Exhibit 99.3
AMENDMENT NUMBER ONE
to the Master Mortgage Loan Purchase and Interim Servicing
Agreement
dated as of September 1, 2004
by and between
DOWNEY SAVINGS AND LOAN ASSOCIATION, F.A.
and
GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.
This AMENDMENT NUMBER ONE is made this
28th day of October, 2004, by and between DOWNEY SAVINGS AND LOAN
ASSOCIATION, F.A., having an address at 3501 Jamboree Road, Newport
Beach, California 92660 (the “Seller”) and GREENWICH
CAPITAL FINANCIAL PRODUCTS, INC., having an address at 600
Steamboat Road, Greenwich, Connecticut 06830 (the
“Purchaser”), to the Master Mortgage Loan Purchase and
Interim Servicing Agreement, dated as of September 1, 2004, by and
between the Seller and the Purchaser, as amended (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 Seller
desire to amend the Agreement, subject to the terms hereof, to
modify the Agreement as specified herein with respect to any pools
of Mortgage Loans purchased by the Purchaser on or after October 1,
2004;
WHEREAS, the Purchaser and the Seller
have agreed to amend the Agreement as set forth herein;
and
WHEREAS, the Purchaser and the Seller
each have agreed to execute and deliver this Amendment Number One
on the terms and conditions set forth herein.
NOW THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, and of the mutual covenants herein contained, the
parties hereto hereby agree as follows:
SECTION 1.
Amendments.
(a)
Effective as of October 28, 2004,
Section 1 of the Agreement is hereby amended by adding the
following definitions:
Monthly advances: The aggregate of the
advances made by the Seller on any Distribution Date pursuant to
Subsection 11.27 of the Servicing Addendum.
Nonrecoverable Monthly Advance: Any
Monthly Advance previously made or proposed to be made in respect
of a Mortgage Loan or REO Property that, in the good faith business
judgment of the Seller, will not, or, in the case of a proposed
Monthly Advance, would not be, ultimately recoverable from related
late payments, Insurance Proceeds or Liquidation Proceeds on such
Mortgage Loan or REO Property as provided herein.
(b)
Effective as of October 28, 2004,
Section 4, third paragraph of the Agreement is hereby amended by
deleting it in its entirety and replacing it with the
following:
“The Purchaser shall own and be
entitled to receive with respect to each Mortgage Loan purchased,
(1) all scheduled principal due after the related Cut-off Date, (2)
all other recoveries of principal and any Prepayment Charges
collected after the related Cut-off Date (provided, however, that
all scheduled payments of principal due on or before the related
Cut-off Date and collected by the Seller after the related Cut-off
Date shall belong to the Seller), and (3) all payments of interest
on the Mortgage Loans net of the Servicing Fee (minus that portion
of any such interest payment that is allocable to the period prior
to the related Cut-off Date). The Stated Principal Balance of each
Mortgage Loan as of the related Cut-off Date is determined after
application to the reduction of principal of payments of principal
due on or before the related Cut-off Date whether or not collected.
Therefore, for the purposes of this Agreement, payments of
scheduled principal and interest prepaid for a Due Date beyond the
related Cut-off Date shall not be applied to the principal balance
as of the related Cut-off Date. Such prepaid amounts (minus the
applicable Servicing Fee) shall be the property of the Purchaser.
The Seller shall deposit any such prepaid amounts into the
Custodial Account, which account is established for the benefit of
the Purchaser, for remittance by the Seller to the Purchaser on the
first related Distribution Date. All payments of principal and
interest, less the applicable Servicing Fee, due on a Due Date
following the related Cut-off Date shall belong to the
Purchaser.”
(c)
Effective as of October 28, 2004,
Subsection 7.01(xvii) of the Agreement is hereby amended by
deleting it in its entirety.
(d)
Effective as of October 28, 2004,
Section 12, paragraph 7 of the Agreement is here
