commencement of amortization. Except with respect to
Interest-Only Mortgage Loans the due date of the first principal payment under
the Mortgage Note is no more than sixty (60) calendar days after the date of the
Mortgage Note."
SECTION 2.
CONDITIONS PRECEDENT. THIS AMENDMENT AND ITS PROVISIONS SHALL
BECOME EFFECTIVE ON THE FIRST DATE (THE "AMENDMENT EFFECTIVE DATE") ON WHICH ALL
OF THE FOLLOWING CONDITIONS PRECEDENT SHALL HAVE BEEN SATISFIED:
(A)
DELIVERED DOCUMENTS. ON OR BEFORE THE AMENDMENT EFFECTIVE DATE,
THE BUYER SHALL HAVE RECEIVED ALL OF THE FOLLOWING DOCUMENTS, EACH OF WHICH
SHALL BE SATISFACTORY TO THE BUYER IN FORM AND SUBSTANCE:
(I)
AMENDMENT. THIS AMENDMENT, EXECUTED AND DELIVERED BY A DULY
AUTHORIZED OFFICER OF EACH OF THE SELLERS AND THE BUYER; AND
(II)
OTHER DOCUMENTS. SUCH OTHER DOCUMENTS AS THE BUYER OR COUNSEL TO
THE BUYER MAY REASONABLY REQUEST.
(B)
NO DEFAULT. ON THE AMENDMENT EFFECTIVE DATE, (I) EACH SELLER SHALL
BE IN COMPLIANCE WITH ALL OF THE TERMS AND PROVISIONS SET FORTH IN THE EXISTING
REPURCHASE AGREEMENT AND THE OTHER REPURCHASE DOCUMENTS ON ITS PART TO BE
OBSERVED OR PERFORMED, (II) THE REPRESENTATIONS AND WARRANTIES MADE AND RESTATED
BY EACH SELLER PURSUANT TO SECTION 3 OF THIS AMENDMENT SHALL BE TRUE AND
COMPLETE ON AND AS OF SUCH DATE WITH THE SAME FORCE AND EFFECT AS IF MADE ON AND
AS OF SUCH DATE, AND (III) NO DEFAULT OR EVENT OF DEFAULT SHALL HAVE OCCURRED
AND BE CONTINUING ON SUCH DATE.
SECTION 3.
REPRESENTATIONS AND WARRANTIES. EACH SELLER HEREBY REPRESENTS
AND WARRANTS TO THE BUYER, AS OF THE DATE HEREOF AND AS OF THE AMENDMENT
EFFECTIVE DATE, THAT IT IS IN COMPLIANCE WITH ALL OF THE TERMS AND PROVISIONS
SET FORTH IN THE REPURCHASE DOCUMENTS ON ITS PART TO BE OBSERVED OR PERFORMED
AND THAT NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED OR IS CONTINUING AND EACH
SELLER HEREBY CONFIRMS AND REAFFIRMS THE REPRESENTATIONS AND WARRANTIES
CONTAINED IN SECTION 6 OF THE REPURCHASE AGREEMENT.
SECTION 4.
LIMITED EFFECT. EXCEPT AS EXPRESSLY MODIFIED BY THIS
AMENDMENT, THE EXISTING REPURCHASE AGREEMENT AND EACH OF THE OTHER REPURCHASE
DOCUMENTS SHALL CONTINUE TO BE, AND SHALL REMAIN, IN FULL FORCE AND EFFECT IN
ACCORDANCE WITH THEIR RESPECTIVE TERMS; PROVIDED, THAT UPON THE AMENDMENT
EFFECTIVE DATE, EACH REFERENCE THEREIN AND HEREIN TO THE "REPURCHASE DOCUMENTS"
SHALL BE DEEMED TO INCLUDE, IN ANY EVENT, THIS AMENDMENT AND EACH REFERENCE TO
THE "REPURCHASE AGREEMENT" IN ANY OF THE REPURCHASE DOCUMENTS SHALL BE DEEMED TO
BE A REFERENCE TO THE EXISTING REPURCHASE AGREEMENT AS MODIFIED HEREBY.
SECTION 5.
COUNTERPARTS. THIS AMENDMENT MAY BE EXECUTED BY EACH OF THE
PARTIES HERETO ON ANY NUMBER OF SEPARATE COUNTERPARTS, EACH OF WHICH SHALL BE AN
ORIGINAL AND ALL OF WHICH TAKEN TOGETHER SHALL CONSTITUTE ONE AND THE SAME
INSTRUMENT. DELIVERY OF AN EXECUTED
2
COUNTERPART OF A SIGNATURE PAGE TO THIS AMENDMENT IN PORTABLE DOCUMENT FORMAT
(PDF) OR BY FACSIMILE TRANSMISSION SHALL BE EFFECTIVE AS DELIVERY OF A MANUALLY
EXECUTED ORIGINAL COUNTERPART THEREOF.
SECTION 6.
GOVERNING LAW.