Exhibit 10.16


 


SECOND
AMENDMENT TO

MORTGAGE LOAN REPURCHASE AGREEMENT


 


This Second Amendment to
Mortgage Loan Repurchase Agreement (“Amendment”) is dated as of May 22,
2006, by and between SIRVA MORTGAGE, INC.,
an Ohio corporation f/k/a Cooperative Mortgage Services, Inc. (“Seller”),
and WASHINGTON MUTUAL BANK, a federal association, f.k.a. WASHINGTON MUTUAL
BANK, a federal association (“Washington Mutual”).


 


BACKGROUND


 


A.                                   Seller
and Washington Mutual are parties to a certain Mortgage Loan Repurchase Agreement
dated as of May 27, 2005 (as amended or modified from time to time, the “Flex
Agreement”) and related agreements, instruments and documents (collectively,
with the Flex Agreement, the “Existing Purchase Documents”). Capitalized terms
used but not otherwise defined in this Amendment shall have the meanings
respectively ascribed to them in the Flex Agreement.


 


B.                                     Seller
has requested that Washington Mutual amend the Flex Agreement in certain
respects, all on the terms and conditions set forth herein.


 


NOW, THEREFORE, the parties
hereto, intending to be legally bound, hereby promise and agree as follows:


 


Section 1.                                          Amendments.


 


(a)                                         Annexes 1, 4,
5, 6, 8, and 9 of the Flex Agreement are hereby deleted in their entirety and
replaced by Annexes 1, 4, 5, 6, 8, and 9, attached hereto, respectively.


 


(b)                                        Subsection (d) set
forth in Exhibit A (Administrative Costs) of the Flex Agreement is
hereby amended and restated as follows:


 


(d)                                 messenger and
overnight courier fees and standard wire fees.


 


(c)                                         Exhibit H
(Compliance Certificate) attached to the Flex Agreement is hereby
deleted in its entirety and replaced by Exhibit H (Compliance
Certificate) attached hereto.


 


Section 2.                                          Effectiveness
Conditions. This Amendment shall be effective upon the completion of the
following conditions precedent (all agreements, documents and instruments to be
in form and substance satisfactory to Washington Mutual and Washington
Mutual’s counsel):


 


(a)                                         Execution and
delivery by Seller of this Amendment to Washington Mutual; and


 

















 


(b)                                        Execution
and/or delivery of all other agreements, instruments and documents requested by
Washington Mutual to effectuate and implement the terms hereof and the Existing
Purchase Documents.


 


Section 3.                                          Representations
and Warranties. Seller and Guarantor represent and warrant to Washington
Mutual that:


 


(a)                                         All warranties
and representations made to Washington Mutual under the Flex Agreement and the
Existing Purchase Documents are true and correct as to the date hereof.


 


(b)                                        The execution
and delivery by Seller of this Amendment and the performance by Seller of the
transactions herein contemplated (i) are and will be within such party’s
powers, (ii) have been authorized by all necessary organizational action,
and (iii) are not and will not be in contravention of any order of any
court or other agency of government, of law or any other indenture, agreement
or undertaking to which Seller is a party or by which the property of Seller is
bound, or be in conflict with, result in a breach of, or constitute (with due
notice and/or lapse of time) a default under any such indenture, agreement or
undertaking or result in the imposition of any lien, charge or encumbrance of
any nature on any of the properties of Seller.


 


(c)                                         This Amendment
and any assignment, instrument, document, or agreement executed and delivered
in connection herewith, will be valid, binding, and enforceable in accordance
with its respective terms.


 


(d)                                        No Event of
Default or Default has occurred under the Flex Agreement or any of the other
Existing Purchase Documents.


 


Section 4.                                          Ratification
of Existing Purchase Documents. Except as expressly set forth herein, all
of the terms and conditions of the Flex Agreement and Existing Purchase
Documents are hereby ratified and confirmed and continue unchanged and in full
force and effect. All references to the Flex Agreement shall mean the Flex
Agreement as modified by this Amendment.


 


Section 5.                                          Governing
Law. This Amendment, and all matters arising out of or related to this
Amendment, shall be governed by, construed and enforced in accordance with the
laws of the State of Texas, excluding its conflict of laws rules.


 


Section 6.                                          Counterparts.
This Amendment may be executed in any number of counterparts, each of
which when so executed shall be deemed to be an original, and such counterparts
together shall constitute one and the same respective agreement. Signature by
facsimile shall also bind the parties hereto.


 


[Signatures Appear on Following
Page]


 


2

















 


Executed to be effective as the
date and year first written above.


 


	
   

  	
  SELLER:

  
	
   

  	
   

  
	
   

  	
  SIRVA MORTGAGE, INC., an Ohio corporation,

  f/k/a Cooperative Mortgage Services, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paul E.
  Klemme

  
	
   

  	
  Name:

  	
  Paul E.
  Klemme

  
	
   

  	
  Title:

  	
  President

  



 


Second Amendment to Mortgage Loan
Purchase and Sale Agreement


Signature Page


 

















 


	
   

  	
  WASHINGTON MUTUAL:

  
	
   

  	
   

  
	
   

  	
  WASHINGTON MUTUAL BANK,

  
	
   

  	
  a federal association,
  f/k/a.

  
	
   

  	
  WASHINGTON MUTUAL BANK,
  FA,

  
	
   

  	
  a federal association

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ben R. Culver

  
	
   

  	
  Name:

  	
  Ben R. Culver

  
	
   

  	
  Title:

  	
  Vice President

  



 


Second Amendment to Mortgage Loan
Purchase and Sale Agreement


Signature Page


 

















 


Annex
1


 


Customized Terms


 


1.                                       Additional
Definitions. The following definitions are added to Section 1 of the
Agreement:


 


“Annual Reporting
Date” means the date that is ninety (90) days after
the end of each fiscal year (see subsection 13.7(b)).


 


“Interim Date”
means March 31, 2005.


 


“Maximum Takeout
Commitment Expiration Date” means the date that is
ninety (90) days after the Acquisition Date for a particular Mortgage Loan.


 


“Monthly Reporting
Date” means the date that is thirty (30) days after
the end of each calendar month (see subsection 13.7(a)).


 


“Permitted Dividend”
means a regular cash dividend declared by Seller and paid to its shareholders,
provided that such dividends do not exceed, in the aggregate, during any fiscal
year fifty percent (50%) of Seller’s net income for such fiscal year (as
calculated on its annual statement of income).


 


“Seller’s Concentration Limit”
means $250,000,000.00 at any one time.


 


“Wet Funding Deadline”
means the five (5) Business Day after the closing of the Mortgage Loan.


 


“Wet Funding Sublimit”
means 30% of the Seller’s Concentration Limit at any one time, provided
however, for the first and last five calendar days of each month, the Wet
Funding Sublimit means 40% of the Seller’s Concentration Limit at any one time.


 


2.                                       Modified
or Clarified Definitions Terms. The following definitions and terms are
clarified or modified, as applicable, as follows:


 


“Acquisition Price”:
The percentage referenced in the definition of “Acquisition Price” in Section 1
of the Agreement is ninety-eight percent (98%).


 


“Event of Default”:
The amount of Indebtedness referenced in clause (xi) of the definition of “Event
of Default” in Section 1 of the Agreement is Two Hundred Fifty Thousand
and No/100 Dollars ($250,000.00).


 


“Guarantor”:
Intentionally deleted.


 


“Investment Return Rate”: The number of basis points
referenced in the definition of “Investment Return Rate” in Section 1 of
the Agreement is 125 basis points (1.25%).


 


1

















 


“Scheduled Repurchase
Date”: The number of days referenced in the definition
of “Scheduled Repurchase Date” in Section 1 of the Agreement is ninety
(90) days.


 


No Undisclosed
Liabilities: The amount of liabilities and
Indebtedness referenced in Section 12.19 of the Agreement is Twenty-Five
Thousand and No/100 Dollars ($25,000.00).


 


Notices of Actions,
Suits or Proceedings: The amount at issue referenced
in Section 13.4 of the Agreement is Two Hundred Fifty Thousand and No/100
Dollars ($250,000.00).


 


Debt to Adjusted
Tangible Net Worth Ratio: The ratio referenced in Section 13.11
of the Agreement is: (a) 17:1 for the period commencing June 1
through and including September 30, of each year, and (b) 15:1 for
the period commencing October 1 through and including May 31 of each
year.


 


Minimum Adjusted
Tangible Net Worth: The amount referenced in Section 13.12
of the Agreement is Eleven Million and No/100 Dollars ($11,000,000.00).


 


Minimum Current Ratio:
The ratio referenced in Section 13.13 of the Agreement is 1.05:1.


 


3.                                       Deposit
Credit. Section 6 of the Agreement is amended by the addition of the
following Section:


 


6.3                                 Deposit
Credit. Each month MBF shall credit to Seller against the amounts otherwise
payable to MBF hereunder a credit based on the Monthly Available Deposits. This
credit shall be the sum obtained by the daily application of the LIBOR Rate to
the Monthly Available Deposit for the month, multiplied by the number of days
in such month, and the credit so calculated shall be applied against amounts
due from Seller on the next Remittance Date. The “Monthly Available Deposits”
means the arithmetic daily average of the collected balances (after deducting
float and balances required by MBF under its normal practices to compensate MBF
for the maintenance of such accounts and taking into consideration reserve
requirements, insurance premiums and other assessments applicable to such
accounts) in non-interest bearing accounts in the name of Seller with MBF. MBF
shall calculate the Monthly Available Deposits and the resulting credit in its
sole discretion promptly after the last Business Day of each month.


 


4.                                       Additional
Seller Representation: Place of Business and Formation. Section 12 of
the Agreement is amended by the addition of the following Section 12.27:


 


12.27                     Place of
Business and Formation. The principal place of business of Seller is 6070
Parkland Boulevard, Mayfield Heights, Ohio 44124. As of the Effective Date, and
during the four (4) months immediately preceding that date, the chief
executive office of Seller and the office where it keeps its financial books
and records relating to its property and all contracts relating thereto and all
accounts arising therefrom is and has been located at the address set forth for


 


2

















 


Seller in Section 6 of Annex 1. As of
the Effective Date, Seller’s jurisdiction of organization is Ohio.


 


5.                                       Term. Section 14
(Term) of the Agreement is hereby amended and restated to read as
follows:


 


14.                                 Term. This
Agreement shall continue until the earlier to occur of (a) the date
specified in Annex 1, in which event termination shall be
immediately effective, without the necessity of a notice from MBF, provided,
however, termination will not affect the obligations hereunder and under
the Guaranty as to any Mortgage Loan with respect to which a Loan Purchase
Detail, a Loan Sale Confirmation, a Dry Funding Documents Package, or a Wet
Funding Documents Package has been delivered by Seller pursuant to the terms of
this Agreement prior to said date; or (b) termination as to future
transactions by notice of immediate termination from MBF following the
occurrence of, and during the continuance of, an Event of Default; provided,
however, that termination shall be immediately effective, without the
necessity of a notice from MBF, upon the occurrence of an Act of Insolvency. Termination
will not affect the obligations hereunder and under the Guaranty as to any
Mortgage Loans purchased prior to the effective date of such termination.


 


6.                                       Termination.
The date referenced in clause (a) of Section 14 of the Agreement is June 1,
2007.


 


7.                                       Representations
and Warranties Concerning Mortgage Loans. Without limiting or modifying anything
contained in Section 11 of the Agreement and in addition to each of the
representations and warranties set forth in Annex 2 concerning each
Mortgage Loan then sold to MBF (as such representations and warranties may be
modified by another Annex) and each representation and warranty concerning the
Mortgage Loan set forth in another applicable Annex, Seller also makes the
following additional representation and warranty: The principal amount of the
Mortgage Loan is not in excess of $1,500,000.00 on the Acquisition Date for
such Mortgage Loan.


 


8.                                       Notices.
Notices to Seller made pursuant to Section 15.1 of the Agreement shall be
addressed as follows:


 


	
   

  	
  SIRVA Mortgage, Inc.

  
	
   

  	
  6070 Parkland Boulevard

  
	
   

  	
  Mayfield Heights, Ohio 44124

  
	
   

  	
  Attention:
  President

  
	
   

  	
  Telecopy
  No.: (    )     -        

  



 


Notices to MBF made pursuant to Section 15.1
of the Agreement shall be addressed as follows:


 


	
  Washington Mutual Bank

  
	
  Mortgage Banker Finance

  



 


3

















 


	
   

  	
  620 W.
  Germantown Pike, Suite 200

  
	
   

  	
  Plymouth
  Meeting, PA 19462

  
	
   

  	
  Attention:
  Joseph Meehan

  
	
   

  	
  Telecopy
  No.: (610) 828-9657

  
	
   

  	
   

  
	
  with a copy
  to:

  	
   

  
	
   

  	
   

  
	
   

  	
  Washington
  Mutual Bank

  
	
   

  	
  Legal
  Department

  
	
   

  	
  9200 Oakdale
  Avenue

  
	
   

  	
  Chatsworth,
  CA 91311

  
	
   

  	
  Attention:
  Carol A. Robertson

  
	
   

  	
  Telecopy No.:
  (818) 349-2734

  



 


4

















 


Annex
4


 


Provisions Relating to Type 1 Nonconforming Loans


 


1.                                       Additional
Definitions. In addition to the definitions set forth in Section 1 of
the Agreement, the following definitions apply:


 


“Type 1
Nonconforming Loan” means a Mortgage Loan about which not all of
representations and warranties set forth in Annex 2 are true and correct
but about which all of the representations and warranties in Section 7 of Annex
4 are true and correct.


 


“Type 1
Nonconforming Loan Sublimit” means $250,000,000.00 at any one time.


 


“1NC1 Loan”
means a Type 1 Nonconforming Loan that is a first lien Mortgage Loan.


 


“2NC1 Loan”
means a Type 1 Nonconforming Loan that is a second lien Mortgage Loan.


 


“1NC1 Sub-sublimit”
means $250,000,000.00 at any one time.


 


“2NC1
Sub-sublimit” means $25,000,000.00 at any one time.


 


2.                                       Modified
or Clarified Definitions. The definitions set forth in Section 1 of
the Agreement are clarified or modified, as applicable, as follows:


 


“Acquisition Price”: For a 1NC1 Loan, the “Acquisition
Price” means an amount equal to ninety-eight percent (98%) of the amount which
the Takeout Investor has provisionally committed to pay for such Mortgage Loan
in its Takeout Commitment, but in no event more than the Par Value of such a
Mortgage Loan. For a 2NC1 Loan, the “Acquisition Price” means an amount equal
to ninety-six percent (96%) of the lesser of (a) the Par Value of such
2NC1 Loan and (b) the Market Value of such 2NC1 Loan.


 


“Investment Return Rate”: For a 1NC1 Loan only, the “Investment
Return Rate” means the LIBOR Rate plus 125 basis points (1.25%) per annum. For
a 2NC1 Loan only, the “Investment Return Rate” means the LIBOR Rate plus 125
basis points (1.25%) per annum.


 


“Maximum Takeout Commitment
Expiration Date”: For a 1NC1 Loan only, the “Maximum
Takeout Commitment Expiration Date” means the date that is ninety (90) days
after the Acquisition Date for such a Mortgage Loan. For a 2NC1 Loan only, the “Maximum
Takeout Commitment Expiration Date” means the date that is ninety (90) days
after the Acquisition Date for such a Mortgage Loan.


 


3.                                       Purchase
and Sale. The following sentence is added to Section 2 of the
Agreement:


 


In no event
shall MBF be required to purchase any Type 1 Nonconforming Loan if the
Acquisition Price of such Type 1 Nonconforming Loan, when combined with the
aggregate


 


1

















 


Acquisition
Price of all Type 1 Nonconforming Loans then held by MBF (and then serviced by
Seller or a Successor Servicer), is in excess of the Type 1 Nonconforming Loan
Sublimit. In no event shall MBF be required to purchase any 1NC1 Loan if the
Acquisition Price of such 1NC1 Loan, when combined with the aggregate
Acquisition Price of all 1NC1 Loans then held by MBF (and then serviced by
Seller or a Successor Servicer), is in excess of the 1NC1 Sub-sublimit. In no
event shall MBF be required to purchase any 2NC1 Loan if the Acquisition Price
of such 2NC1 Loan, when combined with the aggregate Acquisition Price of all
2NC1 Loans then held by MBF (and then serviced by Seller or a Successor
Servicer), is in excess of the 2NC1 Loan Sub-sublimit.


 


4.                                       Seller’s
Repurchase Obligations. The following sentence is added to the end of subsection 8.2(a) of
the Agreement:


 


In the case of
a Type 1 Nonconforming Loan, if Seller fails to obtain a Takeout Commitment for
such Type 1 Nonconforming Loan, or fails to provide to MBF a true and correct
photocopy of it or information about it required by Section 13.15, within
ninety (90) days after the Acquisition Date, MBF may notify Seller, and
notify Seller, and Seller shall promptly repurchase such Mortgage Loan at the
Repurchase Price on the date of repurchase.


 


5.                                       Additional
Seller’s Covenants. Section 13 of the Agreement is amended by the
addition of the following Section 13.15:


 


13.15                     Takeout
Commitment—Type 1. Seller shall make a commercially reasonable effort to
obtain a Takeout Commitment for each Type 1 Nonconforming Loan, and Seller
shall provide to MBF a true and correct photocopy of it or information about it
(in such format and by such media as MBF may from time to time determine)
as soon as practicable after Seller has obtained the Takeout Commitment. MBF
acknowledges that a Takeout Commitment for a Type 1 Nonconforming Loan may take
the form of a bulk trade commitment concerning a number of Type 1
Nonconforming Loans and certain other loans.


 


6.                                       Representations
and Warranties Concerning Type 1 Nonconforming Loans. Notwithstanding
anything to the contrary in Section 11 of the Agreement, with respect to a
Type 1 Nonconforming Loan, Seller only makes each of the following
representations and warranties set forth in Annex 2: 1-10 (inclusive),
11 (if such Mortgaged Property is occupied by the Mortgagor), 12-38
(inclusive), 41, and 43-end (inclusive). In addition, Seller also makes each of
the additional representations and warranties with respect to each Type 1
Nonconforming Loan set forth below:


 


(1)                                  First
or Second Lien Loan. The Mortgage is a first lien or a second lien on the
Mortgaged Property.


 


2

















 


(2)                                  FICO
Scores. At the time of origination the Mortgagor had a score on the FICO
scale of at least 620.


 


(3)                                  Loan-to-Value
Ratio. If the Mortgage Loan is indicated by Seller to be a first lien
Mortgage Loan on the Loan Purchase Detail, the loan-to-value ratio of the
Mortgage Loan is not in excess of 100%. If the Mortgage Loan is indicated by
Seller to be a second lien Mortgage Loan on the Loan Purchase Detail, the
loan-to-value ratio of the first lien mortgage loan and the Mortgage Loan
combined is not in excess of 100%.


 


(4)                                  Debt
Service-to-Income Ratio. At the time of origination of the Mortgage Loan,
the ratio of the scheduled aggregate annual principal payment on the Mortgage Loan
to the annual income of the Mortgagor was not in excess of 50%.


 


(5)                                  Mississippi
Loans. The Mortgaged Property is not located in the State of Mississippi.


 


(6)                                  Documentation.
The Mortgage Loan was documented in compliance with Seller’s full or stated documentation
program.


 


(7)                                  Maximum
Cash Out. If the Mortgage Loan was made to a Mortgagor who owned the
Mortgaged Property prior to the origination of such Mortgage Loan and the
proceeds of which were used in whole or part to satisfy an existing
mortgage, the proceeds of the Mortgage Loan did not exceed the amount of the
existing mortgage by more than $150,000.


 


(8)                                  No
Mobile Home/Manufactured Housing Loans. The Mortgage Loan is not secured by
a mobile home or by manufactured housing.


 


(9)                                  No
Negative Amortization. The Mortgage Loan does not provide for negative
amortization or for the potential for negative amortization.


 


(10)                            Loan
Size Limit. If the Mortgage Loan is indicated by Seller to be a first lien
Mortgage Loan on the Loan Purchase Detail, the principal amount of the Mortgage
Loan is not in excess of $1,500,000.00 on the Acquisition Date for such
Mortgage Loan; if it is indicated by Seller to be a second lien Mortgage Loan
on the Loan Purchase Detail, the principal amount of the Mortgage Loan is not
in excess of $500,000.00 on the Acquisition Date for such Mortgage Loan.


 


3

















 


Annex
5


 


Provisions Relating to Type 2 Nonconforming Loans


 


1.                                       Additional
Definitions. In addition to the definitions set forth in Section 1 of
the Agreement, the following definitions apply:


 


“Type 2
Nonconforming Loan” means a Mortgage Loan about which not all of
representations and warranties set forth in Annex 2 are true and correct
but about which all of the representations and warranties in Section 7 of Annex
5 are true and correct.


 


“Type 2
Nonconforming Loan Sublimit” means $62,500,000.00 at any one time.


 


“1NC2 Loan”
means a Type 2 Nonconforming Loan that is a first lien Mortgage Loan.


 


“2NC2 Loan”
means a Type 2 Nonconforming Loan that is a second lien Mortgage Loan.


 


“1NC2
Sub-sublimit” means $62,500,000.00 at any one time.


 


“2NC2
Sub-sublimit” means $0.00 at any one time.


 


2.                                       Modified
or Clarified Definitions. The definitions set forth in Section 1 of
the Agreement are clarified or modified, as applicable, as follows:


 


“Acquisition Price”: For a 1NC2 Loan, the “Acquisition
Price” means an amount equal to ninety-seven percent (97%) of the lesser of (a) the
Par Value of such 1NC2 Loan and (b) the Market Value of such 1NC2 Loan.


 


“Investment Return Rate”: For a 1NC2 Loan only, the “Investment
Return Rate” means the LIBOR Rate plus 125 basis points (1.25%) per annum.


 


“Maximum Takeout
Commitment Expiration Date”: For a 1NC2 Loan only, the
“Maximum Takeout Commitment Expiration Date” means the date that is ninety (90)
days after the Acquisition Date for such a Mortgage Loan.


 


3.                                       Purchase
and Sale. The following sentence is added to Section 2 of the
Agreement:


 


In no event
shall MBF be required to purchase any Type 2 Nonconforming Loan if the
Acquisition Price of such Type 2 Nonconforming Loan, when combined with the
aggregate Acquisition Price of all Type 2 Nonconforming Loans then held by MBF
(and then serviced by Seller or a Successor Servicer), is in excess of the Type
2 Nonconforming Loan Sublimit. In no event shall MBF be required to purchase
any 1NC2 Loan if the Acquisition Price of such 1NC2 Loan, when combined with
the aggregate Acquisition Price of all 1NC2 Loans then held by MBF (and then
serviced by Seller or a Successor Servicer), is in excess of the 1NC2
Sub-sublimit. In no event shall MBF be required to


 


1

















 


purchase any
2NC2 Loan if the Acquisition Price of such 2NC2 Loan, when combined with the
aggregate Acquisition Price of all 2NC2 Loans then held by MBF (and then
serviced by Seller or a Successor Servicer), is in excess of the 2NC2 Loan
Sub-sublimit.


 


4.                                       Seller’s
Repurchase Obligations. The following sentence is added to the end of subsection 8.2(a) of
the Agreement:


 


In the case of
a Type 2 Nonconforming Loan, if Seller fails to obtain a Takeout Commitment for
such Loan, or fails to provide to MBF a true and correct photocopy of it or
information about it as required by Section 13.16, within ninety (90) days
after the Acquisition Date, MBF may notify Seller, and Seller shall
promptly repurchase such Mortgage Loan at the Repurchase Price on the date of
repurchase.


 


5.                                       Additional
Seller’s Covenants. Section 13 of the Agreement is amended by the
addition of the following Section 13.16:


 


13.16                     Takeout
Commitment—Type 2. Seller shall make a commercially reasonable effort to
obtain a Takeout Commitment for each Type 2 Nonconforming Loan, and Seller
shall provide to MBF a true and correct photocopy of it or information about it
(in such format and by such media as MBF may from time to time determine)
as soon as practicable after Seller has obtained the Takeout Commitment. MBF
acknowledges that a Takeout Commitment for a Type 2 Nonconforming Loan may take
the form of a bulk trade commitment concerning a number of Type 2
Nonconforming Loans and certain other loans.


 


6.                                       Representations
and Warranties Concerning Type 2 Nonconforming Loans. Notwithstanding
anything to the contrary in Section 11 of the Agreement, with respect to a
Type 2 Nonconforming Loan, Seller only makes each of the following
representations and warranties set forth in Annex 2: 1-10 (inclusive),
11 (if such Mortgaged Property is occupied by the Mortgagor), 12-38
(inclusive), 41, and 43-end (inclusive). In addition, Seller also makes each of
the additional representations and warranties with respect to each Type 2
Nonconforming Loan set forth below:


 


(1)                                  First
Lien Loan. The Mortgage is a first lien on the Mortgaged Property.


 


(2)                                  FICO
Scores. At the time of origination the Mortgagor had a score on the FICO
scale of at least 550.


 


(3)                                  Loan-to-Value
Ratio. The loan-to-value ratio of the Mortgage Loan is not in excess of
90%.


 


(4)                                  Debt
Service-to-Income Ratio. At the time of origination of the Mortgage Loan,
the ratio of the scheduled aggregate annual principal payment on the Mortgage
Loan to the annual income of the Mortgagor was not in excess of 50%.


 


2

















 


(5)                                  Mississippi
Loans. The Mortgaged Property is not located in the State of Mississippi.


 


(6)                                  Documentation.
The Mortgage Loan was documented in compliance with Seller’s full or stated
documentation program.


 


(7)                                  Maximum
Cash Out. If the Mortgage Loan was made to a Mortgagor who owned the
Mortgaged Property prior to the origination of such Mortgage Loan and the
proceeds of which were used in whole or part to satisfy an existing
mortgage, the proceeds of the Mortgage Loan did not exceed the amount of the
existing mortgage by more than $150,000.


 


(8)                                  No
Mobile Home/Manufactured Housing Loans. The Mortgage Loan is not secured by
a mobile home or by manufactured housing.


 


(9)                                  No
Negative Amortization. The Mortgage Loan does not provide for negative
amortization or for the potential for negative amortization.


 


(10)                            Loan
Size Limit. The principal amount of the Mortgage Loan is not in excess of
$500,000.00 on the Acquisition Date for such Mortgage Loan.


 


3














 


Annex
6


 


Provisions Relating to
Type 3 Nonconforming Loans


 


1.             Additional Definitions. In
addition to the definitions set forth in Section 1 of the Agreement, the
following definitions apply:


 


“Type 3 Nonconforming Loan” means a Mortgage
Loan about which not all of representations and warranties set forth in Annex
2 are true and correct but about which all of the representations and
warranties in Section 7 of Annex 6 are true and correct.


 


“Type 3 NC/Aged Loan Sublimit” means
$5,000,000.00 at any one time.


 


“1NC3 Loan” means a Type 3 Nonconforming
Loan that is a first lien Mortgage Loan.


 


“2NC3 Loan” means a Type 3 Nonconforming
Loan that is a second lien Mortgage Loan.


 


“1NC3 Sub-sublimit” means $5,000,000.00 at
any one time.


 


“2NC3 Sub-sublimit” means $2,000,000.00 at
any one time.


 


2.             Modified or Clarified
Definitions. The definitions set forth in Section 1 of the Agreement
are clarified or modified, as applicable, as follows:


 


“Acquisition
Price”: For a 1NC3
Loan, the “Acquisition Price” means an amount equal to ninety-six percent (96%)
of the lesser of (a) the Par Value of such 1NC3 Loan and (b) the
Market Value of such 1NC3 Loan. For a 2NC3 Loan, the “Acquisition Price” means
an amount equal to ninety-six percent (96%) of the lesser of (a) the Par
Value of such 2NC3 Loan and (b) the Market Value of such 2NC3 Loan.


 


“Investment
Return Rate”: For a 1NC3 Loan only, the “Investment Return Rate” means the LIBOR
Rate plus 162.5 basis points (1.625%) per annum. For a 2NC3 Loan only, the
“Investment Return Rate” means the LIBOR Rate plus 162.5 basis points (1.625%)
per annum.


 


“Maximum Takeout Commitment Expiration Date”: For a 1NC3 Loan only, the “Maximum
Takeout Commitment Expiration Date” means the date that is ninety (90) days
after the Acquisition Date for such a Mortgage Loan. For a 2NC3 Loan only, the
“Maximum Takeout Commitment Expiration Date” means the date that is ninety (90)
days after the Acquisition Date for such a Mortgage Loan.


 


3.             Purchase and Sale. The
following sentence is added to Section 2 of the Agreement:


 


In no event shall MBF be required to purchase any Type
3 Nonconforming Loan if the Acquisition Price of such Type 3 Nonconforming
Loan, when combined with the aggregate Acquisition Price of all Type 3
Nonconforming Loans and all Aged Mortgage Loans then held by MBF (and then
serviced by Seller or a Successor Servicer), is in excess of the Type 3 NC/Aged
Loan


 


1

















 


Sublimit. In no event shall MBF be required to
purchase any 1NC3 Loan if the Acquisition Price of such 1NC3 Loan, when
combined with the aggregate Acquisition Price of all 1NC3 Loans then held by
MBF (and then serviced by Seller or a Successor Servicer), is in excess of the
1NC3 Sub-sublimit. In no event shall MBF be required to purchase any 2NC3 Loan
if the Acquisition Price of such 2NC3 Loan, when combined with the aggregate
Acquisition Price of all 2NC3 Loans then held by MBF (and then serviced by
Seller or a Successor Servicer), is in excess of the 2NC3 Loan Sub-sublimit.


 


4.             Seller’s Repurchase Obligations.
The following sentence is added to the end of subsection 8.2(a) of
the Agreement is amended to read in full as follows:


 


In the case of a Type 3 Nonconforming Loan, if Seller
fails to obtain a Takeout Commitment for such Loan, or fails to provide to MBF
a true and correct photocopy of it or information about it as required by
Section 13.17, within ninety (90) days after the Acquisition Date, MBF
may notify Seller, and Seller shall promptly repurchase such Mortgage Loan
at the Repurchase Price on the date of repurchase.


 


5.             Additional Seller’s Covenants.
Section 13 of the Agreement is amended by the addition of the following
Section 13.17:


 


13.17       Takeout Commitment—Type 3. Seller
shall make a commercially reasonable effort to obtain a Takeout Commitment for
each Type 3 Nonconforming Loan, and Seller shall provide to MBF a true and
correct photocopy of it or information about it (in such format and by such
media as MBF may from time to time determine) as soon as practicable after
Seller has obtained the Takeout Commitment. MBF acknowledges that a Takeout
Commitment for a Type 3 Nonconforming Loan may take the form of a
bulk trade commitment concerning a number of Type 3 Nonconforming Loans
and certain other loans.


 


6.             Representations and Warranties
Concerning Type 3 Nonconforming Loans. Notwithstanding anything to the
contrary in Section 11 of the Agreement, with respect to a Type 3
Nonconforming Loan, Seller only makes each of the following representations and
warranties set forth in Annex 2: 1-10 (inclusive), 11 (if such Mortgaged
Property is occupied by the Mortgagor), 12-38 (inclusive), 41, and 43-end
(inclusive). In addition, Seller also makes each of the additional
representations and warranties with respect to each Type 3 Nonconforming Loan
set forth below:


 


(1)           First or Second Lien Loan. The
Mortgage is a first lien or a second lien on the Mortgaged Property.


 


2)             FICO Scores. If the Mortgage Loan is indicated by
Seller to be a first lien Mortgage Loan on the Loan Purchase Detail, at the
time of origination the Mortgagor had a score on the FICO scale of at least
500. If the Mortgage Loan is indicated by Seller to be a second lien Mortgage
Loan on the Loan Purchase


 


2

















 


Detail, at the time of
origination the Mortgagor had a score on the FICO scale of at least 600.


 


(3)           Loan-to-Value Ratio. If the
Mortgage Loan is indicated by Seller to be a first lien Mortgage Loan on the
Loan Purchase Detail, the loan-to-value ratio of the Mortgage Loan is not in
excess of 100%. If the Mortgage Loan is indicated by Seller to be a second lien
Mortgage Loan on the Loan Purchase Detail, the loan-to-value ratio of the first
lien mortgage loan and the Mortgage Loan combined is not in excess of 100%.


 


(4)           Debt Service-to-Income Ratio.
At the time of origination of the Mortgage Loan, the ratio of the scheduled
aggregate annual principal payment on the Mortgage Loan to the annual income of
the Mortgagor was not in excess of 55%.


 


(5)           Mississippi Loans. The
Mortgaged Property is not located in the State of Mississippi.


 


(6)           Documentation. The Mortgage
Loan was documented in compliance with Seller’s full or stated documentation
program.


 


(7)           Maximum Cash Out. If the
Mortgage Loan was made to a Mortgagor who owned the Mortgaged Property prior to
the origination of such Mortgage Loan and the proceeds of which were used in
whole or part to satisfy an existing mortgage, the proceeds of the
Mortgage Loan did not exceed the amount of the existing mortgage by more than $150,000.


 


(8)           No Mobile Home/Manufactured
Housing Loans. The Mortgage Loan is not secured by a mobile home or by
manufactured housing.


 


(9)           No Negative Amortization. The
Mortgage Loan does not provide for negative amortization or for the potential
for negative amortization.


 


(10)         Loan Size Limit. The principal
amount of the Mortgage Loan is not in excess of $500,000.00 on the Acquisition
Date for such Mortgage Loan.


 


3

















 


Annex
8


 


Provisions Relating to
Aged Mortgage Loans


 


1.             Additional Definitions. In
addition to the definitions set forth in Section 1 of the Agreement, the
following definitions apply:


 


“Aged Mortgage Loan” means a Mortgage Loan
(a) whose Acquisition Price, when added to the Acquisition Prices of all Type
3 Nonconforming Loans and all other Aged Mortgage Loans then owned by MBF, does
not exceed the Type 3 NC/Aged Loan Sublimit; (b) whose Acquisition Price,
when added to the Acquisition Prices of all other Aged Mortgage Loans then
owned by MBF, does not exceed the Aged Mortgage Loan Sub-sublimit;
(c) that is approved for classification as an “Aged Mortgage Loan” by MBF
in its sole discretion; and (d) that was purchased either (1) subject
to a valid Takeout Commitment that has now expired, lapsed or is no longer in
full force and effect, or (2) without a Takeout Commitment, and Seller has
failed to repurchase the Mortgage Loan pursuant to
subsection 8.2(a) by the deadline established by the Annex applicable
to that Mortgage Loan. A Mortgage Loan that is classified as an “Aged Mortgage
Loan” shall not be considered a “Defective Mortgage Loan” so long as it has
such classification.


 


“Aged Mortgage Loan Sub-sublimit” means
$2,500,000.00 at any one time.


 


2.             Modified or Clarified
Definitions. The following definitions set forth in Section 1 of the
Agreement are modified as follows:


 


“Acquisition Price”: For any Mortgage Loan
that becomes an Aged Mortgage Loan, the “Acquisition Price” means the amount
determined at the Acquisition Date according to other provisions of the
Agreement subject to reduction after the Acquisition Date pursuant to
Section 3.8.


 


“Event of Default”: Clause (iii) of the
definition of “Event of Default” is amended to read:


 


(iii)          in
any thirty (30) day period, MBF requires Seller to repurchase Mortgage Loans
(other than Mortgage Loans that have become Aged Mortgage Loans) pursuant to
Section 8 having an aggregate Adjusted Acquisition Price in excess of
$1 million; or


 


“Investment Return Rate”: For an Aged Mortgage Loan, the
“Investment Return Rate” means the LIBOR Rate plus 250 basis points (2.50%) for
that period of days during which it is classified as an Aged Mortgage Loan.


 


3.             Reduced Acquisition Price;
Refund. The following Section 3.8 is added to Section 3 of the
Agreement:


 


3.8           Recalculation of the Acquisition
Price. If a Mortgage Loan becomes an Aged Mortgage Loan, the Acquisition
Price for the Mortgage Loan shall be reduced, effective on the date of
reduction, by the following amounts according to the following
schedule (unless MBF waives in advance one or more of these mandatory
reductions with respect to a particular Mortgage Loan):


 


1

















 


(a)           on the date that a Mortgage Loan
becomes an Aged Mortgage Loan, the amount necessary to reduce the Acquisition
Price for such Aged Mortgage Loan to an amount equal to ninety percent (90%) of
the Par Value of the Mortgage Loan;


 


(b)           on the date that is thirty (30) days
after the first reduction, the amount necessary to reduce the Acquisition Price
for such Aged Mortgage Loan to an amount equal to eighty percent (80%) of the
Par Value of the Mortgage Loan; and


 


(c)           on the date thirty (30) days after
the second reduction, the amount necessary to reduce the Acquisition Price for
such Aged Mortgage Loan to an amount equal to seventy percent (70%) of the Par
Value of the Mortgage Loan.


 


Seller shall pay to MBF each amount by which the
Acquisition Price is reduced hereunder, on the date of such reduction, as a
partial refund of the initial Acquisition Price, and MBF is authorized to
charge either or both of Seller’s Accounts in such amount unless the parties
have agreed in writing to a different method of payment. (In the event that
Seller’s Accounts do not contain sufficient funds to satisfy in whole any amount
due to MBF under this Section 3.8 or if the amount due are not provided by
any applicable alternative method of payment agreed by the parties, Seller
shall promptly deposit funds in Seller’s Funding Account sufficient to satisfy
such amount due to MBF, and Seller shall notify MBF of each such deposit.) On
the date on which MBF has owned a Mortgage Loan that has been an “Aged Mortgage
Loan” for ninety (90) days (measured from the date on which it was first
classified as such), the Mortgage Loan shall lose its classification as an
“Aged Mortgage Loan,” become a “Defective Mortgage Loan” and be repurchased by
Seller pursuant to Section 8.2 without the necessity of a further notice
from MBF that the Mortgage Loan has become a Defective Mortgage Loan.


 


4.             Seller’s Repurchase Obligations.
The following sentence is added to the end of subsection 8.2(a) of
the Agreement:


 


Notwithstanding the foregoing, if the Mortgage Loan
has become an Aged Mortgage Loan, Seller shall have no obligation to repurchase
the Mortgage Loan under this subsection 8.2(a) as long as it is
classified as an Aged Mortgage Loan.


 


5.             Additional Seller’s Covenants.
Section 13.7 of this Agreement is modified by redesignating
subsection ”(f)” as subsection ”(g)” and by adding a new
subsection (f) to read in full as follows:


 


(f)            With respect to an Aged Mortgage
Loan, if requested by MBF, a copy of the complete servicing file relating to
the Aged Mortgage Loan,


 


2

















 


an updated title opinion covering the mortgaged
property securing the Aged Mortgage Loan issued in form and substance
acceptable to MBF and issued by a title company acceptable to MBF, a current
appraisal or brokers price opinion certifying the current market value of the
mortgaged property securing the Aged Mortgage Loan in form and substance
acceptable to MBF, and such other information or documentation relating to the
borrower or Mortgaged Property of the Aged Mortgage Loan, all of the foregoing
to be provided as MBF in its discretion may request at any time or from
time to time, all at the sole cost and expense of Seller; and


 


Section 13 of the Agreement is further amended by
the addition of the following Section 13.19:


 


13.19       Replacement Takeout Commitment—Aged.
Seller shall make a commercially reasonable effort to obtain a renewed or
replacement Takeout Commitment for each Aged Mortgage Loan, and Seller shall
provide to MBF a true and correct photocopy of it or information about it (in
such format and by such media as MBF may from time to time determine) as
soon as practicable after Seller has obtained the Takeout Commitment. MBF
acknowledges that a Takeout Commitment for an Aged Mortgage Loan may take
the form of a bulk trade commitment concerning a number of Aged Mortgage
Loans and certain other loans.


 


3

















 


Annex 9


 


Provisions Relating to
Type 4 Nonconforming Loans


 


1.             Additional Definitions. In
addition to the definitions set forth in Section 1 of the Agreement, the
following definitions apply:


 


“Type 4 Nonconforming Loan” means a Mortgage
Loan about which not all of the representations and warranties set forth in Annex 2
are true and correct but about which all of the representations and warranties
in Section 7 of Annex 9 are true and correct.


 


“Type 4 Nonconforming Loan Sublimit” means
$40,000,000.00 at any one time.


 


“1NC4 Loan” means a Type 4 Nonconforming
Loan that is a first lien Mortgage Loan.


 


“2NC4 Loan” means a Type 4 Nonconforming
Loan that is a second lien Mortgage Loan.


 


“1NC4 Sub-sublimit” means $0.00 at any one
time.


 


“2NC4 Sub-sublimit” means $40,000,000.00 at
any one time.


 


2.             Modified or Clarified
Definitions. The definitions set forth in Section 1 of the Agreement
are clarified or modified, as applicable, as follows:


 


“Acquisition
Price”: For a 2NC4
Loan, the “Acquisition Price” means an amount equal to ninety-six percent (96%)
of the lesser of (a) the Par Value of such 2NC4 Loan and (b) the
Market Value of such 2NC4 Loan.


 


“Investment
Return Rate”: For a 2NC4 Loan only, the “Investment Return Rate” means the LIBOR
Rate plus 300 basis points (3.00%) per annum.


 


“Maximum Takeout Commitment Expiration Date”: For a 2NC4 Loan only, the “Maximum
Takeout Commitment Expiration Date” means the date that is ninety (90) days
after the Acquisition Date for such a Mortgage Loan.


 


3.             Purchase and Sale. The
following sentence is added to Section 2 of the Agreement:


 


In no event shall MBF be
required to purchase any Type 4 Nonconforming Loan if the Acquisition Price of
such Type 4 Nonconforming Loan, when combined with the aggregate Acquisition
Price of all Type 4 Nonconforming Loans then held by MBF (and then serviced by
Seller or a Successor Servicer), is in excess of the Type 4 Nonconforming Loan
Sublimit. In no event shall MBF be required to purchase any 1NC4 Loan if the
Acquisition Price of such 1NC4 Loan, when combined with the aggregate
Acquisition Price of all 1NC4 Loans then held by MBF (and then serviced by
Seller or a Successor Servicer), is in excess of the 1NC4 Sub-sublimit. In no event
shall MBF be required to


 


1

















 


purchase any 2NC4 Loan if the Acquisition Price of
such 2NC4 Loan, when combined with the aggregate Acquisition Price of all 2NC4
Loans then held by MBF (and then serviced by Seller or a Successor Servicer),
is in excess of the 2NC4 Loan Sub-sublimit.


 


4.             Seller’s Repurchase Obligations.
The following sentence is added to the end of subsection 8.2(a) of
the Agreement:


 


In the case of a Type 4 Nonconforming Loan, if Seller
fails to obtain a Takeout Commitment for such Type 4 Nonconforming Loan, or
fails to provide to MBF a true and correct photocopy of it or information about
it required by Section 13.20, within ninety (90) days after the
Acquisition Date, MBF may notify Seller, and notify Seller, and Seller
shall promptly repurchase such Mortgage Loan at the Repurchase Price on the
date of repurchase.


 


5.             Additional Seller’s Covenants.
Section 13 of the Agreement is amended by the addition of the following
Section 13.20:


 


13.20       Takeout Commitment—Type 4. Seller
shall make a commercially reasonable effort to obtain a Takeout Commitment for
each Type 4 Nonconforming Loan, and Seller shall provide to MBF a true and
correct photocopy of it or information about it (in such format and by such
media as MBF may from time to time determine) as soon as practicable after
Seller has obtained the Takeout Commitment. MBF acknowledges that a Takeout
Commitment for a Type 4 Nonconforming Loan may take the form of
a bulk trade commitment concerning a number of Type 4 Nonconforming Loans and
certain other loans.


 


6.             Representations and Warranties
Concerning Type 4 Nonconforming Loans. Notwithstanding anything to the
contrary in Section 11 of the Agreement, with respect to a Type 4
Nonconforming Loan, Seller only makes each of the following representations and
warranties set forth in Annex 2: 1-10 (inclusive), 11 (if such
Mortgaged Property is occupied by the Mortgagor), 12-38 (inclusive), 41, and
43-end (inclusive). In addition, Seller also makes each of the additional
representations and warranties with respect to each Type 4 Nonconforming Loan
set forth below:


 


(1)           Second Lien Loan. The Mortgage
is a first or second lien on the Mortgaged Property.


 


(2)           FICO Scores. If available, at
the time of origination the Mortgagor had a score on the FICO scale of at least
620.


 


(3)           Loan-to-Value Ratio. The
loan-to-value ratio of the first lien mortgage loan and the Mortgage Loan
combined is not in excess of 100%.


 


(4)           Debt Service-to-Income Ratio.
At the time of origination of the Mortgage Loan, the ratio of the scheduled
aggregate annual principal payment on the Mortgage Loan to the annual income of
the Mortgagor was not in excess of 50%.


 


2

















 


(5)           Mississippi Loans. The
Mortgaged Property is not located in the State of Mississippi.


 


(6)           Documentation. The Mortgage
Loan was documented in compliance with Seller’s full or stated documentation
program.


 


(7)           Purpose. The Mortgage Loan was
used to purchase a home for a relocating executive or officer.


 


(8)           No Mobile Home/Manufactured
Housing Loans. The Mortgage Loan is not secured by a mobile home or by
manufactured housing.


 


(9)           No Negative Amortization. The
Mortgage Loan does not provide for negative amortization or for the potential
for negative amortization.


 


(10)         Loan Size Limit. The principal
amount of the Mortgage Loan is not in excess of $500,000.00 on the Acquisition
Date for such Mortgage Loan.


 


3

















 


Exhibit H


 


COMPLIANCE
CERTIFICATE


 


	
  SELLER:

  	
   

  	
  SIRVA MORTGAGE, INC., an Ohio corporation f/k/a

  Cooperative Mortgage Services, Inc.

  
	
  MBF:

  	
   

  	
  WASHINGTON MUTUAL BANK,

  

  a federal association

  
	
  TODAY’S DATE:

  	
   

  	
      /    /200  

  
	
  REPORTING PERIOD ENDED:

  	
   

  	
      month(s) ended    /    /200     

  



 


This certificate is delivered to MBF under the
Mortgage Loan Repurchase Agreement dated effective as of May 27, 2005,
between the Seller and MBF (the “Agreement”), all the defined terms of which
have the same meanings when used herein.


 


I hereby certify
that: (a) I am, and at all times mentioned herein have been, the duly
elected, qualified, and acting officer of Seller designated below; (b) to
the best of my knowledge, the Financial Statements of Seller from the period
shown about (the “Reporting Period”) and which accompany this certificate were
prepared in accordance with GAAP and present fairly the financial condition of
Seller as of the end of the Reporting Period and the results of its operations
for the Reporting Period; (c) a review of the Agreement and of the
activities of Seller during the Reporting Period has been made under my
supervision with a view to determining Seller’s compliance with the covenants,
requirements, terms, and conditions of the Agreement, and such review has not
disclosed the existence during or at the end of the Reporting Period (and I
have no knowledge of the existence as of the date hereof) of any Default or
Event of Default, except as disclosed herein (which specifies the nature a d
period of existence of each Default or Event of Default, if any, and what
action Seller has taken, is taking, and proposes to take with respect to each);
(d) the calculations described herein evidence that the Seller is in
compliance with the requirements of the Agreement at the end of the Reporting
Period (or if Seller is not in compliance, showing the extent of non-compliance
and specifying the period of non-compliance and what actions Seller proposes to
take with respect thereto); (e) Seller was, as of the end of the Reporting
Period, in compliance and good standing with applicable FNMA, GNMA, FHLMC, and
HUD net worth requirements.


 


	
  SIRVA MORTGAGE, INC., an
  Ohio corporation f/k/a Cooperative Mortgage Services, Inc. 

  
	
   

  
	
  By:

  	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
   

  



 


H-1

















 


	
  SELLER:

  	
   

  	
  SIRVA MORTGAGE, INC., an
  Ohio corporation f/k/a

  Cooperative Mortgage Services, Inc.

  
	
  REPORTING PERIOD ENDED:

  	
   

  	
       /    /200   _

  



 


All financial calculations set forth herein are as of the end of the
Reporting Period.


 


I.              TANGIBLE NET WORTH


 


	
  The Tangible Net
  Worth of Seller is:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Shareholder’s
  Equity:

  	
   

  	
  $

  	
   

  
	
  Minus:
  Intangible Assets

  	
   

  	
  $

  	
   

  
	
  Minus:
  Capitalized Servicing Rights

  	
   

  	
  $

  	
   

  
	
  Minus: Advances
  of loans to shareholders, officers or Affiliates:

  	
   

  	
  $

  	
   

  
	
  Minus:
  Investments in Affiliates:

  	
   

  	
  $

  	
   

  
	
  Minus: Assets
  pledged to secure liabilities not included in Debt:

  	
   

  	
  $

  	
   

  
	
  Minus: Net
  Investment in Real Estate

  	
   

  	
  $

  	
   

  
	
  Minus: Any other
  HUD nonacceptable assets:

  	
   

  	
  $

  	
   

  
	
  TANGIBLE NET
  WORTH:

  	
   

  	
  $

  	
   

  



 


II.            ADJUSTED TANGIBLE NET WORTH


 


	
  Adjusted
  Tangible Net Worth of Seller is:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Tangible Net
  Worth (from above):

  	
   

  	
  $

  	
   

  
	
  Plus:
  Subordinated Debt:

  	
   

  	
  $

  	
   

  
	
  Plus: 1.00%
  times UPB of Servicing Rights:

  	
   

  	
  $

  	
   

  
	
  ADJUSTED
  TANGIBLE NET WORTH:

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  REQUIRED
  MINIMUM (through Termination Date)

  	
   

  	
  $

  	
  11,000,000.00

  	
   

  
	
  In compliance?

  	
   

  	
  oYes  oNo

  	
   

  
					



 


H-2

















 


III.           DEBT OF SELLER


 


 


	
  Total
  Liabilities

  	
   

  	
  $

  	
   

  
	
  Minus: Loan loss
  reserves:

  	
   

  	
  $

  	
   

  
	
  Minus: Deferred
  taxes arising from capitalized excess servicing fees:

  	
   

  	
  $

  	
   

  
	
  DEBT:

  	
   

  	
  $

  	
   

  



 


IV.           DEBT TO ADJUSTED TANGIBLE NET WORTH


 


	
  Debt (from
  above):

  	
   

  	
  $

  	
   

  
	
  Adjusted
  Tangible Net Worth

  	
   

  	
  $

  	
   

  
	
  RATIO
  OF ADJUSTED TANGIBLE NET WORTH:

  	
   

  	
      :1

  	
   

  
	
  Maximum permitted

  6/1 – 9/30 of each year 

  	
   

  	
  17:1

  15:1

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  In
  compliance?

  	
   

  	
  oYes  oNo

  	
   

  



 


V.            CURRENT RATIO


 


	
  Current Assets (assets that are now cash or will be
  by their terms or disposition be to cash within one year of the date of
  calculation and all assets excluded from Tangible Net Worth in Section I. Above)

  	
   

  	
  $

  	
   

  
	
  Current
  Liabilities (liabilities due upon demand or within one year from the date of
  calculation)

  	
   

  	
  $

  	
   

  
	
  RATIO
  OF CURRENT ASSETS TO CURRENT LIABILITIES

  	
   

  	
      :1

  	
   

  
	
  Minimum
  required (through Termination Date)

  	
   

  	
  1.05:1

  	
   

  
	
  In
  compliance?

  	
   

  	
  oYes  oNo

  	
   

  



 


VI.           OWNER COMPENSATION


 


	
   

  	
   

  	
  Current Month

  	
   

  	
  Year-to-Date

  	
   

  
	
  Expensed
  Compensation

  	
   

  	
  $

  	
   

  	
  $

  	
   

  
	
  Plus: Dividends

  	
   

  	
  $

  	
   

  	
  $

  	
   

  
	
  Plus: Loans to
  Owners

  	
   

  	
  $

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TOTAL

  	
   

  	
  $

  	
   

  	
  $

  	
   

  



 


H-3





















 


VII.         PRODUCTION


 


	
   

  	
   

  	
  Current Month

  	
   

  	
  Year-to-Date

  	
   

  
	
  Total Mortgage
  Loans Funded

  	
   

  	
  $

  	
   

  	
  $

  	
  %

  
	
  Wholesale as %
  of Total

  	
   

  	
   

  	
  %

  	
   

  	
  %

  
	
  Retail as % of
  Total

  	
   

  	
   

  	
  %

  	
   

  	
  %

  



 


	
  By Category

  	
   

  	
  Current Month

  	
   

  	
  Year-to-Date

  	
   

  
	
  Government as %
  of Total

  	
   

  	
   

  	
  %

  	
   

  	
  %

  
	
  Conventional as
  % of Total

  	
   

  	
   

  	
  %

  	
   

  	
  %

  
	
  Jumbo as % of
  Total

  	
   

  	
   

  	
  %

  	
   

  	
  %

  
	
  Subprime as % of
  Total

  	
   

  	
   

  	
  %

  	
   

  	
  %

  
	
  Second Mortgages
  as 

  	
   

  	
   

  	
  %

  	
   

  	
  %

  
	
  Other (Describe)

  	
   

  	
   

  	
  %

  	
   

  	
  %

  
	
  Total
  (Must = 100

  	
   

  	
   

  	
  %

  	
   

  	
  %

  



 


VIII.        TRANSACTIONS WITH AFFILIATES


 


	
  Transactions
  with Affiliates (year-to-date)

  	
   

  	
  $

  	
   

  
	
  Maximum
  permitted

  	
   

  	
  $

  	
  N/A

  	
   

  
	
  In compliance?

  	
   

  	
  oYes  oNo

  	
   

  
					



 


IX.           NO LOANS OR INVESTMENTS (EXCEPT
APPROVED INVESTMENTS)


 


	
  Investments
  (year-to-date)

  	
   

  	
  $

  	
   

  
	
  Maximum
  permitted

  	
   

  	
  $

  	
  N/A

  	
   

  
	
  In compliance?

  	
   

  	
  oYes  oNo

  	
   

  
					



 


X.            THIRD PARTY REPORTS


 


All reports received from
third parties (such as the SEC, FNMA, GNMA, FHLMC) subsequent to the last
reporting period are attached hereto. These reports include the following (if
none, write “None”):


 


XI.           DEFAULTS OR EVENTS OF DEFAULT


 


Disclose nature and period of existence and action
being taken in connection therewith; if none,
write “None”:


 


H-4