EXHIBIT 99.2
AMENDMENT #1
MASTER MORTGAGE LOAN PURCHASE AGREEMENT
BETWEEN
RWT HOLDINGS, INC. AND
XXXXXXX XXXXX CREDIT CORPORATION
DATED AS OF APRIL 1, 1998
This Amendment to the Master Mortgage Loan Purchase Agreement between RWT
Holdings, Inc. ("Purchaser") and Xxxxxxx Xxxxx Credit Corporation ("Seller")
dated as of April 1, 1998 is made this 14th day of December, 1999.
WHEREAS, Purchaser and Seller entered into a Master Mortgage Loan Purchase
Agreement dated as of April 1, 1998 (the "Master Purchase Agreement") for the
purposes of establishing between them certain rights and responsibilities as to
the sale of certain residential mortgage loans (the "Mortgage Loans"); and
WHEREAS, Purchaser and Seller wish to amend the Master Purchase Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Purchaser and Seller agree as
follows:
The Master Purchase Agreement between Purchaser and Seller is hereby
amended as follows:
1. The Preliminary Statement is hereby deleted in its entirety and
replaced as follows:
The Seller desires to sell, from time to time, to the
Purchaser, and the Purchaser desires to purchase, from time to time,
from the Seller, certain conventional, fixed- and adjustable-rate,
residential first mortgage loans (the "Mortgage Loans") as described
herein, and which shall be delivered in pools of whole mortgage
loans on various dates as provided herein (each a "Closing Date") on
a servicing-retained basis. The Purchaser desires the Seller to
service and administer, and the Seller is willing to service and
administer, each Mortgage Loan for the Purchaser, its successors and
assigns from and after the respective Closing Date pursuant to a
Master Servicing Agreement, dated as of April 1, 1998, between the
Seller and the Purchaser in the form attached as Exhibit 2 hereto.
Following its purchase of the Mortgage Loans from the Seller, the
Purchaser may desire to sell some or all of the Mortgage Loans to
one or more purchasers,
and the Seller is willing to continue to service and administer the
Mortgage Loans pursuant to such Master Servicing Agreement.
2. Section 3(b) Delivery of Mortgage Loan Documents is hereby deleted in
its entirety and replaced as follows:
(b) Delivery of Mortgage Loan Documents. Not less than three (3)
Business Days prior to the related Closing Date, the Seller shall,
with respect to each Mortgage Loan, deliver to the Custodian, the
following documents:
(i) The original Mortgage Note endorsed, "Pay to the order of
______, without recourse" and signed in the name of the Seller
by an authorized officer. The Mortgage Note shall include all
intervening endorsements showing a complete chain of title
from the originator to the Seller.
(ii) The original recorded Mortgage, with evidence of
recording thereon, or, if the original Mortgage has not yet
been returned from the recording office, a copy of the
original Mortgage certified by the Seller to be a true copy of
the original of the Mortgage which has been delivered for
recording in the appropriate recording office of the
jurisdiction in which the Mortgaged Property is located.
(iii) The original Assignment of each Mortgage, executed in
blank and in recordable form.
(iv) The original policy of title insurance (or a preliminary
title report if the original title insurance policy has not
been received from the title insurance company).
(v) Originals of any intervening assignments of the Mortgage,
with evidence of recording thereon or, if the original
intervening assignment has not yet been returned from the
recording office, a copy of such assignment certified by the
Seller to be a true copy of the original of the assignment
which has been delivered for recording in the appropriate
recording office of the jurisdiction in which the Mortgaged
Property is located.
(vi) The original Primary Insurance Policy, if any.
(vii) Originals of all assumption and modification agreements,
if any.
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(viii) With respect to Additional Collateral Mortgage Loans, a
copy of the Mortgage 100 Pledge Agreement or Parent Power(R)
Agreement, as the case maybe.
If (a) the original Mortgage was not delivered pursuant to
clause (ii) above, (b) any intervening assignment was not delivered
pursuant to clause (v) above or (c) the original title insurance
policy was not delivered pursuant to clause (iv) above, the Seller
shall use best reasonable efforts to promptly secure the delivery of
such originals and shall cause such originals to be delivered to the
Purchaser or the Custodian promptly upon receipt thereof. If any
such document is not so delivered to the Purchaser or the Custodian
within two hundred seventy (270) days following the Closing Date,
the related Mortgage Loan shall, upon the request of the Purchaser,
be repurchased or substituted for by the Seller at the price and in
the manner specified in Section 5(c).
If the Purchaser finds any document or documents constituting
a part of a Mortgage File to be defective in any material respect,
the Purchaser shall promptly so notify the Seller. The Seller shall
have a period of ninety (90) days within which to correct or cure
any such defect. The Seller hereby covenants and agrees that, if any
material defect cannot be corrected or cured, the Seller will, not
later than the expiration of the applicable cure period described
above, repurchase or substitute for the related Mortgage Loan at the
price and in the manner set forth in Section 5(c).
No Assignment of Mortgage shall be recorded so long as MLCC is
the Company under the Master Servicing Agreement unless the
Purchaser is required to record Assignments of Mortgage pursuant to
the terms of a securitization of the Mortgage Loans.
3. Section 5(b) is modified by adding the following:
(xxvi) The Mortgage Note, the Mortgage, the Assignment of
Mortgage and any other documents required to be delivered for each
Mortgage Loan pursuant to Section 3(b) of the Purchase Agreement
have been or shall be delivered to the Custodian pursuant to Section
3(b). The Seller is in possession of a Mortgage File as described in
Exhibit 1 hereto, which contains the applicable documents described
in Exhibit 1 for the applicable loan program, except for such
documents the originals of which have been
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delivered to the Custodian. Except for the absence of recording
information, the Assignment of Mortgage is in recordable form and is
acceptable for recording under the laws of the jurisdiction in which
the Mortgaged Property is located.
4. Section 6(b)(i) is deleted in its entirety and replaced as follows:
(i) The Purchaser is duly organized, validly existing and in good
standing as a corporation under the laws of the State of Delaware.
The Purchaser has full power and authority (corporate and otherwise)
to enter into and perform its obligations under the Program
Documents.
5. Section 16. Successor and Assigns; Assignment of Purchase Agreement is
deleted in its entirety and replaced as follows:
Section 16. Successor and Assigns; Assignment of Purchase
Agreement. This Agreement shall bind and inure to the benefit of and
be enforceable by the Seller and the Purchaser and the respective
successors and assigns of the Seller and the Purchaser. This
Agreement cannot be assigned, pledged or hypothecated by the
Purchaser or the Seller to a third party without the consent of the
other party to this Agreement except if the Purchaser is required to
assign this Agreement pursuant to the terms of a securitization of
the Mortgage Loans.
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IN WITNESS WHEREOF, XXXXXXX XXXXX CREDIT CORPORATION and RWT HOLDINGS,
INC. have caused this Amendment No. 1 to the Master Loan Purchase Agreement to
be executed by their respective officers thereunto duly authorized the 14th day
of December, 1999.
RWT HOLDINGS, INC.
By:_____________________________________________
Name: Xxxxx X. Xxxxxxxx
Title: Vice President
XXXXXXX XXXXX CREDIT CORPORATION
By:_____________________________________________
Name: Xxxxxx X. Xxxxx
Title: Vice President
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