FIRST AMENDMENT TO MORTGAGE LOAN SALE,
WARRANTIES AND SERVICING AGREEMENT
This FIRST AMENDMENT TO MORTGAGE LOAN SALE, WARRANTIES AND SERVICING
AGREEMENT (the "First Amendment") is entered into as of the 29th day of
January, 1997, by and between Boston Safe Deposit and Trust Company (the
"Seller") and Xxxxxx Capital, A Division of Xxxxxx Brothers Holdings Inc.
(the "Purchaser").
Reference is made to that certain Mortgage Loan Sale, Warranties and
Servicing Agreement dated as of January 1, 1997 by and between the Seller and
the Purchaser (the "Original Agreement").
WHEREAS, the Seller and the Purchaser desire to amend the Original
Agreement in the manner hereinafter set forth.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Seller and the Purchaser
agree to amend the Original Agreement as follows:
1. Section 5.02 is hereby deleted in its entirety and the following
inserted in the place thereof:
"Section 5.02 Statements to Purchaser.
Prior to the Remittance Date, the Company shall furnish to the
Purchaser a Monthly Remittance Advice, with a trial balance report
attached thereof, in the form of Exhibit F annexed hereto as to the
related remittance and the period ending on the preceding Determina-
tion Date. The Company shall use its reasonable best efforts to
deliver each Monthly Remittance Advice to the Purchaser on or about
the seventh Business Day of the month in which the related Remittance
Date occurs. The Purchaser agrees that facsimile transmission (fol-
lowing by delivery of hard copy) is a satisfactory method of delivery.
In addition, not more than sixty (60) days after the end of each
calendar year, the Company shall furnish to each Person who was a
Purchaser at any time during such calendar year an annual statement in
accordance with the requirements of applicable federal income tax law
as to the aggregate of remittances for the applicable portion of such
year.
Such obligation of the Company shall be deemed to have been satis-
fied to the extent that substantially comparable information shall be
provided by the Company pursuant to any requirements of the Code as
from time to time are in force.
The Company shall prepare and file any and all tax returns,
information statements or other filings relating to the period of time
prior to the sale of the Mortgage Loans by the Company to the Purchaser
required to be delivered to any governmental taxing authority pursuant
to any applicable law with respect to the Mortgage Loans. In addition,
the Company shall provide the Purchaser with such information concern-
ing the Mortgage Loans as is necessary for the Purchaser to prepare its
federal income tax returns."
2. This First Amendment may be executed in several counterparts and by
each party on a separate counterpart, each of which when so executed and
delivered shall be an original, and all of which together shall constitute one
instrument. In proving this First Amendment it shall not be necessary to
produce or account for more than such counterpart signed by the party against
whom enforcement is sought.
3. Except as modified and amended hereby, the Original Amendment shall
remain in full force and effect and is in all other respects ratified and
confirmed.
IN WITNESS WHEREOF, this First Amendment has been executed as of the date
first written above.
BOSTON SAFE DEPOSIT AND TRUST
COMPANY
By: /s/ Xxxxx X. Xxxxxx
____________________________
Name: Xxxxx X. Xxxxxx
Title: Vice President
XXXXXX CAPITAL, A Division of
Xxxxxx Brothers Holdings, Inc.
By: /s/ Xxxx X. Xxxxxx
____________________________
Name: Xxxx X. Xxxxxx
Title: Senior Vice President
