EXHIBIT 10.41
AMENDMENT dated as of June 26, 1995 to the MORTGAGE LOAN CUSTODIAL
AGREEMENT dated as of June 3, 1994 by and among Xxxxxx Mortgage Corporation DBA
Parkside Financial ("Seller"), Xxxxx Xxxxxx Real Estate Securities Inc.
("Purchaser") and Chemical Bank ("Predecessor Custodian").
WHEREAS, Seller and Purchaser have entered into one or more agreements
to engage from time to time in transactions pursuant to certain purchase
agreements ("Purchase Agreement"); and
WHEREAS, Seller, Purchaser and Predecessor Custodian have entered into
a Mortgage Loan Custodial Agreement, dated as of June 3, 1994 ("Custodial
Agreement"), to facilitate the transactions; and
WHEREAS, by letter dated as of the date hereof, Predecessor Custodian
has given Seller and Purchaser notice of its resignation as "Custodian" under
the Custodial Agreement effective as of June 30, 1995; and
WHEREAS, Seller and Purchaser desire to amend the Custodial Agreement
to provide for, among other things, the appointment of The Chase Manhattan Bank,
National Association ("Chase") as successor custodian to Predecessor Custodian;
and
WHEREAS, Chase is willing to accept its appointment and assume the
related obligations as successor custodian under the Custodial Agreement; and
NOW, THEREFORE, in consideration of the mutual promises set forth
herein and intending to be legally bound hereby, and for other good and valuable
consideration, the parties hereto agree as follows:
1. The cover page of the Custodial Agreement is amended by deleting
the following:
"CUSTODIAN: CHEMICAL BANK
ADDRESS: 00 XXXXX XXXXXX
XXX XXXX, XXX XXXX 00000
ATTENTION:_________ "
and by replacing it with the following:
"CUSTODIAN: THE CHASE MANHATTAN BANK,
NATIONAL ASSOCIATION
ADDRESS : 0 XXXXXXXXX XXXXXX
XXXXXXXX, XXX XXXX 00000
ATTENTION: INSTITUTIONAL
TRUST GROUP, 3RD FLOOR"
2. The definition of the term "Assignee" of the Custodial Agreement
is amended in its entirety to read as follows:
"Assignee": The Chase Manhattan Bank, National
Association, as agent for certain beneficiaries pursuant to
certain Repurchase Transaction Tri-Party Custody Agreements."
3. The definition of the term "Custodian" of the Custodial Agreement
is amended in its entirety to read as follows:
"Custodian." The Chase Manhattan Bank, National
Association and its permitted successors hereunder.
4. Clause (a) of Section 8 of the Custodial Agreement is amended in
its entirety to read as follows:
"It is understood that Seller will be charged for
Custodian's fees for its services under this Agreement in
such amounts and in the manner set forth in the related
Purchase Agreement. Notwithstanding the foregoing, Custodian
has no lien on, and shall not attempt to place a lien on,
any of the Mortgage Loans or proceeds thereof to secure the
payment of its fees."
5. The first sentence of clause (b) of Section 8 of the Custodial
Agreement is amended in its entirety to read as follows:
"Subject to the provisions of any other agreement
between Custodian and Purchaser, Custodian may only resign
with cause."
6. This Amendment shall become effective as of the date first set
forth above.
7. The Custodial Agreement shall remain in full force and effect in
its original form when this Amendment shall become effective except as the
Custodial Agreement is specifically amended by the terms of this Amendment.
8. Any reference to the Custodial Agreement made hereafter by any
party hereto shall be to the Custodial Agreement as amended by this Agreement.
Any reference in the Custodial Agreement to "this Agreement," "herein" or
"hereof," or words of like effect, shall be deemed to refer to the Custodial
Agreement as so amended.
9. This Amendment shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made to be performed in
the State of New York.
10. This Amendment may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, and all of which taken
together shall constitute one and the same instrument, and it shall not be
necessary in making proof of this Amendment to produce or account for more than
one such counterpart.
11. Initially capitalized terms used herein but not defined herein
shall have the meanings ascribed to such terms in the Custodial Agreement.
IN WITNESS WHEREOF, the parties hereto caused this Amendment to be
executed by their respective duly authorized officers as of the date first set
forth above.
XXXXXX MORTGAGE CORPORATION DBA
PARKSIDE FINANCIAL
By: /s/ XXXXXX XXXXX
--------------------------------
Name: Xxxxxx Xxxxx
------------------------------
Title: President
-----------------------------
XXXXX XXXXXX REAL ESTATE
SECURITIES INC.
By: /s/ XX XXXXXXXXX
--------------------------------
Name: Xx Xxxxxxxxx
Title: Managing Director
THE CHASE MANHATTAN BANK,
NATIONAL ASSOCIATION
By: /s/ XXXXX XXXXXXX
--------------------------------
Name: Xxxxx Xxxxxxx
Title: Vice President
