Exhibit 10.1






EXHIBIT 10.1




Execution Version




FIFTH AMENDMENT TO MASTER REPURCHASE AGREEMENT




THIS FIFTH AMENDMENT TO MASTER REPURCHASE AGREEMENT (this “Amendment”), dated as of March 4,
2011, is by and between DHI Mortgage Company, Ltd., a Texas limited partnership (the “Seller”), and
U.S. Bank National Association, a national banking association, as a Buyer, as Administrative
Agent, and as Syndication Agent (“U.S. Bank”).



RECITALS




A. The Seller and U.S. Bank are parties to that certain Master Repurchase Agreement, dated as
of March 27, 2008, as amended by a First Amendment to Master Repurchase Agreement, dated as of
March 5, 2009, a Second Amendment to Master Repurchase Agreement, dated as of September 23, 2009, a
Third Amendment to Master Repurchase Agreement, dated as of March 4, 2010, and a Fourth Amendment
to Master Repurchase Agreement, dated as of July 30, 2010 (as amended, the “Repurchase Agreement”).



B. The Seller and U.S. Bank desire to amend the Repurchase Agreement as provided 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 hereby 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.



2.1 Definitions. The definitions of “LIBOR Margin,” “Purchased Loans” and
“Termination Date” in Section 1.2 of the Repurchase Agreement are amended to read in their
entireties as follows:




“LIBOR Margin” means 2.50%.




“Termination Date” means the earlier of (i) March 4, 2012, or (ii) the date (the
“Commitments Cancellation Date”) when the Buyers’ Commitments are terminated
pursuant to this Agreement, by order of any Governmental Authority or by operation of
law.




“Purchased Loans” means the eligible Loans sold by the Seller to the Buyers in
Transactions, and any Eligible Loans substituted therefor in accordance with Section 11.
The term “Purchased Loans” with respect to any Transaction at any time shall also include
Additional Purchased Loans delivered pursuant to Section 6.1. For clarity, “Purchased
Loans” shall not mean or include loans repurchased by Seller pursuant to Section 6.1 or
otherwise.


 


 









 





2.2 Purchase Price Decrease. Section 3.4(c) of the Master Repurchase Agreement is
amended and restated in its entirety as follows:




(c) Purchase Price Decrease. The Seller may at any time and from time to time, request
a Purchase Price Decrease by notice to the Administrative Agent no less than one (1)
Business Day prior to the date that the Seller intends to effectuate such Purchase Price
Decrease, specifying the date of the Purchase Price Decrease (the “Purchase Price Decrease
Date”). The Purchase Price Decrease amount shall be due and payable in immediately
available funds on the Purchase Price Decrease date specified therein. Each Purchase Price
Decrease must be in an amount not less than $1,000,000. No Purchased Loans shall be, or be
deemed to be, repurchased in connection with a Purchase Price Decrease, unless requested in
writing pursuant to Section 6.1(b).



2.3 LIBOR Floor. Section 5.1 of the Repurchase Agreement is amended by deleting the
proviso clause at the end thereof and by substituting in lieu thereof the following:




	 	 	 	; provided that, notwithstanding the foregoing, the Pricing Rate will not in any
event be less than three and three-quarters percent (3.75%).





2.4 Section 6.1(b) of the Repurchase Agreement is amended and restated in its entirety as
follows:




	 	 	 	6.1(b) On any Business Day on which the Purchase Value of the Purchased Loans
subject to Transactions exceeds the then outstanding aggregate Repurchase Price of
all Transactions (a “Margin Excess”), so long as no Default or Event of Default has
occurred and is continuing or will result therefrom, the Administrative Agent shall,
upon receipt of written request from the Seller either remit cash or Release
Purchased Loans as may be designated in a request by Seller, in either case, in an
amount equal to the lesser of (i) the amount requested by the Seller and (ii) such
Margin Excess, subject always to the other limitations of this Agreement. If cash
is to be remitted, then the Administrative Agent shall treat the receipt of the
written request of Seller under this Section 6.1(b) as if it were a request for a
Transaction. To the extent the Administrative Agent remits cash to the Seller, such
cash shall be (y) additional Purchase Price with respect to the Transactions, and
(z) subject in all respect to the provisions and limitations of this Agreement.
Each Buyer shall fund its Pro Rata share of such additional Purchase Price as if the
remission of such Margin Excess were the initiation of a Transaction
hereunder. For clarity, the term “Release,” as used in this Section 6.1(b), shall
mean Buyers re-sale to Seller of one or more designated Purchased Loans and Buyers’
delivery to Seller of the File for each such Purchased Loan.



 


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2.5 Additional Warehouse Facility. Section 17.2(e) of the Repurchase Agreement is
amended and restated in its entirety and a new Section 17.2(f) is hereby added to the Repurchase
Agreement, as follows:




(e) GAAP Indebtedness owing to Parent or an Affiliate of Parent under a
mortgage warehousing facility, mortgage repurchase facility, or off-balance sheet
indebtedness under another arrangement to finance residential mortgage loans, so
long as (i) such indebtedness is secured only by the mortgage loans financed under
such facility and (ii) U.S. Bank as custodian holds the mortgage loan files for all
mortgage loans pledged or sold under such facility; and




(f) With the prior written consent of the Required Buyers (which consent shall
not be unreasonably withheld, delayed or conditioned upon fees), GAAP Indebtedness
under a mortgage warehousing facility, mortgage repurchase facility, or off-balance
sheet indebtedness under another arrangement to finance residential mortgage loans,
other than those described in subsections (c), (d) and (e) of this Section 17.2,
provided that the Buyers are given a right of first refusal regarding only similarly
structured syndicated mortgage warehousing facilities or mortgage repurchase
facilities. Buyers shall have a right of first refusal (“Buyers’ ROF”) regarding
only new, similarly structured mortgage warehousing facilities or mortgage
repurchase facilities (each a “Finance Facility”). In the event Seller elects to
enter into Financing Facility, Seller shall provide to Buyers the material terms of
the proposed Finance Facility by delivery to Buyers of a term sheet substantially in
the form of Term Sheet attached hereto as Exhibit G (“ROF Term Sheet”). Within 15
days following Buyers’ receipt of the ROF Term Sheet, Buyers shall notify Seller in
writing whether Buyers elect to exercise Buyers’ ROF. If within the 15-day period
Buyers (i) fail to notify Sellers in writing of Buyer’s election, or (ii) Buyers
notify Seller in writing that Buyers decline to exercise Buyers’ ROF, then Seller
shall have the right to enter into a Financing Facility substantially in accordance
with the terms of the ROF Term Sheet. If within the 15-day period Buyers notify
Seller in writing that Buyers elect to exercise Buyers’ ROF, then Buyers and Seller
shall commence to complete the Financing Facility in a prompt and reasonable manner.



2.6 Distributions. Section 17.11 of the Repurchase Agreement is amended and restated
in its entirety as follows:




17.11 Distributions. The Seller shall make no payment of dividends or distributions
to any of its partners if either before or after giving effect thereto a Default or an Event
of Default exists or shall be caused thereby. For the avoidance of doubt, Seller’s exercise
of its right under this Section 17.11 shall not be or be deemed to be a Default or an Event
of Default under Section 17.4 or Section 17.7 hereof.



2.7 Financial Covenants. Sections 17.12 and 17.15 of the Repurchase Agreement are
amended and restated in their entireties as follows:




17.12 Tangible Net Worth. At all times, the Seller’s Consolidated Tangible Net Worth
shall not be less than $75,000,000.




17.15 Liquidity. Seller’s Liquidity shall at all times be no less than $45,000,000.


 


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2.8 Eligibility Requirements for Jumbo Loans. Schedule EL to the Repurchase Agreement
is amended by amending and restating paragraph (8) thereof and adding a new paragraph (23) thereto
as follows:




(8) In the case of a Jumbo Mortgage Loan, (i) has a loan-to-value ratio greater than
80% (provided that the loan-to-value ratio may be greater than 80% but not greater than 90%,
so long as the portion of the Mortgage Loan principal in excess of 80% of the value of the
Mortgaged Premises is covered by mortgage insurance acceptable to Buyer), (ii) is not fully
documented as to income or asset values, (iii) is not eligible for purchase by two Approved
Investors with short-term unsecured obligations rated not lower than A-1/P-1, or (iv) has
not been prior approved for purchase by an Approved Investor with short-term unsecured
obligations rated not lower than A-1/P-1.




(23) That is not covered by an Investor Commitment or Hedge Agreement.



2.9 Form of Compliance Certificate. Exhibit C to the Repurchase Agreement is amended
and restated in its entirety to read as set forth on Exhibit A.



2.10 Approved Investors. Schedule AI to the Repurchase Agreement is amended and
restated in its entirety to read as set forth on Exhibit B.



2.11 Authorized Representatives. Schedule AR to the Repurchase Agreement is amended
and restated in its entirety to read as set forth on Exhibit C.



2.12 Committed Sum. Schedule BC to the Repurchase Agreement is amended and restated
in its entirety to read as set forth on Exhibit D.



2.13 ROF Term Sheet. A new Exhibit G is hereby added to the Repurchase Agreement, as
set forth on Exhibit E hereto.



2.14 Supplemental Facility Fee. Effective as of the date of this Amendment, U.S. Bank
will no longer be increasing its Committed Sum on the first seven and last five Business Days of
the Seller’s fiscal quarters. Accordingly, from and after March 1, 2011, Seller shall not be
required to pay the Supplemental Facility Fee set forth in the Amended and Restated Agency Fee
Letter dated as of March 5, 2009, by and between Seller and U.S. Bank (the “Fee Letter”). All
other terms and conditions of the Fee Letter remain in full force and effect and are not modified
hereby.



Section 3. Conditions Precedent. This Amendment shall become effective as of the date
first above written upon delivery by the Seller of, and compliance by the Seller with, the
following:



3.1 This Amendment duly executed by the Seller and U.S. Bank.



3.2 Original resolutions of the Seller’s general partner’s board of directors, certified as of
the date of this Amendment by the Seller’s general partner’s corporate secretary, assistant
secretary, or other authorized officer, authorizing the execution, delivery, and performance by the
Seller of this Amendment and all other documents and instruments to be delivered by the Seller
pursuant to this Amendment (the “Amendment Documents”).


 


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3.3 A certificate of the Seller’s general partner’s corporate secretary, assistant secretary,
or other authorized officer as to (i) the incumbency of the Seller’s officers executing this
Agreement and all other Amendment Documents executed or to be executed by or on behalf of the
Seller and (ii) the authenticity of such officers’ signatures, specimens of which shall be included
in such certificate or set forth on an exhibit attached to it (U.S. Bank shall be entitled to rely
on that certificate until the Seller has furnished a new certificate to U.S. Bank).



3.4 Such other documents as U.S. Bank may reasonably request.



Section 4. Miscellaneous.



4.1 Ratifications. The terms and provisions set forth in this Amendment shall modify
and supersede all terms and provisions set forth in the Repurchase Agreement and the other
Repurchase Documents that are inconsistent with this Amendment, and 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.



4.2 Seller Representations and Warranties. The Seller hereby represents and warrants
that the representations and warranties set forth in Section 15 of the Repurchase Agreement 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.



4.3 Survival. The representations and warranties made by the Seller in this Amendment
shall survive the execution and delivery of this Amendment.



4.4 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 shall refer to the Repurchase Agreement as amended and
modified hereby.



4.5 Applicable Law. This Amendment shall be governed by and construed in accordance
with the laws of the State of New York as applicable to the Repurchase Agreement.



4.6 Successors and Assigns. This Amendment is binding upon and shall inure to the
benefit of the Seller, U.S. Bank, and their respective successors and assigns, except that the
Seller may not assign or transfer any of its rights or obligations hereunder without U.S. Bank’s
prior written consent.



4.7 Counterparts. This Amendment may be executed in one or more counterparts, each of
which when so executed shall be deemed an original, but all of which when taken together shall
constitute one and the same instrument.


 


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4.8 Headings. The headings, captions, and arrangements used in this Amendment are for
convenience only and shall not affect the interpretation of this Amendment.



4.9 ENTIRE AGREEMENT. THIS AMENDMENT AND THE OTHER REPURCHASE DOCUMENTS REPRESENT THE
FINAL AGREEMENT BETWEEN THE PARTIES THERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS AMONG THE PARTIES.



[The next page is the signature page.]




 


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IN WITNESS WHEREOF the parties have caused this Fifth Amendment to Master Repurchase Agreement
to be executed as of the date first set forth above.



	 	 	 	 	 
	 	The Seller:



DHI MORTGAGE COMPANY, LTD.

 	 
	 	By:  	DHI Mortgage Company, GP, Inc.,
 	 
	 	 	its General Partner 	 
	 	 	 	 
	 	By:  	                                                /s/ Mark C. Winter
 	 
	 	Name:  	Mark C. Winter 	 
	 	Title:  	CFO/EVP 	 
	 
	 	The Buyer, the Administrative Agent, and the

Syndication Agent:



U.S. BANK NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ Edwin D. Jenkins
 	 
	 	Name:  	Edwin D. Jenkins 	 
	 	Title:  	Senior Vice President 	 
	 



[Signature Page to Fifth Amendment to Master Repurchase Agreement]




 


 









 








EXHIBIT A




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



ADMINISTRATIVE
AGENT: U.S. Bank National Association




SELLER: DHI MORTGAGE COMPANY, LTD.




SUBJECT
PERIOD:
                    
ended
                    
, 20     



DATE:
                    ,
20     





This certificate is delivered to the Administrative Agent and the Buyers under the Master
Repurchase Agreement dated as of March 27, 2008 (as supplemented, amended or restated from time to
time, the “Current Repurchase Agreement”), among the Seller, the Administrative Agent and the
Buyers from time to time party thereto. 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 Administrative Agent that on the date
of this certificate:



1. The undersigned is an incumbent officer of the Seller, holding the title stated below his
or her signature below.



2. The Seller’s Financial Statements that are attached to this certificate were prepared in
accordance with GAAP and 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 (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).



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 (i) a representation or warranty speaks to a specific date or
(ii) the facts on which a representation or warranty is based have changed by transactions
or conditions contemplated or expressly permitted by the Repurchase Documents, 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;



 


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	 	(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 Administrative Agent
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;
	 
	 	(e)	 	the Seller’s HUD Compare Ratio as of the last day of the Subject Period is accurately
set forth on the attached Annex A; and
	 
	 	(f)	 	compliance by the Seller with the financial covenants in Sections 17.12, 17.13, 17.14
and 17.15 of the Current Repurchase Agreement is accurately calculated on the attached Annex
A.





	 	 	 	 	 
	 	DHI MORTGAGE COMPANY, LTD.
 	 
	 	By: DHI Mortgage Company GP, Inc.
 	 
	 	Its General Partner 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 



 


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ANNEX A TO OFFICER’S CERTIFICATE




1. Describe changes to representations and warranties, if any (clause 3(a) of attached
Officer’s Certificate); if none, so state.



2. Describe deviations from compliance with obligations under the Repurchase Documents (clause
3(c) of attached Officer’s Certificate); if none, so state.



3. Describe Defaults or Events of Default, if (clause 3(d) of attached Officer’s Certificate);
if none, so state.



4. Seller’s HUD Compare Ratio as of the last day of the Subject Period was ________% (clause
3(e) of attached Officer’s Certificate).



5. Calculate compliance with covenants in Sections 17.12 through 17.15 of the Current
Repurchase Agreement (clause 3(f) of attached Officer’s Certificate):




(a) Section 17.12. The Seller’s Tangible Net Worth as of _________________ is
$__________ (the minimum under Section 17.12 is $75,000,000.)




(b) Section 17.13. The ratio of Seller’s GAAP Indebtedness and Contingent Indebtedness to
Tangible Net Worth of the Seller on a consolidated basis with its Restricted Subsidiaries,
measured monthly is ______________ to 1.0 (the maximum ratio under Section 17.13 is 8.0:1.0.)




(c) Section 17.14. [Reserved]


 


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(d) Section 17.15. The Seller’s liquidity (unrestricted cash, Cash Equivalents and unused
portion of the Maximum Aggregate Commitments) for the month ended ______________, 20_____
was $___________ (the minimum under Section 17.14 is $45,000,000).



6. For the Subject Period, (i) describe and give details regarding actual repurchase, make
whole and indemnity payments made by Seller to any Person, and (ii) provide a summary of 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 Investor or other Person pursuant to any express or implied repurchase or indemnity
obligation as per Section 16.5. (Attach schedule or explanation.)


 


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Attachment to Exhibit C




Purchased Loans Curtailment Report




(List Purchased Loans on which unscheduled principal payment, prepayment or reduction of more
than one regularly scheduled principal and interest installment payment was received since last
monthly report and resulting new Principal Balance.)




 


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EXHIBIT B




SCHEDULE AI




APPROVED INVESTORS




Approved Investors List

as of 02/23/2011




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Related Parent	 	 
	 	 	S&P CP	 	Moody’s CP	 	Company Carrying	 	 
	Investor	 	Rating	 	Rating	 	CP Rating	 	Product Eligibility
	Alabama Housing Finance Authority

	 	N/A
	 	N/A
	 	 	 	Conf
	Bank of America, N.A.

	 	A-1
	 	P-1
	 	Bank of America Corp.
	 	Conf/Non-Conf
	California Housing Authority

	 	N/A
	 	N/A
	 	 	 	Conf
	Charter Bank

	 	N/A
	 	N/A
	 	 	 	Conf
	Chase Home Equity

	 	A-1
	 	P-1
	 	JPMorgan Chase & Co.
	 	Conf/Non-Conf
	Citimortgage, Inc.

	 	A-1
	 	P-1
	 	Citibank, NA
	 	Conf/Non-Conf
	Colorado Housing and Finance Authority

	 	N/A
	 	N/A
	 	 	 	Conf
	Federal Home Loan Mortgage Corporation

	 	A-1
	 	P-1
	 	 	 	Conf
	Federal National Mortgage Association

	 	A-1
	 	P-1
	 	 	 	Conf
	Georgia Housing and Finance Authority

	 	N/A
	 	N/A
	 	 	 	Conf
	Government National Mortgage Association

	 	A-1
	 	P-1
	 	 	 	Conf
	Illinois Housing Development Authority

	 	N/A
	 	N/A
	 	 	 	Conf
	JPMorgan Chase Bank, N.A.

	 	A-1
	 	P-1
	 	JPMorgan Chase & Co.
	 	Conf/Non-Conf
	Lender Financial Services

	 	N/A
	 	N/A
	 	 	 	Conf
	Marsh Associates, Inc.

	 	N/A
	 	N/A
	 	 	 	Conf
	Minnesota Housing Finance Agency

	 	N/A
	 	N/A
	 	 	 	Conf
	New Mexico Housing Finance Authority

	 	N/A
	 	N/A
	 	 	 	Conf
	North Carolina Housing Finance

	 	N/A
	 	N/A
	 	 	 	Conf
	Oregon Housing and Community Services

	 	N/A
	 	N/A
	 	 	 	Conf.
	South Carolina State Housing Finance

	 	N/A
	 	N/A
	 	 	 	Conf
	Standard Mortgage Corporation

	 	N/A
	 	N/A
	 	 	 	Conf
	US Bank, N.A.

	 	A-1
	 	P-1
	 	US Bancorp
	 	Conf/Non-Conf
	Washington State Housing Finance Commission

	 	N/A
	 	N/A
	 	 	 	Conf
	Wells Fargo Bank, N.A.

	 	A-1
	 	P-1
	 	Wells Fargo & Company
	 	Conf/Non-Conf







 


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EXHIBIT C




SCHEDULE AR

TO MASTER REPURCHASE AGREEMENT




DHI Mortgage Company, Ltd.

Authorized Seller Representatives




PERSONNEL AUTHORIZED TO SIGN (A) CORPORATE ASSIGNMENTS, (B) INSTRUMENTS, (C) COLLATERAL
CERTIFICATES, REPORTS, AND DIRECTIONS AS TO THE SHIPMENT OF COLLATERAL TO INVESTORS, OR (D) OTHER
DOCUMENTS IN CONNECTION WITH THE PURCHASED LOANS UNDER THE MASTER REPURCHASE AGREEMENT:



	 	 	 
	Name	 	Title
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	
 	 	 
	
	 	 
	
	 	 
	
	 	 
	
	 	 
	
	 	 
	
	 	 
	
	 	 
	
	 	 
	
	 	 
	
	 	
	
	 	






PERSONNEL AUTHORIZED TO PROVIDE TELEPHONIC NOTICE TO THE AGENT REQUESTING TRANSACTIONS AND
REPURCHASES UNDER THE MASTER REPURCHASE AGREEMENT AND PERSONNEL AUTHORIZED TO SIGN AND SUBMIT
WRITTEN CONFIRMATION OF PURCHASE TRANSACTIONS AND RELATED REPURCHASES AND PURCHASE PRICE DECREASES
UNDER THE MASTER REPURCHASE AGREEMENT:



	 	 	 
	Name	 	Title
	

	 	 
	

	 	 
	

	 	 
	

	 	
	

	 	
	

	 	







 


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EXHIBIT D




SCHEDULE BC

TO MASTER REPURCHASE AGREEMENT




THE BUYERS’ COMMITTED SUMS

(IN DOLLARS)




	 	 	 	 	 
	Buyer	 	Committed Sum	 
	 
	 	 	 	 
	U.S. Bank National Association
	 	$	100,000,000	 







 


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EXHIBIT E




EXHIBIT G TO MASTER REPURCHASE AGREEMENT



Summary of Terms and Conditions

Mortgage Warehouse Facility



	 	 	 

	 
	 	 
	SELLER/BORROWER:

	 	 
	 

	 
	 
	 	 
	BUYER/LENDER:

	 	 
	 

	 
	 
	 	 
	PURPOSE:

	 	 
	 

	 
	 
	 	 
	COLLATERAL CUSTODIAN:

	 	 
	 

	 
	 
	 	 
	FACILITY:

	 	 
	 

	 
	 
	 	 
	FACILITY AMOUNT:

	 	 
	 

	 
	 
	 	 
	TERMINATION DATE:

	 	 
	 

	 
	 
	 	 
	FACILITY FEE:

	 	 
	 

	 
	 
	 	 
	INTEREST RATE:

	 	 
	 

	 
	 
	 	 
	ELIGIBLE MORTGAGE LOANS:
	 	 






	 	 	 	 	 
	 	 	 	 	Advance
	Loan Type	 	Sublimit	 	Rate/Margin
	Conforming loans

	 	_____%
	 	_____%
	Wet Fundings

	 	_____%
	 	_____%
	Jumbo Loans

	 	_____%
	 	_____%
	Super Jumbo Loans

	 	_____%
	 	_____%
	Other Non-Conforming Conv

	 	_____%
	 	_____%
	Non-Owner Occupied

	 	_____%
	 	_____%






	 

	 

	SECURITY:

	 

	REPRESENTATIONS AND WARRANTIES:

	 

	EVENTS OF DEFAULT:

	 

	COVENANTS: