EXHIBIT 10.39
AMENDMENT dated as of June 26, 1995 to the MORTGAGE LOAN PURCHASE
AGREEMENT, by and between Xxxxxx Mortgage Corporation DBA Parkside Financial
("Seller") and Xxxxx Xxxxxx Real Estate Securities Inc. ("Purchaser") dated as
of June 3, 1994 (the "Purchase Agreement").
WHEREAS, Buyer and Seller have entered into the Purchase Agreement to
engage in transactions under Purchaser's "Cash Window Purchase Program"; and
WHEREAS, Buyer and Seller desire to amend the Purchase Agreement.
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 definition of the term "Assignee" of the Purchase 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."
2. Paragraph 2 of the Purchase Agreement is amended by adding after
the definition of "Custodial Agreement" the following:
"Custodial Fee": With respect to each Mortgage Loan, the amount
set forth on the related Funding Confirmation as the "Custodial Fee".
3. The definition of the term "Custodian" of the Purchase
Agreement is amended in its entirety to read as follows:
"Custodian." The Chase Manhattan Bank, National Association and
its permitted successors hereunder.
4. The definition of the term "Performance Fee" of the Purchase
Agreement is amended in its entirety to read as follows:
"With respect to each Mortgage Loan, an amount equal to the
Discount less the Custodial Fee, plus the Yield Compensation
Adjustment plus or minus any other adjustments permitted hereunder,
which amount shall be payable to Seller by Purchaser as compensation
to Seller for its services hereunder."
5. This Amendment shall become effective as of the date first set
forth above.
6. The Purchase Agreement shall remain in full force and effect in
its original form when this Amendment shall become effective except as the
Purchase Agreement is specifically amended by the terms of this Amendment.
7. Any reference to the Purchase Agreement made hereafter by any
party hereto shall be to the Purchase Agreement as amended by this Agreement.
Any reference in the Purchase Agreement to "this Agreement," "herein" or
"hereof," or words of like effect, shall be deemed to refer to the Purchase
Agreement as so amended.
8. 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.
9. 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.
10. Initially capitalized terms used herein but not defined herein
shall have the meanings ascribed to such terms in the Purchase 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
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Name: Xxxxxx Xxxxx
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Title: President
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XXXXX XXXXXX REAL ESTATE SECURITIES INC.
By: /s/ XX XXXXXXXXX
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Name: Xx Xxxxxxxxx
Title: Managing Director
