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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