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