EXHIBIT 10.22.3
AMENDMENT NUMBER TWO
to the
Mortgage Loan Purchase and Sale Agreement
dated as of January 1, 2004,
by and between
GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.
and
AMERICAN HOME MORTGAGE CORP., and
AMERICAN HOME MORTGAGE SERVICING, INC. (f/k/a Columbia National,
Incorporated)
This AMENDMENT NUMBER TWO is made this 28th day of September, 2005,
by and between GREENWICH CAPITAL FINANCIAL PRODUCTS, INC., having an address at
000 Xxxxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxxxxx 00000 (the "Purchaser") and AMERICAN
HOME MORTGAGE CORP. and AMERICAN HOME MORTGAGE SERVICING, INC. (fka Columbia
National, Incorporated), each having an address at 000 Xxxxxxxxxxx Xxxx,
Xxxxxxxx, Xxx Xxxx 00000 (collectively, the "Sellers"), to the Mortgage Loan
Purchase and Sale Agreement, dated as of January 1, 2004, by and between the
Purchaser and the Sellers (the "Agreement"). Capitalized terms used but not
otherwise defined herein shall have the meanings assigned to such terms in the
Agreement.
RECITALS
WHEREAS, the Purchaser and the Sellers desire to amend the
Agreement, subject to the terms hereof, to permit the Sellers to offer for
purchase to the Purchaser certain mortgage loans for which all of the mortgage
loan documents relating to such mortgage loans may not have been delivered to
the Purchaser or its designee at the time the Purchaser intends to purchase such
mortgage loans from the Seller.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and of the mutual covenants herein
contained, the parties hereto hereby agree as follows:
1. Effective as of September 28, 2005, all references in the Agreement to
a "Trust Receipt" shall be replaced with "Trust Receipt or Wet Trust Receipt, as
applicable".
2. Effective as of September 28, 2005, Section 1 of the Agreement is
hereby amended as follows:
(a) the definition of Defective Mortgage Loan is hereby deleted in
its entirety and replaced with the following:
"Defective Mortgage Loan": With respect to any Mortgage Loan, either
(i) the Document File does not contain a document required to be
contained therein, (ii) a document within a Document File is, in the
reasonable judgment of Purchaser or Takeout Investor, defective or
inaccurate in any material respect, as determined upon evaluation of
the Document File against the requirements of the Sale
Agreement,(iii) a document in the Document File is not legal, valid
and binding, (iv) as to such Mortgage Loan, one of the
representations and warranties in Section 9 hereof has been breached
and such breach materially and adversely affects the value of such
Mortgage Loan or Purchaser's interest in such Mortgage Loan, or (v)
all Required Documents with respect to a Wet Loan have not been
received within 10 days after the related Purchase Date.
(b) the following definition of Dry Loan is hereby added immediately
following the defined term Document File.
"Dry Loan": shall mean a Mortgage Loan which contains all of
the Required Documents.
(c) the following definition of Required Documents is hereby added
immediately following the defined term Rescission:
"Required Documents": shall mean those documents identified on
Exhibit A-1 of the Custodial Agreement.
(d) the following definition of Wet Loan is hereby added immediately
following the defined term Warehouse Line:
"Wet Loan": shall mean a wet-funded Mortgage Loan which does
not contain all of the Required Documents and which shall have the
following additional characteristics:
(i) the proceeds thereof have been funded by the Seller prior to
the Purchase Date thereof;
(ii) the proceeds thereof have not been returned to the Seller by
the escrow or closing agent for such Wet Loan;
(iii) upon recordation such Mortgage Loan will constitute a valid
and enforceable lien on the premises described therein; and
(iv) upon delivery of all of the documents specified on Exhibit A-1
of the Custodial Agreement, such Wet Loan will become Dry
Loan.
(e) the following definition of Wet Trust Receipt is hereby added
immediately following the defined term Wet Loan:
"Wet Trust Receipt" shall mean a trust receipt issued by the
Custodian with respect to Wet Loans.
2. Effective as of September 28, 2005, Section 2 of the Agreement is hereby
amended by adding the following new section (e) to the end thereof:
(e) With respect to any Wet Loan, immediately upon the
delivery of all Required Documents with respect thereto, the related
Wet Trust Receipt shall be exchanged for a Trust Receipt.
3. Effective as of September 28, 2005, Section 9(c) of the Agreement is hereby
amended by adding the following after clause (xxxvi) thereof:
(xxxvii) With respect to each Wet Loan, the Seller has funded such
Wet Loan and has not received notice of, and has no grounds for believing
that such Wet Loan will be subject to a recession.
4. Effective as of September 28, 2005, Section 10 of the Agreement is hereby
amended by adding the following new paragraph (j) immediately following
paragraph (i) thereof:
(j) With respect to each Wet Loan, the Seller shall provide evidence
of the funding of such Wet Loan to the Purchaser upon the Purchaser's
request therefor and shall deliver to Purchaser all Required Documents
within ten (10) days of the related Purchase Date of such Wet Loan.
5. This amendment 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 of the New York
General Obligations Law).
6. This amendment may be executed in any number of counterparts, each of which
shall constitute an original and all of which, taken together, shall constitute
one instrument.
7. Except as amended above, the Agreement shall continue in full force and
effect in accordance with its terms.
IN WITNESS WHEREOF, the Purchaser and the Seller have caused this
amendment to be executed and delivered by their duly authorized officers as of
the day and year first above written.
GREENWICH CAPITAL
FINANCIAL PRODUCTS, INC.
(Purchaser)
By: /s/ Xxxxxxx Xxxxxxx
---------------------------
Name: Xxxxxxx Xxxxxxx
Title: Managing Director
AMERICAN HOME MORTGAGE CORP.
(Seller)
By: /s/ Xxxx X. Xxxx
---------------------------
Name: Xxxx X. Xxxx
Title: Executive Vice President
General Counsel & Secretary
AMERICAN HOME MORTGAGE
SERVICING, INC.
(Seller)
By: /s/ Xxxx X. Xxxx
---------------------------
Name: Xxxx X. Xxxx
Title: Executive Vice President
General Counsel & Secretary
