EX-10.28



 Exhibit 10.28 

CONFIDENTIAL TREATMENT REQUESTED 

INFORMATION FOR WHICH CONFIDENTIAL TREATMENT 

HAS BEEN REQUESTED IS OMITTED AND NOTED WITH “****”. 

AN UNREDACTED VERSION OF THIS 

DOCUMENT HAS ALSO BEEN PROVIDED TO THE 

SECURITIES AND EXCHANGE COMMISSION 

Execution Copy 
 FIFTH AMENDMENT
TO MASTER REPURCHASE AGREEMENT 
 THIS FIFTH AMENDMENT TO MASTER REPURCHASE AGREEMENT (this “Amendment”), dated as of
May 31, 2012, is made and entered into by and between SIRVA Mortgage, Inc., an Ohio corporation (the “Seller”), and U.S. Bank National Association (the “Buyer”). 

RECITALS: 
 A. The Seller and the
Buyer are parties to a Master Repurchase Agreement dated as of December 30, 2009, as amended by a First Amendment to Master Repurchase Agreement dated as of July 16, 2010, a Second Amendment to Master Repurchase Agreement dated as of
September 2, 2010, a Third Amendment to Master Repurchase Agreement dated as of March 23, 2011, and a Fourth Amendment to Master Repurchase Agreement dated as of May 31, 2011 (as so amended, the “Repurchase
Agreement’). 
 B. The Seller and the Buyer now desire to amend certain provisions of the Repurchase Agreement as set forth herein.

 AGREEMENT: 
 In
consideration of the premises herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 

Section 1. Definitions. Capitalized terms used and not otherwise defined in this Amendment have the meanings specified in the
Repurchase Agreement. 
 Section 2. Amendments. The following amendments are made to the Repurchase Agreement: 

2.1. Definitions. Section 1.2 of the Repurchase Agreement is hereby amended as follows: 

1. The definitions of “Alternate Base Rate,” “Balance Funded Rate,” “Buyer’s Margin
Percentage,” “HUD Compare Ratio,” and “Termination Date” are amended and restated in their respective entireties as follows: 

“Alternate Base Rate” means, ****. 

“Balance Funded Rate” means ****. 

“Buyer’s Margin Percentage” means: 

(i) for all Purchased Loans, except Low CLTV MIP Mortgage Loans, High CLTV MIP Mortgage Loans, and Jumbo Mortgage Loans, 95%;








 (ii) for Low CLTV MIP Mortgage Loans, including for Wet Loans that are Low CLTV
MIP Mortgage Loans, 94%; 
 (iii) for Jumbo Mortgage Loans, including for Wet Loans that are Jumbo Mortgage Loans and
Everbank Jumbo Mortgage Loans, 93%; and 
 (iv) for High CLTV MIP Mortgage Loans, including for Wet Loans that are High CLTV
MIP Mortgage Loans, 92%. 
 “HUD Compare Ratio” means the ratio of (a) the percentage of Seller’s
Mortgage Loan originations under the FHA single family mortgage insurance program that defaulted in the first two years after origination to (b) the percentage of all Mortgage Loan originations under the FHA single family mortgage insurance
program that defaulted in the first two years after origination, in each case nationally for all types of loans and periods of default, determined as set forth on HUD’s Neighborhood Watch/Early Warning System website
(https://entp.hud.gov/sfnw/public/). 
 “Termination Date” means the earliest of (a) May 30, 2013,
(b) the date when the Buyer’s Commitment is terminated and the Repurchase Prices for all Open Transactions become due and payable under Section 18.2, by order of any Governmental Authority or by operation of law, and
(c) the date on which the Buyer’s Commitment is reduced to zero pursuant to Section 2.3. 
 2. The
following new definitions are added: 
 “Everbank Jumbo Mortgage Loan” means a Jumbo Mortgage Loan that is a
Purchased Loan and originated pursuant to an Investor Commitment from Everbank. 
 “Everbank Jumbo Mortgage Loans
Sublimit” is defined in Section 4.2(c). 
 3. The definitions of “Ally Bank Loan” and
“Ally Bank Loans Sublimit” are deleted in their respective entireties. 
 2.2. Sublimits.
Section 4.2(c) of the Repurchase Agreement is amended and restated in its entirety as follows: 
 (c) The Aggregate
Outstanding Purchase Price of all Purchased Loans that are of the type listed in the first column of the following table shall not exceed the percentage of the Buyer’s Committed Sum listed in the second column of the table (the name of that
Sublimit is set forth in the third column). 

  
 2 









							
	 	  	Maximum	 	 	 
	 	  	percentage/amount of	 	 	 
	 Type of Purchased Loan
	  	Buyer’s Committed
Sum	 	 	 Name of Sublimit

	 Jumbo Mortgage Loans
	  	 	****	% 	 	“Jumbo Loans Sublimit”
	 High CLTV MIP Mortgage Loans
	  	 	****	% 	 	 “High CLTV MIP Mortgage

Loans Sublimit”

	 Low CLTV MIP Mortgage Loans
	  	 	****	% 	 	 “Low CLTV MIP Mortgage

Loans Sublimit”

	 Everbank Jumbo Mortgage Loans
	  	 	****	% 	 	 “Everbank Jumbo Mortgage

Loans Sublimit”


 2.3. Adjusted Tangible Net Worth. Section 17.12 of the Repurchase Agreement is
amended and restated in its entirety as follows: 
 17.12 Adjusted Tangible Net Worth. At all times, the Seller’s
Adjusted Tangible Net Worth shall not be less than the greater of (a) $13,500,000 or (b) $20,000,000 less the amount of the balance, if any, of the receivable owed to the Seller by the Parent. 

2.4. Compliance Certificate. Exhibit C to the Master Repurchase Agreement is hereby amended in its entirety to
read as set forth in Exhibit C hereto. 
 2.5. Approved Investors. Schedule AI to the Master Repurchase
Agreement is hereby amended in its entirety to read as set forth in Schedule AI hereto. 
 Section 3. Conditions Precedent
and Effectiveness. This Amendment shall be effective as of the date first above written, upon the occurrence of the following events: 

3.1. delivery to the Buyer of this Amendment duly executed by the Seller in a quantity sufficient that the Buyer and the Seller
may each have a fully executed original of each such document; 
 3.2. delivery to the Buyer of a resolution of the
Seller’s board of directors, certified as of the date of this Amendment by its corporate secretary, authorizing the execution, delivery, and performance of this Amendment and all other agreements, instruments, certificates, and other documents
required in connection herewith (collectively, the “Amendment Documents”), which certificate shall also certify as to the incumbency of the officers executing the Amendment Documents on behalf of the Seller; and 

3.3. delivery to the Buyer of such other documents as it may reasonably request. 

  
 3 








 Section 4. Costs and Expenses. The Seller hereby reaffirms its agreement under the
Repurchase Agreement to pay or reimburse the Buyer on demand for all costs and expenses incurred by the Buyer in connection with the Repurchase Agreement and the Transactions, including without limitation all reasonable fees and disbursements of
legal counsel. Without limiting the generality of the foregoing, the Seller specifically agrees to pay all fees and disbursements of counsel to the Buyer for the services performed by such counsel in connection with the preparation of the Amendment
Documents. 
 Section 5. Miscellaneous. 

5.1. Ratifications. The terms and provisions of this Amendment shall modify and supersede all inconsistent terms and
provisions of the Repurchase Agreement and the other Repurchase Documents, and, except as expressly modified and superseded by this Amendment, the terms and provisions of the Repurchase Agreement and each other Repurchase Document are ratified and
confirmed and shall continue in full force and effect. 
 5.2. Seller Representations and Warranties. The Seller
hereby represents and warrants that (a) the representations and warranties made by the Seller in Article 15 of the Repurchase Agreement and in the other Repurchase Documents are true and correct in all material respects with the same force and
effect on and as of the date hereof as though made as of the date hereof, and (b) after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing. 

5.3. Survival. The representations and warranties made by the Seller in this Amendment shall survive the execution and
delivery of this Amendment. 
 5.4. Reference to Repurchase Agreement. Each of the Repurchase Documents, including the
Repurchase Agreement and any and all other agreements, documents, or instruments now or hereafter executed and delivered pursuant to the terms hereof or pursuant to the terms of the Repurchase Agreement as amended hereby, is hereby amended so that
any reference in such Repurchase Document to the Repurchase Agreement refers to the Repurchase Agreement as amended and modified hereby. 

5.5. Applicable Law. This Amendment shall be governed by and construed in accordance with the laws of the State of
Minnesota. 
 5.6. Successors and Assigns. This Amendment is binding upon and shall inure to the benefit of the Buyer,
the Seller, and their respective successors and assigns, except that the Seller may not assign or transfer any of its rights or obligations hereunder without the prior written consent of the Buyer. 

5.7. Counterparts. This Amendment may be executed in one or more counterparts, each of which when so executed shall be
deemed to be an original, but all of which when taken together shall constitute one and the same instrument. 
 5.8.
Headings. The headings, captions, and arrangements used in this Amendment are for convenience only and shall not affect the interpretation of this Amendment. 

  
 4 








 5.9. ENTIRE AGREEMENT. THIS AMENDMENT AND THE OTHER REPURCHASE DOCUMENTS
REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES HERETO AND THERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF AND THEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES HERETO OR
THERETO. 
 [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] 

  
 5 








 IN WITNESS WHEREOF the parties have caused this Amendment to be executed as of the date first
written above. 
 SELLER AND SERVICER: 
  

			
	 SIRVA MORTGAGE, INC.,
 as Seller and
Servicer

		
	By:	 	/s/ Paul E. Klemme
	Name:	 	 Paul E. Klemme

	Title:	 	 President

	Date:	 	 5/31/12



 BUYER: 
  

			
	 U.S. BANK NATIONAL ASSOCIATION,
 as
Buyer

		
	By:	 	/s/ Edwin D. Jenkins
	Name:	 	 Edwin D. Jenkins

	Title:	 	 Senior Vice President

	Date:	 	 May 31, 2012



 [Signature Page to Fifth Amendment to Master Repurchase Agreement] 







 EXHIBIT C TO FIFTH AMENDMENT TO 

MASTER REPURCHASE AGREEMENT 

EXHIBIT C 
 TO MASTER REPURCHASE
AGREEMENT 
 FORM OF OFFICER’S CERTIFICATE WITH COMPUTATIONS 

TO SHOW COMPLIANCE OR NON-COMPLIANCE WITH 

CERTAIN FINANCIAL COVENANTS 

OFFICER’S CERTIFICATE 
  

	BUYER:	U.S. Bank National Association 

  

	SELLER:	SIRVA Mortgage, Inc. 

 SUBJECT PERIOD:
                     ended
                    , 20      

DATE:                     , 20
     
 This certificate is delivered to the Buyer under the Master Repurchase Agreement dated as of
December 30, 2009 (as supplemented, amended or restated from time to time, the “Current Repurchase Agreement”) between the Seller and the Buyer. Unless they are otherwise defined in this request, terms defined in the Current
Repurchase Agreement have the same meanings here as there. 
 The undersigned officer of the Seller certifies to the Buyer that on the date
of this certificate that: 
 1. The undersigned is an incumbent officer of the Seller, holding the title stated below the undersigned’s
signature below. 
 2. The Seller’s Financial Statements that are attached to this certificate were prepared in accordance with GAAP
(except that interim, i.e. other than annual, Financial Statements exclude notes to Financial Statements and statements of changes to stockholders’ equity and are subject to year-end adjustments) and (subject to the aforesaid proviso as to
interim Financial Statements) present fairly the Seller’s financial condition and results of operations as of                     for that month
(the “Subject Period”) and for the year to that date. 
 3. The undersigned officer of the Seller supervised a review of the
Seller’s activities during the Subject Period in respect of the following matters and has determined the following: 

(a) except to the extent that a representation or warranty speaks to a specific date, the representations and warranties of the
Seller in the Current Repurchase Agreement and the other Repurchase Documents are true and correct in all material respects, other than the changes, if any, described on the attached Annex A; 

  
 C-1 








 (b) no event has occurred that could reasonably be expected to have a materially
adverse effect on any of the Central Elements of the Seller; 
 (c) the Seller has complied with all of its obligations under
the Repurchase Documents, other than the deviations, if any, described on the attached Annex A; 
 (d) no Event of
Default has occurred that has not been declared by the Buyer in writing to have been cured or waived, and no Default has occurred that has not been cured before it became an Event of Default, other than those Events of Default and/or Defaults, if
any, described on the attached Annex A; and 
 (e) compliance by the Seller with the financial covenants in
Sections 17.7, 17.11, 17.12, 17.13, 17.14, 17.15, and 17.20 of the Current Repurchase Agreement is accurately calculated on the attached Annex A. 

 

			
	SIRVA MORTGAGE, INC.
		
	By:	 	 
	Name:	 	 
	Title:	 	 



  
 C-2 








 ANNEX A TO OFFICER’S CERTIFICATE 

1. Describe changes from representations and warranties, if any — clause 3(a) of attached Officer’s Certificate — if
none, so state: 
 2. Describe deviations from compliance with obligations, if any — clause 3(b) of attached Officer’s
Certificate — if none, so state: 
 3. Describe Defaults or Events of Default, if any — clause 3(c) of attached
Officer’s Certificate — if none, so state: 
 4. Provide Purchased Loans Curtailment Report — Section 16.4(c) of
the Current Repurchase Agreement — if none, so state: 
 5. Calculate compliance with covenants in Section 17.7,
Sections 17.11 through 17.15, and Section 17.20 of Current Repurchase Agreement: 
 (a)
Section 17.7. 
 The Buyer is currently providing
$             in financing to SIRVA Relocation Funding, LLC (the maximum under Section 17.7 is $12,000,000). List existing loans to SIRVA Relocation Funding here —
if none, so state: 

  
 C-3 








 (b) Section 17.11. 

 

					
	 GAAP Net Income during the current fiscal year:
	  	$	                    	(A) 
	 50% of (A):
	  	$	                    	(B) 
	 Distributions and cash dividends declared or paid during current fiscal year (excluding the one-time $3,000,000 distribution to the
Parent permitted by the Fourth Amendment to the Current Repurchase Agreement):
	  	$	                    	(C) 

 Mark an “X” in each box to indicate compliance with the corresponding requirements of Section 17.11 of the
Current Repurchase Agreement: 
  

					
	 	  	 Requirement
	  	Compliance
(“X”)
	1.	  	The Seller has made no payment of dividends or distributions and has not (i) declared or paid cash dividends; (ii) declared or paid any dividends payable on any shares of any class of its capital stock; (iii) applied any of its
property to the purchase, redemption, or other retirement of any shares of any class of its capital stock; (iv) set apart any sum for the payment of any dividends on, or for the purchase, redemption, or other retirement of, any shares of any class
of its capital stock; or (v) made any other distribution, by reduction of capital or otherwise, in respect of any shares of any class of its capital stock, that caused, or will cause, an Default or Event of Default under the Current Repurchase
Agreement.	  	
			
	2.	  	The Seller has not (i) declared or paid cash dividends upon any of the stock of the Seller or (ii) made any distributions of the property or assets of the Seller, other than declaring and paying dividends to its stockholders up to
an aggregate amount for all such dividends and distributions of less than fifty percent (50%) of the GAAP Net Income during the Seller’s current fiscal year (excluding the one-time $3,000,000 distribution to the Parent permitted by the Fourth
Amendment to the Current Repurchase Agreement).	  	


  
 C-4 








 (c) Section 17.12. The Seller’s Adjusted Tangible Net Worth as of
                     is $                    
(the minimum under Section 17.12 is the greater of (a) $13,500,000 or (b) $20,000,000 less the amount of the receivable owing from the Parent to the Seller.) 

Adjusted Tangible Net Worth 
  

					
	 GAAP Net Worth
	  	 	$                        	  
	 Minus Receivables due from Affiliates
	  	 	$                        	  
	 Excluding:
	  			
	 Loans to SIRVA Relocation Funding, LLC
	  	 	-$                    	  
	 CMSR securitization receivable
	  	 	-$                    	  
	 Minus Intangible Assets
	  	 	$                        	  
	 Minus Assets not acceptable to Buyer
	  	 	$                        	  
	 ADJUSTED TANGIBLE NET WORTH:
	  	 	$                        	  

 (d) Section 17.13. The ratio of the Seller’s to Total Liabilities to Adjusted Tangible
Net Worth of the Seller on a consolidated basis with their Subsidiaries, measured monthly is          to 1.0 (the maximum ratio under Section 17.13 is 12.0:1.0.) 

Leverage Ratio 
  

					
	 Total Liabilities (excluding Qualified Subordinated Debt, but including off-balance sheet liabilities):
	  	 	$                    	  
	 Adjusted Tangible Net Worth:
	  	 	$                    	  
	 LEVERAGE RATIO:
	  	 	         to 1.0	  

 (e) Section 17.14. The Seller’s GAAP income for the twelve
months ended             , 20          is
$                     (the minimum under Section 17.14 is $1.00.) 

(f) Section 17.15. The Seller’s liquidity (unrestricted cash, Cash Equivalents and
unused portion of the Purchase Value of the Purchased Loans), as of                     , 20          is
$             (the minimum under Section 17.15 is $6,500,000). 

Liquidity 
  

					
	 Unencumbered cash and cash equivalents:
	  	 	$                    	  
	 Plus Unused availability against Purchased Loans (Purchase Value—Purchase Price):
	  	 	$                    	  
	 LIQUIDITY:
	  	 	$                    	  

  

  
 C-5 








 (g) Section 17.20. The Seller’s HUD Compare Ratio, as of
            , 20          is          to 1.00 (the maximum under Section 17.20 is 1.50 to
1.00). 
 6. Describe and give details regarding (a) notices received by the Seller requesting or demanding that the Seller repurchase
(or pay indemnity or other compensation in respect of) Mortgage Loans previously sold or otherwise disposed of by the Seller to any Approved Investor or other Person pursuant to any express or implied repurchase or indemnity obligation as provided
pursuant to Section 16.5, and (b) actual repurchase and indemnity payments made by the Seller to any Person. 
  

									
	 	  	3/31/2012	  	6/30/2012	  	9/30/2012	  	12/31/2012
	 Loan Repurchase Requests
	  		  		  		  	
	 Reserve amount
	  		  		  		  	
		  	  
	  	  
	  	  
	  	  

	 Loan Repurchase Requests (net)
	  		  		  		  	
		  	  
	  	  
	  	  
	  	  

	 Reserve policy
	  		  		  		  	
	 Loan Repurchases
	  		  		  		  	
	 Reserve amount
	  		  		  		  	
		  	  
	  	  
	  	  
	  	  

	 Loan Repurchases (net)
	  		  		  		  	
		  	  
	  	  
	  	  
	  	  

	 Reserve policy
	  		  		  		  	
	 Loans Held for Investment
	  		  		  		  	
	 Reserve amount
	  		  		  		  	
		  	  
	  	  
	  	  
	  	  

	 Loans Held for Investment (net)
	  		  		  		  	
		  	  
	  	  
	  	  
	  	  

	 LHFI reserve policy
	  		  		  		  	
	 REO
	  		  		  		  	
	 Reserve amount
	  		  		  		  	
		  	  
	  	  
	  	  
	  	  

	 REO (net)
	  		  		  		  	
		  	  
	  	  
	  	  
	  	  

	 REO reserve policy
	  		  		  		  	


  
 C-6 








 SCHEDULE AI TO FIFTH AMENDMENT TO 

MASTER REPURCHASE AGREEMENT 

SCHEDULE AI 
 TO MASTER REPURCHASE
AGREEMENT 
 APPROVED INVESTORS LIST 

as of May 31, 2012 
  

									
	 Investor
	 	S&P CP
Rating	 	 Moody’s CP

Rating
	 	 Related Parent

Company
	 	 Product Eligibility

	 ****
	 	A-l	 	P-l	 		 	Conforming/Non-Conforming
					
	 ****
	 	A-l	 	P-l	 	JP Morgan Chase Bank, N.A.	 	Conforming/Non-Conforming
					
	 ****
	 	A-l	 	P-l	 	Citigroup, Inc.	 	Conforming/Non-Conforming
					
	 ****
	 	N/A	 	N/A	 		 	Conforming/Non-Conforming
					
	 ****
	 	N/A	 	N/A	 	U.S. Treasury	 	Conforming
					
	 ****
	 	N/A	 	N/A	 	U.S. Treasury	 	Conforming
					
	 ****
	 	A-1+	 	P-l	 		 	Conforming/Non-Conforming
					
	 ****
	 	N/A	 	N/A	 		 	Conforming
					
	 ****
	 	N/A	 	N/A	 		 	Conforming
					
	 ****
	 	A-2	 	P-l	 	Suntrust Banks, Inc.	 	Conforming/Non-Conforming
					
	 ****
	 	A-l	 	P-l	 	U.S. Bank, N.A.	 	Conforming/Non-Conforming
					
	 ****
	 	A-1+	 	P-l	 	Wells Fargo & Company	 	Conforming/Non-Conforming