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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