GMAC
Commercial Mortgage
Annual Certification by Officer
For the Year Ended December 31, 2003
United States Department of Education
College and University Facility Loan Trust Two
Pursuant to Section 206 and 207 of the Servicing Agreement, I attest that:
i. A review of the activities of GMAC Commercial Mortgage Corporation as
Servicer during the period under this Servicing Agreement has been made
under my supervision, and, to the best of my knowledge, based on such
review, GMAC Commercial Mortgage Corporation as Servicer, has fulfilled
in all material respects, all of its duties, responsibilities, or
obligations under this Servicing Agreement throughout the period.
ii. I confirm that GMAC Commercial Mortgage Corporation as Servicer is in
compliance with the requirements of Section 202.
GMAC COMMERCIAL MORTGAGE CORPORATION
/s/ Brian T. Stauffer
By: Brian T. Stauffer
Title: Senior Vice President
Date: January 29, 2004
GMAC Commercial
Mortgage Corporation
Report on Compliance with Minimum
Servicing Standards
December 31, 2003
Exhibit I
Management's Assertion Concerning Compliance
With Company Servicing Policy
February 23, 2004
As of and for the year ended December 31, 2003, GMAC Commercial Mortgage
Corporation (the "Company") has compiled in all material respects with the
minimum servicing standards set forth in the Company's Servicing Policy
(attached in Exhibit I), which were derived by management from the Mortgage
Bankers Association of America's Uniform Single Attestation Program for Mortgage
Bankers, except that with respect to the requirement to maintain borrower funds
in appropriate custodial accounts in trust for investors in accordance with
applicable servicing agreement requirements, the Company did not in 2003 timely
transfer reserve account balances for 550 Company originated loans. Such reserve
account balances, which totaled $85 million at September 30, 2003, were recorded
and reconciled at a loan-level. In the fourth quarter of 2003, the reserve funds
were transferred to appropriate custodial bank accounts and existing mitigating
and detective controls were enhanced so that, consistent with Company policy,
upon loan sale all escrow funds, including reserve funds, are timely transferred
to appropriate custodial bank accounts as required in applicable servicing
agreement.
As of December 31, 2003, the Company was covered by various General Motors
Corporation insurance policies providing for $125 million of fidelity bond
insurance and $100 million of errors and omissions insurance.
/s/ Robert D. Feller
Chief Financial Officer
/s/ Michael I. Lipson
Executive Vice President Global Servicing
/s/ Wayne D. Hoch
Executive Vice President and Chief Financial Officer
Exhibit II
GMAC COMMERCIAL MORTGAGE CORPORATION
MININUM SERVICING POLICY
I. CUSTODIAL BANK ACCOUNTS
1. Reconciliations shall be prepared on a monthly basis for all
custodial bank accounts and related bank clearing accounts. These
reconciliations shall:
o be mathematically accurate;
o be prepared within forty-five (45) calendar days after the cutoff date;
o be reviewed and approved by someone other than the person who prepared
the reconciliation; and
o document explanations for reconciling items. These reconciling items
shall be resolved within ninety (90) calendar days of identification.
2. Funds of the servicing entity shall be advanced as specified in
the servicing agreement in cases where there is an overdraft in an
investor's or a mortgagor's account and an advance is specified in
the Investor's Servicing Agreement.
3. All cash for each custodial account shall be maintained at a
federally insured depository institution in trust for the
applicable investor or in an investment account in accordance with
the applicable servicing agreement requirements.
4. Escrow funds held in trust for a mortgagor shall be returned to
the mortgagor within thirty (30) calendar days of payoff of the
mortgage loan.
II. MORTGAGE PAYMENTS
1. Mortgage payments which are properly identified with the Company's
account number and which agree to the total amount of the
scheduled payment due shall be deposited into the clearing bank
accounts and related custodial bank accounts within two business
days of receipt. Any mortgage payments which do not meet these
parameters will be researched and deposited into the appropriate
bank accounts within five business days of receipt.
2. Mortgage payments made in accordance with the mortgagor's loan
documents shall be posted to the applicable mortgagor records
within two business days of receipt.
3. Mortgage payments shall be allocated to principal, interest,
insurance, taxes or other escrow items in accordance with the
mortgagor's loan documents.
Exhibit II
4. Mortgage payments identified as loan payoffs shall be allocated in
accordance with the mortgagor's loan documents.
III. DISBURSEMENTS
1. Disbursements made via wire transfer on behalf of a mortgagor or
investor shall be made only by authorized personnel.
2. Disbursements made on behalf of a mortgagor or investor shall be
posted within two business days to the mortgagor's or investor's
records maintained by the servicing entity.
3. Tax and insurance payments for those loans that are escrowed shall
be made on or before the penalty or insurance policy expirations
date, as indicated on tax bills and insurance premium notices,
respectively, provided that such support has been received by the
servicing entity at least thirty (30) calendar days prior to these
dates, and the mortgagor has agreed with the amounts due.
4. Any late payment penalties paid in conjunction with the payment of
any tax bill or insurance premium notice shall be paid from the
servicing entity's funds and not charged to the mortgagor, unless
the late payment was due to the mortgagor's error or omission.
5. Amounts remitted to investors per the servicer's investor reports
shall agree with cancelled checks, or other form of payment, or
custodial bank statements.
6. Unissued checks shall be safeguarded so as to prevent unauthorized
access.
IV. INVESTOR ACCOUNTING AND REPORTING
1. Monthly investor reports shall be sent on a monthly basis listing
the total unpaid principal balance and number of loans serviced.
V. MORTGAGOR LOAN ACCOUNTING
1. The servicing entity's mortgage loans shall agree with, or
reconcile to, the records of mortgagors with respect to the unpaid
principal balance on a monthly basis.
2. Adjustments on ARM loans shall be computed based on the related
mortgage note and any ARM rider.
3. Escrow accounts shall be analyzed, in accordance with the
mortgagor's loan documents, on at least an annual basis.
Exhibit II
4. Interest on escrow accounts, if required by the mortgage
documents, shall be paid, or credited, to mortgagors in accordance
with the borrower agreements.
VI. DELINQUENCIES
1. Records documenting collection efforts shall be maintained during
the period a loan is in default and shall be updated at least
monthly. Such records shall describe the entity's activities in
monitoring delinquent loans including, for example, phone calls,
letters and mortgage payment rescheduling plans in cases where the
delinquency is deemed temporary.
VII. INSURANCE POLICIES
1. A fidelity bond and errors and omissions policy shall be in effect
on the servicing entity in the amount of coverage represented to
investors in management's assertion.