EXHIBIT 10.17
AMENDMENT NO. 11
TO MASTER REPURCHASE AGREEMENT
Amendment No. 11, dated as of August 27, 2003 (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 and Amendment No. 10, dated as of July 23, 2003 (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. Temporary Amendment. Section 2 of the Existing
Repurchase Agreement is hereby temporarily amended by deleting the definition of
"Maximum Aggregate Purchase Price" in its entirety and replacing it with the
following language, which amendment shall be effective solely during the period
beginning on August 27, 2003 through and including October 24, 2003 (the
"Increased Aggregate Purchase Price Period"):
"Maximum Aggregate Purchase Price" means ONE HUNDRED MILLION
DOLLARS ($100,000,000).
SECTION 2. Permanent Amendments.
2.1 Definitions.
(a) Section 2 of the Existing Repurchase Agreement is hereby
amended by deleting the definitions of "Increased Aggregate Purchase
Price," "Increased Purchase Price Mortgage Loans," "Increased Maximum
Aggregate Purchase Price Period" and "Standard Aggregate Purchase
Price" in their entirety.
(b) Section 2 of the Existing Repurchase Agreement is hereby
amended by inserting after the first sentence of the definition of
"Exception Mortgage Loan" the following language:
"Buyer's approval of a Mortgage Loan as an Exception Mortgage
Loan shall expire on the earlier of (a) the date set forth by the Buyer in the
written notice that such Mortgage Loan is approved as an Exception Mortgage Loan
(an "Exception Notice") or (b) the occurrence of any additional event, other
than that set forth in the Exception Notice, which would cause the Mortgage Loan
to become ineligible for purchase hereunder."
(c) Section 2 of the Existing Repurchase Agreement is hereby
amended by deleting the definition of "High Cost Mortgage Loan" in its
entirety and replacing it with the following:
"High Cost Mortgage Loan" means a Mortgage Loan classified as
(a) a "high cost" loan under the Home Ownership and Equity Protection Act of
1994 or (b) a "high cost," "threshold," "covered," or "predatory" loan under any
other applicable state, federal or local law (or a similarly classified loan
using different terminology under a law, regulation or ordinance imposing
heightened regulatory scrutiny or additional legal liability for residential
mortgage loans having high interest rates, points and/or fees).
(d) Section 2 of the Existing Repurchase Agreement is hereby
amended by deleting the definition of "Market Value" in its entirety
and replacing it with the following:
"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;
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(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 $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 $500,000;
(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 $2.5 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 $20 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 $2.5 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; or
(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.
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(e) Subject to Section 1 of this Amendment, Section 2 of
the Existing Repurchase Agreement is hereby amended by deleting the
definition of "Maximum Aggregate Purchase Price" in its entirety and
replacing it with the following language:
"Maximum Aggregate Purchase Price" means SEVENTY FIVE MILLION
DOLLARS ($75,000,000).
(f) Section 2 of the Existing Repurchase Agreement is
hereby amended by adding after the words "Sub-Prime Mortgage Loan" in
the first line of the definition of "Mortgage Loan," the words
"Repurchased Mortgage Loan,".
(g) Section 2 of the Existing Repurchase Agreement is
hereby amended by deleting the definition of "Purchase Price" in its
entirety and replacing it with the following language:
"Purchase Price" means, on the Purchase Date:
(i) in the case of Purchased Mortgage Loans other than
Non-Performing Mortgage Loans, One Hundred Eighty Day Aged Loans or Repurchased
Mortgage Loans, the price at which each Purchased Mortgage Loan is transferred
by Seller to Buyer, which shall not exceed the lesser of (A) the outstanding
principal amount thereof as set forth on the related Mortgage Loan Schedule and
Exception Report and (B) (1) the Market Value of such Purchased Mortgage Loan
multiplied by (2) the applicable Purchase Price Percentage; or
(ii) in the case of Purchased Mortgage Loans which are
Non-Performing Mortgage Loans or One Hundred Eighty Day Aged Loans (other than
Repurchased Mortgage Loans), the lesser of (1) the product of (A)(x) for the
first 30 days in which the Purchased Mortgage Loan is subject to a Transaction
or held by the Custodian for the benefit of the Buyer, 70% of the outstanding
principal balance thereof as set forth in the related Mortgage Loan Schedule;
and (y) thereafter, 70% minus an additional 10% for each 30-day period following
the 30th day in which the Purchased Mortgage Loan is subject to a Transaction or
held by the Custodian for the benefit of the Buyer multiplied by (B) the
outstanding principal balance thereof as set forth in the related Mortgage Loan
Schedule and (2) the Market Value of such Mortgage Loan multiplied by the
applicable Purchase Price Percentage for such Mortgage Loan; or
(iii) in the case of Purchased Mortgage Loans which are
Repurchased Mortgage Loans, the lesser of (1) 90% of the value reflected in the
most recent BPO, (2) the outstanding principal balance thereof as set forth in
the related Mortgage Loan Schedule multiplied by the applicable Purchase Price
Percentage or (3) 90% of the Market Value of such Mortgage Loan; or
(iv) thereafter, except where Buyer and Seller agree
otherwise, the amount determined under the preceding clauses (i), (ii) or (iii)
decreased by the amount of any cash transferred by Seller to Buyer pursuant to
Section 4(c) hereof or applied to reduce Seller's obligations under clause (ii)
of Section 4(b) hereof.
(h) Section 2 of the Existing Repurchase Agreement is
hereby amended by deleting the definition of "Purchase Price
Percentage" in its entirety and replacing it with the following
language:
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"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) 95% 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) 96% 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).
(i) Section 2 of the Existing Repurchase Agreement is
hereby amended by deleting the definition of "Termination Date" in its
entirety and replacing it with the following language:
"Termination Date" means the earlier of (a) August 26, 2004
and (b) the date of the occurrence of an Event of Default.
2.2 Conditions Precedent. Section 10(a) of the Existing
Repurchase Agreement is hereby amended by adding the following clause (9) at the
end thereof:
"(9) Insurance. Evidence that Seller has added Buyer as a loss
payee under the Seller's E&O Insurance."
2.3 Representations and Warranties. Section 13(a) of the
Existing Repurchase Agreement is hereby amended by adding the following clauses
(25) and (26) at the end thereof:
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"(25) No Reliance. Seller has made its own independent
decisions to enter into the Program Agreements and each Transaction and as to
whether such Transaction is appropriate and proper for it based upon its own
judgment and upon advice from such advisors (including without limitation, legal
counsel and accountants) as it has deemed necessary. Seller is not relying upon
any advice from Buyer as to any aspect of the Transactions, including without
limitation, the legal, accounting or tax treatment of such Transactions.
(26) Plan Assets. Seller is not an employee benefit plan as
defined in Section 3 of Title I of ERISA, or a plan described in Section
4975(e)(1) of the Code, and the Purchased Mortgage Loans are not "plan assets"
within the meaning of 29 CFR Section 2510.3-101 in the Seller's hands."
2.4 Covenants.
(a) 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. For each quarter
commencing after [September 30, 2003], Seller shall maintain an Adjusted
Tangible Net Worth of at least $10 million."
(b) Section 14 of the Existing Repurchase Agreement is hereby
amended by adding the following subsection (dd) at the end thereof:
"(dd) Plan Assets. Seller shall not be an employee benefit
plan as defined in Section 3 of Title I of ERISA, or a plan described in Section
4975(e)(1) of the Code and Seller shall not use "plan assets" within the meaning
of 29 CFR Section 2510.3-101 to engage in this Repurchase Agreement or any
Transaction hereunder."
2.5 Events of Default. Section 15(f) of the Existing Master
Repurchase Agreement is hereby amended by deleting it in its entirety and
replacing it with the following:
"f. Breach of Financial Representation, Covenant or
Obligation. A breach by Seller of any of the representations, warranties,
covenants or obligations set forth in Sections 13(a)(1), 13(a)(7), 13(a)(12),
13(a)(19), 13(a)(24), 00x, 00x, 00x, 00x, 00x, 00x, 00x, 14cc or 14dd of this
Agreement."
2.6 Remedies Upon Default. Section 16(d) of the Existing
Master Repurchase Agreement is hereby amended by inserting the following
language at the end thereof:
"Buyer shall also be entitled to sell any or all of such
Mortgage Loans individually for the prevailing price. Buyer shall also be
entitled, in its sole discretion to elect, in lieu of selling all or a portion
of such Purchased Mortgage Loans, to give the Seller credit for such Purchased
Mortgage Loans and the Repurchase Assets in an amount equal to the Market Value
of the Purchased Mortgage Loans against the aggregate unpaid Repurchase Price
and any other amounts owing by the Seller hereunder."
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2.7 Confidentiality. Section 32 of the Existing Repurchase
Agreement is hereby amended by adding the following sentence at the end thereof:
"Notwithstanding the foregoing or anything to the contrary
contained herein or in any other Program Agreement, the parties hereto may
disclose to any and all Persons, without limitation of any kind, the federal
income tax treatment of the Transactions, any fact relevant to understanding the
federal tax treatment of the Transactions, and all materials of any kind
(including opinions or other tax analyses) relating to such federal income tax
treatment; provided that Seller may not disclose the name of or identifying
information with respect to Buyer or any pricing terms (including, without
limitation, the Pricing Rate, Purchase Price Percentage and Purchase Price) or
other nonpublic business or financial information (including any sublimits and
financial covenants) that is unrelated to the purported or claimed federal
income tax treatment of the Transactions and is not relevant to understanding
the purported or claimed federal income tax treatment of the Transactions,
without the prior written consent of the Buyer."
2.8 Schedules. Representation and Warranty (yy) in Schedule 1
of the Existing Repurchase Agreement is hereby amended by deleting it in its
entirety and replacing it with the following:
"(yy) Predatory Lending Regulations; High Cost Loans. None of
the Mortgage Loans are classified as High Cost Mortgage Loans."
2.9 Exhibits. Exhibit D to the Existing Repurchase Agreement
is hereby amended by deleting it in its entirety and replacing it with Exhibit A
to this Amendment.
SECTION 3. Conditions Precedent. This Amendment shall become
effective on August 27, 2003 (the "Amendment Effective Date"), subject to the
satisfaction of the following conditions precedent:
3.1 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.
SECTION 4. 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 5. 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.
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SECTION 6. 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 7. 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]
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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/ Xxxx Xxxxxxxx
-----------------------------------
Name: Xxxx Xxxxxxxx
Title: Vice President
Seller: UNITED FINANCIAL MORTGAGE CORP.,
AS SELLER
By: /s/ Xxxxx Xxxxxxxx
-----------------------------------
Name: Xxxxx Xxxxxxxx
Title: President and Chief Executive
Officer
EXHIBIT A TO AMENDMENT NO. 11
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. For each quarter
commencing after [September 30, 2003], Seller has maintained an
Adjusted Tangible Net Worth of at least $10 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.
For each quarter commencing after [September 30, 2003], 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].
Exh. A-2
IN WITNESS WHEREOF, I have set my hand this _____ day of ________, ________.
By:____________________________________
Name:__________________________________
Title:_________________________________
Acknowledged and Agreed,
UNITED FINANCIAL MORTGAGE CORP.
By:_______________________________________
Name: _______________________________________
Title: _______________________________________
Exh. A-3
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
Exh. A-4
SCHEDULE 2 TO OFFICER'S COMPLIANCE CERTIFICATE
INDEBTEDNESS as of _________________________
OUTSTANDING
LENDER TOTAL COMMITMENT INDEBTEDNESS
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Exh. A-5
SCHEDULE 3 TO OFFICER'S COMPLIANCE CERTIFICATE
PURCHASED MORTGAGE LOANS
Exh. A-6
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
------------------ --------------- -------------------
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Alt-A Mortgage Loans
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Conforming Mortgage Loans
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Jumbo Mortgage Loans
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Second Lien Mortgage Loans
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Sub-Prime Mortgage Loans
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Exh. A-7
