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AMENDMENT NO. 2
TO THE MASTER MORTGAGE LOAN PURCHASE AGREEMENT
DATED AS OF APRIL 1, 1998
BETWEEN
RWT HOLDINGS, INC.
AND
MERRILL LYNCH CREDIT CORPORATION
This Amendment to the Master Mortgage Loan Purchase Agreement,
dated as
of April 1, 1998, between RWT Holdings, Inc. ("Purchaser") and
Merrill Lynch
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
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