EIGHTH AMENDMENT TO MASTER REPURCHASE AGREEMENT

Exhibit 10.4

EIGHTH AMENDMENT
TO
MASTER REPURCHASE AGREEMENT

EIGHTH AMENDMENT, dated as of September 3, 2013 (the “Amendment”), to the Master Repurchase Agreement dated as of December 3, 2010, as amended by that certain First Amendment to Master Repurchase Agreement dated as of April 8, 2011, as further amended by that certain Second Amendment to Master Repurchase Agreement dated as of June 30, 2011, as further amended by that certain Third Amendment to Master Repurchase Agreement dated as of April 13, 2012, as further amended by that certain letter dated April 27, 2012, as further amended by that certain Fourth Amendment to Master Repurchase Agreement dated as of June 29, 2012, as further amended by that certain Fifth Amendment to Master Repurchase Agreement dated as of October 26, 2012, as further amended by that certain Sixth Amendment to Master Repurchase Agreement dated as of February 8, 2013, and as further amended by that certain Seventh Amendment to Master Repurchase Agreement dated as of June 21, 2013 (the “Existing Master Repurchase Agreement”), by and among EXCEL MORTGAGE SERVICING, INC., a California corporation, with an address at 19500 Jamboree Road #400, Irvine, California 92612, as a seller (“Excel”), AMERIHOME MORTGAGE CORPORATION, a Michigan corporation, with an address at 2141 W. Bristol Road, Flint, Michigan 48507, as a seller (“AmeriHome”) (Excel and AmeriHome are individually and collectively referred to herein as “Seller”), and CUSTOMERS BANK, a Pennsylvania state-chartered bank, with an address at 99 Bridge Street, Phoenixville, Pennsylvania 19460 (the “Buyer”).

RECITALS

The Seller has requested the Buyer to agree to amend the Existing Master Repurchase Agreement as set forth in this Amendment.  The Buyer is willing to agree to such amendment, but only on the terms and subject to the conditions set forth in this Amendment.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Seller and the Buyer hereby agree as follows:

ARTICLE I
DEFINITIONS

Definitions.  Unless otherwise indicated, capitalized terms that are used but not defined herein shall have the meanings ascribed to them in the Existing Master Repurchase Agreement.

ARTICLE II
AMENDMENT

1.             The following definitions contained in Section 1 (Definitions) of the Existing Master Repurchase Agreement are hereby deleted and replaced in their entirety by the following:

“Pricing Rate” for all Mortgage Loans except High LTV Mortgage Loans, Aged Mortgage Loans, Restructured Mortgage Loans and GNMA Repurchased Mortgage Loans, means LIBOR plus:

(1)           3.5% with respect to Transactions from the Purchase Date to forty-four (44) days from the Purchase Date;

(2)           4.5% with respect to Transactions from the forty-fifth (45th) day to the seventy-fourth (74th) day from the Purchase Date;

(3)           5.5% with respect to Transactions from the seventy-fifth (75th) day from the Purchase Date and thereafter;

(4)           the rate determined in the sole discretion of Buyer with respect to any other Transactions so identified by Buyer in agreeing to enter into such Transaction.

“Pricing Rate” for all High LTV Mortgage Loans means LIBOR plus:

(1)           3.75% with respect to Transactions from the Purchase Date to forty-four (44) days from the Purchase Date;

(2)           4.75% with respect to Transactions from the forty-fifth (45th) day from the Purchase Date and thereafter;

(3)           the rate determined in the sole discretion of Buyer with respect to any other Transactions so identified by Buyer in agreeing to enter into such Transaction.

“Pricing Rate” for all Aged Mortgage Loans means LIBOR plus:

(1)           4.25% with respect to Transactions from the Purchase Date to forty-four (44) days from the Purchase Date;

(2)           5.25% with respect to Transactions from forty-fifth (45th) day to the seventy-fourth (74th) day from the Purchase Date;

(3)           6.25% with respect to Transactions from the seventy-fifth (75th) day from the Purchase Date and thereafter;

(4)           the rate determined in the sole discretion of Buyer with respect to any other Transactions so identified by Buyer in agreeing to enter into such Transaction.

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“Pricing Rate” for all GNMA Repurchased Mortgage Loans, means LIBOR plus:

(1)           3.75% with respect to Transactions from the Purchase Date to forty-four (44) days from the Purchase Date;

(2)           4.75% with respect to Transactions from the forty-fifth (45th) day to the seventy-fourth (74th) day from the Purchase Date;

(3)           5.75% with respect to Transactions from the seventy-fifth (75th) from the Purchase Date and thereafter;

(4)           the rate determined in the sole discretion of Buyer with respect to any other Transactions so identified by Buyer in agreeing to enter into such Transaction.

“Pricing Rate” for all Restructured Mortgage Loans means LIBOR plus:

(1)           3.5% with respect to Transactions from the Purchase Date to forty-four (44) days from the Purchase Date;

(2)           4.5% with respect to Transactions from the forty-fifth (45th) day from the Purchase Date and thereafter.

(3)           the rate determined in the sole discretion of Buyer with respect to any other Transactions so identified by Buyer in agreeing to enter into such Transaction.

The Pricing Rate shall change in accordance with LIBOR.

“Repurchase Date” means the date on which Seller is to repurchase the Mortgage Loans from Buyer provided that in no event shall the Repurchase Date be in excess of, for all Mortgage Loans except High LTV Mortgage Loans and Restructured Mortgage Loans, ninety (90) days after the Purchase Date; and for High LTV Mortgage Loans and Restructured Mortgage Loans, sixty (60) days after the Purchase Date.

2.             The following new definition is hereby added to Section 1 (Definitions) of the Existing Master Repurchase Agreement:

“Restructured Mortgage Loan” means an FHA refinance mortgage loan originated pursuant to and in compliance with the Making Home Affordable Program and as further set forth in HUD’s Mortgage Letter 2010-23.

3.             A new Section 5(b)(13) is hereby added to the Existing Master Repurchase Agreement as follows:

(13)         The total outstanding principal balance of all Restructured Mortgage Loans owned by Buyer after such purchase shall not exceed ten percent (10%) of the Maximum Aggregate Purchase Price.

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4.             A new Section 5(b)(14) is hereby added to the Existing Master Repurchase Agreement as follows:

(14)         For Restructured Mortgage Loans, such loan must have a minimum FICO score of five hundred forty (540) and must be eligible for securitization as collateral for a Ginnie Mae guaranteed mortgage backed security.

ARTICLE III
REPRESENTATIONS AND WARRANTIES

All representations and warranties contained in the Existing Master Repurchase Agreement are true and correct as of the date of this Amendment (except to the extent that any of such representations and warranties expressly relate to an earlier date).

ARTICLE IV
MISCELLANEOUS

1.             Ratification.  Except as expressly affected by the provisions hereof, the Existing Master Repurchase Agreement, as amended, shall remain in full force and effect in accordance with its terms and ratified and confirmed by the parties hereto.  On and after the date hereof, each reference in the Existing Master Repurchase Agreement to “the Agreement”, “hereunder”, “herein” or words of like import shall mean and be a reference to the Agreement as amended by this Amendment.

2.             Limited Scope.  This Amendment is specific to the circumstances described above and does not imply any future amendment or waiver of rights of the Buyer and the Seller under the Existing Master Repurchase Agreement.

3.             Severability.  Any provisions of this Amendment which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

4.             Caption.  The captions in the Amendment are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.

5.             Counterparts.  This Amendment may be executed in any number of counterparts, each of which counterparts shall be deemed to be an original, and such counterparts shall constitute but one and the same instrument.

6.             Applicable Law.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first above written.

Signature Page to Eighth Amendment to Master Repurchase Agreement