|
<PAGE>
AMENDMENT #1
MASTER MORTGAGE LOAN PURCHASE AGREEMENT
BETWEEN
RWT HOLDINGS, INC. AND
MERRILL LYNCH CREDIT CORPORATION
DATED AS OF APRIL 1, 1998
This Amendment to the Master Mortgage Loan Purchase Agreement
between
RWT Holdings, Inc. ("Purchaser") and Merrill Lynch 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,
<PAGE>
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
| 
