Second Addendum to Servicing Agreement



 Exhibit 10.31 
 SECOND ADDENDUM TO SERVICING AGREEMENT 
 This Second Addendum dated as of April 1, 2005 (the
“Addendum”) is made to the Servicing Agreement dated as of August 21, 2001 and amended as of July 1, 2004 (the “Agreement”) by and between GMAC Mortgage Corporation (“GMACM” or “Servicer”), a
Pennsylvania corporation with its principal office at 100 Witmer Road, Horsham, Pennsylvania 19044-0963 and GMAC Bank (the “Bank”), a federal savings bank with its principal office at 3710 Kennett Pike, Greenville, Delaware 19807.

 Explanatory Statement 
 1. GMACM and the Bank have entered into the Agreement, whereby GMACM will service certain residential mortgage loans and lines of credits originated or acquired by the Bank. 
 2. GMACM and the Bank wish to amend Exhibit A to the Agreement as it applies to Servicing Compensation payable to GMACM for its Servicing Activities with
respect to loans held for investment. 
 3. It is the intent of the Bank and GMACM that this Addendum comply with the requirements of
Sections 23A and 23B of the Federal Reserve Act, the applicable provisions of the Home Owners Loan Act, and the implementing OTS regulations. 
 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. The capitalized terms used herein, unless otherwise defined, shall have the meanings set forth in the Agreement. 
 2. Exhibit A to the Agreement is hereby amended and replaced in its entirety by the Servicing Fee Schedule for Held for Investment Loans attached as
Exhibit A hereto. 
 3. 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 GMACM 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 corporate name by one of its duly authorized officers, all as of the date first above written. 
  

							
	ATTEST:	 		 	GMAC MORTGAGE CORPORATION
				
	  
	 		 	By: 	 	


		 		 		 	William Maguire
		 		 	Its: 	 	Senior Vice President
			
	 ATTEST:
 


	 		 	GMAC BANK
	 		 	By: 	 	


	 		 		 	Peter A. Simon
	 		 	Its: 	 	Senior Vice President

  

	1.	As defined in the GMACM service level template attached hereto. 








 Exhibit A 
 Servicing Fee Schedule for Held for Investment (HFI) Loans 
  

			
	Pricing	  	GMACB has chosen not to use the Private Label service offered by NLA, and consequently, the following prices are for servicing with GMACM branding. GMACB will be charged on a pass-thru basis
for certain Firsts and on a sub-servicing invoice basis for certain HFI Firsts, HELs and HELOCs
		
	Sub-servicing Program Set-up
Charge	  	No Charge
		
	 Set Up Fee Per
 Loan/Line
	  	
	From GMACM	  	No Charge
	From Other Parties	  	 Actual out-of-pocket expenses passed through to GMACB plus reasonable GMACM personnel
 costs on a case-by-case basis.

		
	Borrower Web Access	  	No Charge
		
	Service Fee Per Loan/Line	  	Monthly service fee per product

  

	 	1)	For first mortgage loans funded prior to July 1, 2004, classified as HFI and serviced under Investor # 50230 Block # 10003, and for first mortgages classified as HFS; there is
no change from the practice of passing through net interest after deducting the applicable servicing fee (25.0 or 37.5 basis points per annum depending on the loan type) on the outstanding unpaid principal balance. 

  

	 	 2)
	 For HEL – 16.18 basis points and HELOC – 23.43 basis points based on the daily average outstanding balance for
the month, to be invoiced monthly effective July 1, 2004. All HEL and HELOC loans will be serviced using the “consumer/HELOC” service level process.1 


  

	 	 3)
	 For first mortgage “Prime” loans funded subsequent to June 30, 2004, classified as HFI and serviced under
newly established blocks (These will be communicated with the effective date announcement): 1.62 basis points per annum on the daily average outstanding balance for the month, to be invoiced monthly effective when announced on a date to be
determined. All “Prime” loans will be serviced using the “Prime/Base” service level process.1 


  

	 	 4)
	 For first mortgage “Alt-A” loans funded subsequent to March 1, 2005, classified as HFI and serviced under
newly established blocks (these will be communicated with the effective date of the announcement): 2.00 basis points per annum on the daily average outstanding balance for the month, to be invoiced monthly effective when announced on a date to be
determined. All “Alt-A” loans will be serviced using the “Alt-A/Enhanced” service level process.1 



Daily average outstanding balances will be obtained from the servicing system for the affected investor/blocks. GMACM NLA will prepare the invoice and
forward to GMAC Bank Accounting for approval by noon on the second business day of each month for information regarding the prior month. 
  

							
	 Firsts (Prime)
	 	Firsts (Alt-A)	 	HEL	 	HELOC
				
	 1.62 bps/annum
	 	2.00 bps/annum	 	16.18 bps/annum	 	23.43 bps/annum

  

			
	 Ancillary Income
	  	
	Line Fees and Late Charges	  	For account of GMACB
	 Principal and Interest Float
	  	For account of GMACB (P&I receipts are passed to GMACB on an actual basis as received)
	Escrow and Interest Float	  	For account of GMACM (T&I value is given to GMACM)

  

	1.	As defined in the GMACM service level template attached hereto. 









			
	Servicing Activity Fees	  	For account of GMACM (e.g. payoff statements, fax fees) if paid by the Borrower.
	 Optional Products
	  	Revenue of non-banking products retained by GMACM
	 Customer Prepayment Fees
	  	For account of GMACB
	De-Boarding Fee Per Loan for HFI assets sold to a third party	  	Actual out-of-pocket expenses passed through to GMACB plus reasonable GMACM personnel costs








 Service Level Template For HFI Loans 
  

																			
	 #
	  	 	  	 Service Level Name
	  	 Specific Measure Definition
	  	 Prime Base
	  	 Alt-A/Enhanced
	  	 Sub Prime
	  	 Consumer/HELOC
	  	 Sp Serv/Aggressive
	  	 Comments

	  	  	  	  	 Commitment
	  	 Commitment
	  	 Commitment
	  	 Commitment
	  	 Commitment
	  
	1	  	Boarding Default Data	  	Data Entry	  	Data loaded within x days of data delivery	  	100% in 7 business days	  	100% in 7 business days	  		  		  	100% in 7 business days	  	
	2	  	Collections	  	Welcome Call	  	available,% made within # of days	  	Not Applicable	  	Not Applicable	  	100% within 10 days (post boarding)	  	Not Applicable	  	100% within 10 days upon receipt of data	  	
	3	  	Collections	  	Outbound Call Starts	  	First delinquency day for contact	  	Per Freddie Mac Early Indicator Score, Day 17	  	Per Freddie Mac Early Indicator Score, Day 8	  	Day 5	  	Day 2	  	Day 2	  	EI scoring model driven
	4	  	Collections	  	Outbound Call Attempts	  	# of attempts in 30 day delinquency cycle	  	4 attempts, 30 days	  	4 attempts, 30 days	  	10 attempts, 30 days	  	10 attempts, 30 days	  	Daily	  	Prime, Alt-A, sub-prime are EI driven, Consumer are FICO driven
	6	  	Collections	  	Outbound Penetration Rate	  	% of loans with attempted contact from eligibility date	  	95% within 30 days of eligibility date	  	95% within 30 days of eligibility date	  	95% within 5 days of eligibility date	  	95% within 5 days of eligibility date	  	95% daily	  	score, campaigns can start between day 2 and day 31
	7	  	Collections	  	Failed Promise of Payment Recontact Date	  	# of days between fail date and recontact attempt date	  	not to exceed 10 days	  	not to exceed 10 days	  	Daily	  	Daily	  	Daily	  	Promises to pay and repayment plans
	8	  	Correspondence	  	Late Charge Notices Sent	  	% notified of late charge assessed per month	  	95% per month	  	95% per month	  		  		  	95% per month	  	
	9	  	Correspondence	  	Intent to Foreclose/ Breach Letter	  	% notified by x day of delinquency	  	95% by 63rd day of delinquency	  	95% by 32nd day of delinquency	  	95% by 32nd day of delinquency	  	95% by 63rd day of delinquency	  	95% by 32nd day of delinquency	  	
	10	  	Correspondence	  	Breach Letter Expiration Notice	  	% sent by x day of delinquency	  	95% by 95th day of delinquency	  	95% sent 30 days after breach expiration	  	95% sent 30 days after breach expiration	  	Not Applicable	  	95% sent 30 days after breach expiration	  	
	11	  	Property Inspections	  	Initial Inspection	  	% completed by x day of delinquency	  	95% by 45th day of delinquency	  	95% by 45th day of delinquency	  		  		  	95% by 45th day of delinquency	  	
	12	  	Property Inspections	  	Subsequent Inspections	  	% completed monthly until resolution	  	Per FNMA Guides	  	Per FNMA Guides	  		  		  	95% per month	  	
	13	  	Property Valuations	  	Initial BPO ordered	  	% ordered by x day of delinquency	  	95% by 65th day of delinquency	  	95% by 65th day of delinquency	  		  		  	95% by 65th day of delinquency	  	
	14	  	Property Valuations	  	Subsequent BPOs	  	% ordered every 6 months	  	95% once every 6 months	  	95% once every 6 months	  		  		  	95% once every 6 months	  	
	15	  	Foreclosure	  	Referral to Attorney	  	% completed within x days of breach expiration	  	95% within 15 days	  	95% within 15 days	  		  		  	95% within 15 days	  	
	16	  	Foreclosure	  	Timeline Guidelines	  	% completed within Freddie Mac or Insurer guidelines	  	90%	  	90%	  		  		  	95%	  	
	17	  	Foreclosure	  	Title Delay Resolution	  	% of delays resolved within x days unless documentation for delay written	  	95% in 60 days	  	95% in 60 days	  		  		  	95% in 60 days	  	
	18	  	Foreclosure	  	Assignment Delays Resolution	  	% of delays resolved within x days unless documentation for delay written	  	95% in 60 days	  	95% in 60 days	  		  		  	95% in 60 days	  	
	19	  	Bankruptcy	  	Loading new Bankruptcies	  	% loaded within x days of detection	  	95% in 2 business days	  	95% in 2 business days	  		  		  	95% in 2 business days	  	
	20	  	Bankruptcy	  	Proof of Claim Referral	  	% referred to attorney	  	95% referred in 15 business days of detection	  	95% referred in 15 business days of detection	  		  		  	95% referred in 15 business days of detection	  	
	21	  	Bankruptcy	  	Chapter 7 Motion for Relief	  	% referred to attorney	  	95% referred in 15 business days of assignment to bankruptcy processor	  	95% referred in 15 business days of assignment to bankruptcy processor	  		  		  	95% referred in 15 business days of assignment to bankruptcy processor	  	
	22	  	Bankruptcy	  	Chapter 13 Motion for Relief	  	% referred to attorney	  	95% at earliest date, not to exceed 90 days past post petition due date	  	95% at earliest date, not to exceed 90 days past post petition due date	  		  		  	95% at earliest date, not to exceed 90 days past post petition due date	  	
	23	  	Bankruptcy	  	Referral for Next Appropriate Action (Foreclosure, Collection, Loss Mitigation)	  	% referred for next action	  	95% in 3 business days	  	95% in 3 business days	  		  		  	95% in 3 business days	  	
	24	  	Bankruptcy	  	Receipt of Chapter 13 Proposed Plans	  	% reviewed/objected to by confirmation date	  	95%	  	95%	  		  		  	95%	  	
	25	  	Loss Mitigation	  	Solicitation Attempts	  	# of solicitation attempts per month, commencing x	  	2 calling attempts per month after foreclosure referral	  	2 calling attempts per month after foreclosure referral, solicitation card mailed at Day-90	  	2 calling attempts per month after foreclosure referral, solicitation card mailed at Day-60	  	2 calling attempts per month after Day-120	  	2 calling attempts per month after foreclosure referral, solicitation card mailed at Day-60	  	
	26	  	Loss Mitigation	  	Follow-up Packages Sent	  	% called within x business days	  	95% within 15 business days	  	95% within 10 business days	  	95% within 10 business days	  	95% within 10 business days	  	95% within 10 business days	  	-
	27	  	Loss Mitigation	  	Follow-up on Repayment Plans	  	% follow-end up x days prior to plan due date	  	95% within 10 days of plan due date	  	95% within 10 days of plan due date	  	95% within 10 days of plan due date	  	95% within 10 days of plan due date	  	95% within 10 days of plan due date	  	
	28	  	Loss Mitigation	  	Equity Evaluation	  	# of completed evaluations by Day 120	  	Not Applicable	  	Not Applicable	  	90% by the 120th day of default	  	90% by the 120th day of default	  	90% by the 120th day of default	  	
	29	  	REO	  	Marketing-Available for Sale to List	  		  	30 days 95% rolling average	  	30 days 95% rolling average	  		  		  	30 days 95% rolling average	  	
	30	  	REO	  	Marketing-List Date to Sale	  		  	120 days 95% rolling average	  	120 days 95% rolling average	  		  		  	120 days 95% rolling average	  	
	31	  	REO	  	Marketing-Executed contract to close date	  		  	45 days 95% rolling average	  	45 days 95% rolling average	  		  		  	45 days 95% rolling average	  	
	32	  	REO	  	Cash Proceeds-Sales Price to Market Value	  		  	97% average	  	97% average	  		  		  	97% average	  	
	33	  	REO	  	less Closing Costs and Concessions to Market Value	  		  	87% average	  	87% average	  		  		  	87% average	  	
	34	  	Post Sale	  	Claim to Insurer	  	% within x days of disposition	  	95% within 30 days	  	95% within 30 days	  		  		  	95% within 30 days	  	
	35	  	Post Sale	  	Claim to Investor	  	% within x days of disposition	  	95% within 30 days	  	95% within 30 days	  		  		  	95% within 30 days	  	
	36	  	Post Sale	  	Liquidation Reports	  	% within x days of disposition	  	95% within days	  	95% within 5 days	  		  		  	95% within 5 days	  	
	37	  	Cash Posting	  	Posting of Funds (Forbearance and Bankruptcy plans)	  	% within x business days	  	95% in 2 business days	  	95% in 2 business days	  		  		  	95% in 2 business days	  	
	38	  	Lien Release and Subordinations	  	Subordinations	  	% completed in x business days	  	95% within 15 business days	  	95% within 12 business days	  		  		  	95% within 10 business days