Exhibit 10.3

 

March 4, 2014

 

	
Excel   Mortgage Servicing, Inc.
    	
AmeriHome   Mortgage Corporation
    
	
19500   Jamboree Road
    	
19500   Jamboree Road
    
	
Irvine,   CA 92162
    	
Irvine,   CA 92162
    
	
 
    	
 
    
	
Integrated   Real Estate Service Corporation
    	
 
    
	
19500   Jamboree Road
    	
 
    
	
Irvine,   CA 92162
    	
 
    


 

Re:  Eighth Amendment to Master Repurchase Agreement and Pricing Letter (“Eighth Amendment”).

 

This Eighth Amendment is made this 4th day of March, 2014 (the “Amendment Effective  Date”),  to  that  certain  Master  Repurchase  Agreement,  dated  August 31,  2011,  as amended  (the  “Repurchase  Agreement”)  and  the  Pricing  Letter,  dated  August 31,  2011,  as amended (the “Pricing Letter”), in each case by and among Excel Mortgage Servicing, Inc. and AmeriHome Mortgage Corporation (each a “Seller” and, collectively, “Sellers”), and EverBank (“Buyer”).  The Repurchase Agreement, the Pricing Letter and all amendments are sometimes hereinafter collectively referred to as the “Agreement.”

 

WHEREAS,  Sellers  and  Integrated  Real  Estate  Service  Corporation  (“Guarantor”) requested that Buyer amend the Agreement; and

 

WHEREAS, Sellers, Guarantor and Buyer have agreed to amend the Agreement as set forth herein.

 

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree to amend the Agreement as follows:

 

SECTION 1.    Amendments.

 

(a)                                 The following definition contained in Section 1 of the Pricing Letter is hereby amended and restated in its entirety as follows:

 

“Termination Date” shall mean June 25, 2014, or such earlier date as determined by Buyer pursuant to its rights and remedies under the Agreement.

 

(b)                         The Operating Cash Flow to Debt Service Coverage Ratio contained in Section 3 (iii) of the Pricing Letter is hereby waived as of December 31, 2013 and amended in its entirety as follows:

 

“Operating Cash Flow to Debt Service Coverage Ratio — Reserved”

 











 

(c)                          AmeriHome  Mortgage  Corporation  is  hereby  released  as  “Seller”  and “Guarantor” from the Agreement and EverBank expressly permits the sale of all AmeriHome Mortgage Corporation assets and waives any condition precedent or subsequent to the sale, including but not limited to any Certain Financial Condition Coverage Ratios in Section 3 of the Pricing Letter.

 

SECTION 2.    Defined Terms.  Any terms capitalized but not otherwise defined herein should have the respective meanings set forth in the Agreement.

 

SECTION 3.    Limited Effect.  Except as amended hereby, the Agreement shall continue in full force and effect in accordance with its terms.  Reference to this Eighth Amendment need not be made in the Agreement or any other instrument or document executed in connection therewith, or in any certificate, letter or communication issued or made pursuant to, or with respect to, the Agreement, any reference in any of such items to the Agreement being sufficient to refer to the Agreement as amended hereby.

 

SECTION 4.    Representations.   In order to induce Buyer to execute and deliver this Eighth Amendment, each Seller hereby represents to Buyer that as of the date hereof, except as otherwise expressly waived by Buyer in writing, such Seller is in full compliance with all of the terms and conditions of the Agreement including without limitation, all of the representations and warranties and all of the affirmative and negative covenants, and no Default or Event of Default has occurred and is continuing under the Agreement.

 

SECTION 5.    Governing Law. This Eighth Amendment and any claim, controversy or dispute arising under or related to or in connection with this Eighth Amendment, the relationship of the parties, and/or the interpretation and enforcement of the rights and duties of the parties will be governed by the laws of the State of New York without regard to any conflicts of law principles other than Sections 5-1401 and 5-1402 of the New York General Obligations Law which shall govern.

 

SECTION 6.    Counterparts.   This Eighth Amendment may be executed in two (2) or more counterparts, each of which shall be deemed an original but all of which together shall constitute but one and the same agreement.  This Eighth Amendment, to the extent signed and delivered by facsimile or other electronic means, shall be treated in all manner and respects as an original agreement and shall be considered to have the same binding legal effect as if it were the  original  signed  version  thereof  delivered  in  person.     No  signatory  to  this  Eighth Amendment shall raise the use of a facsimile machine or other electronic means to deliver a signature or the fact that any signature or agreement was transmitted or communicated through the use of a facsimile machine or other electronic means as a defense to the formation or enforceability of a contract and each such Person forever waives any such defense.

 

SECTION 7.    Guarantor.  Guarantor acknowledges and agrees that nothing contained herein, and Guarantor’s signature hereon, shall not be deemed an acknowledgement, a course of  conduct,  a  waiver  or  an  amendment  of  the provisions  of  the  Facility  Guaranty,  which continue in full force and effect and do not require any Guarantor’s consent to the actions taken hereunder.

 











 

IN WITNESS WHEREOF, Sellers, Guarantor and Buyer have caused  this  Eighth Amendment to be executed and delivered as of the Amendment Effective Date.

 

	
EXCEL MORTGAGE SERVICING, INC., as a Seller
    	
 
    	
EVERBANK,   as Buyer
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
By:
    	
/s/   Todd R. Taylor
    	
 
    	
By:
    	
/s/   Sean R. Delaney
    
	
Its:
    	
Todd   R. Taylor
    	
 
    	
Its:
    	
Sean   R. Delaney
    
	
Title:
    	
EVP/CFO
    	
 
    	
Title:
    	
VP
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
AMERIHOME MORTGAGE CORPORATION, as a Seller
    	
 
    	
INTEGRATED   REAL ESTATE SERVICE CORPORATION, as Guarantor
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/   Todd R. Taylor
    	
 
    	
By:
    	
/s/   Todd R. Taylor
    
	
Its:
    	
Todd   R. Taylor
    	
 
    	
Its:
    	
Todd   R. Taylor
    
	
Title:
    	
EVP/CFO
    	
 
    	
Title:
    	
EVP/CFO
    


 











 

EXHIBIT A

 

COMPLIANCE CERTIFICATE

 

[PLEASE REVIEW CAREFULLY]

 

	
SELLER:
    	
 
    	
EXCEL   MORTGAGE SERVICING INC.
    
	
GUARANTORS:
    	
 
    	
INTEGRATED   REAL ESTATE SERVICE CORPORATION
    
	
BUYER:
    	
 
    	
EVERBANK
    
	
TODAY’S   DATE:
    	
 
    	
        /         /201  
    
	
REPORTING   PERIOD ENDED:
    	
 
    	
         month(s) ended          /        /20    
    


 

This certificate is delivered to Buyer under the Master Repurchase Agreement dated as of August 31, 2011, between Seller and Buyer (as amended from time to time, 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 the Financial Reporting Party as of the end of the Reporting Period and the results of its operations for 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 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)  all  information  set  forth  on  the attachment to this Compliance Certificate is true, correct, and complete, and the calculations set forth therein evidence that 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);  and  (e)  Seller  was,  as  of  the  end  of  the  Reporting  Period,  in compliance and good standing with applicable Fannie Mae, Ginnie Mae, Freddie Mac, and HUD net worth requirements.

 

 

	
 
    	
By:
    	
 
    
	
 
    	
 
    	
Name:
    
	
 
    	
 
    	
Title:
    


 











 

	
SELLER:
    	
 
    	
EXCEL   MORTGAGE SERVICING INC.
    
	
(REPORTING   PERIOD) ENDED:
    	
 
    	
          /        /20   
    


 

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

 

1.   ADJUSTED TANGIBLE NET WORTH

 

	
The Adjusted Tangible Net Worth of Seller is:
    	
 
    	
 
    	
 
    
	
GAAP Net Worth:
    	
 
    	
$
    	
 
    	
 
    	
 
    
	
Minus: Intangible Assets (excluding capitalized   Servicing Rights)
    	
 
    	
$
    	
 
    	
 
    	
 
    
	
Minus: Due from Shareholders or Related Parties
    	
 
    	
$
    	
 
    	
 
    	
 
    
	
Minus: Capitalized Servicing Rights
    	
 
    	
$
    	
 
    	
 
    	
 
    
	
Minus: Assets pledged to secure liabilities not   included in Indebtedness:
    	
 
    	
$
    	
 
    	
 
    	
 
    
	
Minus: Any other HUD non-acceptable assets:
    	
 
    	
$
    	
 
    	
 
    	
 
    
	
Minus: Investments in Affiliates:
    	
 
    	
$
    	
 
    	
 
    	
 
    
	
Plus: Lesser of (a) most recent MSR Appraised   Value, and (b) capitalized Servicing Rights (per above):
    	
 
    	
$
    	
 
    	
 
    	
 
    
	
Plus: Subordinated Debt:
    	
 
    	
$
    	
 
    	
 
    	
 
    
	
ADJUSTED TANGIBLE NET WORTH:
    	
 
    	
$
    	
 
    	
 
    	
 
    
	
SELLER   REQUIRED MINIMUM
    	
 
    	
$
    	
 
    	
17,000,000
    	
 
    
	
GUARANTOR   REQUIRED MINIMUM
    	
 
    	
$
    	
 
    	
17,000,000
    	
 
    
	
In compliance?
    	
 
    	
o Yes
    	
o No
    	
 
    


 

2.   INDEBTEDNESS OF SELLER

 

	
INDEBTEDNESS:
    	
 
    	
$
    	
 
    	
 
    


 

3.   LEVERAGE: ADJUSTED INDEBTEDNESS TO ADJUSTED TANGIBLE NET WORTH

 

	
Indebtedness (from 2, above)
    	
 
    	
$
    	
 
    	
 
    
	
Minus: Subordinated Debt (from 1, above)
    	
 
    	
$
    	
 
    	
 
    
	
ADJUSTED INDEBTEDNESS
    	
 
    	
$
    	
 
    	
 
    


 











 

	
Adjusted Tangible Net Worth (from 1, above)
    	
 
    	
$
    	
 
    	
 
    
	
RATIO OF ADJUSTED INDEBTEDNESS   /ADJUSTED TANGIBLE NET WORTH:
    	
 
    	
  :1
    	
 
    
	
Maximum   permitted
    	
 
    	
15:1
    	
 
    
	
In compliance?
    	
 
    	
o Yes
    	
o No
    	
 
    
	
 
    
	
4.   LIQUIDITY
    
	
 
    
	
Cash
    	
 
    	
$
    	
 
    	
 
    
	
Less: Restricted Cash
    	
 
    	
$
    	
 
    	
 
    
	
Plus: Cash Equivalents
    	
 
    	
$
    	
 
    	
 
    
	
LIQUIDITY
    	
 
    	
$
    	
 
    	
 
    
	
Minimum required
    	
 
    	
$
    	
7,000,000
    	
 
    
	
In compliance?
    	
 
    	
o Yes
    	
o No
    	
 
    
	
 
    
	
5.   PROFITABILITY RATIO
    
	
 
    
	
Net Income (prior three (3) fiscal quarters)
    	
 
    	
$
    	
 
    	
 
    
	
Net Income (fiscal quarter just ended)
    	
 
    	
$
    	
 
    	
 
    
	
Total Net Income (prior four (4) fiscal   quarters)
    	
 
    	
$
    	
 
    	
 
    
	
Minimum   required (trailing 12 months calculated quarterly)
    	
 
    	
$
    	
1.00 or more
    	
 
    
	
In compliance?
    	
 
    	
o Yes
    	
o No
    	
 
    
								


 

6.   FACILITIES (Please list all credit facilities including off balance sheet facilities)

 

	
Institution
    	
 
    	
Total Commitment
    	
 
    	
Outstanding
    	
 
    
	
EverBank Warehouse Lending
    	
 
    	
$
    	
 
    	
 
    	
$
    	
 
    	
 
    
	
 
    	
 
    	
$
    	
 
    	
 
    	
$
    	
 
    	
 
    
	
 
    	
 
    	
$
    	
 
    	
 
    	
$
    	
 
    	
 
    
	
 
    	
 
    	
$
    	
 
    	
 
    	
$
    	
 
    	
 
    
	
 
    	
 
    	
$
    	
 
    	
 
    	
$
    	
 
    	
 
    
	
 
    	
 
    	
$
    	
 
    	
 
    	
$
    	
 
    	
 
    
	
 
    	
 
    	
$
    	
 
    	
 
    	
$
    	
 
    	
 
    
	
 
    	
 
    	
$
    	
 
    	
 
    	
$
    	
 
    	
 
    
	
TOTALS
    	
 
    	
$
    	
 
    	
 
    	
$
    	
 
    	
 
    


 











 

7.   REPURCHASES / INDEMNIFICATIONS (R&I)

 

	
Repurchases
    	
 
    	
UPB
    	
 
    	
# of Loans
    	
 
    	
Actual or
   Estimated
   Loss
    	
 
    	
How were
   they
   recorded
   on the
   financials?
    	
 
    
	
Beginning Open R&I’s
    	
 
    	
$
    	
 
    	
 
    	
 
    	
 
    	
$
    	
 
    	
 
    	
 
    	
 
    
	
New R&I’s received this month
    	
 
    	
$
    	
 
    	
 
    	
 
    	
 
    	
$
    	
 
    	
 
    	
 
    	
 
    
	
R&I’s rescinded this month
    	
 
    	
$
    	
 
    	
 
    	
 
    	
 
    	
$
    	
 
    	
 
    	
n/a
    	
 
    
	
R&I’s settled this month
    	
 
    	
$
    	
 
    	
 
    	
 
    	
 
    	
$
    	
 
    	
 
    	
 
    	
 
    
	
Ending Open R&I’s
    	
 
    	
$
    	
 
    	
 
    	
 
    	
 
    	
$
    	
 
    	
 
    	
 
    	
 
    


 




*                 If you have a detailed schedule of loans subject to repurchases that includes the investor requesting, reason for repurchases, origination date, loan characteristics such as LTV, lien position, occupancy etc., and valuation method if you have estimated your loss exposure, please attach it with this table.

 

8.   LOAN LOSS RESERVE

 

	
 
    	
 
    	
Current Month
    	
 
    	
Year-to-Date
    	
 
    
	
Beginning loan loss reserve
    	
 
    	
$
    	
 
    	
 
    	
$
    	
 
    	
 
    
	
Additional loss provision
    	
 
    	
$
    	
 
    	
 
    	
$
    	
 
    	
 
    
	
Actual charge off
    	
 
    	
$
    	
 
    	
 
    	
$
    	
 
    	
 
    
	
Ending Loan Loss Reserve
    	
 
    	
$
    	
 
    	
 
    	
$
    	
 
    	
 
    


 

9.   LITIGATION

 

	
 
    	
 
    	
Current Month
    	
 
    	
Year-to-Date
    	
 
    
	
Pending litigations (Unit)
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Expected losses on litigation
    	
 
    	
$
    	
 
    	
 
    	
$
    	
 
    	
 
    
								


 

10. THIRD PARTY REPORTS

 

All  reports  received from  third  parties  (such  as  the  SEC,  Fannie Mae, Ginnie Mae, Freddie Mac) subsequent to the last reporting period are attached hereto. These reports include the following (if none, write “None”):  [            ]

 











 

11. DEFAULTS OR EVENTS OF DEFAULT

 

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

 

12. OTHER REPORTS REQUIRED (Please attach if applicable)

 

a.                                      Indemnification & Repurchase Report for the prior year and current YTD.

 

b.                                      Hedge Reports (including: position summary report, MBS & whole loan trade detail, loan level detail report with weighted average take out price).

 

c.                                       Summary of year-to-date production, broken out by product type.