EXHIBIT 10.3
SECOND AMENDMENT TO
FIRST AMENDED AND RESTATED
WAREHOUSING CREDIT AND SECURITY AGREEMENT
SECOND AMENDMENT TO FIRST AMENDED AND RESTATED WAREHOUSING CREDIT AND SECURITY
AGREEMENT (this "Amendment") dated as of May 19, 2003, between Oak Street
Mortgage LLC, a Delaware limited liability company, OAK STREET MORTGAGE OF
TENNESSEE LLC, a Tennessee limited liability company, and OAK STREET MORTGAGE,
INC., a Delaware corporation (collectively, "Borrower"), and RESIDENTIAL FUNDING
CORPORATION, a Delaware corporation ("Lender").
A. Borrower and Lender have entered into a revolving mortgage warehousing
facility with a present Warehousing Commitment Amount of $150,000,000,
which is evidenced by a First Amended and Restated Warehousing
Promissory Note dated August 31, 2002, a Sublimit Promissory Note dated
August 31, 2002 (the "Notes"), and by a First Amended and Restated
Warehousing Credit and Security Agreement dated as of June 15, 2002 (as
the same may have been and may be amended or supplemented, the
"Agreement").
B. Borrower has requested that Lender amend certain terms of the
Agreement, and Lender has agreed to such amendments, subject to the
terms and conditions of this Amendment.
NOW, THEREFORE, the parties to this Amendment agree as follows:
1. Subject to Borrower's satisfaction of the conditions set forth in
Section 7, the effective date of this Amendment is May 7, 2003
("Effective Date").
2. Unless otherwise defined in this Amendment, all capitalized terms have
the meanings given to those terms in the Agreement. Defined terms may
be used in the singular or the plural, as the context requires. The
words "include," "includes" and "including" are deemed to be followed
by the phrase "without limitation." Unless the context in which it is
used otherwise clearly requires, the word "or" has the inclusive
meaning represented by the phrase "and/or." References to Sections and
Exhibits are to Sections and Exhibits of this Amendment unless
otherwise expressly provided.
3. Article 8 to the Agreement is amended and restated in its entirety as
set forth in Article 8 to this Amendment. All references in the
Agreement and the other Loan Documents to Article 8 are deemed to refer
to the new Article 8.
4. Exhibit E to the Agreement is amended and restated in its entirety as
set forth in Exhibit E to this Amendment. All references in the
Agreement and the other Loan Documents to Exhibit E are deemed to refer
to the new Exhibit E.
5. Exhibit H to the Agreement is amended and restated in its entirety as
set forth in Exhibit H to this Amendment. All references in the
Agreement and the other Loan Documents to Exhibit H are deemed to refer
to the new Exhibit H.
6. On the Effective Date, the Pledge Loans described on Schedule I to this
Amendment, shall be deemed for purposes of Exhibit H hereto, to be
Nonperforming Mortgage Loans, except that the Warehousing Advances
outstanding against such Pledged Loans may remain outstanding. At any
time hereafter until July 15, 2003, Borrower may, at its option by
Notice to Lender, elect to have additional Aged Mortgage Loans against
which
* Represents confidential information that has been omitted and filed separately
with the Commission.
Warehousing Advances remain outstanding deemed to by Nonperforming
Mortgage Loans pursuant to this paragraph 6.
7. Borrower must deliver to Lender (a) two executed copies of this
Amendment, and (b) a $350 document production fee.
8. Borrower represents, warrants and agrees that (a) there exists no
Default or Event of Default under the Loan Documents, (b) the Loan
Documents continue to be the legal, valid and binding agreements and
obligations of Borrower, enforceable in accordance with their terms, as
modified by this Amendment, (c) Lender is not in default under any of
the Loan Documents and Borrower has no offset or defense to its
performance or obligations under any of the Loan Documents, (d) except
for changes permitted by the terms of the Agreement, Borrower's
representations and warranties contained in the Loan Documents are
true, accurate and complete in all respects as of the Effective Date
and (e) there has been no material adverse change in Borrower's
financial condition from the date of the Agreement to the Effective
Date.
9. Except as expressly modified, the Agreement is unchanged and remains in
full force and effect, and Borrower ratifies and reaffirms all of its
obligations under the Agreement and the other Loan Documents.
10. This Amendment may be executed in any number of counterparts, each of
which will be deemed an original, but all of which shall together
constitute but one and the same instrument.
IN WITNESS WHEREOF, Borrower and Lender have caused this Amendment to be duly
executed on their behalf by their duly authorized officers as of the day and
year above written.
OAK STREET MORTGAGE LLC,
a Delaware limited liability company
By: /s/ Xxxxx X. Royal
--------------------------------------
Its: Chief Financial Officer
OAK STREET MORTGAGE OF TENNESSEE LLC,
a Tennessee limited liability company
By: /s/ Xxxxx X. Royal
--------------------------------------
Its: Chief Financial Officer
OAK STREET MORTGAGE, INC.,
a Delaware corporation
By: /s/ Xxxxx X. Royal
--------------------------------------
Its: Chief Financial Officer
RESIDENTIAL FUNDING CORPORATION
a Delaware corporation
By: /s/ Xxxxx X. Xxxxxxx
---------------------------------
Its: Director
NEGATIVE COVENANTS
As long as the Warehousing Commitment is outstanding or there remain any
Obligations to be paid or performed, Borrower must not, either directly or
indirectly, without the prior written consent of Lender:
8.1. CONTINGENT LIABILITIES
Assume, guarantee, endorse or otherwise become contingently liable for the
obligation of any Person except by endorsement of negotiable instruments for
deposit or collection in the ordinary course of business, and except for
obligations arising in connection with the sale of Mortgage Loans with recourse
in the ordinary course of Borrower's business.
8.2. PLEDGE OF SERVICING CONTRACTS
Pledge or grant a security interest in any existing or future Servicing
Contracts of Borrower other than to Lender or omit to take any action required
to keep all of Borrower's Servicing Contracts in full force and effect.
8.3. RESTRICTIONS ON FUNDAMENTAL CHANGES
8.3 (a) Consolidate, merge or enter into any analogous reorganization or
transaction with any Person.
8.3 (b) Amend or otherwise modify Borrower's articles of organization or
operating agreement in any way which will have an adverse impact on
Lender.
8.3 (c) Liquidate, wind up or dissolve (or suffer any liquidation or
dissolution).
8.3 (d) Cease actively to engage in the business of originating or acquiring
Mortgage Loans or make any other material change in the nature or scope
of the business in which Borrower engages as of the date of this
Agreement.
8.3 (e) Sell, assign, lease, convey, transfer or otherwise dispose of (whether
in one transaction or a series of transactions) all or any substantial
part of Borrower's business or assets, whether now owned or acquired
after the Closing Date, other than, in the ordinary course of business
and to the extent not otherwise prohibited by this Agreement, sales of
(1) Mortgage Loans, (2) Mortgage-backed Securities and (3) Servicing
Contracts.
8.3 (f) Acquire by purchase or in any other transaction all or substantially
all of the business or property of, or stock or other ownership
interests of, any Person; provided, however, Borrower may purchase all
or substantially all of the business or property of a Person whose
primary business is directly related to mortgage banking if (1) the
purchase price is no greater than $500,000, (2) the business or
property is consolidated into the Borrower, and (3) Borrower gives at
least five 5 Business Days advance written Notice of such purchase.
8.3 (g) Permit any Subsidiary of Borrower to do or take any of the foregoing
actions.
8.4. SUBSIDIARIES
Form or acquire, or permit any Subsidiary of Borrower to form or acquire, any
Person that would thereby become a Subsidiary.
8.5. DEFERRAL OF SUBORDINATED DEBT
Pay any Subordinated Debt of Borrower in advance of its stated maturity or,
after a Default or Event of Default under this Agreement has occurred, make any
payment of any kind on any Subordinated Debt of Borrower until all of the
Obligations have been paid and performed in full and any applicable preference
period has expired.
8.6. LOSS OF ELIGIBILITY
Take any action that would cause Borrower to lose all or any part of its status
as an eligible lender, seller/servicer or issuer as described under Section 9.1.
8.7. ACCOUNTING CHANGES
Make, or permit any Subsidiary of Borrower to make, any significant change in
accounting treatment or reporting practices, except as required by GAAP, or
change its fiscal year or the fiscal year of any Subsidiary of Borrower.
8.8. LEVERAGE RATIO
Permit Cresleigh LLC's Leverage Ratio at any time to exceed 20 to 1.
8.9. MINIMUM TANGIBLE NET WORTH
Permit Cresleigh LLC's Tangible Net Worth at any time to be less than (i)
$7,500,000 through June 30, 2003, and (ii) after June 30, 2003 (adjusted
semi-annually thereafter), (a) $7,500,000 plus (b) 50% of Cresleigh LLC's net
income after taxes and distributions to members for tax purposes, if positive,
for each six-month period ending on June 30 or December 31 of any year,
beginning June 30, 2003. Adjustments will occur on the first Business Day after
the end of each six-month period.
8.10. CURRENT RATIO
Permit Cresleigh LLC's Current Ratio at any time to be less than 1 to 1.
8.11. MINIMUM CASH AND CASH EQUIVALENTS
Permit Cresleigh LLC's Cash and Cash Equivalent at any time to be less than
$1,500,000.
8.12. TRANSACTIONS WITH AFFILIATES
Directly or indirectly (a) make any loan, advance, extension of credit or
capital contribution to any of Borrowers' Affiliates, (b) sell, transfer, pledge
or assign any of its assets to or on behalf of those Affiliates, (c) merge or
consolidate with or purchase or acquire assets from those Affiliates, or (d) pay
management fees to or on behalf of those Affiliates.
8.13. MINIMUM BUYDOWN
Permit Borrower's Buydown account at any time from May 7, 2003, to and including
July 15, 2003, to be less than $2,000,000.
8.14. RECOURSE SERVICING CONTRACTS
Acquire or enter into Servicing Contracts under which Borrower must repurchase
or indemnify the holder of the Mortgage Loans as a result of defaults on the
Mortgage Loans at any time during the term of those Mortgage Loans.
8.15. GESTATION AGREEMENTS
Directly or indirectly sell or finance a Mortgage Loan under any Gestation
Agreement if the Mortgage Loan is or was previously pledged to Lender as
Collateral under this Agreement if the aggregate amount of Warehousing Advances
outstanding is less than 60% of the Warehousing Commitment Amount.
END OF ARTICLE 8
EXHIBIT E
COMPLIANCE CERTIFICATE
This Compliance Certificate is submitted to the Lender pursuant to Section
7.2(c) of the First Amended and Restated Warehousing Credit and Security
Agreement among OAK STREET MORTGAGE LLC ("Oak Street LLC"), OAK STREET MORTGAGE
OF TENNESSEE LLC ("Oak Street of TN") and OAK STREET MORTGAGE, INC. ("Oak Street
Inc.;" Oak Street LLC, Oak Street of TN and Oak Street Inc. are collectively
referred to as the "Borrowers") and RESIDENTIAL FUNDING CORPORATION ("Lender"),
dated as of August 31, 2002 (as amended, restated, renewed or replaced,
"Agreement"). Capitalized terms and Section numbers used in this Compliance
Certificate without further definition refer to those terms and Sections set
forth in the Agreement.
The undersigned hereby certifies to Lender that as of the close of business on
,_____ 20__ ("Statement Date") and with respect to Oak Street LLC (and Oak
Street LLC's Subsidiaries on a consolidated basis):
11. As demonstrated by the attached calculations supporting this Compliance
Certificate, Borrowers satisfied the covenants set forth in Sections
8.8, 8.9, 8.10, 8.11 and 8.12, or, if Borrowers did not satisfy any of
those covenants, a detailed explanation is attached setting forth the
nature and the period of existence of any Default or Event of Default
and the action Borrowers have taken, are taking or propose to take with
respect to that Default or Event of Default.
12. Borrowers have not transferred (by sale or otherwise), pledged or
granted a security interest in any Servicing Contracts, except as
permitted under the terms of the Agreement.
13. Borrowers have not made any payments in advance of the scheduled
maturity date on any Subordinated Debt, and Borrowers have not incurred
any additional Debt that must be subordinated under the terms of
Section 7.11.
14. Borrowers were in full compliance with all applicable Investor net
worth requirements, and in good standing with each Investor.
15. I have reviewed the terms of the Agreement and have made, or caused to
be made under my supervision, a review in reasonable detail of the
transactions and conditions of Borrowers (and Borrowers' Subsidiaries).
That review has not disclosed, and I have no other knowledge of the
existence of, any Default or Event of Default, or if any Default or
Event of Default existed or exists, a detailed explanation is attached
setting forth the nature and the period of existence of the Default or
Event of Default and the action Borrowers have taken, are taking or
propose to take with respect that Default or Event of Default.
16. Pursuant to Section 7.2 of the Agreement, enclosed are the financial
statements of Oak Street LLC as of the Statement Date. The financial
statements for the period ending on the Statement Date fairly present
the financial condition and results of operations of Oak Street LLC
(and Oak Street LLC's Subsidiaries on consolidated basis) as of the
Statement Date.
Dated:__________________________ OAK STREET MORTGAGE LLC,
a Delaware limited liability company
By:_________________________________
Its:________________________________
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CALCULATIONS SUPPORTING COMPLIANCE CERTIFICATE
Borrower Name: OAK STREET MORTGAGE LLC (and its Subsidiaries)
Statement Date: _______________________________
All financial calculations set forth in this Compliance Certificate are as of
the Statement Date.
1. TANGIBLE NET WORTH:
A. Net Worth is:
Excess of total assets over total
liabilities: $________
Plus: Subordinated Debt not due within one
year of the Statement Date (or any
portion of that Subordinated Debt): $________
Minus: Advances or loans to members, managers
or Affiliates or any shareholder,
director or officer of any manager,
member or Affiliate: $________
Minus: Investments in Affiliates: $________
Minus: Assets pledged to secure liabilities
not included in Debt: $________
Minus: Intangible assets: $________
Minus: Other assets that HUD deems
non-acceptable: $________
Minus: Other assets that Lender deems
unacceptable: $________
TANGIBLE NET WORTH $________
B. Requirements of Section 8.9 of the Agreement:
OAK STREET LLC'S TANGIBLE NET WORTH MUST BE AT LEAST (A)
$7,500,000 THROUGH JUNE 30, 2003, AND (B) AFTER JUNE 30, 2003
(ADJUSTED SEMI-ANNUALLY THEREAFTER), (1) $7,500,000 PLUS (2)
50% OF OAK STREET LLC'S NET INCOME AFTER TAXES AND
DISTRIBUTIONS TO MEMBERS FOR TAX PURPOSES (IF POSITIVE) FOR
EACH SIX-MONTH PERIOD ENDED ON JUNE 30 OR DECEMBER 31 OF ANY
YEAR, BEGINNING JUNE 30, 2003. ADJUSTMENTS WILL OCCUR ON THE
FIRST BUSINESS DAY AFTER THE END OF EACH SIX-MONTH PERIOD.
C. COVENANT SATISFIED: _____ COVENANT NOT SATISFIED: ______
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2. DEBT
A. Oak Street LLC's total liabilities calculated in
accordance with GAAP, plus all indebtedness or
other obligations for borrowed money or for the
deferred purchase price of property or services: $________
Minus: Deferred taxes arising from
capitalized excess servicing fees and
capitalized servicing rights: $________
Minus: Subordinated Debt not due within one
year of the Statement Date (or any
portion of that Subordinated Debt): $________
B. DEBT (Total): $________
Minus: Debt arising under Hedging
Arrangements (to the extent of assets
arising under those Hedging
Arrangements): $________
C. DEBT (adjusted for Hedging Arrangements): $________
3. LEVERAGE RATIO
A. The ratio of Debt to Tangible Net Worth is
(2.C. to 1.A.): _______ to 1
B. Requirements of Section 8.8 of the Agreement:
OAK STREET LLC'S leverage ratio MUST not exceed 20 to 1.
C. COVENANT SATISFIED: ____ COVENANT NOT SATISFIED: ____
4. MINIMUM CASH AND CASH EQUIVALENTS
A. Amount of Cash: $________
B. Cash Equivalents:
Funds on deposit in a U.S. Bank: $________
Investment grade commercial paper: $________
Money market funds: $________
Warehousing Buydown: $________
High grade marketable securities with a
maturity of 270 days or less: $________
C. TOTAL CASH AND CASH EQUIVALENTS:
D. Requirements of Section 8.11 of the Agreement:
OAK STREET LLC'S CASH AND CASH EQUIVALENT MUST NOT AT ANY TIME
BE LESS THAN $1,500,000.
0
X. XXXXXXXX SATISFIED: ____ COVENANT NOT SATISFIED: ____
5. TRANSACTIONS WITH AFFILIATES
A. Loans, advances, and extensions of credit by any Borrower
to its Affiliates during the current fiscal year: $___
B. Minus: Capital contributions made by any Borrower to its
Affiliates during the current fiscal year: $___
C. Plus: Transfers, sales, pledges, assignments or other
dispositions of assets made by any Borrower or on behalf
of its Affiliates: $___
D. Management fees paid by any Borrower to Affiliates during
the current fiscal year: $___
E. Requirements of Section 8.12 of the Agreement:
1. BORROWER MAY NOT MAKE ANY LOANS, ADVANCES, EXTENSIONS OF
CREDIT OR CAPITAL CONTRIBUTIONS TO ITS AFFILIATES.
COVENANT SATISFIED: ____ COVENANT NOT SATISFIED: ____
2. BORROWER MAY NOT TRANSFER, SELL, PLEDGE, ASSIGN OR MAKE
ANY OTHER DISPOSITION OF ASSETS TO OR ON BEHALF OF ITS
AFFILIATES.
COVENANT SATISFIED: ____ COVENANT NOT SATISFIED: ____
3. BORROWER MAY NOT MERGE OR CONSOLIDATE WITH, OR PURCHASE OR
ACQUIRE ANY ASSETS FROM, ITS AFFILIATES.
COVENANT SATISFIED: ____ COVENANT NOT SATISFIED: ____
4. BORROWER MAY NOT PAY MANAGEMENT FEES TO OR ON BEHALF OF
ITS AFFILIATES.
COVENANT SATISFIED: ____ COVENANT NOT SATISFIED: ____
6. RATIO OF CURRENT ASSETS TO CURRENT LIABILITIES
A. Current Assets:
Plus: Cash: $___
Plus: Temporary Investments: $___
Plus: Mortgage Loans and Mortgage-backed
Securities held for sale (net of any
loan loss reserves: $___
Plus: Accounts and accrued interest
receivable (net of any allowance for
doubtful accounts): $___
10
11
Plus: Servicing advances made on behalf of
mortgagors: $________
Minus: Loans/advances to or receivables from
employees, officers or owners and
Affiliates: $________
Minus: Deferred assets, other than prepaid
items for insurance, taxes and rent: $________
Minus: Properties or assets located outside
the continental United States and
Canada: $________
Total Current Assets: $________
B. Current Liabilities (liabilities or any portion maturing
within 1 year):
Plus: Warehouse notes payable: $________
Plus: Other notes payable: $________
Plus: Accounts payable and accrued expenses: $________
Total Current Liabilities: $________
C. The ratio of Current Assets to Current
Liabilities is: $________
D. Requirements of Section 8.10 of the Agreement:
OAK STREET LLC's RATIO OF CURRENT ASSETS TO CURRENT
LIABILITIES MUST NOT BE LESS THAN 1 TO 1.
E. COVENANT SATISFIED: ____ COVENANT NOT SATISFIED: ____
7. LOAN PRODUCTION VOLUME
Loan Type Number of Mortgage Loans Aggregate Mortgage Note Amount
------------------------------------------------------------------------------------------------
Prime Mortgage Loans
------------------------------------------------------------------------------------------------
Subprime Mortgage Loans
------------------------------------------------------------------------------------------------
High LTV Mortgage Loans
------------------------------------------------------------------------------------------------
Repurchased Mortgage Loans
------------------------------------------------------------------------------------------------
Nonperforming Mortgage
Loans
------------------------------------------------------------------------------------------------
REO Properties
------------------------------------------------------------------------------------------------
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8. MINIMUM BUYDOWN
A. Buydown account balance: $________
B. Requirements of Section 8.13 of the Agreement:
BORROWER'S BUYDOWN ACCOUNT MUST NOT BE LESS THAN $2,000,000 AT
ANY TIME FROM MAY 9, 2003, TO AND INCLUDING JULY 15, 2003.
C. COVENANT SATISFIED: ____ COVENANT NOT SATISFIED: ____
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EXHIBIT H
ELIGIBLE LOANS AND OTHER ASSETS
LIMITATIONS ON WAREHOUSING ADVANCES AGAINST MORTGAGE LOANS
Lender's obligation to make Warehousing Advances under the Agreement is subject
to the following limitations:
1. No Warehousing Advance will be made against any Mortgage Loan
that has been previously sold or pledged to obtain financing (whether
or not such financing constitutes Debt) under another warehousing
financing arrangement or a Gestation Agreement.
2. No Warehousing Advance will be made against any Mortgage Loan
that Lender believes may be based on untrue, incomplete or inaccurate
or fraudulent information or may otherwise be subject to fraud.
3. No Warehousing Advance will be made against any Mortgage Loan
if any of the limitations set forth in this Exhibit H would be exceeded
after giving effect to the Warehousing Advance.
4. No Warehousing Advance will be made against any Mortgage Loan
with an original principal balance in excess of $2,000,000.
SUBLIMITS
These general limitations apply to all Warehousing Advances against Eligible
Loans:
1. Wet Settlement Advances: 40% of the Warehousing Commitment Amount
2. Third Party Originated Loans: Not Permitted
ELIGIBLE LOANS AND TERMS OF WAREHOUSING ADVANCES
Subject to compliance with the terms and limitations set forth below and the
terms, representations and warranties and the covenants in the Agreement, each
of the following Mortgage Loans is an Eligible Loan for purposes of the
Agreement:
1. PRIME MORTGAGE LOAN
(a) Definition: A First Mortgage Loan or a Second Mortgage Loan with the
following characteristics:
(i) For a First Mortgage Loan:
A. Underwritten substantially in accordance with Xxxxxx Xxx or
Xxxxxxx Mac underwriting standards (except as to maximum
amount); and
B. Loan-to-Value Ratio not to exceed 80% or, if the Loan-to-Value
Ratio exceeds 80%, the amount by which the Prime Mortgage Loan
exceeds 80% is insured by or subject to a commitment for
mortgage insurance; or
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C. A Government Mortgage Loan.
(ii) For a Second Mortgage Loan:
A. The credit of the obligor has been underwritten substantially in
accordance with Xxxxxx Xxx or Xxxxxxx Mac underwriting standards;
and
B. Loan-to-Value Ratio not more than 100%.
(b) Interest Rate:
(i) Other Mortgage Loans: 1.00% over LIBOR
(ii) Aged Mortgage Loans: 1.50% over LIBOR
(c) Prime Sublimit: 12% of the Warehousing Commitment
Amount
(i) First Mortgage Loan: 100% of the Prime Sublimit
(ii)Second Mortgage Loan: 50% of the Prime Sublimit
(iii) Aged Mortgage Loan: $600,000 of the Prime Sublimit
(d) Committed/Uncommitted:
(i) First Mortgage Loan: Purchase Commitment required
(ii) Second Mortgage Loan: Purchase Commitment not required
(e) Wet Settlement Advances: Permitted
(f) Aged Mortgage Loans: Permitted for First Mortgage
Loans only
(g) Committed Advance Rate:
(i) First Mortgage Loan: * % of the lesser of (i)
the Mortgage Note Amount or (ii)
the Committed Purchase Price
(ii) RFC Mortgage Loan: * % of the lesser of (i) the
Mortgage Note Amount or (ii) the
Committed Purchase Price
(h) Uncommitted Advance Rate:
(i) Second Mortgage Loan: 100% of the Mortgage Note Amount
(i) Standard Warehouse Period: 90 days
(j) Aged Warehouse Period: 120 days
15
(k) Required Prepayments: All Mortgage Loans in warehouse
for 45 days will be reduced by
2% of the Mortgage Note Amount.
On the day a Pledged Loan becomes
an Aged Mortgage Loan, the
Advance against such Pledged Loan
must be (a) repaid in full, to
the extent the Aged Mortgage Loan
Sublimit would be exceeded, or
(b) otherwise, reduced by 5% of
the Mortgage Note Amount.
(l) Loan Package Fee: $20.00; provided, however, should
Borrower opt to use MERS, the
Loan Package Fee will be $15.00.
(m) Wire Fee: $7.50
2. SUBPRIME MORTGAGE LOAN
(a) Definition: A First Mortgage Loan or a Second Mortgage Loan that has a risk
rating of "A"-, "B" or "C" (determined using underwriting standards that
comply with industry standards in the sole judgment of the Lender), and
that is acceptable for purchase by at least two Investors.
(b) Interest Rate:
(i) Other Mortgage Loans: 1.00% over LIBOR
(ii) Aged Mortgage Loans: 1.50% over LIBOR
(c) Subprime Sublimit: 100%
(i) First Mortgage Loan: 100% of the Subprime Sublimit
(ii) Second Mortgage Loan: 20% of the Subprime Sublimit
(ii) Aged Mortgage Loan: 5% of the Subprime Sublimit
(d) Committed/Uncommitted: Purchase Commitment not required
(e) Wet Settlement Advances: Permitted
(f) Aged Mortgage Loans: Permitted for First Mortgage
Loans only
(g) Committed Advance Rate:
(i) RFC Mortgage Loan: * % of the lesser of (i) the
Mortgage Note Amount or (ii) the
Committed Purchase Price
(h) Uncommitted Advance Rate:
(i) First Mortgage Loan: * % of the Mortgage Note Amount
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(ii)Second Mortgage Loan: * % of the Mortgage Note Amount
(i) Standard Warehouse Period: 90 days
(j) Aged Warehouse Period: 180 days
(k) Required Prepayments: All Mortgage Loans in warehouse
for 60 days will be reduced by
2% of the Mortgage Note Amount.
On the day a Pledged Loan
becomes an Aged Mortgage Loan,
the Advance against such Pledged
Loan must be (a) repaid in full,
to the extent the Aged Mortgage
Loan Sublimit would be exceeded,
or (b) otherwise, reduced by 5%
of the Mortgage Note Amount.
Thereafter, the Advance must be
reduced by 5% of the Mortgage
Note Amount.
(m) Loan Package Fee: $20.00; provided, however, should
Borrower opt to use MERS, the
Loan Package Fee will be $15.00.
(n) Wire Fee: $7.50
3. HIGH LTV MORTGAGE LOAN
(a) Definition: A Second Mortgage Loan that meets the 125 Loan Program
eligibility criteria set forth in the GMAC-RFC Client Guide and for which
an AssetWise Certificate has been issued, and a First Mortgage Loan that
meets the Home Solution Program criteria and for which an AssetWise
Certificate has been issued.
(b) Interest Rate: 2.00% over LIBOR
(c) Committed/Uncommitted: Purchase Commitment from Lender
required
(d) Wet Settlement Advances: Permitted
(e) Aged Mortgage Loans: Not Permitted
(f) HighLTV Sublimit: $1,000,000
(g) Committed Advance Rate:
(i) First Mortgage Loan: * % of the lesser of (i) the
Mortgage Note Amount or (ii) the
Committed Purchase Price
(ii) Second Mortgage Loan: * % of the lesser of (i)
the Mortgage Note Amount or
(ii) the Committed Purchase
Price
(h) Standard Warehouse Period: 45 days
17
(i) Loan Package Fee: $20.00; provided, however, should
Borrower opt to use MERS, the
Loan Package Fee will be $15.00.
(j) Wire Fee: $7.50
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4. REPURCHASED MORTGAGE LOAN/NONPERFORMING MORTGAGE LOAN/REO PROPERTY
(a) Definitions:
Repurchased Mortgage Loan: A Mortgage Loan that has been repurchased from
an Investor or a Mortgage Pool pursuant to a Servicing Contract.
Nonperforming Mortgage Loan: A First Mortgage Loan or a Second Mortgage
Loan that is not a High LTV Mortgage Loan and (i) is in the process of
foreclosure, (ii) is 60 days or more delinquent or (iii) with respect to
which the Warehousing Period has expired.
REO Property: An improved real property containing a 1- to 4-family
residence, which property is owned by Borrower as the result of a
foreclosure proceeding or the acceptance of a deed in lieu of foreclosure,
or has been purchased from an Investor to satisfy a repurchase obligation
of Borrower to the Investor.
(b) Interest Rate: 3.25% over LIBOR
(c) Sublimit: (i) from May 7, 2003, to and
including July 15, 2003,
$7,000,000, and (ii) thereafter,
$2,400,000
(d) Committed/Uncommitted: Purchase Commitment not required
(e) Wet Settlement Advances: Not Permitted
(f) Aged Mortgage Loans: Not permitted
(g) Advance Rate for Repurchased
and Nonperforming Mortgage Loans: * % of the lesser of (i)
Lender's initial Warehousing
Advance, (ii) the unpaid
principal balance, (iii) the
repurchase price, or (iv) the
Appraised Property Value or BPO
Value
(h) Advance Rate for REO Property: The lesser of (i) * % Lender's
initial Warehousing Advance or
(ii) * % of the Appraised
Property Value or BPO Value
(i) Required Prepayments for
Repurchased and Nonperforming
Mortgage Loans: from and after July 15, 2003, 5%
of the Mortgage Note Amount, paid
each month occurring more than
90 days after the date of the
Warehousing Advance
(j) Required Prepayments for REO Property: 5% of the initial Warehousing
Advance against an REO Property
paid each month occurring more
than 90 days after the date of
the Warehousing Advance
(k) Standard Warehouse Period: 365 days
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(l) Loan Package Fee: $20.00; provided, however, should
Borrower opt to use MERS, the
Loan Package Fee will be $15.00.
(m) Wire Fee: $7.50
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