EXHIBIT
10.38.9.1
WAIVER
WAIVER, dated as of December 3,
2007 (this “Waiver”), to (i) the Stock Purchase
Agreement (“SPA”), dated August 10, 2007, by and
between Hanover Capital Mortgage Holdings, Inc.
(“Hanover”), and RCG PB, Ltd. (“Investor”)
and (ii) the Second Amended and Restated Annex I (“Annex
I”), dated as of November 13, 2007, forming a part of
the TBMA Master Repurchase Agreement (September 1996 Version),
dated as of August 10, 2007 (the “Master
Agreement” and, together with Annex I, Annex II and any
schedules and exhibits thereto, the “MRA”), between
Hanover and Investor. Capitalized terms used but not defined in
this Waiver shall have the meanings ascribed to them in the
SPA.
Whereas , Hanover and the
Investor are parties to the SPA and the MRA;
Whereas , Hanover has requested
the Investor to waive certain provisions of the SPA and the
MRA;
Whereas , the Investor is
agreeable to the requested waivers, but only upon the terms, and
subject to the conditions contained herein;
Now, Therefore , in consideration
of the premises contained herein, the parties hereto agree as
follows:
1. Waiver .
Notwithstanding anything in the SPA or the MRA to the contrary, the
Inv
