EXHIBIT 10.64
AMERUS LIFE INSURANCE COMPANY
AND AMERUS PROPERTIES, INC. SERVICING AGREEMENT
THIS AGREEMENT is made and entered into this 5th day March, 1997, by and
between AMERUS LIFE INSURANCE COMPANY, an Iowa corporation, with its principal
office at 000 Xxxxx Xxxxxx, Xxx Xxxxxx, Xxxx 00000 (hereinafter "XXXX"), and
AMERUS PROPERTIES, INC., an Iowa corporation, with its principal office at 000
Xxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxx, Xxxx, 00000-0000 (hereinafter "API").
W I T N E S S E T H:
WHEREAS, XXXX desires to have API service certain commercial loans now
owned by XXXX which fall or may fall during the term of this Agreement within
the categories described in Article 4 ("Mortgages"), and to have API perform
asset management services on real estate described on Exhibit "A" ("Real
Estate"); and
WHEREAS, API is prepared to provide such services to XXXX on the basis
described in this Agreement.
NOW, THEREFORE, in consideration of mutual promises, covenants and
agreements herein contained, and for valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE 1. LOAN SERVICES
API will provide the following services relating to mortgages held by XXXX
as investments, and relating to those agreements where XXXX has contracted to
service commercial mortgage loans for external investors:
1. Ensure compliance with mortgage loan documents: API will monitor all
mortgages to ensure that XXXX'x collateral position is not diminished
and that all borrowers are in compliance with the loan documents.
This will include monitoring that P&I is received in a timely manner,
tax payments are current, insurance coverage is in force and that UCC
filings are current. API will deliver written notices to borrowers
regarding adjustments of mortgage loan terms in accordance with the
loan documents relating to interest rate changes and loan defaults.
In the event that a mortgage loan comes into, and continues to be in
default or bankruptcy, API will undertake the necessary legal remedies
on behalf of and in the name of XXXX.
2. Ensure compliance with the various servicing agreements: API will
ensure that XXXX is in compliance with all requirements of the various
servicing agreements with external investors. This includes the
Pooling and Servicing Agreements ("PSA's") relating to the various
Real Estate Mortgage Investment Conduits ("REMIC's") that were issued
by XXXX.
3. Portfolio Management: API will be responsible for handling the
portfolio management for the commercial mortgages owned and serviced
by XXXX, including property inspections, analysis of operating
statements, rent rolls, and handling loan maturities. Additionally,
API will be responsible for mortgage refinancing, loan workouts, sale
transactions, and foreclosures.
4. Accounting & Reporting: API will handle all collections,
distributions, accounting and reporting as it relates to commercial
mortgages serviced on behalf of XXXX. This will include payments for
principal and interest, tax and insurance escrows, maturities and
fees. API will be responsible for all statutory reporting for mortgage
loans. Additionally, API will be responsible for providing XXXX with
the requested mortgage information for credit rating reviews, and for
internal management reporting.
ARTICLE 2. TERM.
The term of this Agreement will commence January 1, 1997, and will renew
annually, unless upon sixty (60) days prior written notice, one party notifies
the other of its election to terminate this Agreement.
ARTICLE 3. AMERUS PROPERTIES, INC.'s CONTROL
API will have uninterrupted control over the day-to-day operation of the
Mortgages and Real Estate, and will manage them in the best interest of XXXX.
ARTICLE 4. LOAN SERVICING COMPENSATION
XXXX will pay for the services provided under this Agreement by the tenth
(10th) day of each month for the current month's services. Calculation of
compensation and other reimbursable amounts are as follows:
Monthly Servicing Fees:
Current month servicing fee equal to one-twelfth (1/12th) of an amount
equal to the sum of the following, calculated as of the first (1st)
day of the month for which such payment is to be made:
Internal Watch List 15 bp X Book Value
Other Loans
External Watch List Loans 25 bp X Book Value
Problem Loans
Delinquency greater than 60 days 50 bp X Book
Value
In the Process of Foreclosure 75 bp X Book Value
Performing and Restructured Loans A Flat Monthly Fee of
$31,000.00
Refinancing/Extension Fees
100% of fees collected by any affiliated company
Late Fees
50% of fees collected
Other Reimbursable Amounts:
Direct payments made by API on behalf of XXXX to taxing
authorities, insurance companies, inspection or appraisal
firms, reasonable travel expenses of API staff, legal fees,
etc.
ARTICLE 5. REMEDIES.
If API or XXXX fail to perform under this Agreement, either party, upon five
(5) days written notice, may terminate this Agreement and are entitled to
utilize any and all remedies and actions at law or in equity available to them
and will be entitled to obtain a judgment for costs and attorney fees as
permitted by law.
ARTICLE 6. NOTICES.
All notices, demands, consents or requests which are either required or
desired to be given or furnished hereunder will be in writing and will be deemed
to have been properly given if delivered personally, by overnight commercial
carrier or sent by United States registered or certified mail, postage paid,
return receipt requested, to the address of the party's hereinabove set out.
By notice, in complying with this section, each party may from time to time
change the address to be subsequently applicable to it for the purpose of this
section. Such notice will be effective on receipt if by personal delivery or
by overnight commercial courier, and on the earlier of actual receipt or three
(3) days following mailing if sent by mail.
ARTICLE 7. RELATIONSHIP, AUTHORITY AND FURTHER ACTION.
API and XXXX will not be construed as joint venturers or partners of each
other and neither will have the power to bind nor obligate the other except as
set forth in this Agreement. API is, however, clothed with and granted such
additional authority and powers as may be necessary to carry out the spirit and
intent of this Agreement.
API is authorized to make, enter into and perform in the name of, for the
account of, on behalf of and at the expense of XXXX, any contracts and
agreements deemed necessary by API to carry out and place in effect the terms
and conditions of this Agreement except API will have no right to encumber the
title of the Real Estate or enter into any contract or agreement in excess of
Fifteen Thousand and No/100 Dollars ($15,000.00), without the express prior
written approval of XXXX.
API and XXXX agree to take all reasonable actions necessary to comply with
the provisions of this Agreement and the intent hereof.
ARTICLE 8. APPLICABLE LAW.
The interpretation, validity and performance of this Agreement will be
governed by the laws of the State of Iowa. If any of the terms and provisions
hereof will be held invalid or unenforceable for any reason, such validity or
unenforceability will in no event affect any of the other terms or provisions
hereof, all such other terms and provisions to be valid and enforceable to the
fullest extent commended by law; provided, however, if in any event any material
part of XXXX'x obligations under this Agreement will be declared invalid or
unenforceable, API will have the option of terminating this Agreement.
ARTICLE 9. SUCCESSORS AND ASSIGNS.
All provisions hereof will inure to and bind the respective successors and
assigns of the parties hereto.
IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this
Agreement effective the day and year first above written.
AmerUs Life Insurance Company
/s/ Xxxxxx X. Xxxxxxxx
By: --------------------------------------------
Xxxxxx X. Xxxxxxxx, Executive Vice President
and Chief Investment Officer
AmerUs Properties, Inc.
/s/ Xxxxx X. Xxxxxxxx
By: --------------------------------------------
Xxxxx X. Xxxxxxxx, Vice President
ACKNOWLEDGMENTS
STATE OF IOWA )
) SS.:
COUNTY OF POLK )
On this 5th day of March, 1997, before me, a Notary Public in and for the
State of Iowa, personally appeared Xxxxxx X. Xxxxxxxx, to me personally known,
who, being by me duly sworn, did say that he is the Executive Vice President and
Chief Investment Officer of AmerUs Life Insurance Company, an Iowa corporation,
and he acknowledged to me that he executed the same for purposes and
consideration therein expressed, in the capacity therein stated, and as the
voluntary act and deed of said corporation.
-----------------------------------------
------------------------, Notary Public
in and for the State of Iowa.
STATE OF IOWA )
) SS.:
COUNTY OF POLK )
On this 5th day of March, 1997, before me, a Notary Public in and for the
State of Iowa, personally appeared Xxxxx X. Xxxxxxxx, to me personally known,
who, being by me duly sworn, did say that he is a Vice President of AmerUs
Properties, Inc., an Iowa corporation, and he acknowledged to me that he
executed the same for the purposes and consideration therein expressed, in the
capacity therein stated, and as the voluntary act and deed of said corporation.
--------------------------------------
------------------------, Notary Public
in and for the State of Iowa.
