Exhibit 10.25
CLIENT CONTRACT
Client Contract dated as of
March 01, 2008 (“Contract”) between Residential
Funding Company, LLC, a Delaware limited liability company
(“RFC”), GMAC Bank, a Utah industrial bank
(“GMACB”) (individually and collectively, RFC and GMACB
are “Purchaser”) and GMAC Mortgage, LLC, a Delaware
limited liability company (“GMACM”).
GMACM desires to sell Loans to
Purchaser, and Purchaser desires to purchase Loans from GMACM,
pursuant to the terms and conditions of this Contract and the
Guide. “Loan” means a residential mortgage loan sold or
intended to be sold by GMACM to Purchaser and may be further
described in the Guide.
Under Federal Reserve System
Regulation W (12 CFR §223.1 et. seq. ), GMACM and GMAC
Bank are affiliates of each other. GMACM and Bank intend that this
Agreement comply with requirements of Sections 23A and 23B of the
Federal Reserve Act (12 USC §221 et. seq. ) and with
implementing federal regulations.
GMACM and PURCHASER agree as
follows:
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1.
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Guide. The GMAC-RFC Client Guide, as amended or
replaced, (“Client Guide”) applies to the Loans that
are sold to RFC and to the sale of the Loans to RFC. The GMAC Bank
Correspondent Manual, as amended or replaced (“Correspondent
Manual”) applies to the Loans that are sold to GMACB and to
the sale of Loans to GMACB. GMACM agrees to all of the terms and
conditions of the Guide, including the representations, warranties
and covenants.
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2.
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Commitment
Letters. Purchaser may
offer to enter into one or more commitment letters with GMACM,
which may include forward commitments, pricing incentives, or other
commitments (“Commitment Letters”). By executing and
delivering a Commitment Letter, GMACM agrees to its terms and
conditions.
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3.
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Incorporation by Reference.
The Guide, Commitment Letters, and
any related documents (together with this Contract, the
“Program Documents”) are incorporated by reference into
this Contract as if fully set forth in it.
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4.
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Amendments. This Contract and Commitment Letters may be
amended only by a writing signed by Purchaser and GMACM. The Guide
may be amended as set forth therein.
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5.
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Governing
Agreement. This
Contract’s terms and conditions will control in the event of
any direct conflict between this Contract and the applicable Guide.
The Commitment Letter’s terms and conditions will control in
the event of any direct conflict between (i) this Contract and
the Commitment Letter, or (ii) the applicable Guide and the
Commitment Letter.
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6.
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Directors’ Resolution.
At Purchaser’s request, GMACM
must deliver to Purchaser (i) a certified resolution of its
board of directors authorizing the execution, delivery and
performance of this Contract, (ii) other evidence of
existence, good standing and authority as Purchaser may require,
and (iii) such other documents as Purchaser may
require.
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7.
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Purchaser’s Remedies.
If a default or an event of default
(however defined in one or more of the Program Documents) occurs,
Purchaser may exercise one or more of the remedies set forth in the
Guide.
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8.
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Suspension
and Termination. Purchaser may suspend or terminate the Program
Documents, and GMACM’s ability to sell Loans to Purchaser as
set forth in the Guide.
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9.
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Relationship
of the Parties. GMACM is
an affiliate Purchaser. GMACM is not an agent or partner of
Purchaser and has no authority and is intended to have no power to
create, extinguish, or modify any right, obligation, or liability
of Purchaser to any person whatsoever.
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10.
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Assignment. GMACM cannot transfer or assign the Program
Documents. Purchaser may at any time, without notice to or the
consent of GMACM, transfer or assign, in whole or in part, its
rights under the Program Documents, with respect to any Commitment
Letter or Loan, and the benefits under the Program Documents will
inure to the benefit of Purchaser’s successors and
assigns.
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11.
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Notices. All notices, requests, demands or other
communications under this Contract (“Notices”) must
conform to the requirements of the Guide. Notices to Purchaser must
be directed to the address for Notice set forth in the Guide.
Notices to GMACM will be addressed as follows (or at such other
address as may be designated by GMACM in a Notice to
Purchaser):
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Name:
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GMAC Mortgage,
LLC
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Address:
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1100 Virginia
Drive
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Ft. Washington
PA 19034
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Attention:
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James
Young
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With Copy to
General Counsel at same address
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E-Mail:
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James.Young@gmacrescap.com
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12.
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Governing
Law. The Program
Documents are governed by the laws of the State of Minnesota,
without reference to its principles of conflicts of
laws.
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13.
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Jurisdiction
and Venue. At the sole option of Purchaser, the Program Documents
shall be enforced in any state or federal court within the State of
Minnesota. GMACM consents to the jurisdiction and venue of those
courts, and waives any objection to the jurisdiction or venue of
any of those courts, including the objection that venue in those
courts is not convenient. Any such suit, action or proceeding may
be commenced and instituted by service of process upon GMACM by
first class registered or certified mail, return receipt requested,
addressed to GMACM at its address provided in paragraph 11, above.
GMACM’s consent and agreement under this section does not
affect Purchaser’s right to accomplish service of process in
any other manner permitted by law or to commence legal proceedings
or otherwise proceed against G
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