AMENDMENT NUMBER ONE Master Mortgage Loan Purchase and Servicing Agreement dated as of September 1, 2006 by and between OPTEUM FINANCIAL SERVICES, LLC and CITIGROUP GLOBAL MARKETS REALTY CORP.
AMENDMENT
NUMBER ONE
dated
as
of September 1, 2006
by
and
between
OPTEUM
FINANCIAL SERVICES, LLC
and
CITIGROUP
GLOBAL MARKETS REALTY CORP.
This
AMENDMENT NUMBER ONE is made this 8th day of February, 2007, by and between
OPTEUM FINANCIAL SERVICES, LLC, having an address at W. 000 Xxxxxxx Xxxx,
Xxxxxxx, Xxx Xxxxxx 00000 (the “Seller”) and CITIGROUP GLOBAL MARKETS REALTY
CORP. having an address at 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx,
Xxx Xxxx,
Xxx Xxxx 00000 (the “Purchaser”), to the Master Mortgage Loan Purchase and
Servicing Agreement, dated as of September 1, 2006, by and between the Purchaser
and the Seller (the “Agreement”).
RECITALS
WHEREAS,
the parties hereto desire to
amend the Agreement subject to the terms and conditions of this
Amendment.
NOW
THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
and
of the mutual covenants herein contained, the parties hereto hereby agree as
follows:
SECTION
1. Amendment. Effective
as of February 8, 2007, the Agreement is hereby amended as follows:
(a) The
representation and warranty set forth in Section 7.02(vi) is hereby amended
to
read in its entirety as follows:
(vi) No
Defenses. The Mortgage Note and the Mortgage are not subject to
any right of rescission, set off, counterclaim or defense, including the defense
of usury, nor will the operation of any of the terms of the Mortgage Note and/or
the Mortgage, or the exercise of any right thereunder, render the Mortgage
unenforceable, in whole or in part, or subject to any right of rescission,
set
off, counterclaim or defense, including the defense of usury and no such right
of rescission, set off, counterclaim or defense has been asserted with respect
thereto, and there is no basis for the Mortgage Loan to be modified or reformed
without the consent of the Mortgagor under applicable law;
(b) The
representation and warranty set forth in Section 7.02(lx) is hereby amended
by
deleting the word “average” and replacing it with the word
“overage”.
(c) The
representation and warranty set forth Section 7.02 (lxx) is hereby amended
to
read in its entirety as follows:
(lxx) Full
File Credit Reporting (Past Practice; Future Practice). The Seller has fully
furnished and will fully furnish, in accordance with the Fair Credit Reporting
Act and its implementing regulations, accurate and complete information (e.g.,
favorable and unfavorable) on its borrower credit files to Equifax, Experian
and
Trans Credit Information Company (three of the credit repositories), on a
monthly basis; and
SECTION
2. Defined
Terms. Any terms capitalized but not otherwise defined herein
shall have the respective meanings set forth in the Agreement.
SECTION
3. Limited
Effect. Except as amended hereby, the Agreement shall continue in full force
and effect in accordance with its terms. Reference to this Amendment need not
be
made in the Agreement or any other instrument or document executed in connection
therewith, or in any certificate, letter or communication issued or made
pursuant to, or with respect to, the Agreement, any reference in any of such
items to the Agreement being sufficient to refer to the Agreement as amended
hereby. This Amendment Number One shall apply to all Mortgage Loans
subject to the Agreement notwithstanding that any such Mortgage Loans were
purchased prior to the date of this Amendment Number One.
SECTION
4. Governing
Law. This Amendment Number One 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 without
regard to conflict of laws doctrine applied in such state (other than Section
5-1401 or 5-1402 of the New York General Obligations Law).
SECTION
5. Counterparts.
This Amendment Number One may be executed by each of the parties hereto on
any
number of separate counterparts, each of which shall be an original and all
of
which taken together shall constitute one and the same instrument. An
executed counterpart signature page delivered by facsimile shall have the same
binding effect as an original signature page.
[SIGNATURE
PAGE TO FOLLOW]
IN
WITNESS WHEREOF, the Seller and the
Purchaser have caused this Amendment Number One to be executed and delivered
by
their duly authorized officers as of the day and year first above
written.
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OPTEUM
FINANCIAL SERVICES, LLC
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(Seller)
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By:
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/s/ Authorized Signatory |
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Name:
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Title:
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CITIGROUP
GLOBAL MARKETS REALTY CORP.
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(Purchaser)
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By:
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/s/ Authorized Signatory |
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Name:
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Title:
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