Exhibit 10.17


 


THIRD
AMENDMENT TO

MORTGAGE LOAN REPURCHASE AGREEMENT


 


This Third Amendment to
Mortgage Loan Repurchase Agreement (“Amendment”) is dated as of May 25,
2007, 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)                                         The following
definition set forth in Section 1 (Definitions) of the Flex
Agreement is hereby amended and restated as follows:


 


“Acquisition Price”
means, with respect to each Mortgage Loan, an amount equal to the percentage
specified in Annex 1 of the lesser of (a) the Par Value of such
Mortgage Loan and (b) the Market Value of such Mortgage Loan.”


 


(b)                                        Annexes 1, 4,
5, 6, 7, 8, and 9 of the Flex Agreement are hereby deleted in their entirety
and replaced by Annexes 1, 4, 5, 6, 7, 8, and 9, attached hereto, respectively.


 


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 Klemme

  
	
   

  	
  Name:

  	
  Paul Klemme

  
	
   

  	
  Title:

  	
  President

  



 


Third
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
  Culver

  
	
   

  	
  Name:

  	
  Ben Culver

  
	
   

  	
  Title:

  	
  Vice
  President

  



 


Third 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 100 basis points (1.00%).


 


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,
2008.


 


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

  



 


9.                                       CL
Program Amendments.


 


(a)                                  The
following definitions set forth in Section 1 of the Agreement are hereby
deleted in their entirety: “CL”, “CL Program”, and “Seller Guide”.


 


(b)                                 The
last sentence of Section 2 of the Agreement is deleted in its entirety. Section 12.26
is amended to read as follows:


 


12.26                     Annexes.
If Seller sells a Mortgage Loan to MBF pursuant to the terms of an Annex
attached hereto and incorporated herein, Seller makes each of the additional
representations and warranties concerning such Mortgage Loan set forth in such
Annex.


 


(c)                                  Paragraphs
39 and 40 of Annex 2 are amended and restated to read as follows:


 


39.                                 Underwriting.
The Mortgage Loan was underwritten in accordance with underwriting guidelines
of the Takeout Investor (if any); any underwriting conditions relating to the
Mortgage Loan were fully satisfied; the satisfaction of those underwriting
conditions was properly documented in accordance with standard industry
practices; and such documentation has been submitted to the Takeout Investor.


 


40.                                 Compliance
with Guide. The Mortgage Loan and all documents related thereto comply, in
all material respects, to all applicable terms, conditions and requirements set
forth in any seller/servicer or origination guide or guidelines used by the
Takeout Investor (if any).


 


(d)                                 The
Directory of Defined Terms at the end of the Agreement is amended


 


4

















 


to reflect the deletion and addition of the
defined terms set forth hereinabove.


 


5

















 


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 $100,000,000.00 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 $100,000,000.00 at any one time.


 


“2NC1
Sub-sublimit” means $20,000,000.00 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 lesser of (a) the
Par Value of such 1NC1 Loan and (b) the Market Value of such 1NC1 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 100 basis points (1.00%) per annum. For
a 2NC1 Loan only, the “Investment Return Rate” means the LIBOR Rate plus 100
basis points (1.00%) 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 Acquisition Price of all Type 1 Nonconforming Loans then held by


 


1

















 


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 660.


 


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


 


(6)                                  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.


 


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


 


(8)                                  No
Negative Amortization. The Mortgage Loan does not provide for negative
amortization or for the potential for negative amortization; provided, however,
MBF, in its sole discretion, may make advances against particular Mortgage
Loans that provide for negative amortization or for the potential for negative
amortization.


 


(9)                                  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 $20,000,000.00 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 $20,000,000.00 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-six percent (96%) 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 100 basis points (1.00%) 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 620.


 


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


 


(6)                                  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.


 


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


 


(8)                                  No
Negative Amortization. The Mortgage Loan does not provide for negative
amortization or for the potential for negative amortization; provided, however,
MBF, in its sole discretion, may make advances against particular Mortgage
Loans that provide for negative amortization or for the potential for negative
amortization.


 


(9)                                  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-five percent (95%) 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
percent (90%) 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 137.5 basis points (1.375%) per annum.
For a 2NC3 Loan only, the “Investment Return Rate” means the LIBOR Rate plus
137.5 basis points (1.375%) 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 580. 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)                                  Documentation.
The Mortgage Loan was documented in compliance with Seller’s full or stated
documentation program.


 


(6)                                  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.


 


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


 


(8)                                  No
Negative Amortization. The Mortgage Loan does not provide for negative amortization
or for the potential for negative amortization; provided, however,
MBF, in its sole discretion, may make advances against particular Mortgage
Loans that provide for negative amortization or for the potential for negative
amortization.


 


(9)                                  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
7


 


Provisions Relating to Undesignated Loans


 


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


 


“Undesignated
Loan” means a Mortgage Loan (i) that is not a Type 1
Nonconforming Loan, a Type 2 Nonconforming Loan, or a Type 3 Nonconforming Loan
and (ii) that is not subject to or covered by a Takeout Commitment on the
applicable Acquisition Date.


 


Modified or
Clarified Definitions. The definition of “Acquisition Price”
set forth in Section 1 of the Agreement is modified as follows:


 


“Acquisition Price”: For an Undesignated Loan, the “Acquisition
Price” means an amount equal to ninety-eight percent (98%) of the lesser of (a) the
Par Value of such Mortgage Loan and (b) the Market Value of such Mortgage
Loan.


 


“Maximum Takeout
Commitment Expiration Date”: For an Undesignated 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.


 


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


 


In the case of
an Undesignated Loan, if Seller fails to obtain a Takeout Commitment for such
Mortgage Loan, or fails to provide to MBF either a true and correct photocopy
of it or information about it as required by Section 13.18, within ninety
(90) days after the Acquisition Date, MBF may notify Seller, and Seller
shall promptly repurchase such Mortgage Loan at the Adjusted Acquisition Price
on the date of repurchase.


 


Additional Seller’s
Covenants. Section 13 of the Agreement is amended by the
addition of the following Section 13.18:


 


13.18                     Takeout
Commitment—Undesignated. Seller shall make a commercially reasonable effort
to obtain a Takeout Commitment for each Undesignated 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 Undesignated Loan may take
the form of a bulk trade commitment concerning a number of Undesignated
Loans and certain other loans.


 


1

















 


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 200 basis points (2.00%) 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


 


1

















 


according to the following schedule (unless MBF
waives in advance one or more of these mandatory reductions with respect to a
particular Mortgage Loan):


 


(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:


 


2

















 


(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, 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 200 basis points (2.00%) 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 660.


 


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


 


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


 


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


 


(8)                                  No
Negative Amortization. The Mortgage Loan does not provide for negative
amortization or for the potential for negative amortization; provided, however,
MBF, in its sole discretion, may make advances against particular Mortgage
Loans that provide for negative amortization or for the potential for negative
amortization.


 


(9)                                  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