Exhibit 10.30
AMENDMENT NO. 17
TO MASTER REPURCHASE AGREEMENT
Amendment No. 17, dated as of August 24, 2004 (this "Amendment"),
between CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC (the "Buyer") and
UNITED FINANCIAL MORTGAGE CORP. (the "Seller").
RECITALS
--------
The Buyer and the Seller are parties to that certain Master
Repurchase Agreement, dated as of August 29, 2001, as amended by Amendment
No. 1, dated as of August 28, 2002, Amendment No. 2, dated as of
September 3, 2002, Amendment No. 3, dated as of September 26, 2002,
Amendment No. 4, dated as of October 1, 2002, Amendment No. 5, dated as of
December 2, 2002, Amendment No. 6 dated as of January 30, 2003, Amendment
No. 7, dated as of March 15, 2003, Amendment No. 8, dated as of May 30,
2003, Amendment No. 9, dated as of July 16, 2003, Amendment No. 10, dated as
of July 23, 2003, Amendment No. 11, dated as of August 27, 2003, Amendment
No. 12, dated as of December 16, 2003, Amendment No. 13, dated as of
February 2, 2004, Amendment No. 14, dated as of March 31, 2004, Amendment
No. 15, dated as of April 22, 2004 and Amendment No. 16, dated as of May 11,
2004 (the "Existing Repurchase Agreement"; as amended by this Amendment, the
"Repurchase Agreement"). Capitalized terms used but not otherwise defined
herein shall have the meanings given to them in the Existing Repurchase
Agreement.
The Buyer and the Seller have agreed, subject to the terms and
conditions of this Amendment, that the Existing Repurchase Agreement be
amended to reflect certain agreed upon revisions to the terms of the
Existing Repurchase Agreement.
Accordingly, the Buyer and the Seller hereby agree, in
consideration of the mutual premises and mutual obligations set forth
herein, that the Existing Repurchase Agreement is hereby amended as follows:
Section 1. Definitions. Section 2 of the Existing Repurchase
Agreement is hereby amended by amended by:
1.1 deleting the definitions of "Adjusted Tangible Net Worth",
"Electronic Tracking Agreement", "Market Value", "Maximum Aggregate Purchase
Price", "Pricing Rate", "Purchase Price Percentage", "Termination Date" and
"Test Period" in their entirety and replacing them with the following
language:
""Adjusted Tangible Net Worth" means, for any Person, Net Worth of
such Person plus 1% of the outstanding servicing portfolio balance of such
Person plus Subordinated Debt (provided that Subordinated Debt shall not be
taken into account to the extent that it would cause Adjusted Tangible Net
Worth to be comprised of greater than 25% Subordinated Debt), minus
all intangible assets, including capitalized servicing rights, goodwill,
patents, tradenames, trademarks, copyrights, franchises, any organizational
expenses, deferred expenses, prepaid expenses, prepaid assets, receivables
from shareholders, Affiliates or employees, and any other asset as shown as
an intangible asset on the balance sheet of the Seller on a consolidated
basis as determined at a particular date in accordance with GAAP."
""Electronic Tracking Agreement" means an Electronic Tracking
Agreement among Buyer, Seller, MERS and MERSCORP, Inc., to the extent
applicable as the same may be amended from time to time."
""Market Value" means, with respect to any Purchased Mortgage
Loan as of any date of determination, the whole loan servicing retained fair
market value of such Purchased Mortgage Loan on such date as determined by
Buyer (or an Affiliate thereof) in its sole discretion. Without limiting
the generality of the foregoing, Seller acknowledges that the Market Value
of a Purchased Mortgage Loan may be reduced to zero by Buyer if:
(i) a breach of a representation, warranty or covenant made by
Seller in this Agreement with respect to such Purchased Mortgage Loan
has occurred and is continuing;
(ii) such Purchased Mortgage Loan is more than (a) twenty nine
(29) days past due, other than a Non-Performing Mortgage Loan or (b)
one hundred eighty (180) days past due or foreclosed upon or otherwise
liquidated for Non-Performing Mortgage Loans;
(iii) such Purchased Mortgage Loan has been released from the
possession of the Custodian under the Custodial Agreement (other than
to a Take-out Investor pursuant to a Bailee Letter) for a period in
excess of ten (10) calendar days;
(iv) such Purchased Mortgage Loan has been released from the
possession of the Custodian under the Custodial Agreement to a Take-out
Investor pursuant to a Bailee Letter for a period in excess of 45
calendar days;
(v) such Purchased Mortgage Loan has been subject to a
Transaction hereunder for a period of greater than (a) 60 days for all
Mortgage Loans other than Aged Loans (b) 90 days with respect to each
Ninety Day Aged Loan or (c) 180 days with respect to each One Hundred
Eighty Day Aged Loan;
(vi) such Purchased Mortgage Loan is a Repurchased Mortgage Loan
which has been subject to a Transaction hereunder for a period of
greater than 180 days;
(vii) such Purchased Mortgage Loan is a Wet-Ink Mortgage Loan
for which the Wet-Ink Documents have not been delivered to the
Custodian on or prior to the seventh Business Day after the related
Purchase Date;
(viii) when the Purchase Price for such Purchased Mortgage Loan
is added to other Purchased Mortgage Loans, the sum of the Purchase
Price of all (A) Non-Performing Mortgage Loans and (B) Repurchased
Mortgage Loans that are, in either case, Purchased Mortgage Loans
exceeds $2,000,000;
(ix) when the Purchase Price for such Purchased Mortgage Loan is
added to other Purchased Mortgage Loans, the aggregate Purchase Price
of all Ninety Day Aged Loans that are Purchased Mortgage Loans exceeds
$7.5 million;
(x) when the Purchase Price for such Purchased Mortgage Loan is
added to other Purchased Mortgage Loans, the aggregate Purchase Price
of all One Hundred Eighty Day Aged Loans that are Purchased Mortgage
Loans exceeds $1.5 million;
(xi) when the Purchase Price for such Purchased Mortgage Loan is
added to other Purchased Mortgage Loans, the aggregate Purchase Price
of all Second Lien Mortgage Loans that are Purchased Mortgage Loans
exceeds $15 million;
(xii) when the Purchase Price for such Purchased Mortgage Loan
is added to other Purchased Mortgage Loans, the aggregate Purchase
Price of all Alt A Mortgage Loans that are Purchased Mortgage Loans
exceeds $40 million;
(xiii) when the Purchase Price for such Purchased Mortgage Loan
is added to other Purchased Mortgage Loans, the aggregate Purchase
Price of all Sub-Prime Mortgage Loans that are Purchased Mortgage Loans
exceeds $45 million;
(xiv) during the first five (5) Business Days and the last
five (5) Business Days of each calendar month, when the Purchase Price
for such Purchased Mortgage Loan is added to other Purchased Mortgage
Loans, the aggregate Purchase Price of all Wet-Ink Mortgage Loans that
are Purchased Mortgage Loans exceeds 40% of the Maximum Aggregate
Purchase Price;
(xv) other than during the first five (5) Business Days and the
last five (5) Business Days of each calendar month, when the Purchase
Price for such Purchased Mortgage Loan is added to other Purchased
Mortgage Loans, the aggregate Purchase Price of all Wet-Ink Mortgage
Loans that are Purchased Mortgage Loans exceeds 30% of the Maximum
Aggregate Purchase Price; or
(xvi) such Purchased Mortgage Loan is no longer acceptable for
purchase by Buyer (or an Affiliate thereof) under any of the flow
purchase or conduit programs for which Seller then has been approved
due to a Requirement of Law relating to consumer credit laws or
otherwise."
""Maximum Aggregate Purchase Price" means ONE HUNDRED FIFTY
MILLION DOLLARS ($150,000,000). "
""Pricing Rate" means LIBOR plus:
(a) 1.00% with respect to Transactions the subject of which are
Conforming Mortgage Loans (other than Wet-Ink Mortgage Loans, Aged
Loans, Second Lien Mortgage Loans, Non-Performing Mortgage Loans or
Repurchased Mortgage Loans);
(b) 1.00% with respect to Transactions the subject of which are
Jumbo Mortgage Loans (other than Wet-Ink Mortgage Loans, Aged Loans,
Second Lien Mortgage Loans, Non-Performing Mortgage Loans or
Repurchased Mortgage Loans);
(c) 1.375% with respect to Transactions the subject of which are
Alt A Mortgage Loans (other than Wet-Ink Mortgage Loans, Aged Loans,
Second Lien Mortgage Loans, Non-Performing Mortgage Loans or
Repurchased Mortgage Loans);
(d) 1.50% with respect to Transactions the subject of which are
Sub-Prime Mortgage Loans (other than Wet-Ink Mortgage Loans, Aged
Loans, Second Lien Mortgage Loans, Non-Performing Mortgage Loans or
Repurchased Mortgage Loans);
(e) 1.50% with respect to Transactions the subject of which are
Wet-Ink Mortgage Loans;
(f) 1.50% with respect to Transactions the subject of which are
Second Lien Mortgage Loans (other than One Hundred Eighty Day Aged
Loans, Non-Performing Mortgage Loans or Repurchased Mortgage Loans);
(g) 1.75% with respect to Transactions the subject of which are
Ninety Day Aged Loans (other than Non-Performing Mortgage Loans or
Repurchased Mortgage Loans);
(h) 1.75% with respect to Transactions the subject of which are
Non-Performing Mortgage Loans (other than Repurchased Mortgage Loans);
(i) 1.75% with respect to Transactions the subject of which are
One Hundred Eighty Day Aged Loans (other than Repurchased Mortgage
Loans); or
(j) 3.00% with respect to Transactions the subject of which are
Repurchased Mortgage Loans.
The Pricing Rate shall change in accordance with LIBOR, as
provided in Section 5(a); provided, that in the event the daily average
aggregate Purchase Price of all Purchased Mortgage Loans subject to
Transactions hereunder exceeds the Pricing Rate Reduction Threshold in
a calendar month, the Pricing Rate for all Transactions that exceed the
Pricing Rate Reduction Threshold shall be reduced by 0.125% for such
calendar month, which reduction shall be applied to the weighted
average Pricing Rate and shall be reflected in the Price Differential
due on the next succeeding Price Differential Payment Date; and
provided further that, in the event that the Seller shall sell to Buyer
or an Affiliate of Buyer pursuant to one of its flow purchase or
conduit programs (but not including this Repurchase Agreement) Mortgage
Loans in an aggregate principal balance of at least 30% of Seller's
eligible production volume in any calendar quarter, the Pricing Rate
shall be further reduced for such calendar quarter by 0.10% per annum
multiplied by the average aggregate outstanding Purchase Price of all
Purchased Mortgage Loans subject to Transactions for the quarter
divided by twelve and multiplied by three, which reduction shall be
applied to the weighted average Pricing Rate and shall be reflected in
the Price Differential due on the next succeeding Price Differential
Payment Date."
""Purchase Price Percentage" means, with respect to each Mortgage
Loan, the following percentage, as applicable:
(a) 75% with respect to Transactions the subject of which are
Repurchased Mortgage Loans;
(b) 95% with respect to Purchased Mortgage Loans that are Non-
Performing Mortgage Loans (other than Repurchased Mortgage Loans);
(c) 95% with respect to Purchased Mortgage Loans that are One
Hundred Eighty Day Aged Loans (other than Repurchased Mortgage Loans);
(d) 97% with respect to Purchased Mortgage Loans that are Second
Lien Mortgage Loans (other than Non-Performing Mortgage Loans, One
Hundred Eighty Day Aged Loans or Repurchased Mortgage Loans);
(e) 98% with respect to Purchased Mortgage Loans that are Sub-
Prime Mortgage Loans (other than Repurchased Mortgage Loans, One
Hundred Eighty Day Aged Loans or Non-Performing Mortgage Loans);
(f) 98% with respect to Purchased Mortgage Loans that are Alt A
Mortgage Loans (other than Non-Performing Mortgage Loans, One Hundred
Eighty Day Aged Loans or Repurchased Mortgage Loans);
(g) 98% with respect to Purchased Mortgage Loans that are Jumbo
Mortgage Loans (other than Non-Performing Mortgage Loans, One Hundred
Eighty Day Aged Loans or Repurchased Mortgage Loans); or
(h) 98% with respect to Transactions the subject of which are
first lien Conforming Mortgage Loans (other than Non-Performing Mortgage
Loans, One Hundred Eighty Day Aged Loans or Repurchased Mortgage Loans)."
""Termination Date" means the earlier of (a) August 25, 2005, and
(b) the date of the occurrence of an Event of Default."
""Test Period" means any fiscal quarter of the Seller."
1.2 adding the following definitions in their proper alphabetical
order:
""Buydown Account" means a buydown account, established by the
Buyer and subject to the sole dominion and control of the Buyer with no
right of withdrawal by the Seller."
""Buydown Amount" has the meaning provided in Section 5(c)
hereof."
""Minimum Buydown Amount" means, as of any date of determination,
the difference of (a)the outstanding principal balance of the Purchased
Mortgage Loans and (b) the then outstanding Purchase Price of the Purchased
Mortgage Loans."
Section 2. Price Differential and Buydown. Section 5 of the
Existing Repurchase Agreement is hereby amended by adding the following
Subsection c. to the end thereof:
"c. Seller may remit to the Buydown Account funds in $500,000
increments up to the outstanding Purchase Price, to be held as unsegregated
cash margin and collateral for all Obligations under the Repurchase
Agreement (such amount, to the extent not applied to Obligations under the
Repurchase Agreement, the "Buydown Amount"). The Buydown Amount shall be
used by Buyer in order to calculate the Price Differential, which will
accrue on the Purchase Price then outstanding minus the Buydown Amount,
applied to Transactions involving Conforming Mortgage Loans, Jumbo Mortgage
Loans, Alt-A Mortgage Loans, Sub-Prime Mortgage Loans and Second Lien
Mortgage Loans. Subject to the other provisions of this Section 5(c), the
Seller shall be entitled to request a drawdown of the Buydown Amount or
remit additional funds to be added to the Buydown Account in increments of
$500,000 no more than one time per week. The Seller shall at all times
maintain an amount equal to or greater than the Minimum Buydown Amount in
the Buydown Account. In the event that funds in the Buydown Account are
less than the Minimum Buydown Amount, Seller shall remit funds to the
account within one Business Day such that the funds in the Buydown Account
are greater or equal to the Minimum Buydown Amount. The Seller shall be
charged an administrative fee for administering the Buydown Amount equal to
0.50% per annum of the average Buydown Amount on deposit with Buyer, to be
charged on a monthly basis and to be remitted by the Seller with the Price
Differential then due on the related Price Differential Payment Date;
provided, however, that such administrative fee shall be waived for any
month in which Seller's average daily Purchase Price for such month exceeds
50% of the Maximum Aggregate Purchase Price. Without limiting the
generality of the foregoing, in the event that a Margin Call or other
Default exists, the Buyer shall be entitled to use any or all of the Buydown
Amount to cure such circumstance or otherwise exercise remedies available to
the Buyer without prior notice to, or consent from, the Seller. As long as
the Minimum Buydown Amount is maintained then, notwithstanding the
definition of "Purchase Price", the Buyer shall remit purchase proceeds
equal to the outstanding principal balance of the Purchased Mortgage Loans
subject to a Transaction and, for the purposes of this Section (other than
the definition of Buydown Amount) the Purchase Price shall be considered the
amount of proceeds remitted to the Seller by the Buyer as contemplated
hereby."
Section 3. Covenants. Section 14 of the Existing Repurchase
Agreement is hereby amended by deleting Subsection a. thereof in its
entirety and replacing it with the following language:
"a. Adjusted Tangible Net Worth. Seller shall maintain an
Adjusted Tangible Net Worth of a least $18 million."
Section 4. Reports. Section 17 of the Existing Repurchase
Agreement is hereby amended by adding the after Subsection a.(10)(h) thereto
the following language as Subsection a.(10)(i):
"(i) any material change in the Indebtedness of the Seller,
including, without limitation, any default, renewal, non-renewal,
termination, increase in available amount or decrease in available amount
related thereto;"
Section 5. Notices and Other Communications. The Existing
Repurchase Agreement is hereby amended by deleting Section 20 in its
entirety and replacing it with the following language:
"Any and all notices (with the exception of Transaction Requests
or Purchase Confirmations, which shall be delivered via facsimile only),
statements, demands or other communications hereunder may be given by a
party to the other by mail, facsimile, messenger or otherwise to the address
specified below, or so sent to such party at any other place specified in a
notice of change of address hereafter received by the other. All notices,
demands and requests hereunder may be made orally, to be confirmed promptly
in writing, or by other communication as specified in the preceding
sentence.
If to Seller:
United Financial Mortgage Corp.
000 Xxxxxxxx Xxxxx, Xxxxx 000
Xxx Xxxxx, XX 00000
Attention: Xxxxx Xxxxxxxx
Phone Number: 630.571.7222 ext. 122
with a copy to:
Xxxxxxx Xxxxx, Attorney at Law
000 Xxxxxxxx Xxxxx, Xxxxx 000
Xxx Xxxxx, XX 00000
If to Buyer:
For Transaction Requests and Purchase Confirmations:
---------------------------------------------------
Credit Suisse First Boston Mortgage Capital LLC
000 Xxxxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxxxxx, XX 00000
Attention: Xxx Xxxxxxxx
Phone Number: 000-000-0000
Fax Number: 000-000-0000
For all other Notices:
---------------------
Credit Suisse First Boston Mortgage Capital LLC
000 Xxxxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxxxxx, XX 00000
Attention: Xxxx Xxxxxxxxx
Phone Number: 000-000-0000
Fax Number: 000-000-0000
with a copy to:
Credit Suisse First Boston Mortgage Capital LLC
Eleven Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Legal Department"
Section 6. Confidentiality. Section 32 of the Existing Repurchase
Agreement is hereby amended by replacing the phrase "federal tax treatment"
with "federal, state and local tax treatment" throughout that section.
Section 7. Acknowledgement of Anti-Predatory Lending Policies. The
Existing Repurchase Agreement is hereby amended by adding after Section 35
the following Section 36:
"36. Acknowledgement Of Anti-Predatory Lending Policies
Buyer has in place internal policies and procedures that expressly
prohibit its purchase of any High Cost Mortgage Loan."
Section 8. Representations and Warranties with Respect to the
Purchased Mortgage Loans. Schedule 1 of the Existing Repurchase Agreement is
hereby amended by deleting sub-clause (ee) in its entirety and replacing it
with the following language:
"(ee) Servicemembers Civil Relief Act. The Mortgagor has not
notified Seller, and Seller has no knowledge, of any relief requested or
allowed to the Mortgagor under the Servicemembers Civil Relief Act of 2003."
Section 9. Exhibits. The Existing Repurchase Agreement is hereby
amended by deleting Exhibit D thereto in its entirety and replacing it with
Exhibit A attached hereto.
Section 10. Conditions Precedent. This Amendment shall become
effective on August 24, 2004 (the "Amendment Effective Date"), subject to
the satisfaction of the following conditions precedent:
10.1 Delivered Documents. On the Amendment Effective Date, the
Buyer shall have received the following documents, each of which shall be
satisfactory to the Buyer in form and substance:
(a) this Amendment, executed and delivered by a duly authorized
officer of the Buyer and Seller;
(b) such other documents as the Buyer or counsel to the Buyer may
reasonably request.
10.2 Payment of Attorneys' Fees. On the Amendment Effective Date,
the Seller shall have paid attorneys' fees to Buyer or its counsel either by
payment or by authorized debit in connection with this Amendment in an
amount equal to $2,500.
Section 11. Representations and Warranties. The Seller hereby
represents and warrants to the Buyer that they are in compliance with all
the terms and provisions set forth in the Repurchase Agreement on their part
to be observed or performed, and that no Event of Default has occurred or
is continuing, and hereby confirm and reaffirm the representations and
warranties contained in Section 13 of the Repurchase Agreement.
Section 12. Limited Effect. Except as expressly amended and
modified by this Amendment, the Existing Repurchase Agreement shall continue
to be, and shall remain, in full force and effect in accordance with its
terms.
Section 13. Counterparts. This Amendment may be executed by each
of the parties hereto on any number of separate counterparts, each of which
shall be an original and all of which taken together shall constitute one
and the same instrument.
Section 14. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT
REFERENCE TO THE CHOICE OF LAW PROVISIONS THEREOF.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties have caused their names to be
signed hereto by their respective officers thereunto duly authorized as of
the day and year first above written.
Buyer: CREDIT SUISSE FIRST BOSTON
MORTGAGE CAPITAL LLC,
as Buyer
By: /s/ Xxxxx X. Xxxxxxxxx
------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Vice President
Seller: UNITED FINANCIAL MORTGAGE CORP.,
as Seller
By: /s/ Xxxxx X. Xxxxxxxx
------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: President/CEO
Exhibit A to Amendment No. 17
EXHIBIT D
OFFICER'S COMPLIANCE CERTIFICATE
--------------------------------
I, ___________________, do hereby certify that I am duly elected,
qualified and authorized officer of United Financial Mortgage Corp.
("Seller"). This Certificate is delivered to you in connection with Section
17b(2) of the Master Repurchase Agreement dated as of August 29, 2001,
between Seller and Credit Suisse First Boston Mortgage Capital LLC, as
amended (the "Agreement"). I hereby certify that, as of the date of the
financial statements attached hereto and as of the date hereof, Seller is
and has been in compliance with all the terms of the Agreement and, without
limiting the generality of the foregoing, I certify that:
(a) Adjusted Tangible Net Worth. Seller has maintained an
Adjusted Tangible Net Worth of at least $18 million. A detailed
summary of the calculation of the Seller's actual Adjusted Tangible Net
Worth is provided in Schedule 1 hereto.
(b) Indebtedness to Adjusted Tangible Net Worth Ratio. Seller's
ratio of Indebtedness to Adjusted Tangible Net Worth has not exceeded
15:1.
(c) Maintenance of Profitability. Seller has not permitted, for
any Test Period, Net Income for such Test Period determined on a
monthly basis, before income taxes for such Test Period and
distributions made during such Test Period, to be less than $1.00.
(d) Insurance. Seller or its Affiliates have maintained, for
Seller and its subsidiaries and [Name], insurance coverage with respect
to employee dishonesty, forgery or alteration, theft, disappearance and
destruction, robbery and safe burglary, property (other than money and
securities) and computer fraud or an aggregate amount of at least
$_____________. The actual amount of such coverage is $_____________.
(e) Financial Statements. The financial statements attached
hereto are accurate and complete, accurately reflect the financial
condition of the Seller, and do not omit any material fact as of the
date(s) thereof.
(f) Documentation. Seller has performed the documentation
procedures required by its operational guidelines with respect to
endorsements and assignments, including the recordation of assignments,
or has verified that such documentation procedures have been performed
by a prior holder of such Mortgage Loan.
(g) Compliance. Seller has observed or performed in all material
respects all of its covenants and other agreements, and satisfied every
condition, contained in the Agreement and the other Program Agreements
to be observed, performed and satisfied by it. [If a covenant or other
agreement or condition has not been complied with by Seller, Seller
shall describe such lack of compliance and provide the date of any
related waiver thereof.]
(h) Regulatory Action. Seller is not currently under
investigation or, to best of the related Seller's knowledge, no
investigation by any federal, state or local government agency is
threatened. Seller has not been the subject of any government
investigation which has resulted in the voluntary or involuntary
suspension of a license, a cease and desist order, or such other action
as could adversely impact the Seller's business. [If so, Seller shall
describe the situation in reasonable detail and describe the action
that Seller has taken or proposes to take in connection therewith.]
(i) No Default. No Default or Event of Default has occurred or is
continuing. [If any Default or Event of Default has occurred and is
continuing, Seller shall describe the same in reasonable detail and
describe the action Seller has taken or proposes to take with respect
thereto, and if such Default or Event of Default has been expressly
waived by Buyer in writing, Seller shall describe the Default or Event
of Default and provide the date of the related waiver.]
(j) Indebtedness. All Indebtedness (other than Indebtedness
evidenced by the Repurchase Agreement) of Seller existing on the date
hereof is listed on Schedule 2 hereto.
(k) Purchased Mortgage Loans. Attached hereto as Schedule 3 is a
true and correct list of all Mortgage Loans purchased by Buyer and held
by Custodian pending repurchase.
(l) Originations. Attached hereto as Schedule 4 is a true and
correct summary of all Mortgage Loans originated by Buyer during the
calendar quarter ending on [DATE].
IN WITNESS WHEREOF, I have set my hand this _____ day of ________, ________.
By:_____________________________
Name:___________________________
Title:__________________________
Acknowledged and Agreed,
UNITED FINANCIAL MORTGAGE CORP.
By:_______________________________________
Name: _______________________________________
Title: _______________________________________
SCHEDULE 1 TO OFFICER'S COMPLIANCE CERTIFICATE
----------------------------------------------
CALCULATIONS OF FINANCIAL COVENANTS
As of the quarter ended [Date]
I. Adjusted Tangible Net Worth
---------------------------
1. Net Worth (book) $
Plus:
2. Subordinated Debt (maturity > CSFB line maturity) $
3. 1% of outstanding servicing portfolio balance $
I.(a) Total of items 1-3 $
Less:
4. Capitalized servicing balance $
5. Goodwill $
6. Receivables or advances due from $
shareholders, affiliates, employees or
related parties
7. Trademarks $
8. Patents $
9. Capitalized organizational expenses $
10. Copyrights $
11. Tradenames $
12. Franchises $
13. Deferred Charges $
14. Prepaid assets $
15. Any other intangible assets $
$
I.(b) Total of items 4-15
I.(c) Actual Adjusted Tangible Net Worth (a minus b) $
Adjusted Tangible Net Worth Covenant $
Compliance? Yes / No
II. Leverage Ratio
Total Debt divided by Adjusted Tangible Net Worth - Actual xx.x
Leverage Covenant xx.x
Compliance? Yes / No
SCHEDULE 2 TO OFFICER'S COMPLIANCE CERTIFICATE
----------------------------------------------
INDEBTEDNESS as of _________________________
OUTSTANDING
LENDER TOTAL COMMITMENT INDEBTEDNESS
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SCHEDULE 3 TO OFFICER'S COMPLIANCE CERTIFICATE
----------------------------------------------
PURCHASED MORTGAGE LOANS
SCHEDULE 4 TO OFFICER'S COMPLIANCE CERTIFICATE
----------------------------------------------
OVERALL MORTGAGE LOAN ORIGINATIONS
TOTAL NUMBER OF AGGREGATE PRINCIPAL
MORTGAGE LOANS BALANCE OF MORTGAGE
MORTGAGE LOAN TYPE ORIGINATED LOANS ORIGINATED
------------------ ---------- ----------------
Alt-A Mortgage Loans
Conforming Mortgage Loans
Jumbo Mortgage Loans
Second Lien Mortgage Loans
Sub-Prime Mortgage Loans
Non-Performing Mortgage
Loans
Repurchased Mortgage Loans
