|
<PAGE>
Execution Copy
Execution Copy
AMENDMENT NO. 7
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 (the "Original Purchase Agreement") between RWT
Holdings, Inc.
("Purchaser") and Merrill Lynch Credit Corporation ("Seller"),
is made this 22nd
day of December, 2003.
WHEREAS, Purchaser and Seller entered into the Original
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") from time to time; and
WHEREAS, Purchaser and Seller entered into an amendment to the
Original
Purchase Agreement dated as of December 14, 1999 (the "Amendment
No. 1"); and
WHEREAS, Purchaser and Seller entered into a second amendment to
the
Original Purchase Agreement dated as of September 1, 2002 (the
"Amendment No.
2"); and
WHEREAS, Purchaser and Seller entered into a third amendment to
the
Original Purchase Agreement dated as of June 26, 2003 (the
"Amendment No. 3");
and
WHEREAS, Purchaser and Seller entered into a fourth amendment to
the
Original Purchase Agreement dated as of July 29, 2003 (the
"Amendment No. 4");
WHEREAS, Purchaser and Seller entered into a fifth amendment to
the
Original Purchase Agreement dated as of August 28, 2003 (the
"Amendment No. 5");
WHEREAS, Purchaser and Seller entered into a sixth amendment to
the
Original Purchase Agreement dated as of September 25, 2003 (the
"Amendment No.
6," and together with the Original Purchase Agreement, Amendment
No. 1,
Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No.
5 and Amendment
No. 6, the "Master Purchase Agreement"); and
WHEREAS, in connection with the issuance and sale of the Merrill
Lynch
Mortgage Investors Trust Series MLCC 2003-H Mortgage
Pass-Through Certificates
(the "MLCC 2003-H Transaction"), the Purchaser and Seller wish
to further 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:
<PAGE>
The Master Purchase Agreement between Purchaser and Seller is
hereby
amended as follows:
1. Solely in connection with the MLCC 2003-H Transaction,
the
definition of "Additional Collateral" is amended to read:
"'Additional Collateral': (i) With respect to any Mortgage
100sm Loan purchased under the Master Purchase Agreement in
connection with the MLCC 2003-H Transaction, the marketable
securities subject to a security interest pursuant to the
related
Mortgage 100sm Pledge Agreement, or (ii) with respect to any
Parent
Power(R) Mortgage Loan purchased under the Master Purchase
Agreement
in connection with the MLCC 2003-H Transaction, the related
Parent
Power(R) Agreement."
2. Solely in connection with the MLCC 2003-H Transaction,
the
definition of "Additional Collateral Mortgage Loan" is amended
to read:
"'Additional Collateral Mortgage Loan': Each Mortgage Loan
purchased under the Master Purchase Agreement in connection with
the
MLCC 2003-H Transaction, that is either a Mortgage 100sm Loan
or
Parent Power(R) Mortgage Loan as to which the Additional
Collateral
is still required to be provided. "
3. Section 7 is modified by adding the following paragraphs:
However, from and after the Closing Date (as defined in the
Trust Agreement dated December 1, 2003, by and between Merrill
Lynch
Mortgage Investors, Inc. and Wells Fargo Bank Minnesota,
National
Association (the "Trust Agreement")), solely in connection with
the
MLCC 2003-H Transaction, Purchaser and Seller hereby agree that
each
Mortgage Loan purchased on such Closing Date under the
Master
Purchase Agreement by Purchaser (the "MLCC 2003-H 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, between Purchaser and Cendant, as amended or
modified to the date hereof (the "Flow Purchase and
Servicing
Agreement") and the Additional Collateral Servicing Agreement,
dated
as of August 1, 2002, between Purchaser and Cendant, as amended
or
modified to the date hereof (the "Additional Collateral
Servicing
Agreement," and together with the Flow Purchase and
Servicing
Agreement, the "Cendant Agreements"). Capitalized terms used but
not
defined herein shall have the meanings ascribed to them in the
Trust
Agreement.
From and after the date hereof (i) the Seller and Cendant
shall
recognize Purchaser as the owner of the MLCC 2003-H Mortgage
Loans
and (ii) Cendant will administer and service the MLCC 2003-H
Mortgage Loans in accordance with the Cendant Agreements as if
the
MLCC 2003-H 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
MLCC
2003-H Mortgage Loans purchased under the Master Purchase
Agreement
in connection with the MLCC 2003-H Transaction and serviced
pursuant
to the Cendant Agreements, the Cendant Agreements shall be
binding
upon and for the benefit of the respective successors and
2
<PAGE>
assigns of the parties hereto; provided, however, that, with
respect to the Additional Collateral Mortgage Loans:
(i) Seller, at its own cost and expense, shall administer
the
Additional Collateral and the Control Agreement for the benefit
of
Purchaser (i) in a prudent and non-negligent manner and in
accordance
with the procedures it employs to administer Securities Accounts
for
its own benefit (as the same may be amended from time to time);
(ii) in
accordance with the terms of the related Pledge Agreements,
the
applicable Mortgage Loan Documents and this Agreement; and (iii)
in
accordance with applicable law;
(ii) Seller shall be released from its obligations to
administer the Additional Collateral, upon termination of the
related
Pledge Agreement. Purchaser Acknowledges that it shall no longer
be
afforded coverage under the terms and provisions of the Surety
Bond as
to any particular Additional Collateral Mortgage Loan at such
time as
Seller's obligation to administer such Additional Collateral
Mortgage
Loan terminates pursuant to the terms of the related Pledge
Agreement;
(iii) Seller may, without the consent of Purchaser, amend or
modify a Mortgage 100sm Pledge Agreement or a Parent Power(R)
Agreement
in any nonmaterial respect to reflect administrative or
account
changes; and
(iv) When a "Loss," as defined in the related Pledge
Agreement, is determined, the "cash collateral" necessary to
satisfy
the Loss up to the Maximum Amount (as defined in the Pledge
Agreement)
shall be sent to Cendant to apply in accordance with the
Mortgage Loan
Documents and held in accordance with the Cendant
Agreements.
4. With respect to the MLCC 2003-H Mortgage Loans only, Section
5(b)
is hereby deleted in its entirety and replaced by the
following:
Seller hereby makes the representations and warranties to
Purchaser, as to each MLCC 2003-H Mortgage Loan, set forth
in
Exhibit I hereto, as of the Closing Date or such other date as
may
be referred to therein.
[remainder of page intentionally left blank]
3
<PAGE>
IN WITNESS WHEREOF, Merrill Lynch Credit Corporation and RWT
Holdings,
Inc. have caused this Amendment No. 7 to the Master Purchase
Agreement to be
executed by their respective officers thereunto duly authorized
this 22nd day of
December, 2003.
RWT HOLDINGS, INC.
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
MERRILL LYNCH CREDIT CORPORATION
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
The foregoing Agreement
is hereby confirmed and accepted by:
CENDANT MORTGAGE CORPORATION
By:
----------------------------------------
Name:
Title:
Address:
4
<PAGE>
EXHIBIT I
MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES
OF THE SELLER
The Seller hereby represents and warrants to the Purchaser, as
to each
Mortgage Loan, as of the Closing Date as follows:
(a) The information set forth in the Mortgage Loan Schedule is
true and correct
in all material respects as of the Cut-off Date;
(b) As of the related Closing Date, the Mortgage Loan is not
delinquent in
payment more than 30 days and the Mortgage Loan has not been
dishonored; there
are no material defaults under the terms of the Mortgage Loan;
the Seller has
not advanced funds, or induced, solicited or knowingly received
any advance of
funds from a party other than the owner of the Mortgaged
Property subject to the
Mortgage, directly or indirectly, for the payment of any amount
required by the
Mortgage Loan;
(c) To the best of the Seller's knowledge, with respect to those
Mortgage Loans
as to which the Mortgagors are required to deposit funds into an
escrow account
for payment of taxes, assessments, insurance premiums and
similar items as they
become due, there are no delinquent taxes, ground rents, water
charges, sewer
rents, assessments or other outstanding charges which constitute
a lien on the
related Mortgaged Property, and all escrow deposits have been
collected, are
under the control of the Servicer, and have been applied to the
payment of such
items in a timely fashion, in accordance with such Mortgage. No
escrow deposits
or escrow payments or other charges or payments due the Servicer
have been
capitalized under the related Mortgage or Mortgage Note. With
respect to those
Mortgage Loans for which escrow deposits are not required, to
the best of the
Seller's knowledge, there are no delinquent taxes or other
outstanding charges
affecting the related Mortgaged Property which constitute a lien
on the related
Mortgaged Property;
(d) The terms of the Mortgage Note and the Mortgage have not
been impaired,
waived, altered or modified in any respect, except by written
instruments
contained in the Mortgage File, approved, if necessary, by the
insurer under any
Primary Mortgage Insurance Policy and recorded in all places
necessary to
maintain the first priority of the lien, the substance of which
waiver,
alteration or modification is reflected on the Mortgage Loan
Schedule. No
Mortgagor has been released, in whole or in part, except in
connection with an
assumption agreement which assumption agreement is part of the
Mortgage File and
the terms of which are reflected in the Mortgage Loan
Schedule;
(e) Neither the Mortgag
| 
