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Exhibit 10(ii)
MORTGAGE LOAN SUBSERVICING AGREEMENT
EXTENSION AMENDMENT
THIS MORTGAGE LOAN SUBSERVICING AGREEMENT EXTENSION AMENDMENT ("Amendment") is
dated as of December 11, 1997, by and between CHEMICAL MORTGAGE COMPANY, an
Ohio corporation, with offices at 000 Xxx Xxxxxx Xxxxxx Xxxx, Xxxxxxxxxxx, Xxxx
00000-0000 ("Servicer") and SOURCE ONE MORTGAGE SERVICES CORPORATION, a
Delaware corporation, with offices located at 00000 Xxxxxxxxxx Xxxx, Xxxxxxxxxx
Xxxxx, Xxxxxxxx 00000-0000 ("Subservicer").
WHEREAS, Servicer and Subservicer entered into a Mortgage Loan Subservicing
Agreement ("Subservicing Agreement") to perform the administration and
subservicing of certain mortgage loans the Servicing to which was purchased by
the Servicer from the Subservicer pursuant to a FNMA/FHLMC/GNMA Mortgage
Servicing Purchase and Sale Agreement ("Sale Agreement") between Servicer and
Subservicer, dated as of February 28, 1997; and
WHEREAS, the Servicer and Subservicer desire to amend the Subservicing
Agreement and Sale Agreement as follows:
A. Pursuant to Section 7 of the Subservicing Agreement, the Servicer
elects to extend the term of the Subservicing Agreement for one (1) year
as follows: for that portion of the Servicing which pertains to GNMA
Mortgage Loans to May 31, 1999; for that portion of the Servicing which
pertains to FNMA Mortgage Loans to July 31, 1999; and, for that portion of
Servicing which pertains to FHLMC Mortgage Loans to March 15, 1999;
provided, however, that notwithstanding the one hundred fifty (150) day
minimum servicing period set forth in Section 7 of the Subservicing
Agreement, in the event Servicer changes to first-of-the-month cut-off for
the GNMA Mortgage Loans, the termination date for the Servicing of GNMA
Mortgage Loans may be revised downward or upward by up to five (5)
calendar days. Nothing in this paragraph shall affect Servicer's existing
rights, pursuant to the terms and provisions of the Subservicing
Agreement, to terminate Subservicer earlier for cause due to a breach of
the Subservicing Agreement, as amended by the terms and provisions of this
Amendment.
B. Paragraph 1.23 Subservicing Fee is hereby amended to provided that
effective June 1, 1998, the compensation to be paid to Subservicer under
the Subservicing Agreement for subservicing any Mortgage Loan in existence
on the first day of each month shall be $1.42 per Mortgage Loan.
C. Subservicer has a long-term compensation plan which is acceptable to
Servicer for the purpose of retaining key employees of Subservicer
throughout the term of the Subservicing Agreement, as amended by this
Amendment. This long-term compensation plan is attached as Exhibit B.
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D. On or before January 15, 1998, Subservicer agrees to provide Servicer
with an initial high level strategic business plan reflecting
Subservicer's overall servicing objectives. On or before April 15, 1998,
and quarterly thereafter, Subservicer shall provide Servicer with updates
reflecting the execution of its business plan. Such business plan and
results must be acceptable to Servicer in its reasonable discretion.
E. Subservicer will cooperate in providing adequate support according to
generally accepted practices of sellers of mortgage loan servicing in sale
transactions. Such support shall include but not be limited to the
following:
1. Performing the data mapping process, commencing in November 1997
and thereafter as reasonably requested by Servicer, for the transfer
of servicing responsibilities.
2. Providing Servicer with conversion tapes, at Subservicer's cost,
commencing in January 1998 and quarterly thereafter.
3. At Servicer's request, transferring the Servicing of any
delinquent Mortgage Loan (i) which Servicer sells to a third party
purchaser or (ii) which Servicer buys from an Investor as a result
of the delinquency of the Mortgage Loan, from the appropriate
Investor's account to Servicer's account.
F. No interest will be paid by Servicer after the Approval Date on the
Document Holdback portion of the Purchase Price which is described in the
Sale Agreement.
G. Subservicer will supply acceptable evidence to Servicer by December
31, 1997 that all of its investor accounting problems (e.g., any and all
outstanding reconciliations and reconciling items, whether pertaining to
custodial or clearing account reconciliations, proof of cash, pool to
security, expected cash, cash outages on GNMA Mortgage Loans with Coopers
& Xxxxxxx, etc.) have been brought current and fully resolved.
Additionally, commencing November 30, 1997, Subservicer shall provide
Servicer with those reports described on Exhibit A, attached hereto and
incorporated herein. Finally, subject to the ability of Transamerica to
perform, by December 31, 1997, Subservicer will provide Servicer with
evidence that all of the Mortgage Loans are covered by Transamerica
"delinquency search only" tax service contracts effective through the
Transfer Date. On the Transfer Date, such Transamerica contracts will
become full service Transamerica contracts as described in the Sale
Agreement. Subservicer will immediately fund all identified cash
shortages. Any unidentified cash shortages can be researched by
Subservicer up to sixty (60) days from the date of the outage. Any
shortages not identified within the sixty (60) days will be immediately
funded by Subservicer. Procedures and/or technology enhancements will be
developed by Subservicer to ensure that issues that may cause recurring
unidentified shortages can be identified and funded immediately by
Subservicer.
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H. Systems used by Subservicer to satisfy the requirements of the
Subservicing Agreement containing or calling on a calendar function
including, without limitation, any function indexed to the CPU clock, and
any function providing specific dates or days, or calculating spans of
dates or days, shall record, store, process, provide and where
appropriate, insert true and accurate dates and calculations for dates and
spans including and following, January 1, 2000. As part of its
maintenance obligations, Subservicer shall assure that its system will
have no lesser functionality with respect to records containing dates on
or after January 1, 2000 than it had with respect to dates prior to
January 1, 2000.
I. That all other terms of the Subservicing Agreement and Sale Agreement
remain in full force and effect and that only the amended provisions
listed above shall constitute changes or additions to the Subservicing
Agreement and Sale Agreement.
IN WITNESS WHEREOF, each of the undersigned parties to this Amendment has
caused this Amendment to be duly executed in its corporate name by one of its
duly authorized officers, all as of the date first written above.
SERVICER:
ATTEST: CHEMICAL MORTGAGE COMPANY
/s/ Xxxxx X. Xxxxxxxx
--------------------- By: [SIG]
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Title: Senior Vice President
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Date: December 11, 1997
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SUBSERVICER:
ATTEST: SOURCE ONE MORTGAGE SERVICES
CORPORATION
/s/ Xxxx Xxxxxx
--------------------- By: [SIG]
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Title: President & CEO
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Date: 12-12-97
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EXHIBIT A
SOURCE ONE
INVESTOR REPORTS
Xxxxxx Xxx
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Proof of Custodials
Proof of Security
FNMA Completed Laser Schedules
Xxxxxxx Mac
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Proof of Custodials (listing all reconciling items and month originated)
Loan Reconciliation Detail Report (listing all edits)
Xxxxxx Xxx
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Trial Balance
Comparison Report detailing discrepancies between 11710A and corresponding T/B
Test of Expected P&I and Pool to Security
Summary report of all pools with cash or security differences greater and less
than $50 sorted by range code
A 1,000 - over B 100.01 - 999.99 C 50.01 - 100.00 D (50) - 50
E (50.01) - (100) F (100) - (999.99) G (1,000) & less Total
The 11714 remittance advice
A listing of funds forwarded to GNMA (with GNMA required information per
Memorandum #97-27 as unclaimed funds, with date forwarded and also returned if
applicable.
Copy of the 1041 and K1 forms following the year end filing with the IRS.
Reconciliation of YTD Interest.
