EX 99.18
AMENDMENT NO. 1
TO THE SELLERS WARRANTIES AND SERVICING AGREEMENT
This is Amendment Xx. 0 (xxx "Xxxxxxxxx Xx. 0"), dated as
April 25, 2002 (the "Amendment Date"), by and between Xxxxxx Capital, A Division
of Xxxxxx Brothers Holdings, Inc., (the "Purchaser"), and Commercial Federal
Mortgage Corporation, (the "Seller") to that certain Sellers Warranties and
Servicing Agreement dated as of September 1, 2001 by and between the Seller and
the Purchaser (the "Existing Servicing Agreement", as amended by this Amendment
1, the "Servicing Agreement").
W I T N E S S E T H
WHEREAS, the Seller and the Purchaser have agreed, subject to
the terms and conditions of this Amendment No. 1 that the Existing Servicing
Agreement be amended to reflect certain agreed upon revisions to the terms of
the Existing Servicing Agreement.
Accordingly, the Seller and the Purchaser hereby agree, in
consideration of the mutual premises and mutual obligations set forth herein,
that the Existing Servicing Agreement is hereby amended as follows:
1. Article I of the Existing Servicing Agreement is hereby amended by
deleting the existing definition of Qualified Depository in its
entirety and replacing it with the following:
"Qualified Depository: A depository the accounts of which are
insured by the FDIC through the BIF or the SAIF and the debt
obligations of which are rated AA or better by Standard &
Poor's Corporation; provided that with respect to funds
relating to Mortgage Loans which have sold to a third party in
a Whole Loan Transfer, the Seller may be a "Qualified
Depository"."
2. Effective Date. This Amendment shall become effective on the date (the
"Amendment Effective Date") on which the following conditions precedent
shall have been satisfied:
(a) On the Amendment Effective Date, the Purchaser shall have
received the following, each of which shall be satisfactory to
the Purchaser:
(i) this Amendment, executed and delivered by a duly
authorized officer of the Seller and the Purchaser;
(ii) such other documents as the Purchaser or counsel to
the Purchaser may reasonably request.
(b) On the Amendment Effective Date, (i) the Seller shall be in
compliance with all the representations and warranties set
forth in Section 3.01 of the Servicing Agreement, as amended
by this Amendment No. 1, on its part to be observed or
performed, (ii) no default shall have occurred and be
continuing on such date.
3. Except as expressly amended and modified by this Amendment, the
Existing Servicing Agreement shall continue to be, and shall remain, in
full force and effect in accordance with its terms.
4. This Amendment No. 1 shall be construed in accordance with the laws of
the State of New York, and the obligations, rights and remedies of the
parties hereunder shall be determined in accordance with such laws.
5. This Amendment No. 1 may be executed in one or more counterparts and by
different parties hereto on separate counterparts, each of which, when
so executed, shall constitute one and the same agreement.
6. This Amendment No. 1 shall inure to the benefit of and be binding upon
the Purchaser and the Sellers under the Existing Servicing Agreement,
and their respective successors and permitted assigns.
[Signatures Commence on Following Page]
IN WITNESS WHEREOF, the parties have caused their names to be
signed hereto by their respective officers thereunto duly authorized as of the
day and year first above written.
XXXXXX CAPITAL, A DIVISION OF XXXXXX
BROTHERS HOLDINGS, INC.
Purchaser
By:_________________________________
Name:_______________________________
Title:______________________________
COMMERCIAL FEDERAL MORTGAGE
CORPORATION
Seller
By:_________________________________
Name:_______________________________
Title:______________________________
