Exhibit 10.15
FIRST AMENDMENT TO
MORTGAGE LOAN REPURCHASE AGREEMENT
This First Amendment to Mortgage Loan Repurchase Agreement ("Amendment") is
dated as of March 28, 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)
THE FOLLOWING DEFINITION SET FORTH
IN SECTION 1 (DEFINITIONS) OF THE FLEX AGREEMENT IS HEREBY AMENDED AND RESTATED
AS FOLLOWS:
"Defective Mortgage Loan" means a Mortgage Loan (i) that does not conform to any
one or more of the representations or warranties made by Seller pursuant to
Section 11, (ii) that is sold in a transaction in which any one or more of the
representations and warranties of Seller contained in Section 12 are not true,
correct and complete on the Acquisition Date, (iii) that is subject to a Takeout
Commitment with respect to which Seller is in default, (iv) that is delivered to
the Takeout Investor for examination and purchase but has not been purchased
upon expiration of thirty (30) days from the date the Mortgage Loan was
delivered to the Takeout Investor or is rejected or excluded for any reason
(other than default by MBF) from the related Takeout Commitment by the Takeout
Investor, (v) that is not purchased by the Takeout Investor in compliance with
the Takeout Commitment and this
Agreement at or prior to the expiration or termination of the Takeout Commitment
for any reason (other than default by MBF), or (vi) is not repurchased by Seller
in compliance with the provisions of Section 7.
(B)
THE FOLLOWING DEFINITION SET FORTH IN
ANNEX 1, SECTION 2 OF THE FLEX AGREEMENT IS HEREBY AMENDED AND RESTATED AS
FOLLOWS:
Minimum Adjusted Tangible Net Worth: The amount referenced in Section 13.12 of
the Agreement is Eight Million Five Hundred Thousand and No/100 Dollars
($8,500,000.00).
(C)
ANNEX 1 OF THE FLEX AGREEMENT IS HEREBY
AMENDED BY THE ADDITION OF THE FOLLOWING SECTION 7:
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