Exhibit
10.1


 


AMENDMENT
NO. 4 TO MASTER REPURCHASE AGREEMENT


 


Dated as of October 29, 2010


 


Between:


 


HOME LOAN CENTER, INC., as Seller


 


and


 


JPMORGAN CHASE BANK, N.A., as Buyer


 


1.                                      This Amendment


 


The Parties agree hereby to amend the Master
Repurchase Agreement dated October 30, 2009 between them (the “Original MRA”, as amended by Letter Agreement dated November 27,
2009, Amendment No. 1 to Master Repurchase Agreement dated March 11,
2010, Amendment No. 2 to Master Repurchase Agreement dated March 11,
2010, Amendment No. 3 to Master Repurchase Agreement dated July 22,
2010, and as further supplemented, amended or restated from time to time, the “MRA”) to (i) extend the latest Termination Date to October 28,
2011 and (ii) make other changes desired by Buyer, and they hereby amend
the MRA as follows.


 


All capitalized terms used in the MRA and used, but
not defined differently, in this amendment (this “Amendment”)
have the same meanings here as there.


 


The Paragraphs of this Amendment are numbered to
correspond with the numbers of the Paragraphs in the MRA amended hereby and are
accordingly often nonsequential.


 


2.                                      Definitions; Interpretation


 


A.            The caption of Paragraph 2 is amended to read as stated
immediately above.


 


B.            A new subparagraph (a) is inserted in Paragraph 2 immediately
following the caption thereof to read as follows:


 


(a)           Definitions.  As used in this Agreement and (unless
otherwise defined differently therein) in each other Transaction Document, the
following terms have these respective meanings:


 


C.            The definition of “Accounts” is
hereby amended to replace the phrase “the Cash Pledge Account, the Funding
Account” in the first line of such definition with the phrase “the Cash Pledge
Account, the Collection Account, and the Funding Account”.


 


D.            The following additional definitions are hereby added to Paragraph 2
of the MRA, in alphabetical order.


 


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“Collection
Account” means the blocked Seller’s account (under the sole dominion
and control of Buyer) with JPM Chase styled as follows:


 


Home Loan Center, Inc.,


For the Benefit of JPMorgan
Chase Bank, N.A.


PITI Hold Account


 


“Combined
Loan-to-Value Ratio” or “CLTV” means,
for each Mortgage Loan as of the related Purchase Date, a fraction (expressed
as a percentage) having as its numerator the sum of (i) the original
principal amount of the Mortgage Note plus (ii) the original principal
amount of each other Mortgage Loan that is secured by a junior Lien against the
related Mortgaged Property, and as its denominator the lesser of (x) the
sales price of the related Mortgaged Property and (y) the appraised value
of the related Mortgaged Property indicated in the appraisal obtained in
connection with the Origination of such Mortgage Loan.


 


“RHS”
means the Rural Housing Service of the Rural Development Agency of the United
States Department of Agriculture.


 


“RHS Loan”
means a CL Loan guaranteed by RHS (and which conforms to all other CL rural
housing mortgage loan guidelines).


 


“Second Home
Loan” means a first lien Mortgage Loan secured by a single family
residence that is occupied by the Mortgagor but is not the Mortgagor’s
principal residence.


 


E.             The definitions of the following terms in the MRA are hereby amended to
read as follows:


 


“Agency”
(and, with respect to two or more of the following, “Agencies”)
means FHA, Fannie Mae, Ginnie Mae, Freddie Mac, RHS or VA.


 


“Government
Loan” means a Mortgage Loan which is insured by the FHA or
guaranteed by the Department of Veterans Affairs or RHS.  The term Government Loan shall not include
any Mortgage Loan that is a CL Jumbo Loan or a Conventional Conforming Loan.


 


“Loan-to-Value
Ratio” or “LTV” means, for
each Mortgage Loan as of the related Purchase Date, a fraction (expressed as a
percentage) having as its numerator the original principal amount of the
Mortgage Note and as its denominator the lesser of (x) the sales price of
the related Mortgaged Property and (y) the appraised value of the related
Mortgaged Property indicated in the appraisal obtained in connection with the
Origination of such Mortgage Loan.


 


“Price
Differential” means with respect to any Transaction hereunder, for
each month (or portion thereof) during which that Transaction is outstanding,
the sum of the following amount for each day during that month (or portion
thereof):  


 


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the weighted average of the applicable Pricing
Rates for such day multiplied by the aggregate outstanding Purchase
Price on such day divided by 360.


 


“Repurchase
Price” means, for each Purchased Mortgage Loan on any day, the price
for which such Purchased Mortgage Loan is to be resold by Buyer to Seller upon
termination of the Transaction in which Buyer purchased it (including a
Transaction terminable on demand), which is (x) its Purchase Price minus (y) the
sum of all cash, if any, theretofore paid by Seller into the Operating Account
to cure the portion of any Margin Deficit that Buyer, using any reasonable
method of allocation, attributes to such Purchased Mortgage Loan plus (z) its
accrued and unpaid Price Differential on that day; provided that such
accrued Price Differential may be paid on a day other than the Repurchase Date
in accordance with the terms of this Agreement.


 


“Termination
Date” means the earliest of (i) the Business Day, if any, which
Seller designates as the Termination Date by written notice to Buyer given at
least thirty (30) days prior to such date, (ii) the date of declaration of
the Termination Date pursuant to Paragraph 12(c), (iii) the
Business Day which Buyer designates as the Termination Date pursuant to Paragraph
11(aa), and (iv) October 28, 2011, as that date may be extended
by written agreement of Buyer and Seller.


 


F.             The definition of “Eligible Mortgage Loan”
is hereby amended to replace clause (vi) thereof with the following
clause (vi) and is further amended to replace the period at the end
of clause (xxii) thereof with a semi-colon, and add the following clauses
(xxiii) and (xxiv):


 


(vi)          which does not have a
Combined Loan-to-Value Ratio in excess of (i) one hundred three percent
(103%) in the case of a Government Loan other than an RHS Loan, (ii) one
hundred three and one-half percent (103.5%) in the case of an RHS Loan or (iii) ninety-five
percent (95%) in the case of a Conventional Conforming Loan (or, in each case,
such other percentage determined by Buyer in its sole discretion and specified
in a written notice from Buyer to Seller from time to time) and, if its
Loan-to-Value Ratio is in excess of eighty percent (80%) (or such other percentage
as may be determined by Buyer in its sole discretion and specified in a written
notice from Buyer to Seller from time to time), it has private mortgage
insurance in an amount required by the applicable Agency Guidelines, unless
pursuant to Agency Guidelines in existence at the time such Mortgage Loan was
originated, private mortgage insurance is not required for such Mortgage Loan;


 


(xxiii)       which, if an RHS Loan, its
Purchase Price, when added to the sum of the Purchase Prices of all other RHS
Loans that are then subject to Transactions, is less than or equal to twenty
percent (20%) (or such other percentage as may be determined by Buyer in its
sole discretion and specified in a written notice from Buyer to Seller from
time to time) of the Facility Amount; and


 


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(xxiv)       which, if a Second Home
Loan, its Purchase Price, when added to the sum of the Purchase Prices of all
Second Home Loans that are then subject to Transactions, is less than or equal
to five percent (5%) (or such other percentage as may be determined by Buyer in
its sole discretion and specified in a written notice from Buyer to Seller from
time to time) of the Facility Amount.


 


G.            Clause (ii) of the definition of “Loan File” in the MRA is hereby amended to read as follows,
and a new clause (xiii) is hereby added to the definition of “Loan
File” as follows (and the period at the end of the existing clause (xii) thereof
is amended to read “; and”):


 


(ii)           if a Government Loan, a
valid eligibility certification from VA, FHA or RHS, as applicable, or such
other documentation as may be required by Buyer in its sole discretion and
specified in a written notice from Buyer to Seller from time to time, with
respect to such Mortgage Loan;


 


(xiii)         a copy of the DU/DO/LP
approval cover page or, for a CL Jumbo Loan, a copy of the related CHL
Correspondent Channel Approval Memorandum or, for an RHS Loan, a copy of the
related Conditional Commitment for Single Family Housing Loan Guarantee
1980-18.


 


H.            The following new Paragraph 2(b) is added to the end of Paragraph
2:


 


(b)           Interpretation.  Headings are for convenience only and do not
affect interpretation.  The following rules of
this Paragraph 2(b) apply unless the context requires
otherwise.  The singular includes the
plural and conversely.  A gender includes
all genders.  Where a word or phrase is
defined, its other grammatical forms have a corresponding meaning.  A reference in this Agreement to a Paragraph,
subparagraph, Exhibit or Schedule is, unless otherwise specified, a
reference to a Paragraph or subparagraph of, or an Exhibit or Schedule to,
this Agreement.  “Indorse” and
correlative terms used in the Uniform Commercial Code may be spelled with an
initial “e” instead of “i”.  A reference
to a party to this Agreement or another agreement or document includes the
party’s successors and permitted substitutes or assigns.  A reference to an agreement or document is to
the agreement or document as supplemented, amended, novated, restated or
replaced, except to the extent prohibited by any Transaction Document.  A reference to legislation or to a provision
of legislation includes a modification or re-enactment of it, a legislative
provision substituted for it and a regulation or statutory instrument issued
under it.  A reference to writing
includes a facsimile or electronic transmission and any other means of
reproducing words in a tangible and permanently visible form.  A reference to conduct includes an omission,
statement or undertaking, whether or not in writing.  An Event of Default exists until it has been
waived in writing by the appropriate Person or Persons or has been timely
cured.  The words “hereof”, “herein”, “hereunder”
and similar words refer to this Agreement as a whole and not to any particular
provision of this Agreement.  The term “including”
and correlative terms are not limiting and mean “including without limitation”,
whether or not that phrase is stated.  In
the computation of periods of time from a specified date to a later specified
date, the 


 


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word “from” means “from and including”, the words “to”
and “until” each mean “to but excluding”, and the word “through” means “to and
including”.  Unless otherwise
specifically provided, all determinations by Buyer shall be in its sole,
absolute and unfettered discretion.  This
Agreement may use several different limitations, tests or measurements to
regulate the same or similar matters; all such limitations, tests and
measurements are cumulative and each shall be performed in accordance with its
terms.  Except as otherwise expressly
provided herein, all terms of an accounting or financial nature shall be
construed in accordance with GAAP, as in effect from time to time; provided
that, if either Seller or Buyer gives notice to the other of them that it
requests an amendment to any provision hereof to eliminate the effect of any
change occurring after the effective date of this Agreement in GAAP or in its
application on the operation of such provision, whether any such notice is
given before or after such change in GAAP or in its application, then such
provision shall be interpreted on the basis of GAAP as in effect and applied
immediately before such change shall have become effective until such notice shall
have been withdrawn or such provision amended in accordance herewith.  Unless otherwise specifically provided, all
accounting calculations shall be made on an unconsolidated basis.  Except where otherwise provided in this
Agreement, references herein to “fiscal year” and “fiscal quarter” refer to
such fiscal periods of the Seller. 
Except where otherwise provided in this Agreement, any determination,
statement or certificate by the Buyer or an authorized officer of the Buyer or
any of its Affiliates provided for in this Agreement that is made in good faith
and in the manner provided for in this Agreement shall be conclusive and
binding on the parties in the absence of manifest error.  A reference to an agreement includes a
security interest, guarantee, agreement or legally enforceable arrangement,
whether or not in writing.  A reference
to a document includes an agreement (as so defined) in writing or a
certificate, notice, instrument or document or any information recorded on a
computer drive or other electronic media form. 
Where Seller is required by this Agreement to provide any document to
Buyer, it shall be provided in writing or printed form unless Buyer requests
otherwise, and at Buyer’s request, the document shall be provided in electronic
form or in both printed and electronic form. 
This Agreement and the other Transaction Documents are the result of
negotiations among between Buyer and Seller and are the product of all parties.  In the interpretation of this Agreement and
the other Transaction Documents, no rule of construction shall apply to
disadvantage one party on the ground that such party originated, proposed,
presented or was involved in the preparation of any particular provision of
this Agreement or of any other Transaction, or of this Agreement or such other
Transaction Document itself.  Except
where otherwise expressly stated, the Buyer may (i) give or withhold, or
give conditionally, approvals and consents, (ii) be satisfied or
unsatisfied, and (iii) form opinions and make determinations, in each case
in Buyer’s sole and absolute discretion. 
Any requirement of good faith, reasonableness, discretion or judgment by
Buyer shall not be construed to require Buyer to request or await receipt of
information or documentation not immediately available from or with respect to
Seller or any other Person or the 


 


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Purchased Mortgage Loans themselves.  Buyer may waive, relax or strictly enforce
any applicable deadline at any time and to such extent as Buyer shall elect,
and no waiver or relaxation of any deadline shall be applicable to any other
instance or application of that deadline or any other deadline, and no such
waiver or relaxation, no matter how often made or given, shall be evidence of or
establish a custom or course of dealing different from the express provisions
and requirements of this Agreement.


 


3.                                      Initiation; Confirmations; Termination


 


A.            Paragraph 3(b) is amended to add the
following sentence to the end of Paragraph 3(b):


 


Seller may (i) initially request less than one
hundred percent (100%) of the Purchase Price for any one or more Purchased
Mortgage Loans, (ii) repay part of the Purchase Price therefor to Buyer or
(iii) both, and may subsequently request that Buyer fund (or re-fund) the
balance of the Purchase Price to Seller, and in either case so long as no
Default or Event of Default has occurred and is continuing, Seller may elect
(but shall not be obligated) to fund (or re-fund) such balance to Seller.


 


B.            Paragraph 3(d) is amended in its
entirety to read as follows:


 


(d)           Failed Fundings.  Seller agrees to report to Buyer by facsimile
transmission or electronic mail as soon as practicable, but in no event later
than one (1) Business Day after each Purchase Date, any Mortgage Loans
which failed to be funded to the related Mortgagor, otherwise failed to close
for any reason or failed to be purchased hereunder.  Seller further agrees to (i) return, or
cause the Settlement Agent to return, to the Funding Account, for refunding to
Buyer, the portion of the Purchase Price allocable to such Mortgage Loans as
soon as practicable, but in no event later than one (1) Business Day after
the related Purchase Date, and (ii) indemnify Buyer for any loss, cost or
expense reasonably incurred by Buyer as a result of the failure of such
Mortgage Loans to close or to be delivered to Buyer; provided that
Seller shall not be required to indemnify Buyer for any loss, cost or expense
arising as a result of Buyer’s failure to fund the Purchase Price for an
Eligible Mortgage Loan by the end of the day on the related Purchase Date in
accordance with Paragraph 3(b) if Buyer is obligated to so fund
pursuant to Paragraph 3(b).


 


C.            Paragraph 3(e) is amended to add the
following two sentences to the end of Paragraph 3(e):


 


All
such transfers from Buyer to Seller are and shall be without recourse and
without any of the transfer warranties of UCC §3-416 or other warranty, express
or implied.  Notwithstanding the
foregoing or any other provisions to the contrary in this Agreement or any
other Transaction Document, Buyer shall not be obligated to transfer any
Purchased Mortgage Loans to Seller after the termination 


 


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of
this Agreement or Buyer’s liquidation of the Purchased Mortgage Loans pursuant
to Paragraph 12.


 


D.            A new Paragraph 3(i) is hereby added at the end of Paragraph
3 to read as follows:


 


(i)            Accrual and Payment of Price Differential.  The Price Differential for each Transaction
shall accrue during the period commencing on (and including) the day when the
Purchase Price is transferred into the Funding Account (or otherwise paid to
Seller) for such Transaction and ending on (but excluding) the day when the
Repurchase Price is paid to Buyer. 
Accrued Price Differential for each Purchased Mortgage Loan shall be due
and payable (i) on each Remittance Date, (ii) when any Event of
Default occurs and (iii) on each Business Day after any Event of Default
occurs and so long as it is continuing, to and including the day that the
Repurchase Price therefor shall be paid to Buyer.


 


4.                                      Margin Maintenance


 


A.            Paragraph 4(b) is amended to read in
its entirety as follows:


 


(b)           Margin Maintenance.  If the notice to be given by Buyer to Seller
under Paragraph 4(a) is given at or prior to 10:00 a.m.
Houston, Texas time on a Business Day, Seller shall transfer cash or Additional
Purchased Mortgage Loans to Buyer prior to 5:00 p.m. Houston, Texas time
on the date of such notice, and if such notice is given after 10:00 a.m.
Houston, Texas time, Seller shall transfer cash or Additional Purchased
Mortgage Loans prior to 9:30 a.m. Houston, Texas time on the Business Day
following the date of such notice.  All
cash required to be delivered to Buyer pursuant to this Paragraph 4(b) shall
be deposited by Seller into the Operating Account and applied by Buyer to
reduce the Repurchase Prices of such of the Purchased Mortgage Loans that are
then subject to outstanding Transactions as Buyer shall select, with the amount
to be applied to any particular Purchased Mortgage Loan to be determined by
Buyer, using such reasonable method of allocation as Buyer shall elect in its
sole discretion at the time.  Buyer’s
election, in its sole and absolute discretion, not to make a Margin Call at any
time there is a Margin Deficit shall not in any way limit or impair its right
to make a Margin Call at any other time a Margin Deficit exists.


 


5.                                      Accounts; Income Payments


 


A.            Paragraph 5(a) is amended to add the
following sentence at the end of Paragraph 5(a):


 


Any
provision hereof to the contrary notwithstanding and for the avoidance of
doubt, Seller agrees and acknowledges that Buyer is not required to return
funds on deposit in an Account to Seller if any amounts are owed to Buyer
hereunder by Seller.


 


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B.            The third sentence of Paragraph 5(c) is replaced with the
following sentence:


 


On
each Repurchase Date which occurs pursuant to Paragraph 3(e) with
respect to any Purchased Mortgage Loan, Buyer will apply the applicable amounts
on deposit in the Funding Account to the unpaid Repurchase Price due to Buyer
for such Purchased Mortgage Loan and, unless an Event of Default has occurred
and is continuing, Buyer will transfer the remaining balance, if any, in the
Funding Account to the Operating Account.


 


C.            Paragraph 5(e) is amended in its
entirety to read as follows:


 


(e)           Operating Account.


 


(i)            The Operating Account shall be used for the purposes of (1) Seller’s
payment of Price Differential and any other amounts owing to Buyer under this
Agreement, the Side Letter or any other Transaction Document, (2) Seller’s
funding of any shortfall between (x) the proceeds of an Eligible Mortgage
Loan being purchased by Buyer that are to be disbursed at its Origination and (y) the
Purchase Price to be paid by Buyer for that Eligible Mortgage Loan, (3) Seller’s
payment of any difference between the Repurchase Price and the amount received
by Buyer from the applicable Approved Takeout Investor in connection with the
repurchase of a Purchased Mortgage Loan pursuant to Paragraph 3(e) and
(4) for any cash payments made by Seller to satisfy Margin Calls pursuant
to Paragraph 4(b).


 


(ii)           On or before the fourth (4th) Business Day before each Remittance Date,
Buyer will notify Seller in writing of the Price Differential and other amounts
due Buyer on that Remittance Date.  On or
before the Business Day preceding each Remittance Date, Seller shall deposit
into the Operating Account an amount sufficient to pay all amounts due Buyer on
that Remittance Date.  On each Remittance
Date, Buyer shall withdraw funds from the Operating Account to effect such
payment to the extent of funds then available in the Operating Account.  If the funds on deposit in the Operating
Account are insufficient to pay the amounts then due Buyer in full, Seller
shall pay the deficiency amount on the date such payment is due by wire
transfer of such amount to the Operating Account, and Buyer shall withdraw the
funds so deposited to pay such deficiency to the extent of the funds deposited.


 


(iii)          Funds deposited by Seller in the Operating Account to cover the
shortfall, if any, referred to in clause (2) of subparagraph
5(e)(i) will be disbursed by Buyer to the Settlement Agent along with
the Purchase Price of the related Eligible Mortgage Loan being purchased by
Buyer to fund the Origination of such Mortgage Loan as provided in Paragraph
3(b).


 


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(iv)          At any time after a Margin Call, Buyer may withdraw funds from the
Operating Account to pay such Margin Call and shall apply the funds so
withdrawn for that purpose to reduce the Repurchase Prices of Purchased
Mortgage Loans then subject to outstanding Transactions as provided in Paragraph
4(b).  At any time after the
occurrence and during the continuance of an Event of Default, Buyer, in its
sole discretion, may apply the amounts on deposit in the Operating Account in
accordance with the provisions of Paragraph 5(f).


 


(v)           Unless (1) a Default of an Event of Default has occurred and is
continuing or (2) any amounts are then owing to Buyer or any Indemnified
Party under this Agreement or another Transaction Document, on Seller’s
request, Buyer will transfer the Operating Account balance to an account
designated by Seller.


 


D.            Paragraph 5(f) is amended in its
entirety to read as follows:


 


(f)            Application of Funds.  After the occurrence and during the
continuance of an Event of Default, at such times as Buyer may direct in its
sole discretion, Buyer shall apply all Income and such other amounts on deposit
in all or any of the Accounts other than escrow amounts held in the Collection
Account or another account and required to be used for the payment of taxes and
insurance on any Purchased Mortgage Loan, in the same order and manner as is
provided in the second grammatical paragraph of Paragraph 12(d) for
proceeds of dispositions of Purchased Mortgage Loans not repurchased by Seller.


 


E.             The last sentence of Paragraph 5(g) is replaced with the
following sentence:


 


If a Default or an Event of Default has occurred and
is continuing, or a Margin Deficit exists, as of the date Income is paid on a
Purchased Mortgage Loan subject to a Transaction hereunder, if directed by
Buyer, Seller shall cause such Income to be deposited directly into the
Collection Account or to such other account as Buyer may direct.


 


8.             Change in Requirement of Law


 


A.            Paragraph 8(e) is amended in its
entirety to read as follows:


 


(e)           If, within 10 days after
receipt of notice from Buyer demanding compensation pursuant to this Paragraph
(it being understood that a certificate described in clause (c) above
shall constitute such notice for purposes hereof), Seller notifies Buyer that
it declares the Termination Date in accordance with clause (i) of the
definition of “Termination Date” (which Termination Date shall occur not less
than 30 days following such notice from Seller to Buyer), Seller shall be
entitled to receive a pro-rated refund of the “Commitment Fee” (as defined in
that certain Commitment Letter dated September 30, 2010 between Seller and
Buyer) paid to Buyer on or about September 30, 2010.  Such refund shall be paid to Seller on the
Termination Date in an amount equal to (1) (i) the 


 


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quotient of the Commitment Fee divided by 364 times (ii) the
number of days following the Termination Date declared pursuant to this Paragraph
8(e) until October 28, 2011 less (2) any amounts owing by Seller
to Buyer or any other Indemnified Party as of the Termination Date.


 


11.                               Seller’s
Covenants


 


A.            Clause (iv) of Paragraph 11(x) is
hereby amended to replace subpart (B) thereof with the following:


 


(B)           maintain at all times Available Warehouse Facilities from buyers and
lenders other than Buyer such that the Available Warehouse Facility under this
Agreement constitutes no more than sixty-seven percent (67%) of Seller’s
aggregate Available Warehouse Facilities.


 


B.            A new Paragraph 11(bb) is hereby added at the end of Paragraph
11 read as follows:


 


(bb)         Seller shall not, and shall
not permit any of its Subsidiaries to, incur, permit to exist or commit to
incur any Debt that has not been approved by Buyer in writing in advance,
except the following (collectively, “Permitted Debt”):


 


(1)           Seller’s obligations under
this Agreement and the other Transaction Documents;


 


(2)           Seller’s and its
Subsidiaries’ obligations under other Available Warehouse Facilities;


 


(3)           obligations to pay taxes;


 


(4)           liabilities for accounts
payable, capitalized equipment or operating leases and similar liabilities, but
only if incurred in the ordinary course of business;


 


(5)           accrued expenses, deferred credits and loss contingencies that are properly classified as
liabilities under GAAP;


 


(6)           non-speculative Hedging
Arrangements incurred in the ordinary course of business; and


 


(7)           other Debt approved in
writing by Buyer, including the Permitted Debt, if any, described in Exhibit M
(Buyer shall have no obligation to approve any other Debt, and may approve or
disapprove it, in writing or otherwise, in Buyer’s sole and absolute
discretion).


 


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12.                               Events of
Default; Remedies


 


A.            Clause (xix) of Paragraph 12(a) is
hereby amended in its entirety to read as follows:


 


(xix)         without
the Buyer’s prior written consent, either of Douglas Lebda or David Norris
shall cease for any reason whatsoever, including death or disability, to be,
and to continuously perform the duties of, chairman and chief executive officer
of the Parent or president of the Seller, respectively, or, if such cessation
shall occur as a result of death or disability, no successor satisfactory to
Buyer, in its reasonable judgment, shall have become, and shall have commenced
to perform the duties of chairman and chief executive officer of the Parent or
president of the Seller, respectively, within ninety (90) days after such
cessation; provided that if any such satisfactory successor shall have
been so elected and shall have commenced performance of such duties within such
period, then the name of such successor or successors shall be deemed to have
been inserted in place of Douglas Lebda or David Norris, as applicable, in this
paragraph; or


 


B.            Clause (iii) of Paragraph 12(b) is
hereby amended to read as follows: “(iii) direct Seller to cause all
Income to be transferred into the Collection Account or another account
specified by the Buyer within one (1) Business Day after receipt by Seller
or any Subservicer;”.


 


C.            The first sentence of the third grammatical paragraph of Paragraph 12(d) is
amended in its entirety to read as follows:


 


The Parties acknowledge and
agree that (1) the Purchased Mortgage Loans subject to any Transaction
hereunder are instruments traded in a recognized market, (2) in the
absence (because of market disruptions or for any other reason whatsoever) of a
generally recognized source for prices of, or for bid or offer quotations for,
any one or more Purchased Mortgage Loans, Buyer may determine the values of
such Purchased Mortgage Loans using such means, methods, assumptions and
calculations as in its sole discretion it shall determine to be appropriate,
and the means, methods, assumptions and calculations so used by Buyer shall be
the only “reasonable determinant of value” for purposes of Section 562 of
the Bankruptcy Code, (3) all prices, bids and offers and values shall be
determined together with accrued Income (except to the extent, if any, contrary
to market practice with respect to the relevant Purchased Mortgage Loans) and
(4) in soliciting price, bid and offer quotations for any Purchased
Mortgage Loan, or in determining the value of any Purchased Mortgage Loans in
the absence of a generally recognized source for prices, bids and offers, it is
reasonable for Buyer to use only the information provided by Seller on the
daily data tape pursuant to subparagraph 11(g)(vii).


 


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13.                               Interim
Servicing of the Purchased Mortgage Loans


 


A.            The third sentence of Paragraph 13(e) is amended to read as
follows:


 


In the
event of such an appointment, Seller shall perform all acts and take all action
so that any part of the Credit File and related Servicing Records held by
Seller, together with all funds in the Collection Account and other receipts
relating to such Purchased Mortgage Loan, are promptly delivered to the
Successor Servicer, and shall otherwise fully cooperate with Buyer in
effectuating such transfer.


 


21.                               Entire
Agreement; Severability


 


Paragraph
21 is amended in its entirety to read in its
entirety as follows:


 


This
Agreement, as supplemented by the Side Letter, supersedes any existing
agreements between the Parties containing general terms and conditions for
repurchase transactions.  Each provision
and agreement of this Agreement and the other Transaction Documents shall be
treated as separate and independent from any other provision or agreement of
this Agreement and the other Transaction Documents and shall be enforceable
notwithstanding the unenforceability of any of such other provisions or
agreements.  Without limiting the
generality of the foregoing, if any phrase or clause of any Transaction
Document would render any provision or agreement of that (or any other) Transaction
Document unenforceable, such phrase or clause shall be disregarded and deemed
deleted, and such provision or agreement shall be enforced as fully as if the
offending phrase or clause had never appeared.


 


Exhibit B


 


A.            Item (aa) of Exhibit B is
hereby amended to replace “de minims” in the penultimate sentence thereof with “de
minimis”.


 


B.            Item (qqq) of Exhibit B is
hereby amended in its entirety to read as follows:


 


(qqq)      Ineligible
Loan Types.  The Mortgage Loan is not (i) a negative
amortization loan, (ii) a second lien loan, (iii) a home equity line
of credit or similar loan, (iv) an investor loan, (v) secured by
Mortgaged Property which is not occupied by the Mortgagor, (vi) a reverse
mortgage, (vii) a subprime Mortgage Loan or alt-A Mortgage Loan or (viii) considered
an “Expanded Approval” loan or such similar loan as described in applicable
Agency’s eligibility certification


 


C.            Item (sss) of Exhibit B is
hereby amended to replace the term “Cooperative Loan” therein with “condominium
loan.”


 


12

















 


Exhibit C


 


Exhibit C is amended to add the
following at the end thereof as Item XXIII:


 


XXIII.             PERMITTED
DEBT


 


Debt
incurred since date of Agreement or last Compliance Certificate (whichever is
later):


 


	
  Counterparty

  	
   

  	
  Amount

  	
   

  	
  Permitted?

  	
   

  	
  Under which clause of

  Paragraph 11(bb)?

  
	
   

  	
   

  	
   

  	
   

  	
  oYes oNo

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  oYes oNo

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  oYes oNo

  	
   

  	
   

  



 


Exhibit G


 


Exhibit G is amended to read in its
entirety as Exhibit G attached hereto.


 


Exhibit I


 


The field identified as “Loan-to-Value Ratio” on Exhibit I
is hereby amended to read “Combined Loan-to-Value Ratio”.


 


Exhibit J [Form of
Bailee Letter]


 


Exhibit J [Form of Bailee Letter] is hereby amended to add the following
provision as Paragraph 15 thereto:


 


15.  Proceeds
not Released; Automatic Reinstatement of JPM Chase’s Interests


 


No Release of Interest in Mortgages, Warehouse
Lender Release of Security Interest or other release that JPM Chase has
executed or executes will be effective to release JPM Chase’s interest in the proceeds
of any Loan unless and until the full Release Price for that Loan has actually
been received by JPM Chase, and JPM Chase’s interest in each such Loan and its
proceeds shall be automatically reinstated if and to the extent that JPM Chase
is required by order of any court of competent jurisdiction to refund or
disgorge the Release Price paid to JPM Chase.


 


13

















 


Exhibit M


 


Exhibit M attached to this Amendment
is hereby made a part of the MRA.


 


14

















 


As amended hereby, the MRA remains in full force and
effect, and the Parties hereby ratify and confirm it.


 


	
  JPMORGAN CHASE BANK, N.A.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ JOHN GREENE

  	
   

  
	
  John Greene 

  	
   

  
	
  Underwriter

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  HOME LOAN CENTER, INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ RIAN FUREY

  	
   

  
	
  Name:

  	
  Rian Furey

  	
   

  
	
  Title:

  	
  SVP

  	
   

  
				



 


[Signature Page to Amendment No.
4 to Master Repurchase Agreement]


 

















 


EXHIBIT G


 


SUBSIDIARY INFORMATION


 


	
  Name

  	
   

  	
  Address

  	
   

  	
  Place of

  Organization

  	
   

  	
  State(s) in

  which qualified

  	
   

  	
  Seller’s

  percentage

  ownership

  	
   

  
	
  HLC Escrow, Inc.
  (formerly HLC Escrow and Settlement Services)

  	
   

  	
  163 Technology Drive,

  Suite 200, Irvine, CA 92618

  	
   

  	
  CA

  	
   

  	
  CA, WA

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  HLC Settlement
  Services, Inc.

  	
   

  	
  163 Technology Drive,

  Suite 200, Irvine, CA 92618

  	
   

  	
  CA

  	
   

  	
  PA

  	
   

  	
  100

  	
  %

  



 

















 


EXHIBIT M


 


CERTAIN PERMITTED DEBT


 


None.