Each Purchase. The obligations of the Buyer to make any purchase under this Agreement are also subject to the satisfaction, as of each Purchase Date, of the following additional conditions precedent: (a) The Seller shall have delivered to the Buyer the related Mortgage Loan Transmission Files for the new Mortgage Loans to be purchased. (b) Unless the requested Transaction is for the purchase of only Wet Loans, the Buyer shall have issued its Exception Report relating to the Purchased Loans then owned by the Buyer (and the Buyer agrees that it will not unreasonably withhold or delay issuing any such Exception Report). (c) The representations and warranties of the Seller contained in this Agreement and the other Repurchase Documents shall be true and correct in all material respects as if made on and as of each Purchase Date unless specifically stated to relate to an earlier date. (d) The Seller shall have performed all agreements to be performed by it under this Agreement and all other Repurchase Documents, as well as under all Investor Commitments that the Seller has represented to the Buyer cover any of the Purchased Loans, and after the requested Transaction shall have been executed, no Default or Event of Default will exist that the Buyer has not declared in writing to have been waived or cured, nor will any default exist under any such Investor Commitments. (e) The Seller shall not have incurred any liabilities (whether or not in the ordinary course of business) that adversely and materially affect any of the Central Elements in respect of the Seller or any of its Subsidiaries since the dates of the Seller’s Financial Statements most recently theretofore delivered to the Buyer. (f) The Seller shall have paid the Facility Fee and the Loan Papers Handling Fees then due and payable in accordance with Section 9.1 and Section 9.2.
Appears in 2 contracts
Samples: Master Repurchase Agreement (Sirva Inc), Master Repurchase Agreement (Sirva Inc)
Each Purchase. The obligations of the Buyer Buyers (and the Administrative Agent on the Buyers’ behalf) to make any purchase under this Agreement are also subject to the satisfaction, as of each Purchase Date, of the following additional conditions precedent:
(a) The Seller shall have delivered (i) to the Buyer Administrative Agent a Request/Confirmation and its related Mortgage Loan Transmission File and (ii) to the related Custodian, such Mortgage Loan Transmission Files for the new Mortgage Loans to be purchased.
(b) Unless the requested Transaction is for the purchase of only Wet Loans, the Buyer Custodian shall have issued its Custodian’s Exception Report (as defined in the Custody Agreement) relating to the Purchased Loans then owned by the Buyer (and Buyers — the Buyer Administrative Agent agrees that that, for so long as it is the Custodian, it will not unreasonably withhold or delay issuing any such Custodian’s Exception Report).
(c) The representations and warranties of the Seller contained in this Agreement and the other Repurchase Documents shall be true and correct in all material respects as if made on and as of each Purchase Date unless specifically stated to relate to an earlier date.
(d) The Seller shall have performed all agreements to be performed by it under this Agreement, the Custody Agreement and all other Repurchase Documents, as well as under all Investor Commitments that the Seller has represented to the Buyer Administrative Agent and the Buyers cover any of the Purchased Loans, and after the requested Transaction shall have been executed, no Default or Event of Default will exist that the Buyer Administrative Agent has not declared in writing to have been waived or cured, nor will any default exist under any such Investor Commitments.
(e) The Seller shall not have incurred any material liabilities, direct or contingent, other than in the ordinary course of its business, and no liabilities (whether or not in the ordinary course of business) that adversely and materially affect any of the Central Elements in respect of the Seller or any of its Subsidiaries since the dates of the Seller’s Financial Statements most recently theretofore delivered to the BuyerBuyers.
(f) The Administrative Agent shall have received from counsel for the Seller, if requested by the Administrative Agent, an updated favorable opinion or opinions, in form and substance satisfactory to the Administrative Agent addressed to the Buyers and the Administrative Agent and dated as of the relevant Purchase Date, covering and updating such matters that were originally addressed in the opinion issued pursuant to Section 14.1(a)(13) as the Administrative Agent may reasonably request.
(g) The Seller shall have paid the Facility Fee and the Loan Papers Handling Fees Administrative Agent’s Fee then due and payable in accordance with Section Sections 9.1 and 9.2 and the Custodian’s Fee pursuant to the Custody Agreement.
(h) Prior to the execution of the requested Transaction, no Default or Event of Default shall have occurred or will occur after giving effect to such Transaction, that the Administrative Agent has not declared in writing to have been waived or cured.
(i) The requested Transaction will not result in the violation of any applicable Law.
(j) The Administrative Agent and each Buyer shall have received such other documents, if any, as shall be specified by the Administrative Agent or any Buyer.
(k) No Margin Deficit exists or will exist after giving effect to such Transaction.
(l) The Termination Date shall not have occurred.
(m) After giving effect to such Transaction, none of the sublimits set forth in Section 9.24.2 shall be exceeded.
(n) For any Transaction involving a Wet Loan, (i) unless the closing title agency or attorney has previously signed an agreement with the Administrative Agent acknowledging funds received from the Administrative Agent for the purchase of such Wet Loan are held by such title agency or attorney in trust for and as the property of the Administrative Agent until such Wet Loan is closed and Purchased by the Administrative Agent for the benefit of the Buyers and that any such funds so received shall be returned to the Administrative Agent for the benefit of the Buyers if the Mortgage Loan that is proposed to be so purchased as a Wet Loan does not close on the proposed Purchase Date, (ii) the Seller shall have delivered to such closing title agency or attorney an instruction letter stating that funds received from the Administrative Agent for the purchase of such Wet Loan are held by such title agency or attorney in trust for and as the property of the Administrative Agent until such Wet Loan is closed and Purchased by the Administrative Agent for the benefit of the Buyers and that any such funds so received shall be returned to the Administrative Agent for the benefit of the Buyers if the Mortgage Loan that is proposed to be so purchased as a Wet Loan does not close on the proposed Purchase Date.
Appears in 2 contracts
Samples: Master Repurchase Agreement (Horton D R Inc /De/), Master Repurchase Agreement (Horton D R Inc /De/)
Each Purchase. The obligations of the Buyer Buyers (and the Agent on the Buyers’ behalf) to make any purchase under this Agreement are also subject to the satisfaction, as of each Purchase Date, of the following additional conditions precedent:
(a) The Seller shall have delivered (i) to the Buyer Agent a Request/Confirmation and its related Mortgage Loan Transmission File and (ii) to the related Custodian, such Mortgage Loan Transmission Files for the new Mortgage Loans to be purchased.
(b) Unless the requested Transaction is for the purchase of only Wet Loans, the Buyer Custodian shall have issued its Custodian’s Exception Report (as defined in the Custody Agreement) relating to the Purchased Loans then owned by the Buyer (and Buyers. The Agent agrees that, for so long as it is the Buyer agrees that Custodian, it will not unreasonably withhold or delay issuing any such Custodian’s Exception Report).
(c) The representations and warranties of the Seller contained in this Agreement and the other Repurchase Documents shall be true and correct in all material respects as if made on and as of each Purchase Date unless specifically stated to relate to an earlier date.
(d) The Seller shall have performed all agreements to be performed by it under this Agreement, the Custody Agreement and all other Repurchase Documents, as well as under all Investor Commitments that the Seller has represented to the Buyer Agent and the Buyers cover any of the Purchased Loans, and after the requested Transaction shall have been executed, no Default or Event of Default will exist that the Buyer Agent has not declared in writing to have been waived or cured, nor will any default exist under any such Investor Commitments.
(e) The Seller shall not have incurred any liabilities (whether or not in the ordinary course of business) that adversely and materially affect any of the Central Elements in respect of the Seller or any of its Subsidiaries since the dates of the Seller’s Financial Statements most recently theretofore delivered to the BuyerBuyers.
(f) The Seller shall have paid the Facility Fee and the Loan Papers Handling Fees then due and payable in accordance with Section 9.1 and Section 9.2.
Appears in 1 contract
Each Purchase. The obligations of the Buyer Buyers (and the Agent on the Buyers’ behalf) to make any purchase under this Agreement are also subject to the satisfaction, as of each Purchase Date, of the following additional conditions precedent:
(a) The Seller shall have delivered to the Buyer Custodian the related Mortgage Loan Transmission Files for the new Mortgage Loans to be purchased.
(b) Unless the requested Transaction is for the purchase of only Wet Loans, the Buyer Custodian shall have issued its Custodian’s Exception Report (as defined in the Custody Agreement) relating to the Purchased Loans then owned by the Buyer (and Buyers. The Agent agrees that, for so long as it is the Buyer agrees that Custodian, it will not unreasonably withhold or delay issuing any such Custodian’s Exception Report).
(c) The representations and warranties of the Seller contained in this Agreement and the other Repurchase Documents shall be true and correct in all material respects as if made on and as of each Purchase Date unless specifically stated to relate to an earlier date.
(d) The Seller shall have performed all agreements to be performed by it under this Agreement, the Custody Agreement and all other Repurchase Documents, as well as under all Investor Commitments that the Seller has represented to the Buyer Agent and the Buyers cover any of the Purchased Loans, and after the requested Transaction shall have been executed, no Default or Event of Default will exist that the Buyer Agent has not declared in writing to have been waived or cured, nor will any default exist under any such Investor Commitments.
(e) The Seller shall not have incurred any liabilities (whether or not in the ordinary course of business) that adversely and materially affect any of the Central Elements in respect of the Seller or any of its Subsidiaries since the dates of the Seller’s Financial Statements most recently theretofore delivered to the BuyerBuyers.
(f) The Seller shall have paid the Facility Fee, the Non-Usage Fee and the Loan Papers Handling Fees Agent’s Fee, if any, then due and payable in accordance with Section 9.1 and Section 9.29.2 and the Custodian’s Fee pursuant to the Custody Agreement.
(g) Prior to the execution of the requested Transaction, no Default or Event of Default shall have occurred or will occur after giving effect to such Transaction, that the Agent has not declared in writing to have been waived or cured.
(h) The requested Transaction will not result in the violation of any applicable Law.
(i) The Agent shall have received such other documents, if any, as shall be reasonably required by the Agent.
(j) No Margin Deficit exists or will exist after giving effect to such Transaction.
(k) Such Transaction shall occur on or before the Termination Date.
(l) After giving effect to such Transaction, none of the sublimits set forth in Section 4.2 shall be exceeded.
(m) For any Transaction involving a Wet Loan, (i) unless the closing title agency or attorney has previously signed an agreement with the Agent acknowledging funds received from the Agent for the purchase of such Wet Loan are held by such title agency or attorney in trust for and as the property of the Agent until such Wet Loan is closed and purchased by the Agent for the benefit of the Buyers and that any such funds so received shall be returned to the Agent for the benefit of the Buyers if the Mortgage Loan that is proposed to be so purchased as a Wet Loan does not close on the proposed Purchase Date, (ii) the Seller shall have delivered to such closing title agency or attorney an instruction letter stating that funds received from the Agent for the purchase of such Wet Loan are held by such title agency or attorney in trust for and as the property of the Agent until such Wet Loan is closed and purchased by the Agent for the benefit of the Buyers and that any such funds so received shall be returned to the Agent for the benefit of the Buyers if the Mortgage Loan that is proposed to be so purchased as a Wet Loan does not close on the proposed Purchase Date
Appears in 1 contract
Each Purchase. The obligations of the Buyer Buyers (and the Agent on the Buyers’ behalf) to make any purchase (including the initial purchase) under this Agreement are also subject to the satisfaction, as of each Purchase Date, of the following additional conditions precedent:
(a) The Seller shall have delivered to the Buyer Agent and the Custodian the related Mortgage Loan Transmission Files for the new Mortgage Loans to be purchased.
(b) Unless the requested Transaction is for the purchase of only Wet Loans, the Buyer Custodian shall have issued its Custodian’s Exception Report (as defined in the Custody Agreement) relating to the Purchased Loans then owned by the Buyer (and the Buyer agrees that it will not unreasonably withhold or delay issuing any such Exception Report)Buyers.
(c) The representations and warranties of the Seller contained in this Agreement and the other Repurchase Documents shall be true and correct in all material respects as if made on and as of each Purchase Date unless specifically stated to relate to an earlier date.
(d) The Seller shall have performed all agreements to be performed by it under this Agreement, the Custody Agreement and all other Repurchase Documents, as well as under all Investor Commitments that the Seller has represented to the Buyer Agent and the Buyers cover any of the Purchased Loans, and after the requested Transaction shall have been executed, no Default or Event of Default will exist has occurred and is continuing that the Buyer has not declared in writing to have been waived by the Buyers or curedthe Required Buyers, as applicable, nor will any default exist under any such Investor Commitments.
(e) The Seller shall not have incurred any liabilities (whether or not in the ordinary course of business) that adversely and materially affect any of the Central Elements in respect of the Seller or any of its Subsidiaries since the dates of the Seller’s Financial Statements most recently theretofore delivered to the BuyerBuyers.
(f) The Seller shall have paid the Facility Agent’s Fee and the Loan Papers Handling Fees then due and payable in accordance with Section 9.1 and Section 9.2.
Appears in 1 contract
Each Purchase. The obligations of the Buyer Buyers (and the Agent on the Buyers’ behalf) to make any purchase under this Agreement are also subject to the satisfaction, as of each Purchase Date, of the following additional conditions precedent:
(a) The Seller shall have delivered to the Buyer Agent and the Custodian, the related Mortgage Loan Transmission Files for the new Mortgage Loans to be purchased.
(b) Unless the requested Transaction is for the purchase of only Wet Loans, the Buyer Custodian shall have issued its Custodian’s Exception Report (as defined in the Custody Agreement) relating to the Purchased Loans then owned by the Buyer (and Buyers — the Buyer Agent agrees that that, for so long as it is the Custodian, it will not unreasonably withhold or delay issuing any such Custodian’s Exception Report).
(c) The representations and warranties of the Seller contained in this Agreement and the other Repurchase Documents shall be true and correct in all material respects as if made on and as of each Purchase Date unless specifically stated to relate to an earlier date.
(d) The Seller shall have performed all agreements to be performed by it under this Agreement, the Custody Agreement and all other Repurchase Documents, as well as under all Investor Commitments that the Seller has represented to the Buyer Agent and the Buyers cover any of the Purchased Loans, and after the requested Transaction shall have been executed, no Default or Event of Default will exist that the Buyer Agent has not declared in writing to have been waived or cured, nor will any default exist under any such Investor Commitments.
(e) The Seller shall not have incurred any material liabilities, direct or contingent, other than in the ordinary course of its business, and no liabilities (whether or not in the ordinary course of business) shall exist that adversely and materially affect any of the Central Elements in respect of the Seller or any of its Subsidiaries since the dates of the Seller’s Financial Statements most recently theretofore delivered to the BuyerBuyers.
(f) The Seller shall have paid the Facility Fee, the Non-Usage Fee, the Agent’s Fee and the Loan Papers Handling Fees then due and payable in accordance with Section 9.1 9.1, Section 9.2 and Section 9.29.3.
(g) Prior to the execution of the requested Transaction, no Default or Event of Default shall have occurred or will occur after giving effect to such Transaction, that the Agent has not declared in writing to have been waived or cured.
(h) The requested Transaction will not result in the violation of any applicable Law.
(i) The Agent shall have received such other documents, if any, as shall be specified by the Agent.
(j) No Margin Deficit exists or will exist after giving effect to such Transaction.
(k) The Termination Date shall not have occurred.
(l) After giving effect to such Transaction, none of the sublimits set forth in Section 4.2 shall be exceeded.
(m) For any Transaction involving a Wet Loan, (i) unless the closing title agency or attorney has previously signed an agreement with the Agent acknowledging funds received from the Agent for the purchase of such Wet Loan are held by such title agency or attorney in trust for and as the property of the Agent until such Wet Loan is closed and purchased by the Agent for the benefit of the Buyers and that any such funds so received shall be returned to the Agent for the benefit of the Buyers if the Mortgage Loan that is proposed to be so purchased as a Wet Loan does not close on the proposed Purchase Date, and (ii) the Seller shall have delivered to such closing title agency or attorney an instruction letter stating that funds received from the Agent for the purchase of such Wet Loan are held by such title agency or attorney in trust for and as the property of the Agent until such Wet Loan is closed and purchased by the Agent for the benefit of the Buyers and that any such funds so received shall be returned to the Agent for the benefit of the Buyers if the Mortgage Loan that is proposed to be so purchased as a Wet Loan does not close on the proposed Purchase Date.
Appears in 1 contract
Each Purchase. The obligations of the Buyer Buyers (and the Agent on the Buyers’ behalf) to make any purchase under this Agreement are also subject to the satisfaction, as of each Purchase Date, of the following additional conditions precedent:
(a) The Seller shall have delivered to the Buyer Agent and the Custodian, the related Mortgage Loan Transmission Files for the new Mortgage Loans to be purchased.
(b) Unless the requested Transaction is for the purchase of only Wet Loans, the Buyer Custodian shall have issued its Custodian’s Exception Report (as defined in the Custody Agreement) relating to the Purchased Loans then owned by the Buyer (and Buyers — the Buyer Agent agrees that that, for so long as it is the Custodian, it will not unreasonably withhold or delay issuing any such Custodian’s Exception Report).
(c) The representations and warranties of the Seller contained in this Agreement and the other Repurchase Documents shall be true and correct in all material respects as if made on and as of each Purchase Date unless specifically stated to relate to an earlier date.
(d) The Seller shall have performed all agreements to be performed by it under this Agreement, the Custody Agreement and all other Repurchase Documents, as well as under all Investor Commitments that the Seller has represented to the Buyer Agent and the Buyers cover any of the Purchased Loans, and after the requested Transaction shall have been executed, no Default or Event of Default will exist that the Buyer Agent has not declared in writing to have been waived or cured, nor will any default exist under any such Investor Commitments.
(e) The Seller shall not have incurred any material liabilities, direct or contingent, other than in the ordinary course of its business, and no liabilities (whether or not in the ordinary course of business) shall exist that adversely and materially affect any of the Central Elements in respect of the Seller or any of its Subsidiaries since the dates of the Seller’s Financial Statements most recently theretofore delivered to the BuyerBuyers.
(f) The Seller shall have paid the Facility Fee and the Loan Papers Handling Fees fees then due and payable in accordance with Section 9.1 and Section 9.29.
Appears in 1 contract
Each Purchase. The obligations of the Buyer Buyers (and the Administrative Agent on the Buyers’ behalf) to make any purchase under this Agreement are also subject to the satisfaction, as of each Purchase Date, of the following additional conditions precedent:
(a) The Seller shall have delivered (i) to the Buyer Administrative Agent a Request/Confirmation and its related Mortgage Loan Transmission File and (ii) to the related Custodian, such Mortgage Loan Transmission Files for the new Mortgage Loans to be purchased.
(b) Unless the requested Transaction is for the purchase of only Wet Loans, the Buyer Custodian shall have issued its Custodian’s Exception Report (as defined in the Custody Agreement) relating to the Purchased Loans then owned by the Buyer (and Buyers — the Buyer Administrative Agent agrees that that, for so long as it is the Custodian, it will not unreasonably withhold or delay issuing any such Custodian’s Exception Report).
(c) The representations and warranties of the Seller contained in this Agreement and the other Repurchase Documents shall be true and correct in all material respects as if made on and as of each Purchase Date unless specifically stated to relate to an earlier date.
(d) The Seller shall have performed all agreements to be performed by it under this Agreement, the Custody Agreement and all other Repurchase Documents, as well as under all Investor Commitments that the Seller has represented to the Buyer Administrative Agent and the Buyers cover any of the Purchased Loans, and after the requested Transaction shall have been executed, no Default or Event of Default will exist that the Buyer Administrative Agent has not declared in writing to have been waived or cured, nor will any default exist under any such Investor Commitments.
(e) The Seller shall not have incurred any material liabilities, direct or contingent, other than in the ordinary course of its business, and no liabilities (whether or not in the ordinary course of business) that adversely and materially affect any of the Central Elements in respect of the Seller or any of its Subsidiaries since the dates of the Seller’s Financial Statements most recently theretofore delivered to the BuyerBuyers.
(f) The Administrative Agent shall have received from counsel for the Seller, if requested by the Administrative Agent, an updated favorable opinion or opinions, in form and substance satisfactory to the Administrative Agent addressed to the Buyers and the Administrative Agent and dated as of the relevant Purchase Date, covering and updating such matters that were originally addressed in the opinion issued pursuant to Section 14.1(a)(13) as the Administrative Agent may reasonably request.
(g) The Seller shall have paid the Facility Fee and the Loan Papers Handling Fees Administrative Agent’s Fee then due and payable in accordance with Section 9.1 and Section 9.29.2 and the Custodian’s Fee pursuant to the Custody Agreement.
(h) Prior to the execution of the requested Transaction, no Default or Event of Default shall have occurred or will occur after giving effect to such Transaction, that the Administrative Agent has not declared in writing to have been waived or cured.
(i) The requested Transaction will not result in the violation of any applicable Law.
(j) The Administrative Agent and each Buyer shall have received such other documents, if any, as shall be specified by the Administrative Agent or any Buyer.
(k) No Margin Deficit exists or will exist after giving effect to such Transaction.
(l) The Termination Date shall not have occurred.
(m) After giving effect to such Transaction, none of the sublimits set forth in Section 4.2 shall be exceeded.
(n) For any Transaction involving a Wet Loan, (i) unless the closing title agency or attorney has previously signed an agreement with the Administrative Agent acknowledging funds received from the Administrative Agent for the purchase of such Wet Loan are held by such title agency or attorney in trust for and as the property of the Administrative Agent until such Wet Loan is closed and Purchased by the Administrative Agent for the benefit of the Buyers and that any such funds so received shall be returned to the Administrative Agent for the benefit of the Buyers if the Mortgage Loan that is proposed to be so purchased as a Wet Loan does not close on the proposed Purchase Date, (ii) the Seller shall have delivered to such closing title agency or attorney an instruction letter stating that funds received from the Administrative Agent for the purchase of such Wet Loan are held by such title agency or attorney in trust for and as the property of the Administrative Agent until such Wet Loan is closed and Purchased by the Administrative Agent for the benefit of the Buyers and that any such funds so received shall be returned to the Administrative Agent for the benefit of the Buyers if the Mortgage Loan that is proposed to be so purchased as a Wet Loan does not close on the proposed Purchase Date
Appears in 1 contract
Each Purchase. The obligations of the Buyer Buyers (and the Agent on the Buyers’ behalf) to make any purchase under this Agreement are also subject to the satisfaction, as of each Purchase Date, of the following additional conditions precedent:
(a) The Seller shall have delivered (i) to the Buyer Agent a Request/Confirmation and its related Mortgage Loan Transmission File and (ii) to the related Custodian, such Mortgage Loan Transmission Files for the new Mortgage Loans to be purchased.
(b) Unless the requested Transaction is for the purchase of only Wet Loans, the Buyer Custodian shall have issued its Custodian’s Exception Report (as defined in the Custody Agreement) relating to the Purchased Loans then owned by the Buyer (and Buyers — the Buyer Agent agrees that that, for so long as it is the Custodian, it will not unreasonably withhold or delay issuing any such Custodian’s Exception Report).
(c) The representations and warranties of the Seller contained in this Agreement and the other Repurchase Documents shall be true and correct in all material respects as if made on and as of each Purchase Date unless specifically stated to relate to an earlier date.
(d) The Seller shall have performed all agreements to be performed by it under this Agreement, the Custody Agreement and all other Repurchase Documents, as well as under all Investor Commitments that the Seller has represented to the Buyer Agent and the Buyers cover any of the Purchased Loans, and after the requested Transaction shall have been executed, no Default or Event of Default will exist that the Buyer Agent has not declared in writing to have been waived or cured, nor will any default exist under any such Investor Commitments.
(e) The Seller shall not have incurred any liabilities (whether or not in the ordinary course of business) that adversely and materially affect any of the Central Elements in respect of the Seller or any of its Subsidiaries since the dates of the Seller’s Financial Statements most recently theretofore delivered to the Buyer.
(f) The Seller shall have paid the Facility Fee, the Non-Usage Fee and the Loan Papers Handling Fees Agent’s Fee then due and payable in accordance with Section 9.1 and Section 9.29.2 and the Custodian’s Fee pursuant to the Custody Agreement.
(f) Prior to the execution of the requested Transaction, no Default or Event of Default shall have occurred or will occur after giving effect to such Transaction, that the Agent has not declared in writing to have been waived or cured.
(g) The requested Transaction will not result in the violation of any applicable Law.
(h) The Agent shall have received such other documents, if any, as shall be reasonably required by the Agent.
(i) No Margin Deficit exists or will exist after giving effect to such Transaction.
(j) The Termination Date shall not have occurred.
(k) After giving effect to such Transaction, none of the sublimits set forth in Section 4.2 shall be exceeded.
(l) For any Transaction involving a Wet Loan, (i) unless the closing title agency or attorney has previously signed an agreement with the Agent acknowledging funds received from the Agent for the purchase of such Wet Loan are held by such title agency or attorney in trust for and as the property of the Agent until such Wet Loan is closed and Purchased by the Agent for the benefit of the Buyers and that any such funds so received shall be returned to the Agent for the benefit of the Buyers if the Mortgage Loan that is proposed to be so purchased as a Wet Loan does not close on the proposed Purchase Date, (ii) the Seller shall have delivered to such closing title agency or attorney an instruction letter stating that funds received from the Agent for the purchase of such Wet Loan are held by such title agency or attorney in trust for and as the property of the Agent until such Wet Loan is closed and Purchased by the Agent for the benefit of the Buyers and that any such funds so received shall be returned to the Agent for the benefit of the Buyers if the Mortgage Loan that is proposed to be so purchased as a Wet Loan does not close on the proposed Purchase Date
Appears in 1 contract
Each Purchase. The obligations of the Buyer Buyers (and the Agent on the Buyers’ behalf) to make any purchase under this Agreement are also subject to the satisfaction, as of each Purchase Date, of the following additional conditions precedent:
(a) The Seller shall have delivered to the Buyer Agent a Request/Confirmation and the related Mortgage Loan Transmission Files, and the Custodian such Mortgage Loan Transmission Files for the new Mortgage Loans to be purchased.
(b) Unless the requested Transaction is for the purchase of only Wet Loans, the Buyer Custodian shall have issued its Custodian’s Exception Report (as defined in the Custody Agreement) relating to the Purchased Loans then owned by the Buyer (and Buyers — the Buyer Agent agrees that that, for so long as it is the Custodian, it will not unreasonably withhold or delay issuing any such Custodian’s Exception Report).
(c) The representations and warranties of the Seller contained in this Agreement and the other Repurchase Documents shall be true and correct in all material respects as if made on and as of each Purchase Date unless specifically stated to relate to an earlier date.
(d) The Seller shall have performed all agreements to be performed by it under this Agreement, the Custody Agreement and all other Repurchase Documents, as well as under all Investor Commitments that the Seller has represented to the Buyer Agent and the Buyers cover any of the Purchased Loans, and after the requested Transaction shall have been executed, no Default or Event of Default will exist that the Buyer Agent has not declared in writing to have been waived or cured, nor will any default exist under any such Investor Commitments.
(e) The Seller shall not have incurred any material liabilities, direct or contingent, other than in the ordinary course of its business, and no liabilities (whether or not in the ordinary course of business) shall exist that adversely and materially affect any of the Central Elements in respect of the Seller or any of its Subsidiaries since the dates of the Seller’s Financial Statements most recently theretofore delivered to the BuyerBuyers.
(f) The Seller shall have paid the Facility Fee and the Loan Papers Handling Fees fees then due and payable in accordance with Section 9.1 9.
(g) Prior to the execution of the requested Transaction, no Default or Event of Default shall have occurred or will occur after giving effect to such Transaction, that the Agent has not declared in writing to have been waived or cured.
(h) The requested Transaction will not result in the violation of any applicable law.
(i) The Agent shall have received such other documents, if any, as shall be specified by the Agent.
(j) No Margin Deficit exists or will exist after giving effect to such Transaction.
(k) Such Transaction shall occur on or before the Termination Date.
(l) After giving effect to such Transaction, none of the Sublimits set forth in Section 4.2 shall be exceeded.
(m) For any Transaction involving a Wet Loan, (i) unless the closing title agency or attorney has previously signed an agreement with the Agent acknowledging funds received from the Agent for the purchase of such Wet Loan are held by such title agency or attorney in trust for and Section 9.2as the property of the Agent until such Wet Loan is closed and purchased by the Agent for the benefit of the Buyers and that any such funds so received shall be returned to the Agent for the benefit of the Buyers if the Mortgage Loan that is proposed to be so purchased as a Wet Loan does not close on the proposed Purchase Date, and (ii) the Seller shall have delivered to such closing title agency or attorney an instruction letter stating that funds received from the Agent for the purchase of such Wet Loan are held by such title agency or attorney in trust for and as the property of the Agent until such Wet Loan is closed and purchased by the Agent for the benefit of the Buyers and that any such funds so received shall be returned to the Agent for the benefit of the Buyers if the Mortgage Loan that is proposed to be so purchased as a Wet Loan does not close on the proposed Purchase Date.
Appears in 1 contract
Samples: Master Repurchase Agreement (M.D.C. Holdings, Inc.)
Each Purchase. The obligations of the Buyer Buyers (and the Administrative Agent on the Buyers’ behalf) to make any purchase under this Agreement are also subject to the satisfaction, as of each Purchase Date, of the following additional conditions precedent:
(a) The Seller shall have delivered (i) to the Buyer Administrative Agent a Request/Confirmation and its related Mortgage Loan Transmission File and (ii) to the related Custodian, such Mortgage Loan Transmission Files for the new Mortgage Loans to be purchased.
(b) Unless the requested Transaction is for the purchase of only Wet Loans, the Buyer Custodian shall have issued its Custodian’s Exception Report (as defined in the Custody Agreement) relating to the Purchased Loans then owned by the Buyer (and Buyers - the Buyer Administrative Agent agrees that that, for so long as it is the Custodian, it will not unreasonably withhold or delay issuing any such Custodian’s Exception Report).
(c) The representations and warranties of the Seller contained in this Agreement and the other Repurchase Documents shall be true and correct in all material respects as if made on and as of each Purchase Date unless specifically stated to relate to an earlier date.
(d) The Seller shall have performed all agreements to be performed by it under this Agreement, the Custody Agreement and all other Repurchase Documents, as well as under all Investor Commitments that the Seller has represented to the Buyer Administrative Agent and the Buyers cover any of the Purchased Loans, and after the requested Transaction shall have been executed, no Default or Event of Default will exist that the Buyer Administrative Agent has not declared in writing to have been waived or cured, nor will any default exist under any such Investor Commitments.
(e) The Seller shall not have incurred any material liabilities, direct or contingent, other than in the ordinary course of its business, and no liabilities (whether or not in the ordinary course of business) that adversely and materially affect any of the Central Elements in respect of the Seller or any of its Subsidiaries since the dates of the Seller’s Financial Statements most recently theretofore delivered to the BuyerBuyers.
(f) The Administrative Agent shall have received from counsel for the Seller, if requested by the Administrative Agent, an updated favorable opinion or opinions, in form and substance satisfactory to the Administrative Agent addressed to the Buyers and the Administrative Agent and dated as of the relevant Purchase Date, covering and updating such matters that were originally addressed in the opinion issued pursuant to Section 16.21 as the Administrative Agent may reasonably request.
(g) The Seller shall have paid the Facility Fee and the Loan Papers Handling Fees Administrative Agent’s Fee then due and payable in accordance with Section Sections 9.1 and 9.2 and the Custodian’s Fee pursuant to the Custody Agreement.
(h) Prior to the execution of the requested Transaction, no Default or Event of Default shall have occurred or will occur after giving effect to such Transaction, that the Administrative Agent has not declared in writing to have been waived or cured.
(i) The requested Transaction will not result in the violation of any applicable Law.
(j) The Administrative Agent and each Buyer shall have received such other documents, if any, as shall be specified by the Administrative Agent or any Buyer.
(k) No Margin Deficit exists or will exist after giving effect to such Transaction.
(l) The Termination Date shall not have occurred.
(m) After giving effect to such Transaction, none of the sublimits set forth in Section 9.24.2 shall be exceeded.
(n) For any Transaction involving a Wet Loan, (i) unless the closing title agency or attorney has previously signed an agreement with the Administrative Agent acknowledging funds received from the Administrative Agent for the purchase of such Wet Loan are held by such title agency or attorney in trust for and as the property of the Administrative Agent until such Wet Loan is closed and Purchased by the Administrative Agent for the benefit of the Buyers and that any such funds so received shall be returned to the Administrative Agent for the benefit of the Buyers if the Mortgage Loan that is proposed to be so purchased as a Wet Loan does not close on the proposed Purchase Date, (ii) the Seller shall have delivered to such closing title agency or attorney an instruction letter stating that funds received from the Administrative Agent for the purchase of such Wet Loan are held by such title agency or attorney in trust for and as the property of the Administrative Agent until such Wet Loan is closed and Purchased by the Administrative Agent for the benefit of the Buyers and that any such funds so received shall be returned to the Administrative Agent for the benefit of the Buyers if the Mortgage Loan that is proposed to be so purchased as a Wet Loan does not close on the proposed Purchase Date.
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Each Purchase. The obligations of the Buyer Buyers (and the Administrative Agent on the Buyers’ behalf) to make any purchase under this Agreement are also subject to the satisfaction, as of each Purchase Date, of the following additional conditions precedent:
(a) The Seller shall have delivered (i) to the Buyer Administrative Agent a Request/Confirmation and its related Mortgage Loan Transmission File and (ii) to the related Custodian, such Mortgage Loan Transmission Files for the new Mortgage Loans to be purchased.
(b) Unless the requested Transaction is for the purchase of only Wet Loans, the Buyer Custodian shall have issued its Custodian’s Exception Report (as defined in the Custody Agreement) relating to the Purchased Loans then owned by the Buyer (and Buyers — the Buyer Administrative Agent agrees that that, for so long as it is the Custodian, it will not unreasonably withhold or delay issuing any such Custodian’s Exception Report).
(c) The representations and warranties of the Seller contained in this Agreement and the other Repurchase Documents shall be true and correct in all material respects as if made on and as of each Purchase Date unless specifically stated to relate to an earlier date.
(d) The Seller shall have performed all agreements to be performed by it under this Agreement, the Custody Agreement and all other Repurchase Documents, as well as under all Investor Commitments that the Seller has represented to the Buyer Administrative Agent and the Buyers cover any of the Purchased Loans, and after the requested Transaction shall have been executed, no Default or Event of Default will exist that the Buyer Administrative Agent has not declared in writing to have been waived or cured, nor will any default exist under any such Investor Commitments.
(e) The Seller shall not have incurred any material liabilities, direct or contingent, other than in the ordinary course of its business, and no liabilities (whether or not in the ordinary course of business) that adversely and materially affect any of the Central Elements in respect of the Seller or any of its Subsidiaries since the dates of the Seller’s Financial Statements most recently theretofore delivered to the BuyerBuyers.
(f) The Administrative Agent shall have received from counsel for the Seller, if requested by the Administrative Agent, an updated favorable opinion or opinions, in form and substance satisfactory to the Administrative Agent addressed to the Buyers and the Administrative Agent and dated as of the relevant Purchase Date, covering and updating such matters that were originally addressed in the opinion issued pursuant to Section 16.21 as the Administrative Agent may reasonably request.
(g) The Seller shall have paid the Facility Fee and the Loan Papers Handling Fees Administrative Agent’s Fee then due and payable in accordance with Section Sections 9.1 and 9.2 and the Custodian’s Fee pursuant to the Custody Agreement.
(h) Prior to the execution of the requested Transaction, no Default or Event of Default shall have occurred or will occur after giving effect to such Transaction, that the Administrative Agent has not declared in writing to have been waived or cured.
(i) The requested Transaction will not result in the violation of any applicable Law.
(j) The Administrative Agent and each Buyer shall have received such other documents, if any, as shall be specified by the Administrative Agent or any Buyer.
(k) No Margin Deficit exists or will exist after giving effect to such Transaction.
(l) Such Transaction shall occur on or before the Termination Date.
(m) After giving effect to such Transaction, none of the sublimits set forth in Section 9.24.2 shall be exceeded.
(n) For any Transaction involving a Wet Loan, (i) unless the closing title agency or attorney has previously signed an agreement with the Administrative Agent acknowledging funds received from the Administrative Agent for the purchase of such Wet Loan are held by such title agency or attorney in trust for and as the property of the Administrative Agent until such Wet Loan is closed and Purchased by the Administrative Agent for the benefit of the Buyers and that any such funds so received shall be returned to the Administrative Agent for the benefit of the Buyers if the Mortgage Loan that is proposed to be so purchased as a Wet Loan does not close on the proposed Purchase Date, (ii) the Seller shall have delivered to such closing title agency or attorney an instruction letter stating that funds received from the Administrative Agent for the purchase of such Wet Loan are held by such title agency or attorney in trust for and as the property of the Administrative Agent until such Wet Loan is closed and Purchased by the Administrative Agent for the benefit of the Buyers and that any such funds so received shall be returned to the Administrative Agent for the benefit of the Buyers if the Mortgage Loan that is proposed to be so purchased as a Wet Loan does not close on the proposed Purchase Date.
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Each Purchase. The obligations of the Buyer Buyers (and the Administrative Agent on the Buyers’ behalf) to make any purchase under this Agreement are also subject to the satisfaction, as of each Purchase Date, of the following additional conditions precedent:
(a) The Seller shall have delivered (i) to the Buyer Administrative Agent a Request/Confirmation and its related Mortgage Loan Transmission File and (ii) to the related Custodian, such Mortgage Loan Transmission Files for the new Mortgage Loans to be purchased.
(b) Unless the requested Transaction is for the purchase of only Wet Loans, the Buyer Custodian shall have issued its Custodian’s Exception Report (as defined in the Custody Agreement) relating to the Purchased Loans then owned by the Buyer (and Buyers — the Buyer Administrative Agent agrees that that, for so long as it is the Custodian, it will not unreasonably withhold or delay issuing any such Custodian’s Exception Report).
(c) The representations and warranties of the Seller contained in this Agreement and the other Repurchase Documents shall be true and correct in all material respects as if made on and as of each Purchase Date unless specifically stated to relate to an earlier date.
(d) The Seller shall have performed all agreements to be performed by it under this Agreement, the Custody Agreement and all other Repurchase Documents, as well as under all Investor Commitments that the Seller has represented to the Buyer Administrative Agent and the Buyers cover any of the Purchased Loans, and after the requested Transaction shall have been executed, no Default or Event of Default will exist that the Buyer Administrative Agent has not declared in writing to have been waived or cured, nor will any default exist under any such Investor Commitments.
(e) The Seller shall not have incurred any material liabilities, direct or contingent, other than in the ordinary course of its business, and no liabilities (whether or not in the ordinary course of business) that adversely and materially affect any of the Central Elements in respect of the Seller or any of its Subsidiaries since the dates of the Seller’s Financial Statements most recently theretofore delivered to the BuyerBuyers.
(f) The Seller shall have paid the Facility Fee and the Loan Papers Handling Fees Administrative Agent’s Fee then due and payable in accordance with Section Sections 9.1 and Section 9.29.2 and the Custodian’s Fee pursuant to the Custody Agreement.
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