Bankers Trust any amount due to
Bankers Trust pursuant to Section 3.4 or 7.1 hereunder and such
failure shall continue for a period of 50 days after notice thereof
has been delivered to LTC by Bankers Trust;
(b) If LTC shall fail to make any payment, other than as
described in (a) above, when due hereunder;
(c) If LTC shall materially breach any other term of this
Agreement or any term of the Pooling and Servicing Agreement specified
in Exhibit A hereto and such breach shall not be cured within 50 days;
(d) If a decree or order for relief of a court or agency or
supervisory authority having jurisdiction in the premises in an
involuntary case under any present or future federal or state
bankruptcy, insolvency or similar law or the appointment of a
conservator or receiver or liquidator in any insolvency, readjustment
of debt, marshalling of assets and liabilities or similar proceeding,
or for the winding-up or liquidation of its affairs, shall have been
entered against LTC and such decree or order shall have remained in
force undischarged or unstayed for a period of 50 days; or LTC shall
consent to the appointment of a conservator or receiver or liquidator
in any insolvency, readjustment of debt, marshalling of assets and
liabilities or similar proceedings of or relating to LTC or of or
relating to all or substantially all of its property; or LTC shall
admit in writing its inability to pay its debts generally as they
become due, file a petition to take advantage of any applicable
bankruptcy, insolvency or reorganization statue, make an assignment
for the benefit of its creditors, voluntarily suspend payment of its
obligations; or
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(e) If LTC shall assign or attempt to assign its interest under
this Agreement or delegate or attempt to delegate any portion of its
rights, duties or obligations hereunder without the written consent of
Bankers Trust; provided, however, that delegation of LTC's duties and
obligations shall not constitute a default hereunder so long as LTC
remains primarily liable to Bankers Trust for the duties or
obligations so delegated.
In each and every case, so long as a Subservicer Default shall not
have been remedied, Bankers Trust may, by notice in writing to LTC, terminate
all of the rights and obligations of LTC as subservicer under this Agreement. On
or after the receipt by LTC of such written notice, all of its authority and
power under this Agreement shall pass to and be vested in Bankers Trust pursuant
to and under this Section.
5.2 Termination by Trustee. Notwithstanding anything to the
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contrary contained herein, in the event that Bankers Trust shall, for any reason
(including, without limitation, termination of the Master Servicer pursuant to
Article VII of the Pooling and Servicing Agreement) no longer be the Master
Servicer under the Pooling and Servicing Agreement, the Trustee or its designee
shall, pursuant to Section 9 hereof, assume the rights and obligations of
Bankers Trust under this Agreement. The Trustee shall only be entitled to
terminate this Agreement upon the occurrence of the events described in 5.1
hereof.
5.3 Rights Upon Termination. Upon termination of this Agreement
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pursuant to Section 5.1 hereof, LTC shall deliver to Bankers Trust all Loan
Documents not previously delivered to Bankers Trust, together with all funds
held with respect to the Mortgage Loans. In addition, LTC shall cooperate with
Bankers Trust and use its best efforts to assist Bankers Trust in the transfer
of the servicing rights to Bankers Trust or Bankers Trust's nominee. Upon
termination of this Agreement pursuant to Section 5.2 hereof, LTC shall deliver
to the Trustee, as successor to the rights and obligations of Bankers Trust
hereunder, all Loan Documents not previously delivered to Bankers Trust,
together with all funds held with respect to the Mortgage Loans, and shall
cooperate with and assist the Trustee to the same extent as it would Bankers
Trust pursuant to the preceding sentence. Bankers Trust and LTC each covenant
and agree to comply with all laws, rules and regulations of any federal, state
or local government authority applicable to the termination of this Agreement
and the transfer of the servicing rights to Bankers Trust or the Trustee, as
applicable.
5.4 Limitation on Resignation of LTC. LTC shall not resign from
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the obligations and duties hereby imposed on it except (a) by mutual consent of
Bankers Trust and LTC, or (b) upon determination that its duties hereunder are
no longer permissible under applicable law. Any such determination pursuant to
the foregoing clauses shall be evidenced by an Opinion of Counsel to such effect
delivered to Bankers Trust.
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6. Additional Rights of Bankers Trust.
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6.1 Ownership of Documentation. Subject to the rights of the
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Trustee and the Certificateholders under the Pooling and Servicing Agreement,
all Mortgage Files held or received by LTC in connection with the subservicing
of the Mortgage Loans, whether or not prepared, developed or originated by LTC,
shall be and remain at all times the property of Bankers Trust, it being
expressly understood that any Mortgage Files in the possession of LTC are
retained in a custodial capacity only in order, and during only such time as is
necessary, to permit the performance of LTC's obligations hereunder. LTC shall
not acquire any vested rights with respect to the Mortgage Files and shall not
have the right to possession of them except as may be necessary to permit LTC to
fulfill its obligations hereunder. Subsequent to the termination of this
Agreement, LTC shall promptly deliver all such Mortgage Files to Bankers Trust
or the Trustee, as applicable. Such delivery shall be accompanied by a list
identifying the Mortgage Files for each Mortgage Loan, Bankers Trust's loan
number (provided that Bankers Trust previously has furnished its loan numbers to
LTC) and such other information as is requested by Bankers Trust or Trustee to
identify the Mortgage Loans so delivered. Notwithstanding anything contained in
this Section 6.1 to the contrary, copies of Mortgage Files maintained by LTC
shall remain the property of LTC and may be retained by LTC after the
termination of this Agreement.
6.2 Inspection of Mortgage Records. Bankers Trust and its
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representatives, agents, consultants, examiners and other Persons authorized by
Bankers Trust shall have the right to inspect the documents and records
maintained by LTC with respect to the Mortgage Loans during LTC's regular
business hours upon reasonable notice, and LTC shall make such documents and
records available to Bankers Trust for inspection. LTC shall afford the
Depositor and the Trustee access to records in accordance with Section 6.05 of
the Pooling and Servicing Agreement.
7. Indemnification.
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7.1 General. LTC agrees to pay, and shall indemnify, defend and
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hold harmless, Bankers Trust (as used in this Section 7, "Bankers Trust" refers
to Bankers Trust in its capacity as Master Servicer under the Pooling and
Servicing Agreement and in any of its other capacities) and Bankers Trust's
directors, officers, employees and agents (collectively, "Indemnitee"), from and
against any loss, liability, penalty, fine or expense incurred in connection
with any action or claim (including the reasonable compensation and the expenses
and disbursements of its counsel and all persons not regularly in its employ)
incurred in defending any claim or action or enforcing this indemnity that may
result from, relate to or arise out of LTC's acting as subservicer under, breach
of or failure to act under, this Agreement or any payment contemplated under, or
transaction contemplated by, this Agreement; provided, however, that the
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indemnity obligation of LTC shall not apply to loss, liability or expense
arising or resulting from (a) the negligence, intentional misconduct or bad
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faith of such Indemnitee, (b) the failure of Bankers Trust to perform its
obligations hereunder (c) the breach of Bankers Trust's representations and
warranties in Section 2.05 of the Pooling and Servicing Agreement or (d) actions
taken, or omitted to be taken, by LTC specifically in accordance with
instructions furnished by Bankers Trust pursuant to or in connection with this
Agreement; and provided; further, that upon full payment of the indemnity
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herein, LTC shall be subrogated to all rights and remedies of the Indemnitee so
indemnified, in respect of the matter against which indemnity has been paid.
7.2 Survival. All indemnities, obligations, adjustments and
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payments provided for in this Section 7 shall survive, and remain in full force
and effect, notwithstanding the expiration or other termination of this
Agreement or any other of the Pooling and Servicing Agreement. The obligations
of LTC in respect of all such indemnities, obligations, adjustments and payments
are expressly made for the benefit of, and shall be enforceable by, the
Indemnitee entitled thereto, without declaring any breach of or default under
the Pooling and Servicing Agreement or taking any other action thereunder, and
notwithstanding any provision of the Pooling and Servicing Agreement.
8. Notices. Any notices and communications hereunder shall be given
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and deemed given as provided for in Section 10.04 of the Pooling and Sevicing
Agreement. For such purpose, the address of the Special Servicer contained in
said Section shall be deemed to be the address of LTC hereunder.
9. Right of Assumption by Trustee. In the event that Bankers Trust
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shall, for any reason, no longer be the Master Servicer under the Pooling and
Servicing Agreement, including without limitation termination of the Master
Servicer in accordance with Article VII thereof, the Trustee, as successor to
Bankers Trust in its capacity as the Master Servicer under the Pooling and
Servicing Agreement or its designee or any successor Master Servicer, shall be
entitled to succeed to all of the rights, title and interest of Bankers Trust
and assume all of the obligations, duties and liabilities of Bankers Trust under
this Agreement without any further act. In such event, the Trustee, its designee
or the successor Master Servicer appointed pursuant to the Pooling and Servicing
Agreement, shall be deemed to have replaced Bankers Trust as a party to this
Agreement to the same extent as if this Agreement had been assigned to the
assuming party. Notwithstanding the foregoing, Bankers Trust shall not thereby
be relieved of any obligations, duties or liabilities under this Agreement with
regard to events occurring prior to the date Bankers Trust ceased to be the
Master Servicer under the Pooling and Servicing Agreement. Following the
assumption of the rights and obligations of Bankers Trust pursuant to this
Section, LTC at the expense of Bankers Trust shall, upon the request of the
Trustee, deliver to the assuming party all documents and records relating to
this Agreement and the Mortgage Loans then being serviced and an accounting of
amounts collected and held by it and otherwise use its best efforts to effect
the orderly and efficient transfer of this Agreement to the assuming party.
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10. Miscellaneous.
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10.1 Entire Agreement: Amendments. This Agreement together with
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the other written agreements referred to herein is intended by the parties to be
the final expression of their agreement with respect to the subject matter
hereof, and is intended as the complete and exclusive statement of the terms of
the agreement between the parties. As such, this Agreement supersedes any prior
understanding between the parties, whether oral or written. Notwithstanding the
foregoing, in the event that the provisions of this Agreement are inconsistent
with the provisions of the Pooling and Servicing Agreement, the provisions of
the Pooling and Servicing Agreement shall prevail. Any amendments to this
Agreement shall be in writing and shall be signed by all parties hereto.
10.2 Invalidity. To the extent permitted by law, the invalidity
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of any portion of this Agreement shall in no way affect the remaining portions
hereof.
10.3 Governing Law. This Agreement shall be governed by and
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construed in accordance with the internal laws of the State of New York.
10.4 Agreement Binding. This Agreement shall be binding upon
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and inure to the benefit of the parties hereto and their respective successors
and permitted assigns.
10.5 Counterparts. This Agreement may be executed in any number
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of counterparts. Each counterpart so executed shall be deemed an original, but
all such counterparts shall together constitute one and the same instrument.
10.6 Assignment. Neither party shall assign this Agreement or
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any rights hereunder (including but not limited to the right to receive
compensation or money due hereunder) without the prior written consent of the
other party hereto; provided, however, that any assumption of Bankers Trust's
rights pursuant to Section 9 hereof shall not require the consent of either
party hereto.
10.7 Disputes. In the event of any dispute between the parties
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to this Agreement, the prevailing party shall be entitled to immediate payment
of all costs incurred by such party in such dispute, including but not limited
to court costs and reasonable attorneys' fees.
10.8 Section Headings. Section headings of this Agreement are
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inserted for convenience only and do not in any manner limit or expand this
Agreement and do not constitute a part of this Agreement.
10.9 Further Assurances. To the extent permitted by law, each
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of Bankers Trust and LTC agree that it will, from time to time, execute,
acknowledge and deliver, or cause to be executed, acknowledged and delivered,
such further instruments as
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either party hereto or the Trustee may reasonably request to effectuate the
intention of or facilitate the performance of this Agreement or the Pooling and
Servicing Agreement.
10.10 Exercise of Rights. No failure or delay on the part of
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either party to exercise any right, power or privilege under this Agreement and
no course or dealing between Bankers Trust and LTC shall operate as a waiver
thereof, nor shall any single or partial exercise of any right, power or
privilege under this Agreement preclude any other or further exercise thereof or
the exercise of any other right, power or privilege. The rights and remedies
herein expressly provided are cumulative and not exclusive of any rights or
remedies which a party would otherwise have pursuant to law or equity. No notice
to or demand on any party in any case shall entitle such party to any other or
further notice or demand in similar or other circumstances, or constitute a
waiver of the right of the other party to any other or further action in any
circumstances without notice or demand.
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IN WITNESS WHEREOF, this Agreement is executed as of the date first
above written.
UNION BANK
as Trustee
By:/s/ Xxxxxx X. Xxxx
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Name: Xxxxxx X. Xxxx
Title: Assistant Vice President
LTC REMIC CORPORATION,
as Depositor
By:/s/ Xxxxxxx XxXxxxx III
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Name: Xxxxxxx XxXxxxx III
Title: President
BANKERS TRUST COMPANY,
as Master Servicer
By:/s/ Xxxxx X. Gevant
--------------------------------
Name: Xxxxx X. Gevant
Title: Assistant Vice President
BANKERS TRUST COMPANY,
as Custodian
By:/s/ Xxxxx X. Gevant
--------------------------------
Name: Xxxxx X. Gevant
Title: Assistant Vice President
-13-
EXHIBIT A
EXHIBIT A
---------
Schedule of Duties
to be Performed by LTC
In addition to the duties otherwise contained in the Subservicing
Agreement, LTC shall be obligated to perform the following, in each case at the
time and in the manner required under the terms of the Pooling and Servicing
Agreement:
1. To provide the Trustee and Bankers Trust with the list of
servicing officers of LTC as defined in the definition of "Servicing Officer" in
Article I of the Pooling and Servicing Agreement.
2. Upon discovery by LTC of a breach of any of the representations
and warranties made by the Originator pursuant to the Transfer and Repurchase
Agreement in respect of any Mortgage Loan, to give prompt notice to the Trustee
and Bankers Trust as required by the Master Servicer in Section 2.03 of the
Pooling and Servicing Agreement.
3. To give the notices required of the Master Servicer by Section
2.03(b) of the Pooling and Servicing Agreement.
4. To give the notices required of the Master Servicer by Section
2.05(b) of the Pooling and Servicing Agreement.
5. To give the notices required of the Master Servicer by Section
2.06(b) of the Pooling and Servicing Agreement.
6. To (a) perform the duties of the Master Servicer set forth in
Subsection 3.01(a) of the Pooling and Servicing Agreement, (b) indemnify Bankers
Trust, the Trustee and the Depositor, as specified in the Pooling and Servicing
Agreement, to the extent LTC breaches its obligations in this item or the
Agreement, (c) comply with all statutory or regulatory requirements with regard
to the manner in which it conducts its activities pursuant to this item and the
Agreement, and (d) cooperate with Bankers Trust in its performance of the Master
Servicer's duties in Section 3.01(a) of the Pooling and Servicing Agreement. The
indemnities of LTC pursuant to this item shall survive the termination or
discharge of the Agreement or the Pooling and Servicing Agreement.
7. To perform the duties of the Master Servicer set forth in Section
3.03 of the Pooling and Servicing Agreement.
8. To perform the duties of the Master Servicer set forth in Section
3.04 of the Pooling and Servicing Agreement.
A-2
9. To perform the duties of the Master Servicer set forth in
Sections 3.08 through 3.10 of the Pooling and Servicing Agreement.
10. To provide information reasonably requested by Bankers Trust to
enable Bankers Trust to deliver the statements required by Section 3.13 of the
Pooling and Servicing Agreement.
11. To deliver to Bankers Trust (i) an officer's certificate of LTC,
containing substantially the information required pursuant to Section 3.14 of
the Pooling and Servicing Agreement, but referring to LTC's obligations under
this Agreement, and (ii) such other information, certified by a responsible
officer of LTC, regarding LTC's organization, activities and personnel as
Bankers Trust or the Trustee may reasonably request from time to time.
12. To perform the inspections required of the Master Servicer by
Section 3.19 of the Pooling and Servicing Agreement.
13. To perform the duties of the Master Servicer set forth in Section
6.05 of the Pooling and Servicing Agreement.
14. To make the P&I Advances and any other advances required of the
Master Servicer by Section 3.22 of the Pooling and Servicing Agreement.
EXHIBIT B
[LETTERHEAD OF LTC PROPERTIES]
EXHIBIT B
August 4, 1993
Bankers Trust Company
Four Albany Xx.
Xxx Xxxx, Xxx Xxxx 00000
Re: LTC REMIC Corporation Mortgage Pass-Through
Certificates. Series 1993-1
---------------------------
With regard to Bankers Trust company ("Bankers Trust") as Master
Servicer for the above mentioned transaction, LTC Properties, Inc., agrees to
provide Bankers Trust with the following loan level information no later than
the closing date of the transaction and, thereafter, the second business day
succeeding each Determination Date:
1. Beginning Scheduled Principal Balance $114,702,110.83
2. Mortgage Interest Rate 10.50% - 12.50%
3. Monthly Payment $ 1,152,974.09
4. Scheduled Interest $ 1,102,753.34
5. Scheduled Principal $ 50,220.75
6. Principal Prepayments $ .00
7. Payoff Date or Prepayment Interest Shortfalls $ .00
LTC PROPERTIES, INC.
Page 2
8. Ending Scheduled Principal Balance $114,651,890.08
9. Interest Paid-Through-Date See attached
On receiving this data, Bankers Trust shall be under no duty to
recalculate, verify or recompute the information provided to it hereunder
by LTC.
LTC Properties, Inc.
By: /s/ Xxxxxx Xxxxxx
--------------------
Name: Xxxxxx Xxxxxx
Title: Controller
SCHEDULE B
BEGINNING SCHEDULED MORTGAGE MONTHLY SCHEDULED SCHEDULED
LOAN PRINCIPAL BALANCE INTEREST RATE PAYMENT INTEREST PRINCIPAL
------------------------------------------------------------------------------------
1-4 19,168,815.45 11.50% 190,462.75 183,701.15 6,761.60
5 1,257,788.42 11.50% 12,497.48 12,053.81 443.67
6 4,597,605.50 11.50% 45,682.14 44,060.39 1,621.75
7-9 17,885,113.72 11.50% 177,707.80 171,399.01 6,308.79
10 3,526,192.95 11.50% 35,036.51 33,792.68 1,243.83
11 2,932,181.97 11.50% 29,134.37 28,100.08 1,034.29
13 2,327,207.65 11.50% 23,123.30 22,302.41 820.89
14 723,577.15 11.50% 7,189.52 6,934.28 255.24
15 2,517,570.21 11.50% 25,014.76 24,126.71 888.05
16 2,268,404.55 11.50% 22,539.03 21,738.88 800.15
17 1,146,162.22 11.50% 11,388.35 10,984.05 404.30
18 9,457,333.25 11.50% 93,968.75 90,632.78 3,335.97
19 1,793,992.97 11.50% 17,825.25 17,192.43 632.82
20 1,694,326.79 11.50% 16,834.95 16,237.30. 597.65
21 1,364,431.35 11.50% 13,557.09 13,075.80 481.29
22 2,334,184.20 11.50% 23,192.63 22,369.27 823.36
23 5,979,697.97 11.50% 61,037.42 57,305.44 3,731.98
24 2,986,468.56 10.00% 27,263.95 24,887.24 2,376.71
25 1,993,640.13 12.00% 21,066.48 19,936.40 1,130.08
26 4,088,697.72 11.75% 42,430.13 40,035.17 2,394.96
27 2,994,717.49 11.50% 30,494.07 28,699.38 1,794.69
28 6,690,413.14 12.50% 73,057.02 69,691.80 3,365.22
29 14,973,587.47 11.50% 152,470.34 143,496.88 8,973.46
-----------------------------------------------------------------------------
114,702,110.83 1,152,974.09 1,102,753.34 50,220.75
=============================================================================
ENDING
PAYOFF DATE OR SCHEDULED INTEREST
PRINCIPAL PREPAYMENT PRINCIPAL PAID-THROUGH
LOAN PREPAYMENTS INTEREST SHORTFALL BALANCE DATE
---------------------------------------------------------------------------
1-4 0.00 0.00 19,162,053.85 19-AUG-93
5 0.00 0.00 1,257,344.75 19-AUG-93
6 0.00 0.00 4,595,983.75 19-AUG-93
7-9 0.00 0.00 17,878,804.93 19-AUG-93
10 0.00 0.00 3,524,949.12 19-AUG-93
11 0.00 0.00 2,931,147.68 19-AUG-93
13 0.00 0.00 2,326,386.76 19-AUG-93
14 0.00 0.00 723,321.91 19-AUG-93
15 0.00 0.00 2,516,682.16 19-AUG-93
16 0.00 0.00 2,267,604.40 19-AUG-93
17 0.00 0.00 1,145,757.92 19-AUG-93
18 0.00 0.00 9,453,997.28 19-AUG-93
19 0.00 0.00 1,793,360.15 19-AUG-93
20 0.00 0.00 1,693,729.14 19-AUG-93
21 0.00 0.00 1,363,950.06 19-AUG-93
22 0.00 0.00 2,333,360.84 19-AUG-93
23 0.00 0.00 5,975,965.99 31-JUL-93
24 0.00 0.00 2,984,091.85 31-JUL-93
25 0.00 0.00 1,992,510.05 14-AUG-93
26 0.00 0.00 4,086,302.76 31-JUL-93
27 0.00 0.00 2,992,922.80 31-JUL-93
28 0.00 0.00 6,687,047.92 31-JUL-93
29 0.00 0.00 14,964,614.01 31-JUL-93
----------------------------------------------------------------
0.00 0.00 114,651,890.08
================================================================
