EXHIBIT 99.8
EXECUTION VERSION
AMENDMENT NO. 1
to
SERVICING AGREEMENT
Between
WASHINGTON MUTUAL BANK, FA
(Servicer)
and
XXXXXX BROTHERS BANK, FSB
(Owner)
Dated as of December 1, 2001
Amendment No. 1 to Servicing Agreement
This Amendment No. 1 to Servicing Agreement dated as of December 1,
2001 (the "Amendment") is by and between Xxxxxx Brothers Bank, FSB, a savings
bank organized under the laws of the United States, as owner (the "Owner"), and
Washington Mutual Bank, FA, a savings association organized under the laws of
the United States (the "Servicer"). Unless otherwise defined herein, capitalized
terms shall have the meaning given to them in that certain Servicing Agreement
by and between the Owner and the Servicer dated as of January 1, 2001 (the
"Servicing Agreement").
RECITALS
WHEREAS, pursuant to the terms and conditions of the Servicing
Agreement, the Servicer has agreed to service certain Mortgage Loans purchased
by the Owner from time to time, on a flow basis, pursuant to that certain
Mortgage Loan Purchase and Sale Agreement dated as of January 1, 2001 (the
"Purchase Agreement") by and among the Owner, as purchaser, Washington Mutual
Bank, FA, a savings association organized under the laws of the United States,
Washington Mutual Bank fsb, a savings bank organized under the laws of the
United States, and Washington Mutual Bank, a Washington state chartered stock
savings bank, as sellers.
WHEREAS, the Purchaser and the Sellers desire to amend the Servicing
Agreement with respect to the Mortgage Loans serviced thereunder.
NOW, THEREFORE, and in consideration of other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties agree as follows:
AGREEMENT
1. Amendment to Definition of "Due Period". The definition of "Due
Period set forth in Article I of the Servicing Agreement is hereby amended and
restated to read in its entirety as follows:
"Due Period: The period beginning on the second day of any
month and ending on the first day of the immediately following month."
2. Amendment to Section 2.12(g). Section 2.12(g) of the Servicing
Agreement is hereby amended and restated to read in its entirety as follows:
"(g) The Owner hereby constitutes and appoints the Servicer as
its true and lawful attorney-in-fact, with full power and authority to
sign, execute, acknowledge, deliver, file for record and record any
instrument on its behalf and to perform such other act or acts as may
be customarily and reasonably necessary and appropriate to effectuate
the transactions contemplated by this Section 2.12, in each case as
fully as the Owner might or could do. The Owner ratifies and confirms
all that the Servicer, as such attorney-in-fact, shall lawfully do or
cause to be done by authority hereof. In all instances where the
Servicer acts on the Owner's behalf pursuant to this Section 2.12(g),
the Servicer shall take such action in accordance with the Acceptable
Servicing Procedures. Third parties without actual notice may rely upon
the exercise of the power granted under this power of attorney, and may
be satisfied that this power of attorney shall continue in full force
and effect and has not been revoked unless this Agreement is terminated
as provided herein. If requested by the Servicer, the Owner shall
furnish the Servicer with any instrument or document necessary or
appropriate to evidence or confirm the power of attorney granted in
this Section 2.12(g), including one or more separate instruments or
documents in recordable form for recordation in any jurisdiction in
which any Mortgaged Property is located."
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3. Amendment to Section 5.1(b). Section 5.1(b) of the Servicing
Agreement is hereby amended and restated to read in its entirety as follows:
"(b) With respect to any Mortgage Loan, in the event that the
Owner records or causes to be recorded in the appropriate public
recording office of the jurisdiction in which the related Mortgaged
Property is located the related Assignment of Mortgage which designates
the Owner, or any securitization trustee, as the holder of record of
the Mortgage and the Owner or such securitization trustee, as
applicable, in its capacity as the holder of record, receives written
notice of any action with respect to the related Mortgage or the
related Mortgaged Property, the Owner shall send (or shall cause such
securitization trustee to send) a copy of such notice to the Servicer
immediately in accordance with the provisions of Section 9.8. The Owner
agrees that the Servicer shall have no liability to the Owner for the
Owner's failure to comply with the provisions set forth in this
paragraph."
4. Amendment to Section 9.8. Section 9.8 of the Servicing Agreement is
hereby amended and restated to read in its entirety as follows:
"All demands, notices, consents, waivers and other
communications hereunder shall be in writing and shall be deemed to
have been duly given (x) in the case of any notice of an Event of
Default, if mailed by registered mail, postage prepaid and (y) in the
case of any other demand, notice, consent, waiver or other
communication, if personally delivered, mailed by registered mail,
postage prepaid, delivered by air courier or sent by facsimile to:
in the case of the Servicer, at the address set forth below or
such other address as may hereafter be furnished to the Owner in
writing by the Servicer:
Washington Mutual Bank, FA
00000 Xxxxxxx Xx.
X000000
Xxxxxxxxxx, XX 00000
Attention: Vice President, Investor Reporting
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
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in the case of the Owner, at the address set forth below, or
such other address as may hereafter be furnished to the Servicer by the
Owner:
Xxxxxx Brothers Bank, FSB
0 Xxxxx Xxxxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Contract Finance
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
and in the case of any subsequent Owner, as set forth in written notice
supplied to the Servicer by such subsequent Owner.
Notwithstanding the foregoing any demand, notice, consent,
waiver or communication (other than those referred to in clause (x)
above) may be given by any other means if the parties hereto agree to
such alternative means in writing."
5. Miscellaneous.
(a) On and after the date of this Amendment, each reference in the
Servicing Agreement to "this Agreement," "hereunder," "hereof," "herein" or
words of like import, shall mean and be a reference to the Servicing Agreement,
as amended by this Amendment.
(b) Except as specifically amended above, the Servicing Agreement is
and shall continue to be in full force and effect and is hereby ratified and
confirmed in all respects.
(c) This Amendment may be executed in any number of counterparts and by
different parties in separate counterparts, each of which taken together shall
constitute one and the same original.
(d) This Amendment shall be governed by and construed in accordance
with the laws of the State of New York, without reference to the choice of law
doctrine of such state.
[Signature Page Follows]
IN WITNESS WHEREOF, this Amendment No. 1 to Servicing Agreement is agreed and
accepted as of the day and year first above written.
WASHINGTON MUTUAL BANK, FA
By:
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Name:
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Title:
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XXXXXX BROTHERS BANK, FSB
By:
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Name:
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Title:
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