SUBSERVICING AGREEMENT
THIS SUBSERVICING AGREEMENT ("Agreement"), entered into this 1st day of
July, 1997 between The CIT Group/Consumer Finance, Inc., having an office and
place of business at ▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ (hereinafter referred
to as "Master Servicer"), and The CIT Group/Sales Financing, Inc. having an
office and place of business at ▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇,
(hereinafter referred to as "Subservicer").
W I T N E S S E T H :
WHEREAS, Master Servicer originated or purchased certain mortgage
loans, and has sold such mortgage loans to an affiliate, which in turn sold such
Mortgage Loans to a trust, which issued certain securities known as Home Equity
Loan Asset Backed Certificates, Series 1997-1;
WHEREAS, Master Servicer is obligated to service such mortgage loans;
WHEREAS, Subservicer desires to subservice such mortgage loans in
accordance with the terms and conditions set forth herein, and Master Servicer
desires to retain Subservicer for such purpose;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained, it is agreed by and between Master Servicer and
Subservicer, as follows;
Article I. Meaning of Terms.
Unless otherwise defined herein, all capitalized terms in this
Agreement have the meanings given to them in the Pooling and Servicing Agreement
dated as of July 1, 1997.
Article II. Subservicer's Subservicing Obligations.
The Master Servicer hereby delegates to the Subservicer and the
Subservicer agrees to perform all of the Master Servicer's servicing obligations
with respect to the Mortgage Loans, as set forth in the Pooling and Servicing
Agreement, except that Master Servicer shall, and Subservicer shall not be
obligated to: (1) confirm that Mortgages have been recorded, (2) confirm that
title policies have been issued on Mortgage Loans for which Master Servicer has
requested title insurance, (3) record mortgage releases and similar documents,
and (4) maintain loan files. Subservicer shall exercise the same care that it
customarily employs and exercises in servicing and administering mortgage loans
for its own account, giving due consideration to accepted mortgage servicing
practices of prudent lending institutions.
Article III. Subservicer Cannot Resign.
Subservicer agrees that it cannot resign as Subservicer under this
Agreement or under the Pooling and Servicing Agreement.
Article IV. Master Servicer's Modification of Subservicer's Obligations or
Termination of Subservicer's Responsibilities.
In addition to those services Master Servicer will perform as set forth
above, the Master Servicer may elect, subject to the provisions of this Article
IV, to relieve Subservicer of certain other servicing obligations required by
the Pooling and Servicing Agreement. Subject to the provisions of this Article
IV, Master Servicer may also terminate all of Subservicer's obligations under
this Agreement. The Master Servicer cannot materially decrease Subservicer's
obligations in connection with collections, lockbox arrangements, payment
processing, or foreclosure activities, or terminate all of Subservicer's
obligations, unless the Rating Agency Condition is satisfied. In addition, if a
Termination Event has occurred and is continuing, the Trustee may terminate the
Master Servicer under the Pooling and Servicing Agreement and the Subservicer
under this Agreement.
Article V. Trustee is Intended Third Party Beneficiary.
Subservicer agrees that the Trustee is the intended third party
beneficiary of this Agreement, and that Trustee has the right to enforce this
Agreement as if it were a party to the Agreement.
Article VI. Subservicer's Fee for Subservicing.
Master Servicer shall pay a fee to Subservicer for each Mortgage Loan
serviced hereunder in an amount as may be mutually agreed to by Master Servicer
and Subservicer.
Article VII. Governing Law.
This Agreement shall be interpreted and construed in accordance with
the laws of the State of New Jersey, without regard to its internal conflict of
laws rules.
Article VII. Miscellaneous.
The parties shall, at their own expense, execute all other documents
and take all other steps requested by each other from time to time to perform
the covenants and obligations herein and effectuate the intent hereof. The
provisions of this Agreement cannot be waived or modified except in a writing
signed by the Subservicer, Master Servicer, and the Trustee.
Subservicer's representations and warranties shall survive the
termination of this Agreement. This Agreement may be executed in counterparts,
all of which taken together shall
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constitute one and the same instrument. Headings and titles are for convenience
only and shall not influence the construction or interpretation of this
Agreement. When used herein, the term "include" or "including" shall mean
without limitation by reason of enumeration.
IN WITNESS WHEREOF, Master Servicer and Subservicer have had their authorized
officers sign below.
THE CIT GROUP/CONSUMER FINANCE, INC.
(Master Servicer)
By: ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Its: Vice President
THE CIT GROUP/SALES FINANCING, INC.
(Subservicer)
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Its: Executive Vice President
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