EXHIBIT 99.3
AMENDMENT NO. 2
TO THE MASTER MORTGAGE LOAN PURCHASE AGREEMENT
DATED AS OF APRIL 1, 1998
BETWEEN
RWT HOLDINGS, INC.
AND
XXXXXXX XXXXX CREDIT CORPORATION
This Amendment to the Master Mortgage Loan Purchase Agreement, dated as of
April 1, 1998, between RWT Holdings, Inc. ("Purchaser") and Xxxxxxx Xxxxx Credit
Corporation ("Seller"), as amended, is made this 1st day of September, 2002.
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 entered into an amendment to the Master
Purchase Agreement dated as of December 14, 1999 (the "Amendment No. 1," and
together with the Master Purchase Agreement, the "Master Purchase Agreement");
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 definition of "Master Servicing Agreement" as set forth in Section
1 of the Agreement is modified and, as modified, shall provide in its entirety
as follows:
"Master Servicing Agreement": The Master Servicing Agreement, dated
as of April 1, 1998, between the Seller and the Purchaser, as
modified by Amendment No. 1 thereto dated as of December 14, 1999,
and by that certain letter agreement between the Seller, the
Purchaser, and Cendant Mortgage Corporation dated January 17, 2001.
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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. 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 or deed of trust bearing
evidence that such instrument has been recorded. In lieu of
the original mortgage, a copy of the original mortgage
certified by the Seller to be a true copy of the original
mortgage which has been delivered for recording in the
appropriate recording office of the jurisdiction in which the
Mortgaged Property is located is acceptable.
(iii) Unless the loan is registered on the MERS System, an original
assignment of each mortgage, executed in blank and in
recordable form.
(iv) Unless the loan is registered on the MERS System, an original
of any intervening assignment of the mortgage showing a
complete chain of title, executed in blank and in recordable
form. In lieu of any original intervening assignment of the
mortgage, a copy of the original intervening assignment
certified by the Seller to be a true copy of the original
intervening assignment which has been delivered for recording
in the appropriate recording office of the jurisdiction in
which the Mortgaged Property is located is acceptable.
(v) With respect to Additional Collateral Mortgage Loans, an
original of the Pledge and Security Agreement, Parent Power(R)
Securities Agreement and Pledge Account Control Agreement, as
the case may be.
(vi) Originals of all assumption, modification, extension or
guaranty agreement, if any.
(vii) The original policy of title insurance, title commitment or
title binder (or a preliminary title report if the original
title insurance policy has not been received from the title
insurance company).
(viii) The original Primary Mortgage Insurance Policy, if any.
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and with respect to any Cooperative Loan:
(ix) (a) The original Mortgage Note, endorsed (on the Mortgage
Note or an allonge attached thereto) "Pay to the order
of _____________, without recourse" and signed by
facsimile signature in the name of such Seller by an
authorized officer, with all intervening endorsements
showing a complete, valid and proper chain of title from
the originator of such Mortgage Loan to such Seller;
(b) or a certified copy of the Mortgage Note (endorsed as
provided above) together with a lost note affidavit
providing indemnification to the holder thereof for any
losses incurred due to the fact that the original
Mortgage Note is missing.
(x) The original Acceptance of Assignment and Assumption of Lease
Agreement for each Mortgage Loan, from such Seller signed by
original or by facsimile signature to __________________,
which assignment shall be in form and substance acceptable for
recording (except for the recording information).
(xi) The original Stock Certificate and related Stock Power, in
blank, executed by the Mortgagor with such signature
guaranteed and original Stock Power, in blank executed by the
Seller.
(xii) The original Proprietary Lease and the Assignment of
Proprietary Lease executed by the Mortgagor in blank or if the
Proprietary Lease has been assigned by the Mortgagor to the
Seller, then the Seller must execute an assignment of the
Assignment of Proprietary Lease in blank.
(xiii) The original Recognition Agreement and the original Assignment
of Recognition Agreement.
(xiv) The recorded state and county Financing Statements and
Financing Statement Changes.
(xv) An Estoppel Letter and/or Consent.
(xvi) The Cooperative Lien Search.
(xvii) The guaranty of the Mortgage Note and Cooperative Loan, if
any.
(xviii) The original of any security agreement or similar document
executed in connection with the Cooperative Loan.
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(xix) Certified copy of the pledge agreement as executed in
connection with loans with additional collateral.
Items (i), (iii), (iv), (v), (vi) and (ix) are required to be
delivered by the Seller to the Custodian not less than three (3) Business
Days prior to the related Closing Date. Items (ii), (vii), (viii) and (x)
- (xix), if not available prior to the related Closing Date, are to be
delivered within 45 days from the related Closing Date.
If (a) the original Mortgage was not delivered pursuant to clause
(ii) above, (b) any original intervening assignment was not delivered
pursuant to clause (iv) above, or (c) the original title insurance policy
was not delivered pursuant to clause (vii) 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).
3. Section 7 is modified by adding the following paragraphs:
However, from and after the Closing Date (as defined in the Trust
Agreement dated September 1, 2002, by and between Sequoia Residential
Funding, Inc. ("Sequoia"), Xxxxx Fargo Bank Minnesota, National
Association, and acknowledged by Purchaser (the "Trust Agreement")) solely
in connection with the Sequoia Mortgage Trust 10 transaction, Purchaser
and Seller hereby agree that each Mortgage Loan purchased on such Closing
Date under the Master Purchase Agreement and sold by Purchaser to Sequoia
and, in turn, by Sequoia to the Trust Fund (as defined in the Trust
Agreement) (the "Sequoia 10 Mortgage Loans"), will be serviced and
administered not by Seller but by Cendant Mortgage Corporation ("Cendant")
pursuant to the terms of the Mortgage Loan Flow Purchase, Sale & Servicing
Agreement, dated as of August 1, 2002, (as amended or modified to the date
hereof, the "Flow Purchase and Servicing Agreement") between Purchaser and
Cendant and the Additional Collateral Servicing Agreement, dated as of
August 1, 2002, between Purchaser and Cendant (the "Additional Collateral
Servicing Agreement," and together with the Flow Purchase and Servicing
Agreement, the "Cendant Agreements").
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From and after the date hereof, in connection with the Sequoia
Mortgage Trust 10 transaction (i) the Seller and Cendant shall recognize
Purchaser as the owner of the Sequoia 10 Mortgage Loans and (ii) Cendant
will administer and service the Sequoia 10 Mortgage Loans in accordance
with the Cendant Agreements as if the Sequoia 10 Mortgage Loans had been
sold to the Purchaser by Cendant pursuant to the Cendant Agreements. It is
the intention of the Purchaser, the Seller and Cendant that to the extent
of the Sequoia 10 Mortgage Loans purchased under the Master Purchase
Agreement in connection with the Sequoia Mortgage Trust 10 transaction and
serviced pursuant to the Cendant Agreements, the Cendant Agreements shall
be binding upon and for the benefit of the respective successors and
assigns of the parties hereto.
Purchaser and Seller further agree that each Mortgage Loan purchased
on such Closing Date under the Master Purchase Agreement that is not a
Sequoia 10 Mortgage Loan shall be serviced and administered by Cendant
pursuant to the terms of the Cendant Agreements. Cendant will administer
and service the Mortgage Loans in accordance with the Cendant Agreements
as if the Mortgage Loans had been sold to the Purchaser by Cendant
pursuant to the Cendant Agreements.
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IN WITNESS WHEREOF, Xxxxxxx Xxxxx Credit Corporation and RWT Holdings,
Inc. have caused this Amendment No. 2 to the Master Purchase Agreement to be
executed by their respective officers thereunto duly authorized this 1st day of
September, 2002.
RWT HOLDINGS, INC.
By: ___________________________________
Name: _________________________________
Title: ________________________________
XXXXXXX XXXXX CREDIT CORPORATION
By: ___________________________________
Name: _________________________________
Title: ________________________________
The foregoing Agreement
is hereby confirmed and accepted by:
CENDANT MORTGAGE CORPORATION
By: ___________________________________
Name:
Title:
Address:
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