Exhibit 10.22
Final 6/1/07
SECOND ADDENDUM TO ADMINISTRATIVE
SERVICES AGREEMENT
This Second Addendum dated and
effective as of August 1, 2007 (the “Addendum”) is
made to the Administrative Services Agreement dated as of
November 22, 2006 (the “Agreement”) by and between
GMAC Mortgage, LLC (the “Affiliate”), a Delaware
limited liability company, and GMAC Bank on behalf of itself and
its subsidiaries, GMACB Asset Management Corp. and GMAC Wholesale
Mortgage Corp (the “Bank” or “GMACB”), a
Utah industrial bank.
Explanatory
Statement
1. The Affiliate and the Bank wish
to amend the Agreement to provide additional terms and conditions
governing the Affiliate’s performance of Services on behalf
of the Bank.
2. It is the intent of the Bank and
the Affiliate that this Addendum comply with the requirements of
Sections 23A and 23B of the Federal Reserve Act and the Federal
Reserve Board’s Regulation W.
NOW, THEREFORE, in consideration of
the mutual covenants and promises contained herein, the parties
hereto, intending to be legally bound, hereby agree as
follows:
1. Exhibit A to the Agreement is
hereby amended and replaced in its entirety by the Schedule of
Services attached as Exhibit A hereto.
2. Any conflict between the
provisions of this Addendum and those of the Agreement shall be
resolved in favor of the provisions of this Addendum. Except as
expressly set forth in this Addendum, no modification of the
Agreement is made or intended to be made by this Addendum, and the
Agreement, as amended by this Addendum, is confirmed and reaffirmed
by the Affiliate and the Bank and shall be and remain in full force
and effect.
IN WITNESS WHEREOF, each of the
undersigned parties to this Addendum has caused this Addendum to be
duly executed in its name by one of its duly authorized officers or
members, all as of the date first above written.
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ATTEST:
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GMAC Mortgage,
LLC
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By:
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James
Young
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Its: Chief
Financial Officer
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ATTEST:
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GMAC
BANK
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By:
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Robert
Groody
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Its: Chief
Mortgage Accountant
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Final 8/1/07
Exhibit A
SCHEDULE OF SERVICES AND FACILITIES
TO BE PROVIDED BY GMACM
GMACM shall be responsible for
providing the following Services to GMAC Bank:
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(1)
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Human
Resources/Payroll
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(A) Provide and/or facilitate
payroll services for GMAC Bank, including maintenance of human
resources and payroll systems, payroll processing, transmission of
payroll interface file to accounting, payroll tax withholding and
remittance, W-2 processing and filing;
(B) In connection with the employees
referred to in clause (A) above, prepare and file, or cause to
be prepared and filed, all federal, state and local payroll and
wage tax returns and such reports and documents, make such payments
and perform all other acts, as may be necessary or proper to comply
with the terms and conditions of the Social Security, unemployment,
workers’ compensation and all other applicable laws,
ordinances and regulations of each jurisdiction in which they may
be employed, except that the Bank will be responsible for
filing all appropriate EEO-1 reports regarding the employees of
GMAC Bank, and GMACM agrees to provide any necessary information
from its payroll system to assist with said reports;
(C) Administer all benefits provided
to employees and provide other human resources services, including,
without limitation, administering and approving any compensation or
benefit payments, establishing and administering personnel
policies, providing employee relations services, providing training
services; and
(D) Provide staffing resources to
attract, interview and hire new employees of GMAC Bank, including,
without limitation, approving new employees’
compensation.
All services identified above shall
be provided to GMAC Bank and its subsidiaries at no
charge.
Final 8/1/07
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(2)
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Information Technology
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A. Provide internal information
technology services to GMAC Bank necessary for the operation of its
business and, in connection therewith, purchase and maintain
computer hardware, software, databases and all computer networks
necessary to permit GMAC Bank to conduct its activities in a
professional manner and service its clients and others with whom it
may deal. GMACM represents and warrants to GMAC Bank that all of
the data and other information obtained by GMAC Bank from its
clients or others with whom it deals shall be held in strict trust
and confidence and shall only be accessible by persons engaged in
the operation of GMAC Bank’s business, unless otherwise
specifically consented to in writing by GMAC Bank. GMACM
acknowledges that a high level of confidentiality is necessary in
order for GMAC Bank to compete effectively for clients and to have
its reports acceptable to financial institutions and others for
whom they are intended. GMACM will, therefore, secure such
information and data within GMAC Bank’s information system so
that it will not be accessible by unauthorized persons.
B. GMAC BANK INFORMATION TECHNOLOGY
INFRASTRUCTURE OPERATIONS SERVICE AGREEMENT
GMAC Bank IT infrastructure
operations are governed by a specific service agreement.
See attachment II for detailed
terms and conditions.
Final 8/1/07
C. Provide services of a qualified
Chief Information Officer (“CIO”) and necessary
support staffing to the Bank to serve as part of senior management,
reporting directly to the President with matrix reporting roles
within the GMACM/GMAC Residential IT organization. The CIO is
responsible for bridging business needs and information technology,
including working with the business to define their needs and
provide cost-effective solutions. The CIO’s responsibilities
include but are not limited to the following :
1) Providing strategic information
technology direction and solutions to business partners in support
of revenue generation, diversification, retention, and key bank
programs and goals.
2) Working closely with the business
leadership to define long term information technology
vision.
3) Developing a comprehensive
strategy for management information needs, including new systems
solutions or major improvements to existing application systems,
and related hardware acquisition and integration.
4) Directing all IT related
strategic and tactical planning and systems implementation
activities associated with the business.
5) Establishing, monitoring and
enforcing policies and procedure direction, technical standards,
methodologies, and priorities.
6) Working with GMACR finance and
senior GMACR managers to develop appropriate cost allocations
models, IT software development budgets, and cost
reductions.
7) Managing IT vendor
relationships.
8) Managing, planning and
implementing applications development efforts including new and
legacy systems, enhancements and maintenance.
9) Overseeing business requirement
analysis and implementation, managing priorities, and ensuring
standards of excellence and user satisfaction.
10) Providing cutting edge and
relevant technology expertise for business development purposes to
ensure a competitive edge.
11) Providing strategic and tactical
planning, development, evaluation, and coordination of the
information technology applications
Final 8/1/07
D. Information Security Program
and Policy.
See Attachments III for complete
Information Security Program and Policy
All services identified above shall
be provided to GMAC Bank and its subsidiaries at no
charge.
Final 8/1/07
Maintain appropriate records of all
GMAC Bank activities hereunder and make such records available for
inspection by the Bank, by counsel, regulators, auditors and
authorized agents of GMAC Bank, upon prior written notice at any
time during normal business hours. Consult with GMAC Bank and
furnish advice and recommendations with respect to Generally
Accepted Accounting Principles/Financial Reporting
issues.
(A) Accounting Information
Systems (AIS) . Daily monitoring of transaction feeds to
General Ledger system. General Ledger system use, maintenance and
user support. Ad hoc report preparation and testing as requested by
GMAC Bank.
(B) Accounts Payable .
Pay all authorized bills and charges incurred by GMAC Bank in the
operation of its business, Invoice imaging and retrieval, 1099
processing, positive pay file procedures, vendor file maintenance
and customer service related to all.
(C) Default.
Preparation of OTS Schedules VA and PD quarterly, classification of
assets, delinquency reporting, adequacy of loan loss reserves,
other analysis and reporting as requested. Provide support for
regulatory examinations and Audits. Provide support to GMAC Bank
officers and staff for financial forecasting of credit loss and
delinquency trends.
(D) Enterprise Reporting
Accounting . Preparation of reconciliation of certain Loans
Held for Sale and Held for Investment portfolios in accordance with
generally accepted accounting principles. Product and
reconciliation accounts may include both First and Second
Mortgages. Research and clearing of reconciliation items via
journal entry.
(D) Preparation of reconciliation
for the following products in accordance with generally accepted
accounting principles: Home equity Loans, Home Equity Lines, Home
Equity Purchase Premium general accounts and Accrued Interest
Receivable. Research and clearing of reconciliation items via
journal entry.
(E) Fixed Assets .
Load Fixed Assets to the system, perform Fixed Asset Reporting and
monthly file maintenance and processing of journal
entries.
(F) Lending Accounting
. In accordance with generally accepted accounting principles,
provide daily processing of loans purchased and sold by GMAC Bank
as well as preparation of all necessary journal entries, cash
remittances and reconciliations related to these transactions.
Identification of loans on Bank’s balance sheet for
elimination entries. Preparation of journal entries to record loan
activity, cash transactions and reconciliations for non purchase
and sale transactions. This would include the capitalization of
MSR’s when loans are sold in accordance with generally
accepted accounting principles.
(G) In accordance with generally
accepted accounting principles, provide daily processing of loans
purchased and sold by GMAC Bank as well as preparation of all
necessary journal entries to record these transactions.
Identification of loans on Bank’s balance sheet for
elimination entries. Preparation of journal entries to record loan
activity not related to sales or purchases.
Final 8/1/07
(G) Tax . Prepare for
execution, cause to be filed and pay such income, franchise,
personal property or other tax returns and filings of GMAC Bank as
shall be required to be filed by applicable law and/or as governed
by agreements with affiliates. Provide tax planning advice where
applicable and prepare tax accrual information as necessary to
satisfy quarterly and annual estimated payments.\
(H) MSR Accounting
. In accordance with
generally accepted accounting principles, provide daily processing
of servicing cash flows received from the MSR portfolio as well as
preparation of all necessary journal entries to record these
transactions. Preparation of reconciliation for MSR’s and
related advances; P&I, T&I and various foreclosure
accounts. Prepare the valuation of the MSR portfolio, fair value
support documentation, MSR Swap cash f