Financial Statements and Other Information; Financial Covenants. Sellers shall deliver or cause to be delivered to Buyer: (i) As soon as available and in any event within 45 days after the end of each calendar month, the consolidated balance sheets of Sellers and Guarantor and their consolidated Subsidiaries as at the end of such month, the related unaudited consolidated statements of income and retained earnings and of cash flows for Sellers and Guarantor and their consolidated Subsidiaries for such period and the portion of the fiscal year through the end of such period, and consolidated statements of liquidity of Sellers and Guarantor and their consolidated Subsidiaries as at the end of such period, setting forth in each case in comparative form the figures for the previous year, accompanied by a certificate of a Responsible Officer of Guarantor, which certificate shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Guarantor and its Subsidiaries in accordance with GAAP, consistently applied, as at the end of, and for, such month (subject to normal year-end audit adjustments); (ii) As soon as available and in any event within 45 days after the end of each of the first three quarterly fiscal periods of each fiscal year of Sellers and Guarantor, the consolidated balance sheets of Sellers and Guarantor and their consolidated Subsidiaries as at the end of such period and the related unaudited consolidated statements of income and retained earnings and of cash flows for Sellers and Guarantor and their consolidated Subsidiaries for such period and the portion of the fiscal year through the end of such period, and consolidated statements of liquidity of Sellers and Guarantor and their consolidated Subsidiaries as at the end of such period, setting forth in each case in comparative form the figures for the previous year, accompanied by a certificate of a Responsible Officer of Guarantor, which certificate shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Guarantor and its Subsidiaries in accordance with GAAP, consistently applied, as at the end of, and for, such period (subject to normal year-end audit adjustments); (iii) As soon as available and in any event within 90 days after the end of each fiscal year of Guarantor, the consolidated balance sheets of Sellers and Guarantor and their consolidated Subsidiaries as at the end of such fiscal year and the related consolidated statements of income and retained earnings and of cash flows for Seller and Guarantor and their consolidated Subsidiaries for such year, and consolidated statements of liquidity of Sellers and Guarantor and their consolidated Subsidiaries as at the end of such year, setting forth in each case in comparative form the figures for the previous year, accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall not be qualified as to scope of audit or going concern and shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Sellers and Guarantor and their consolidated Subsidiaries at the end of, and for, such fiscal year in accordance with GAAP; (iv) Together with each set of the financial statements delivered pursuant to clauses (i) through (iii) above, (1) a Compliance Certificate signed of a Responsible Officer of the Guarantor , and (2) a certificate of a Responsible Officer of Guarantor to the effect that, to the best of such Responsible Officer’s knowledge, each Seller and Guarantor during such fiscal period or year has observed or performed all of its covenants and other agreements, and satisfied every material condition, contained in this Agreement and the other Program Documents to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate (and, if any Default or Event of Default has occurred and is continuing, describing the same in reasonable detail and describing the action such Seller or Guarantor, as applicable, has taken or proposes to take with respect thereto); (v) Reserved; (vi) From time to time such other information regarding the financial condition, operations, assets (including information regarding asset allocation, leverage, and liquidity) and such other information respecting the condition or operations (financial or otherwise), of Sellers or Guarantor as Buyer may reasonably request, within three (3) Business Days of such request; (vii) Within eight (8) days after the end of each month, (i) a report of all sales, repurchase and other transactions with respect to the Loans or any Loans owned by a Trust represented by a Purchased Certificate, (ii) a properly completed Loan Schedule with respect to each Purchased Loan and each Loan owned by a Trust represented by a Purchased Certificate, (iii) servicing reports for the prior month, including static pool analyses, liquidity (cash and availability) and identification of any modifications to any Purchased Loans and Loans owned by a Trust represented by a Purchased Certificate, (iv) servicing data feeds for the prior month detailing Loan level attributes; and (v) reports reflecting those Purchased Loans and Loans owned by a Trust represented by a Purchased Certificate that are expected to become real estate owned properties within sixty (60) days; (viii) At least five (5) Business Days prior to the effectiveness of any proposed amendment, modification or supplement to the any Trust Document, a copy of such amendment, modification or supplement; (ix) As soon as reasonably possible, and in any event within fifteen (15) days after a Responsible Officer knows or has reason to believe, that any of the events or conditions specified below with respect to any Plan or Multiemployer Plan has occurred or exists, a statement signed by a senior financial officer of the Seller setting forth details respecting such event or condition and the action, if any, that the related Seller or its ERISA Affiliate proposes to take with respect thereto (and a copy of any report or notice required to be filed with or given to PBGC by the related Seller or an ERISA Affiliate with respect to such event or condition): (A) any Reportable Event, or any request for a waiver under Section 412(c) of the Code for any Plan; (B) the distribution under Section 4041(c) of ERISA of a notice of intent to terminate any Plan or any action taken by either Seller, Guarantor or an ERISA Affiliate to terminate any Plan; (C) the institution by PBGC of proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by a Seller, Guarantor or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by PBGC with respect to such Multiemployer Plan; (D) the complete or partial withdrawal from a Multiemployer Plan by Seller or any ERISA Affiliate that results in liability under Section 4201 or 4204 of ERISA (including the obligation to satisfy secondary liability as a result of a purchaser default) or the receipt by a Seller or any ERISA Affiliate of notice from a Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA or that it intends to terminate or has terminated under Section 4041A of ERISA; (E) the institution of a proceeding by a fiduciary of any Multiemployer Plan against a Seller or any ERISA Affiliate to enforce Section 515 of ERISA, which proceeding is not dismissed within 30 days; and (F) the adoption of an amendment to any Plan that, pursuant to Section 401(a)(29) of the Code, would result in the loss of tax-exempt status of the trust of which such Plan is a part if a Seller or an ERISA Affiliate fails to timely provide security to such Plan in accordance with the provisions of said Sections.
Appears in 2 contracts
Samples: Master Repurchase Agreement (Sutherland Asset Management Corp), Master Repurchase Agreement (Sutherland Asset Management Corp)
Financial Statements and Other Information; Financial Covenants. Sellers Seller shall deliver or cause to be delivered to Buyer:
(i) As soon as available and in any event within 45 thirty (30) days after the end of each calendar monthmonth that is not the last month of a quarterly fiscal period or fiscal year of Seller, a certification in the form of Exhibit A-1 attached hereto in accordance with Section 21 hereof, together with the consolidated balance sheets of Sellers and Guarantor and their consolidated Subsidiaries Seller as at the end of such month, month and the related unaudited consolidated statements of comprehensive income and retained earnings and of cash flows for Sellers and Guarantor and their consolidated Subsidiaries Seller for such period month and the portion of the fiscal year through the end of such period, and consolidated statements of liquidity of Sellers and Guarantor and their consolidated Subsidiaries as at the end of such period, setting forth in each case in comparative form the figures for the previous yearmonth, accompanied by a certificate of a Responsible Officer of GuarantorSeller, which certificate shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Guarantor and its Subsidiaries Seller in accordance with GAAP, consistently applied, as at the end of, and for, such month (subject to normal year-end audit adjustments);
(ii) As soon as available and in any event within 45 forty-five (45) days after the end of each of the first three quarterly fiscal periods quarters of each fiscal year of Sellers and GuarantorSeller, a certification in the form of Exhibit A-2 attached hereto in accordance with Section 21 hereof, together with the consolidated balance sheets of Sellers and Guarantor and their consolidated Subsidiaries Seller as at the end of such period and the related unaudited consolidated statements of comprehensive income and retained earnings stockholders’ equity and of cash flows for Sellers and Guarantor and their consolidated Subsidiaries Seller for such period and the portion of the fiscal year through the end of such period, and consolidated statements of liquidity of Sellers and Guarantor and their consolidated Subsidiaries as at the end of such period, setting forth in each case in comparative form the figures for the previous year (or in the case of the balance sheet, as of the end of the previous fiscal year, and in the case of the statement of stockholders’ equity, no comparative disclosure, accompanied by a certificate of a Responsible Officer of GuarantorSeller, which certificate shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Guarantor and its Subsidiaries Seller in accordance with GAAP, consistently applied, as at the end of, and for, such period (subject to normal year-end audit adjustments);
(iii) As soon as available and in any event within 90 ninety (90) days after the end of each fiscal year of GuarantorSeller, the consolidated balance sheets of Sellers and Guarantor and their consolidated Subsidiaries Seller as at the end of such fiscal year and the related consolidated statements of comprehensive income and retained earnings stockholders’ equity and of cash flows for Seller and Guarantor and their consolidated Subsidiaries for such year, and consolidated statements of liquidity of Sellers and Guarantor and their consolidated Subsidiaries as at the end of such year, setting forth in each case in comparative form the figures for the previous year, accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall not be qualified as to scope of audit or going concern and shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Sellers and Guarantor and their consolidated Subsidiaries Seller at the end of, and for, such fiscal year in accordance with GAAP;
(iv) Together From time to time such other information regarding the financial condition, operations, or business of Seller as Buyer may reasonably request; and
(v) As soon as reasonably possible, and in any event within fifteen (15) days after a Responsible Officer knows, or has reason to believe, that any of the events or conditions specified below with respect to any Plan or Multiemployer Plan has occurred or exists, a statement signed by a senior financial officer of Seller setting forth details respecting such event or condition and the action, if any, that Seller or its ERISA Affiliate proposes to take with respect thereto (and a copy of any report or notice required to be filed with or given to PBGC by Seller or an ERISA Affiliate with respect to such event or condition):
a. any Reportable Event or any request for a waiver under Section 412(c) of the Code for any Plan;
b. the distribution under Section 4041(c) of ERISA of a notice of intent to terminate any Plan or any action taken by Seller or an ERISA Affiliate to terminate any Plan;
c. the institution by PBGC of proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by Seller or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by PBGC with respect to such Multiemployer Plan;
d. the complete or partial withdrawal from a Multiemployer Plan by Seller or any ERISA Affiliate that results in liability under Section 4201 or 4204 of ERISA (including the obligation to satisfy secondary liability as a result of a purchaser default) or the receipt by Seller or any ERISA Affiliate of notice from a Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA or that it intends to terminate or has terminated under Section 4041A of ERISA;
e. the institution of a proceeding by a fiduciary of any Multiemployer Plan against Seller or any ERISA Affiliate to enforce Section 515 of ERISA, which proceeding is not dismissed within thirty (30) days; and
f. the adoption of an amendment to any Plan that, pursuant to Section 401(a)(29) of the Code, would result in the loss of tax-exempt status of the trust of which such Plan is a part if Seller or an ERISA Affiliate fails to timely provide security to such Plan in accordance with the provisions of said Sections. Seller will furnish to Buyer, at the time it furnishes each set of the financial statements delivered pursuant to clauses paragraphs (i), (ii) through or (iii) above, (1) a Compliance Certificate signed of a Responsible Officer of the Guarantor , and (2) a certificate of a Responsible Officer of Guarantor Seller to the effect that, to the best of such Responsible Officer’s knowledge, each Seller and Guarantor during such fiscal period or year has observed or performed all of its covenants and other agreements, and satisfied every material condition, contained in this Agreement and the other Program Documents to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate (and, if any Default or Event of Default has occurred and is continuingcontinuing or , describing the same in reasonable detail and describing the action such Seller or Guarantor, as applicable, has taken or proposes to take with respect thereto);
(v) Reserved;
(vi) From time to time such other information regarding the financial condition, operations, assets (including information regarding asset allocation, leverage, and liquidity) and such other information respecting the condition or operations (financial or otherwise), of Sellers or Guarantor as Buyer may reasonably request, within three (3) Business Days of such request;
(vii) Within eight (8) days after the end of each month, (i) a report of all sales, repurchase and other transactions with respect to the Loans or any Loans owned by a Trust represented by a Purchased Certificate, (ii) a properly completed Loan Schedule with respect to each Purchased Loan and each Loan owned by a Trust represented by a Purchased Certificate, (iii) servicing reports for the prior month, including static pool analyses, liquidity (cash and availability) and identification of any modifications to any Purchased Loans and Loans owned by a Trust represented by a Purchased Certificate, (iv) servicing data feeds for the prior month detailing Loan level attributes; and (v) reports reflecting those Purchased Loans and Loans owned by a Trust represented by a Purchased Certificate that are expected to become real estate owned properties within sixty (60) days;
(viii) At least five (5) Business Days prior to the effectiveness of any proposed amendment, modification or supplement to the any Trust Document, a copy of such amendment, modification or supplement;
(ix) As soon as reasonably possible, and in any event within fifteen (15) days after a Responsible Officer knows or has reason to believe, that any of the events or conditions specified below with respect to any Plan or Multiemployer Plan has occurred or exists, a statement signed by a senior financial officer of the Seller setting forth details respecting such event or condition and the action, if any, that the related Seller or its ERISA Affiliate proposes to take with respect thereto (and a copy of any report or notice required to be filed with or given to PBGC by the related Seller or an ERISA Affiliate with respect to such event or condition):
(A) any Reportable Event, or any request for a waiver under Section 412(c) of the Code for any Plan;
(B) the distribution under Section 4041(c) of ERISA of a notice of intent to terminate any Plan or any action taken by either Seller, Guarantor or an ERISA Affiliate to terminate any Plan;
(C) the institution by PBGC of proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by a Seller, Guarantor or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by PBGC with respect to such Multiemployer Plan;
(D) the complete or partial withdrawal from a Multiemployer Plan by Seller or any ERISA Affiliate that results in liability under Section 4201 or 4204 of ERISA (including the obligation to satisfy secondary liability as a result of a purchaser default) or the receipt by a Seller or any ERISA Affiliate of notice from a Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA or that it intends to terminate or has terminated under Section 4041A of ERISA;
(E) the institution of a proceeding by a fiduciary of any Multiemployer Plan against a Seller or any ERISA Affiliate to enforce Section 515 of ERISA, which proceeding is not dismissed within 30 days; and
(F) the adoption of an amendment to any Plan that, pursuant to Section 401(a)(29) of the Code, would result in the loss of tax-exempt status of the trust of which such Plan is a part if a Seller or an ERISA Affiliate fails to timely provide security to such Plan in accordance with the provisions of said Sections.
Appears in 2 contracts
Samples: Master Repurchase Agreement (Walter Investment Management Corp), Master Repurchase Agreement (Walter Investment Management Corp)
Financial Statements and Other Information; Financial Covenants. Sellers Seller shall deliver or cause to be delivered to Buyer:
(i) As soon as available and in any event within 45 30 days after the end of each calendar month, the consolidated balance sheets of Sellers Seller and Guarantor and their its consolidated Subsidiaries as at the end of such month, the related unaudited consolidated statements of income and retained earnings and of cash flows for Sellers Seller and Guarantor and their its consolidated Subsidiaries for such period and the portion of the fiscal year through the end of such period, and consolidated statements of liquidity of Sellers Seller and Guarantor and their its consolidated Subsidiaries as at the end of such period, setting forth in each case in comparative form the figures for the previous year, accompanied by a certificate of a Responsible Officer of GuarantorSeller, which certificate shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Guarantor Seller and its Subsidiaries in accordance with GAAP, consistently applied, as at the end of, and for, such month (subject to normal year-end audit adjustments);
(ii) As soon as available and in any event within 45 days after the end of each of the first three quarterly fiscal periods of each fiscal year of Sellers and GuarantorSeller, the consolidated balance sheets of Sellers Seller and Guarantor and their its consolidated Subsidiaries as at the end of such period and the related unaudited consolidated statements of income and retained earnings and of cash flows for Sellers Seller and Guarantor and their its consolidated Subsidiaries for such period and the portion of the fiscal year through the end of such period, and consolidated statements of liquidity of Sellers Seller and Guarantor and their its consolidated Subsidiaries as at the end of such period, setting forth in each case in comparative form the figures for the previous year, accompanied by a certificate of a Responsible Officer of GuarantorSeller, which certificate shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Guarantor Seller and its Subsidiaries in accordance with GAAP, consistently applied, as at the end of, and for, such period (subject to normal year-end audit adjustments);
(iii) As soon as available and in any event within 90 days after the end of each fiscal year of GuarantorSeller, the consolidated balance sheets of Sellers Seller and Guarantor and their its consolidated Subsidiaries as at the end of such fiscal year and the related consolidated statements of income and retained earnings and of cash flows for Seller and Guarantor and their its consolidated Subsidiaries for such year, and consolidated statements of liquidity of Sellers Seller and Guarantor and their its consolidated Subsidiaries as at the end of such year, setting forth in each case in comparative form the figures for the previous year, accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall not be qualified as to scope of audit or going concern and shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Sellers Seller and Guarantor and their its consolidated Subsidiaries at the end of, and for, such fiscal year in accordance with GAAP;
(iv) Together with each set of the financial statements delivered pursuant to clauses (i) through (iii) above, (1) a Compliance Certificate signed of a Responsible Officer of the Guarantor , and (2) a certificate of a Responsible Officer of Guarantor Seller in the form of Exhibit A attached hereto;
(v) From time to time at the request of Buyer, Seller shall provide Buyer with a paper copy produced by Seller’s internal mortgage tracking system reflecting that the Purchased Loans are registered in the name of Buyer within three (3) Business Days of such request;
(vi) From time to time such other information regarding the financial condition, operations, well being or business of Seller as Buyer may reasonably request (including but not limited to any information regarding any repurchase and indemnity requests or demands made upon Seller by any third party investors (including any Agency)), within one (1) Business Day of such request;
(vii) As soon as available, and in any event within five (5) days after the date on which any audit reports with respect to Seller or its subsidiaries are required to be delivered to HUD or any Agency, copies of any such reports, performed and delivered in compliance with all requirements of HUD or such Agency and accompanied by an opinion thereon of an independent certified public accountant;
(a) As soon as available, and in any event within five (5) days after the date on which any appraisals, evaluations or broker’s price opinions are completed with respect to Seller’s servicing portfolio, copies of any such appraisals, evaluation reports or broker’s price opinions and (b) promptly at the end of each quarterly fiscal period of each fiscal year, any valuation report regarding Seller’s servicing portfolio conducted by a nationally recognized valuation provider reasonably acceptable to Buyer;
(ix) Promptly after receipt by Seller of a request from Buyer, any loan level information requested by Buyer with respect to mortgage loans held on the books of Seller (including but not limited to all mortgage loans “held for investment” by Seller);
(x) Promptly after receipt by Seller of a request from Buyer, Seller shall provide copies of its latest Quality Control Program reports and all responses made by the management of Seller to address any issues, risks, vulnerabilities or adverse findings contained in such Quality Control Program.
(xi) As soon as reasonably possible, and in any event within fifteen (15) days after a Responsible Officer knows or has reason to believe, that any of the events or conditions specified below with respect to any Plan or Multiemployer Plan has occurred or exists, a statement signed by a senior financial officer of Seller setting forth details respecting such event or condition and the action, if any, that Seller or its ERISA Affiliate proposes to take with respect thereto (and a copy of any report or notice required to be filed with or given to PBGC by Seller or an ERISA Affiliate with respect to such event or condition):
(A) any Reportable Event, or any request for a waiver under Section 412(c) of the Code for any Plan;
(B) the distribution under Section 4041(c) of ERISA of a notice of intent to terminate any Plan or any action taken by Seller or an ERISA Affiliate to terminate any Plan;
(C) the institution by PBGC of proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by Seller or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by PBGC with respect to such Multiemployer Plan;
(D) the complete or partial withdrawal from a Multiemployer Plan by Seller or any ERISA Affiliate that results in liability under Section 4201 or 4204 of ERISA (including the obligation to satisfy secondary liability as a result of a purchaser default) or the receipt by Seller or any ERISA Affiliate of notice from a Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA or that it intends to terminate or has terminated under Section 4041A of ERISA;
(E) the institution of a proceeding by a fiduciary of any Multiemployer Plan against Seller or any ERISA Affiliate to enforce Section 515 of ERISA, which proceeding is not dismissed within 30 days; and
(F) the adoption of an amendment to any Plan that, pursuant to Section 401(a)(29) of the Code, would result in the loss of tax-exempt status of the trust of which such Plan is a part if Seller or an ERISA Affiliate fails to timely provide security to such Plan in accordance with the provisions of said Sections. Seller will furnish to Buyer, at the time it furnishes each set of financial statements pursuant to paragraph (ii) above, a certificate of a Responsible Officer of Seller to the effect that, to the best of such Responsible Officer’s knowledge, each Seller and Guarantor during such fiscal period or year has observed or performed all of its covenants and other agreements, and satisfied every material condition, contained in this Agreement and the other Program Documents to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate (and, if any Default or Event of Default has occurred and is continuing, describing the same in reasonable detail and describing the action such Seller or Guarantor, as applicable, has taken or proposes to take with respect thereto);
(v) Reserved;
(vi) From time to time such other information regarding the financial condition, operations, assets (including information regarding asset allocation, leverage, and liquidity) and such other information respecting the condition or operations (financial or otherwise), of Sellers or Guarantor as Buyer may reasonably request, within three (3) Business Days of such request;
(vii) Within eight (8) days after the end of each month, (i) a report of all sales, repurchase and other transactions with respect to the Loans or any Loans owned by a Trust represented by a Purchased Certificate, (ii) a properly completed Loan Schedule with respect to each Purchased Loan and each Loan owned by a Trust represented by a Purchased Certificate, (iii) servicing reports for the prior month, including static pool analyses, liquidity (cash and availability) and identification of any modifications to any Purchased Loans and Loans owned by a Trust represented by a Purchased Certificate, (iv) servicing data feeds for the prior month detailing Loan level attributes; and (v) reports reflecting those Purchased Loans and Loans owned by a Trust represented by a Purchased Certificate that are expected to become real estate owned properties within sixty (60) days;
(viii) At least five (5) Business Days prior to the effectiveness of any proposed amendment, modification or supplement to the any Trust Document, a copy of such amendment, modification or supplement;
(ix) As soon as reasonably possible, and in any event within fifteen (15) days after a Responsible Officer knows or has reason to believe, that any of the events or conditions specified below with respect to any Plan or Multiemployer Plan has occurred or exists, a statement signed by a senior financial officer of the Seller setting forth details respecting such event or condition and the action, if any, that the related Seller or its ERISA Affiliate proposes to take with respect thereto (and a copy of any report or notice required to be filed with or given to PBGC by the related Seller or an ERISA Affiliate with respect to such event or condition):
(A) any Reportable Event, or any request for a waiver under Section 412(c) of the Code for any Plan;
(B) the distribution under Section 4041(c) of ERISA of a notice of intent to terminate any Plan or any action taken by either Seller, Guarantor or an ERISA Affiliate to terminate any Plan;
(C) the institution by PBGC of proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by a Seller, Guarantor or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by PBGC with respect to such Multiemployer Plan;
(D) the complete or partial withdrawal from a Multiemployer Plan by Seller or any ERISA Affiliate that results in liability under Section 4201 or 4204 of ERISA (including the obligation to satisfy secondary liability as a result of a purchaser default) or the receipt by a Seller or any ERISA Affiliate of notice from a Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA or that it intends to terminate or has terminated under Section 4041A of ERISA;
(E) the institution of a proceeding by a fiduciary of any Multiemployer Plan against a Seller or any ERISA Affiliate to enforce Section 515 of ERISA, which proceeding is not dismissed within 30 days; and
(F) the adoption of an amendment to any Plan that, pursuant to Section 401(a)(29) of the Code, would result in the loss of tax-exempt status of the trust of which such Plan is a part if a Seller or an ERISA Affiliate fails to timely provide security to such Plan in accordance with the provisions of said Sections.
Appears in 2 contracts
Samples: Master Repurchase Agreement (Tree.com, Inc.), Master Repurchase Agreement (Tree.com, Inc.)
Financial Statements and Other Information; Financial Covenants. Sellers Subject to the provisions of Section 41 hereof, Seller shall deliver or cause to be delivered to Buyer:
(i) As soon as available and in any event within 45 forty-five (45) days after the end of each calendar monthof the first three (3) quarterly fiscal periods of each fiscal year of the Seller, a certification in the form of Exhibit A attached hereto to the attention of Xxxx Xxxxxxx, Telephone: 000-000-0000, Facsimile: 000-000-0000 together with the unaudited consolidated balance sheets sheet of Sellers the Seller and Guarantor and their its consolidated Subsidiaries as at the end of such month, period and the related unaudited consolidated statements of income and retained earnings income, of changes in shareholders’ equity and of cash flows for Sellers the Seller and Guarantor and their its consolidated Subsidiaries for such period and the portion of the fiscal year through the end of such period, and consolidated statements of liquidity of Sellers and Guarantor and their consolidated Subsidiaries as at the end of such period, setting forth in each case in comparative form the figures for the previous year, accompanied by a certificate of a Responsible Officer of GuarantorSeller, which certificate shall state that said consolidated financial statements fairly present in all material respects the consolidated financial condition and results of operations of Guarantor the Seller and its Subsidiaries in accordance with GAAP, consistently applied, as at the end of, and for, such month (subject to normal year-end audit adjustments);
(ii) As soon as available and in any event within 45 days after the end of each of the first three quarterly fiscal periods of each fiscal year of Sellers and Guarantor, the consolidated balance sheets of Sellers and Guarantor and their consolidated Subsidiaries as at the end of such period and the related unaudited consolidated statements of income and retained earnings and of cash flows for Sellers and Guarantor and their consolidated Subsidiaries for such period and the portion of the fiscal year through the end of such period, and consolidated statements of liquidity of Sellers and Guarantor and their consolidated Subsidiaries as at the end of such period, setting forth in each case in comparative form the figures for the previous year, accompanied by a certificate of a Responsible Officer of Guarantor, which certificate shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Guarantor and its Subsidiaries in accordance with GAAP, consistently applied, as at the end of, and for, such period (subject to normal year-end audit adjustmentsadjustments and the absence of footnotes);
(iiiii) As soon as available and in any event within 90 ninety (90) days after the end of each fiscal year of Guarantorthe Seller, the consolidated balance sheets sheet of Sellers the Seller and Guarantor and their its consolidated Subsidiaries as at the end of such fiscal year and the related consolidated statements of income and retained earnings income, of changes in Shareholders’ equity and of cash flows for the Seller and Guarantor and their its consolidated Subsidiaries for such year, and consolidated statements of liquidity of Sellers and Guarantor and their consolidated Subsidiaries as at the end of such year, setting forth in each case in comparative form the figures for the previous year, accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall not be qualified as to scope of audit or going concern and shall state that said consolidated financial statements fairly present in all material respects the consolidated financial condition and results of operations of Sellers the Seller and Guarantor and their its consolidated Subsidiaries at the end of, and for, such fiscal year in accordance with GAAP;; LEGAL02/41072931v2
(iii) From time to time, copies of all documentation in connection with the underwriting and origination of any Purchased Loan (other than a Purchased Loan that is an Agency Eligible Loan or a Government Loan) that evidences compliance with the QM Rule or the Ability to Repay Rule, as applicable, including without limitation all necessary third-party records that demonstrate such compliance, in each case as Buyer may reasonably request; provided that (A) any such request shall be made in writing and shall provide the Seller at least ten (10) Business Days to provide such requested information, and (B) if the Seller objects to the provision to Buyer of any such requested information, Buyer and the Seller shall work in good faith to resolve any such objection; and
(iv) Together with Promptly, from time to time, such other information regarding the business affairs, operations and financial condition of Seller as Buyer may reasonably request. The Seller will furnish to Buyer, at the time it furnishes each set of the financial statements delivered pursuant to clauses paragraphs (i) through or (iiiii) above, (1) a Compliance Certificate signed of a Responsible Officer of the Guarantor , and (2) a certificate of a Responsible Officer of Guarantor Seller on behalf of Seller to the effect that, to the best of such Responsible Officer’s knowledge, each Seller and Guarantor during such fiscal period or year has observed or performed in all material respects all of its covenants and other agreements, and satisfied every material condition, contained in this Agreement and the other Program Documents to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate (andor, if any Default or Event of Default has occurred and is continuing, describing the same in reasonable detail and describing the action such Seller or Guarantor, as applicable, has taken or proposes to take with respect thereto);
(v) Reserved;
(vi) From time to time such other information regarding the financial condition, operations, assets (including information regarding asset allocation, leverage, and liquidity) and such other information respecting the condition or operations (financial or otherwise), of Sellers or Guarantor as Buyer may reasonably request, within three (3) Business Days of such request;
(vii) Within eight (8) days after the end of each month, (i) a report of all sales, repurchase and other transactions with respect to the Loans or any Loans owned by a Trust represented by a Purchased Certificate, (ii) a properly completed Loan Schedule with respect to each Purchased Loan and each Loan owned by a Trust represented by a Purchased Certificate, (iii) servicing reports for the prior month, including static pool analyses, liquidity (cash and availability) and identification of any modifications to any Purchased Loans and Loans owned by a Trust represented by a Purchased Certificate, (iv) servicing data feeds for the prior month detailing Loan level attributes; and (v) reports reflecting those Purchased Loans and Loans owned by a Trust represented by a Purchased Certificate that are expected to become real estate owned properties within sixty (60) days;
(viii) At least five (5) Business Days prior to the effectiveness of any proposed amendment, modification or supplement to the any Trust Document, a copy of such amendment, modification or supplement;
(ix) As soon as reasonably possible, and in any event within fifteen (15) days after a Responsible Officer knows or has reason to believe, that any of the events or conditions specified below with respect to any Plan or Multiemployer Plan has occurred or exists, a statement signed by a senior financial officer of the Seller setting forth details respecting such event or condition and the action, if any, that the related Seller or its ERISA Affiliate proposes to take with respect thereto (and a copy of any report or notice required to be filed with or given to PBGC by the related Seller or an ERISA Affiliate with respect to such event or condition):
(A) any Reportable Event, or any request for a waiver under Section 412(c) of the Code for any Plan;
(B) the distribution under Section 4041(c) of ERISA of a notice of intent to terminate any Plan or any action taken by either Seller, Guarantor or an ERISA Affiliate to terminate any Plan;
(C) the institution by PBGC of proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by a Seller, Guarantor or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by PBGC with respect to such Multiemployer Plan;
(D) the complete or partial withdrawal from a Multiemployer Plan by Seller or any ERISA Affiliate that results in liability under Section 4201 or 4204 of ERISA (including the obligation to satisfy secondary liability as a result of a purchaser default) or the receipt by a Seller or any ERISA Affiliate of notice from a Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA or that it intends to terminate or has terminated under Section 4041A of ERISA;
(E) the institution of a proceeding by a fiduciary of any Multiemployer Plan against a Seller or any ERISA Affiliate to enforce Section 515 of ERISA, which proceeding is not dismissed within 30 days; and
(F) the adoption of an amendment to any Plan that, pursuant to Section 401(a)(29) of the Code, would result in the loss of tax-exempt status of the trust of which such Plan is a part if a Seller or an ERISA Affiliate fails to timely provide security to such Plan in accordance with the provisions of said Sections.
Appears in 1 contract
Samples: Master Repurchase Agreement (Rocket Companies, Inc.)
Financial Statements and Other Information; Financial Covenants. Sellers Seller shall deliver or cause to be delivered to the Buyer:
(i) As soon as available and in any event within 45 30 days after the end of each calendar month, the consolidated balance sheets of Sellers NFI and Guarantor and their its consolidated Subsidiaries as at the end of such month, month and the related unaudited consolidated statements of income and retained earnings and of cash flows for Sellers NFI and Guarantor and their its consolidated Subsidiaries for such period month and the portion of the fiscal year through the end of such period, and consolidated statements of liquidity of Sellers and Guarantor and their consolidated Subsidiaries as at the end of such periodmonth, setting forth in each case in comparative form the figures for the previous year, accompanied by a certificate of a Responsible Officer of GuarantorNFI, which certificate shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Guarantor NFI and its Subsidiaries in accordance with GAAP, consistently applied, as at the end of, and for, such month (subject to normal year-end audit adjustments);
(ii) As soon as available and in any event within 45 days after the end of each of the first three quarterly fiscal periods of each fiscal year of Sellers and GuarantorNFI, the consolidated balance sheets of Sellers NFI and Guarantor and their its consolidated Subsidiaries as at the end of such period and the related unaudited consolidated statements of income and retained earnings and of cash flows for Sellers NFI and Guarantor and their its consolidated Subsidiaries for such period and the portion of the fiscal year through the end of such period, and consolidated statements of liquidity of Sellers and Guarantor and their consolidated Subsidiaries as at the end of such period, setting forth in each case in comparative form the figures for the previous year, accompanied by a certificate of a Responsible Officer of GuarantorNFI, which certificate shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Guarantor NFI and its Subsidiaries in accordance with GAAP, consistently applied, as at the end of, and for, such period (subject to normal year-end audit adjustments);
(iii) As soon as available and in any event within 90 days after the end of each fiscal year of GuarantorNFI, the consolidated balance sheets of Sellers NFI and Guarantor and their its consolidated Subsidiaries as at the end of such fiscal year and the related consolidated statements of income and retained earnings and of cash flows for Seller NFI and Guarantor and their its consolidated Subsidiaries for such year, and consolidated statements of liquidity of Sellers and Guarantor and their consolidated Subsidiaries as at the end of such year, setting forth in each case in comparative form the figures for the previous year, accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall not be qualified as to scope of audit or going concern and shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Sellers NFI and Guarantor and their its consolidated Subsidiaries at the end of, and for, such fiscal year in accordance with GAAP;
(iv) Together Within thirty (30) days after the end of each calendar month, the monthly certification substantially in the form of Exhibit A attached hereto;
(v) From time to time such other information regarding the financial condition, operations, or business of the Seller as the Buyer may reasonably request; and
(vi) As soon as reasonably possible, and in any event within thirty (30) days after a Responsible Officer knows, or with respect to any Plan or Multiemployer Plan to which the Seller, or any Subsidiaries of the Seller makes direct contributions, has reason to believe, that any of the events or conditions specified below with respect to any Plan or Multiemployer Plan has occurred or exists, a statement signed by a senior financial officer of the Seller setting forth details respecting such event or condition and the action, if any, that the Seller or its ERISA Affiliate proposes to take with respect thereto (and a copy of any report or notice required to be filed with or given to PBGC by the Seller or an ERISA Affiliate with respect to such event or condition):
(a) any reportable event, as defined in Section 4043(b) of ERISA and the regulations issued thereunder, with respect to a Plan, as to which PBGC has not by regulation or otherwise waived the requirement of Section 4043(a) of ERISA that it be notified within thirty (30) days of the occurrence of such event (provided that a failure to meet the minimum funding standard of Section 412 of the Code or Section 302 of ERISA, including, without limitation, the failure to make on or before its due date a required installment under Section 412(m) of the Code or Section 302(e) of ERISA, shall be a reportable event regardless of the issuance of any waivers in accordance with Section 412(d) of the Code); and any request for a waiver under Section 412(d) of the Code for any Plan;
(b) the distribution under Section 4041(c) of ERISA of a notice of intent to terminate any Plan or any action taken by the Seller or an ERISA Affiliate to terminate any Plan;
(c) the institution by PBGC of proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Seller or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by PBGC with respect to such Multiemployer Plan;
(d) the complete or partial withdrawal from a Multiemployer Plan by the Seller or any ERISA Affiliate that results in liability under Section 4201 or 4204 of ERISA (including the obligation to satisfy secondary liability as a result of a purchaser default) or the receipt by the Seller or any ERISA Affiliate of notice from a Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA or that it intends to terminate or has terminated under Section 4041A of ERISA;
(e) the institution of a proceeding by a fiduciary of any Multiemployer Plan against the Seller or any ERISA Affiliate to enforce Section 515 of ERISA, which proceeding is not dismissed within 30 days; and
(f) the adoption of an amendment to any Plan that, pursuant to Section 401(a)(29) of the Code or Section 307 of ERISA, would result in the loss of tax-exempt status of the trust of which such Plan is a part if the Seller or an ERISA Affiliate fails to timely provide security to such Plan in accordance with the provisions of said Sections. The Seller will furnish to the Buyer, at the time it furnishes each set of the financial statements delivered pursuant to clauses paragraphs (ia) through and (iiib) above, (1) a Compliance Certificate signed of a Responsible Officer of the Guarantor , and (2) a certificate of a Responsible Officer of Guarantor the Seller to the effect that, to the best of such Responsible Officer’s knowledge, each the Seller and Guarantor during such fiscal period or year has observed or performed all of its covenants and other agreements, and satisfied every material condition, contained in this Agreement and the other Program Documents to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate (and, if any Default or Event of Default has occurred and is continuing, describing the same in reasonable detail and describing the action such the Seller or Guarantor, as applicable, has taken or proposes to take with respect thereto);
(v) Reserved;
(vi) From time to time such other information regarding the financial condition, operations, assets (including information regarding asset allocation, leverage, and liquidity) and such other information respecting the condition or operations (financial or otherwise), of Sellers or Guarantor as Buyer may reasonably request, within three (3) Business Days of such request;
(vii) Within eight (8) days after the end of each month, (i) a report of all sales, repurchase and other transactions with respect to the Loans or any Loans owned by a Trust represented by a Purchased Certificate, (ii) a properly completed Loan Schedule with respect to each Purchased Loan and each Loan owned by a Trust represented by a Purchased Certificate, (iii) servicing reports for the prior month, including static pool analyses, liquidity (cash and availability) and identification of any modifications to any Purchased Loans and Loans owned by a Trust represented by a Purchased Certificate, (iv) servicing data feeds for the prior month detailing Loan level attributes; and (v) reports reflecting those Purchased Loans and Loans owned by a Trust represented by a Purchased Certificate that are expected to become real estate owned properties within sixty (60) days;
(viii) At least five (5) Business Days prior to the effectiveness of any proposed amendment, modification or supplement to the any Trust Document, a copy of such amendment, modification or supplement;
(ix) As soon as reasonably possible, and in any event within fifteen (15) days after a Responsible Officer knows or has reason to believe, that any of the events or conditions specified below with respect to any Plan or Multiemployer Plan has occurred or exists, a statement signed by a senior financial officer of the Seller setting forth details respecting such event or condition and the action, if any, that the related Seller or its ERISA Affiliate proposes to take with respect thereto (and a copy of any report or notice required to be filed with or given to PBGC by the related Seller or an ERISA Affiliate with respect to such event or condition):
(A) any Reportable Event, or any request for a waiver under Section 412(c) of the Code for any Plan;
(B) the distribution under Section 4041(c) of ERISA of a notice of intent to terminate any Plan or any action taken by either Seller, Guarantor or an ERISA Affiliate to terminate any Plan;
(C) the institution by PBGC of proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by a Seller, Guarantor or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by PBGC with respect to such Multiemployer Plan;
(D) the complete or partial withdrawal from a Multiemployer Plan by Seller or any ERISA Affiliate that results in liability under Section 4201 or 4204 of ERISA (including the obligation to satisfy secondary liability as a result of a purchaser default) or the receipt by a Seller or any ERISA Affiliate of notice from a Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA or that it intends to terminate or has terminated under Section 4041A of ERISA;
(E) the institution of a proceeding by a fiduciary of any Multiemployer Plan against a Seller or any ERISA Affiliate to enforce Section 515 of ERISA, which proceeding is not dismissed within 30 days; and
(F) the adoption of an amendment to any Plan that, pursuant to Section 401(a)(29) of the Code, would result in the loss of tax-exempt status of the trust of which such Plan is a part if a Seller or an ERISA Affiliate fails to timely provide security to such Plan in accordance with the provisions of said Sections.
Appears in 1 contract
Samples: Master Repurchase Agreement (Novastar Financial Inc)
Financial Statements and Other Information; Financial Covenants. Sellers Subject to the provisions of Section 41 hereof, Seller shall deliver or cause to be delivered to Buyer:
(i) As soon as available and in any event within 45 forty-five (45) days after the end of each calendar monthof the first three quarterly fiscal periods of each fiscal year of the Seller, a certification in the form of Exhibit A attached hereto via electronic mail to XxxxxxXxxxxxxxxxxX0@xxxxxxxx.xxx, XXXxxxXxxxxxxxx@xxxxxxxx.xxx and XXXXXxxxxxx@xxxxxxxxxxxxxxx.xxx together with the unaudited consolidated balance sheets sheet of Sellers the Seller and Guarantor and their its consolidated Subsidiaries as at the end of such month, period and the related unaudited consolidated statements of income and retained earnings income, and of cash flows for Sellers the Seller and Guarantor and their its consolidated Subsidiaries for such period and the portion of the fiscal year through the end of such period, and consolidated statements of liquidity of Sellers and Guarantor and their consolidated Subsidiaries as at the end of such period, setting forth in each case in comparative form the figures for the previous year, accompanied by a certificate of a Responsible Officer of GuarantorSeller, which certificate shall state that said consolidated financial statements fairly present in all material respects the consolidated financial condition and results of operations of Guarantor the Seller and its Subsidiaries in accordance with GAAP, consistently applied, as at the end of, and for, such month (subject to normal year-end audit adjustments);
(ii) As soon as available and in any event within 45 days after the end of each of the first three quarterly fiscal periods of each fiscal year of Sellers and Guarantor, the consolidated balance sheets of Sellers and Guarantor and their consolidated Subsidiaries as at the end of such period and the related unaudited consolidated statements of income and retained earnings and of cash flows for Sellers and Guarantor and their consolidated Subsidiaries for such period and the portion of the fiscal year through the end of such period, and consolidated statements of liquidity of Sellers and Guarantor and their consolidated Subsidiaries as at the end of such period, setting forth in each case in comparative form the figures for the previous year, accompanied by a certificate of a Responsible Officer of Guarantor, which certificate shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Guarantor and its Subsidiaries in accordance with GAAP, consistently applied, as at the end of, and for, such period (subject to normal year-end audit adjustmentsadjustments and the absence of footnotes);
(iiiii) As soon as available and in any event within 90 ninety (90) days after the end of each fiscal year of Guarantorthe Seller, the consolidated balance sheets sheet of Sellers the Seller and Guarantor and their its consolidated Subsidiaries as at the end of such fiscal year and the related consolidated statements of income and retained earnings and of cash flows for the Seller and Guarantor and their its consolidated Subsidiaries for such year, year and consolidated statements of liquidity of Sellers and Guarantor and their consolidated Subsidiaries as at the end of such yearincluding all footnotes thereto, setting forth in each case in comparative form the figures for the previous year, accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall not be qualified as to scope of audit or going concern and shall state that said consolidated financial statements fairly present in all material respects the consolidated financial condition and results of operations of Sellers the Seller and Guarantor and their its consolidated Subsidiaries at the end of, and for, such fiscal year in accordance with GAAP;
(iii) From time to time, copies of all documentation in connection with the underwriting and origination of any Purchased Asset (other than a Purchased Asset that is an Agency Eligible Loan) that evidences compliance with the QM Rule or the Ability to Repay Rule, as applicable, including without limitation all necessary third-party records that demonstrate such compliance, in each case as Buyer may reasonably request; provided that (A) any such request shall be made in writing and shall provide the Seller at least ten (10) Business Days to provide such requested information, and (B) if the Seller objects to the provision to Buyer of any such requested information, Buyer and the Seller shall work in good faith to resolve any such objection;
(iv) Together with Promptly, from time to time, such other information regarding the business affairs, operations and financial condition of Seller as Buyer may reasonably request; The Seller will furnish to Buyer, at the time it furnishes each set of the financial statements delivered pursuant to clauses paragraphs (i) through or (iiiii) above, (1) a Compliance Certificate signed of a Responsible Officer of the Guarantor , and (2A) a certificate of a Responsible Officer of Guarantor to Seller on behalf of Seller on its internal quality control program that evaluates and monitors, on a regular basis, the effect overall quality of its loan origination and servicing activities and that: ensures that the loans are serviced in accordance with accepted servicing practices; guards against dishonest, fraudulent, or negligent acts; and guards against errors and omissions by officers, employees, or other authorized persons and (B) a certificate of a Responsible Officer of Seller on behalf of Seller in the form of Exhibit A hereto (each a “Compliance Certificate”) stating that, to the best of such Responsible Officer’s knowledge, each as of the last day of the fiscal quarter or fiscal year for which financial statements are being provided with such certification, Seller is in compliance in all material respects with all provisions and Guarantor during such fiscal period or year has observed or performed all terms of its covenants and other agreements, and satisfied every material condition, contained in this Agreement and the other Program Documents to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default has occurred under this Agreement which has not previously been waived, except as specified in such certificate (and, if any Default or Event of Default has occurred and is continuing, describing the same in reasonable detail and describing the action such Seller or Guarantor, as applicable, has taken or proposes to take with respect thereto);
(v) Reserved;
(vi) From time to time such other information regarding the financial condition, operations, assets (including information regarding asset allocation, leverage, and liquidity) and such other information respecting the condition or operations (financial or otherwise), of Sellers or Guarantor as Buyer may reasonably request, within three (3) Business Days of such request;
(vii) Within eight (8) days after the end of each month, (i) a report of all sales, repurchase and other transactions with respect to the Loans or any Loans owned by a Trust represented by a Purchased Certificate, (ii) a properly completed Loan Schedule with respect to each Purchased Loan and each Loan owned by a Trust represented by a Purchased Certificate, (iii) servicing reports for the prior month, including static pool analyses, liquidity (cash and availability) and identification of any modifications to any Purchased Loans and Loans owned by a Trust represented by a Purchased Certificate, (iv) servicing data feeds for the prior month detailing Loan level attributes; and (v) reports reflecting those Purchased Loans and Loans owned by a Trust represented by a Purchased Certificate that are expected to become real estate owned properties within sixty (60) days;
(viii) At least five (5) Business Days prior to the effectiveness of any proposed amendment, modification or supplement to the any Trust Document, a copy of such amendment, modification or supplement;
(ix) As soon as reasonably possible, and in any event within fifteen (15) days after a Responsible Officer knows or has reason to believe, that any of the events or conditions specified below with respect to any Plan or Multiemployer Plan has occurred or exists, a statement signed by a senior financial officer of the Seller setting forth details respecting such event or condition and the action, if any, that the related Seller or its ERISA Affiliate proposes to take with respect thereto (and a copy of any report or notice required to be filed with or given to PBGC by the related Seller or an ERISA Affiliate with respect to such event or condition):
(A) any Reportable Event, or any request for a waiver under Section 412(c) of the Code for any Plan;
(B) the distribution under Section 4041(c) of ERISA of a notice of intent to terminate any Plan or any action taken by either Seller, Guarantor or an ERISA Affiliate to terminate any Plan;
(C) the institution by PBGC of proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by a Seller, Guarantor or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by PBGC with respect to such Multiemployer Plan;
(D) the complete or partial withdrawal from a Multiemployer Plan by Seller or any ERISA Affiliate that results in liability under Section 4201 or 4204 of ERISA (including the obligation to satisfy secondary liability as a result of a purchaser default) or the receipt by a Seller or any ERISA Affiliate of notice from a Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA or that it intends to terminate or has terminated under Section 4041A of ERISA;
(E) the institution of a proceeding by a fiduciary of any Multiemployer Plan against a Seller or any ERISA Affiliate to enforce Section 515 of ERISA, which proceeding is not dismissed within 30 days; and
(F) the adoption of an amendment to any Plan that, pursuant to Section 401(a)(29) of the Code, would result in the loss of tax-exempt status of the trust of which such Plan is a part if a Seller or an ERISA Affiliate fails to timely provide security to such Plan in accordance with the provisions of said Sections.
Appears in 1 contract
Samples: Master Repurchase Agreement (Rocket Companies, Inc.)
Financial Statements and Other Information; Financial Covenants. Sellers Subject to the provisions of Section 41 hereof, Seller shall deliver or cause to be delivered to BuyerAgent:
(i) As soon as available and in any event within 45 forty-five (45) days after the end of each calendar monthof the first three (3) quarterly fiscal periods of each fiscal year of the Seller, a certification in the form of Exhibit A hereto to [***]; [***]; and [***]together with the unaudited consolidated balance sheets sheet of Sellers the Seller and Guarantor and their its consolidated Subsidiaries as at the end of such month, period and the related unaudited consolidated statements of income and retained earnings income, and of cash flows for Sellers the Seller and Guarantor and their its consolidated Subsidiaries for such period and the portion of the fiscal year through the end of such period, and consolidated statements of liquidity of Sellers and Guarantor and their consolidated Subsidiaries as at the end of such period, setting forth in each case in comparative form the figures for the previous year, accompanied by a certificate of a Responsible Officer of GuarantorSeller, which certificate shall state that said consolidated financial statements fairly present in all material respects the consolidated financial condition and results of operations of Guarantor the Seller and its Subsidiaries in accordance with GAAP, consistently applied, as at the end of, and for, such month (subject to normal year-end audit adjustments);
(ii) As soon as available and in any event within 45 days after the end of each of the first three quarterly fiscal periods of each fiscal year of Sellers and Guarantor, the consolidated balance sheets of Sellers and Guarantor and their consolidated Subsidiaries as at the end of such period and the related unaudited consolidated statements of income and retained earnings and of cash flows for Sellers and Guarantor and their consolidated Subsidiaries for such period and the portion of the fiscal year through the end of such period, and consolidated statements of liquidity of Sellers and Guarantor and their consolidated Subsidiaries as at the end of such period, setting forth in each case in comparative form the figures for the previous year, accompanied by a certificate of a Responsible Officer of Guarantor, which certificate shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Guarantor and its Subsidiaries in accordance with GAAP, consistently applied, as at the end of, and for, such period (subject to normal year-end audit adjustmentsadjustments and the absence of footnotes);
(iiiii) As soon as available and in any event within 90 ninety (90) days after the end of each fiscal year of Guarantorthe Seller, the consolidated balance sheets sheet of Sellers the Seller and Guarantor and their its consolidated Subsidiaries as at the end of such fiscal year and the related consolidated statements of income and retained earnings and of cash flows for the Seller and Guarantor and their its consolidated Subsidiaries for such year, year and consolidated statements of liquidity of Sellers and Guarantor and their consolidated Subsidiaries as at the end of such yearincluding all footnotes thereto, setting forth in each case in comparative form the figures for the previous year, accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall not be qualified as to scope of audit or going concern and shall state that said consolidated financial statements fairly present in all material respects the consolidated financial condition and results of operations of Sellers the Seller and Guarantor and their its consolidated Subsidiaries at the end of, and for, such fiscal year in accordance with GAAP;
(iii) From time to time, copies of all documentation in connection with the underwriting and origination of any Purchased Asset (other than a Purchased Asset that is an Agency Eligible Loan) that evidences compliance with the QM Rule or the Ability to Repay Rule, as applicable, including without limitation all necessary third-party records that demonstrate such compliance, in each case as Agent may reasonably request; provided that (A) any such request shall be made in writing and shall provide the Seller at least ten (10) Business Days to provide such requested information, and (B) if the Seller objects to the provision to Agent of any such requested information, Agent and the Seller shall work in good faith to resolve any such objection; and
(iv) Together with Promptly, from time to time, such other information regarding the business affairs, operations and financial condition of Seller as Agent and/or Buyers may reasonably request: The Seller will furnish to Agent, at the time it furnishes each set of the financial statements delivered pursuant to clauses Section 13(a)(i) or (i) through (iiiii) above, (1) a Compliance Certificate signed of a Responsible Officer of the Guarantor , and (2) a certificate of a Responsible Officer of Guarantor to Seller on behalf of Seller in the effect form of Exhibit A hereto (each a “Compliance Certificate”) stating that, to the best of such Responsible Officer’s knowledge, each as of the last day of the fiscal quarter or fiscal year for which financial statements are being provided with such certification, Seller is in compliance in all material respects with all provisions and Guarantor during such fiscal period or year has observed or performed all terms of its covenants and other agreements, and satisfied every material condition, contained in this Agreement and the other Program Documents to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default has occurred under this Agreement which has not previously been waived, except as specified in such certificate (and, if any Default or Event of Default has occurred and is continuing, describing the same in reasonable detail and describing the action such Seller or Guarantor, as applicable, has taken or proposes to take with respect thereto);
(v) Reserved;
(vi) From time to time such other information regarding the financial condition, operations, assets (including information regarding asset allocation, leverage, and liquidity) and such other information respecting the condition or operations (financial or otherwise), of Sellers or Guarantor as Buyer may reasonably request, within three (3) Business Days of such request;
(vii) Within eight (8) days after the end of each month, (i) a report of all sales, repurchase and other transactions with respect to the Loans or any Loans owned by a Trust represented by a Purchased Certificate, (ii) a properly completed Loan Schedule with respect to each Purchased Loan and each Loan owned by a Trust represented by a Purchased Certificate, (iii) servicing reports for the prior month, including static pool analyses, liquidity (cash and availability) and identification of any modifications to any Purchased Loans and Loans owned by a Trust represented by a Purchased Certificate, (iv) servicing data feeds for the prior month detailing Loan level attributes; and (v) reports reflecting those Purchased Loans and Loans owned by a Trust represented by a Purchased Certificate that are expected to become real estate owned properties within sixty (60) days;
(viii) At least five (5) Business Days prior to the effectiveness of any proposed amendment, modification or supplement to the any Trust Document, a copy of such amendment, modification or supplement;
(ix) As soon as reasonably possible, and in any event within fifteen (15) days after a Responsible Officer knows or has reason to believe, that any of the events or conditions specified below with respect to any Plan or Multiemployer Plan has occurred or exists, a statement signed by a senior financial officer of the Seller setting forth details respecting such event or condition and the action, if any, that the related Seller or its ERISA Affiliate proposes to take with respect thereto (and a copy of any report or notice required to be filed with or given to PBGC by the related Seller or an ERISA Affiliate with respect to such event or condition):
(A) any Reportable Event, or any request for a waiver under Section 412(c) of the Code for any Plan;
(B) the distribution under Section 4041(c) of ERISA of a notice of intent to terminate any Plan or any action taken by either Seller, Guarantor or an ERISA Affiliate to terminate any Plan;
(C) the institution by PBGC of proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by a Seller, Guarantor or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by PBGC with respect to such Multiemployer Plan;
(D) the complete or partial withdrawal from a Multiemployer Plan by Seller or any ERISA Affiliate that results in liability under Section 4201 or 4204 of ERISA (including the obligation to satisfy secondary liability as a result of a purchaser default) or the receipt by a Seller or any ERISA Affiliate of notice from a Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA or that it intends to terminate or has terminated under Section 4041A of ERISA;
(E) the institution of a proceeding by a fiduciary of any Multiemployer Plan against a Seller or any ERISA Affiliate to enforce Section 515 of ERISA, which proceeding is not dismissed within 30 days; and
(F) the adoption of an amendment to any Plan that, pursuant to Section 401(a)(29) of the Code, would result in the loss of tax-exempt status of the trust of which such Plan is a part if a Seller or an ERISA Affiliate fails to timely provide security to such Plan in accordance with the provisions of said Sections.
Appears in 1 contract
Samples: Master Repurchase Agreement (Rocket Companies, Inc.)
Financial Statements and Other Information; Financial Covenants. Sellers Subject to the provisions of Section 41 hereof, Seller shall deliver or cause to be delivered to Buyer:
(i) As soon as available and in any event within 45 forty-five (45) days after the end of each calendar monthof the first three quarterly fiscal periods of each fiscal year of the Seller, a certification in the form of Exhibit A attached hereto to the attention of Xxxx Xxxxxxx, Telephone: 000-000-0000, Facsimile: 000-000-0000 together with the unaudited consolidated balance sheets sheet of Sellers the Seller and Guarantor and their its consolidated Subsidiaries as at the end of such month, period and the related unaudited consolidated statements of income and retained earnings income, of changes in shareholders’ equity and of cash flows for Sellers the Seller and Guarantor and their its consolidated Subsidiaries for such period and the portion of the fiscal year through the end of such period, and consolidated statements of liquidity of Sellers and Guarantor and their consolidated Subsidiaries as at the end of such period, setting forth in each case in comparative form the figures for the previous year, accompanied by a certificate of a Responsible Officer of GuarantorSeller, which certificate shall state that said consolidated financial statements fairly present in all material respects the consolidated financial condition and results of operations of Guarantor the Seller and its Subsidiaries in accordance with GAAP, consistently applied, as at the end of, and for, such month (subject to normal year-end audit adjustments);
(ii) As soon as available and in any event within 45 days after the end of each of the first three quarterly fiscal periods of each fiscal year of Sellers and Guarantor, the consolidated balance sheets of Sellers and Guarantor and their consolidated Subsidiaries as at the end of such period and the related unaudited consolidated statements of income and retained earnings and of cash flows for Sellers and Guarantor and their consolidated Subsidiaries for such period and the portion of the fiscal year through the end of such period, and consolidated statements of liquidity of Sellers and Guarantor and their consolidated Subsidiaries as at the end of such period, setting forth in each case in comparative form the figures for the previous year, accompanied by a certificate of a Responsible Officer of Guarantor, which certificate shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Guarantor and its Subsidiaries in accordance with GAAP, consistently applied, as at the end of, and for, such period (subject to normal year-end audit adjustmentsadjustments and the absence of footnotes);
(iiiii) As soon as available and in any event within 90 ninety (90) days after the end of each fiscal year of Guarantorthe Seller, the consolidated balance sheets sheet of Sellers the Seller and Guarantor and their its consolidated Subsidiaries as at the end of such fiscal year and the related consolidated statements of income and retained earnings income, of changes in Shareholders’ equity and of cash flows for the Seller and Guarantor and their its consolidated Subsidiaries for such year, and consolidated statements of liquidity of Sellers and Guarantor and their consolidated Subsidiaries as at the end of such year, setting forth in each case in comparative form the figures for the previous year, accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall not be qualified as to scope of audit or going concern and shall state that said consolidated financial statements fairly present in all material respects the consolidated financial condition and results of operations of Sellers the Seller and Guarantor and their its consolidated Subsidiaries at the end of, and for, such fiscal year in accordance with GAAP;
(iii) From time to time, copies of all documentation in connection with the underwriting and origination of any Purchased Loan (other than a Purchased Loan that is an Agency Eligible Loan or a Government Loan) that evidences compliance with the QM Rule or the Ability to Repay Rule, as applicable, including without limitation all necessary third-party records that demonstrate such compliance, in each case as Buyer may reasonably request; provided that (A) any such request shall be made in writing and shall provide the Seller at least ten (10) Business Days to provide such requested information, and (B) if the Seller objects to the provision to Buyer of any such requested information, Buyer and the Seller shall work in good faith to resolve any such objection;
(iv) Together with Promptly, from time to time, such other information regarding the business affairs, operations and financial condition of Seller as Buyer may reasonably request; and The Seller will furnish to Buyer, at the time it furnishes each set of the financial statements delivered pursuant to clauses paragraphs (i) through or (iiiii) above, (1) a Compliance Certificate signed of a Responsible Officer of the Guarantor , and (2) a certificate of a Responsible Officer of Guarantor Seller on behalf of Seller to the effect that, to the best of such Responsible Officer’s knowledge, each Seller and Guarantor during such fiscal period or year has observed or performed in all material respects all of its covenants and other agreements, and satisfied every material condition, contained in this Agreement and the other Program Documents to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate (andor, if any Default or Event of Default has occurred and is continuing, describing the same in reasonable detail and describing the action such Seller or Guarantor, as applicable, has taken or proposes to take with respect thereto);
(v) Reserved;
(vi) From time to time such other information regarding the financial condition, operations, assets (including information regarding asset allocation, leverage, and liquidity) and such other information respecting the condition or operations (financial or otherwise), of Sellers or Guarantor as Buyer may reasonably request, within three (3) Business Days of such request;
(vii) Within eight (8) days after the end of each month, (i) a report of all sales, repurchase and other transactions with respect to the Loans or any Loans owned by a Trust represented by a Purchased Certificate, (ii) a properly completed Loan Schedule with respect to each Purchased Loan and each Loan owned by a Trust represented by a Purchased Certificate, (iii) servicing reports for the prior month, including static pool analyses, liquidity (cash and availability) and identification of any modifications to any Purchased Loans and Loans owned by a Trust represented by a Purchased Certificate, (iv) servicing data feeds for the prior month detailing Loan level attributes; and (v) reports reflecting those Purchased Loans and Loans owned by a Trust represented by a Purchased Certificate that are expected to become real estate owned properties within sixty (60) days;
(viii) At least five (5) Business Days prior to the effectiveness of any proposed amendment, modification or supplement to the any Trust Document, a copy of such amendment, modification or supplement;
(ix) As soon as reasonably possible, and in any event within fifteen (15) days after a Responsible Officer knows or has reason to believe, that any of the events or conditions specified below with respect to any Plan or Multiemployer Plan has occurred or exists, a statement signed by a senior financial officer of the Seller setting forth details respecting such event or condition and the action, if any, that the related Seller or its ERISA Affiliate proposes to take with respect thereto (and a copy of any report or notice required to be filed with or given to PBGC by the related Seller or an ERISA Affiliate with respect to such event or condition):
(A) any Reportable Event, or any request for a waiver under Section 412(c) of the Code for any Plan;
(B) the distribution under Section 4041(c) of ERISA of a notice of intent to terminate any Plan or any action taken by either Seller, Guarantor or an ERISA Affiliate to terminate any Plan;
(C) the institution by PBGC of proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by a Seller, Guarantor or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by PBGC with respect to such Multiemployer Plan;
(D) the complete or partial withdrawal from a Multiemployer Plan by Seller or any ERISA Affiliate that results in liability under Section 4201 or 4204 of ERISA (including the obligation to satisfy secondary liability as a result of a purchaser default) or the receipt by a Seller or any ERISA Affiliate of notice from a Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA or that it intends to terminate or has terminated under Section 4041A of ERISA;
(E) the institution of a proceeding by a fiduciary of any Multiemployer Plan against a Seller or any ERISA Affiliate to enforce Section 515 of ERISA, which proceeding is not dismissed within 30 days; and
(F) the adoption of an amendment to any Plan that, pursuant to Section 401(a)(29) of the Code, would result in the loss of tax-exempt status of the trust of which such Plan is a part if a Seller or an ERISA Affiliate fails to timely provide security to such Plan in accordance with the provisions of said Sections.
Appears in 1 contract
Samples: Master Repurchase Agreement (Rocket Companies, Inc.)
Financial Statements and Other Information; Financial Covenants. Sellers Seller shall deliver or cause to be delivered to Buyer:
(i) As soon as available and in any event within 45 forty-five (45) days after the end of each calendar month, the unaudited consolidated balance sheets sheet of Sellers and Guarantor and their its consolidated Subsidiaries as at the end of such month, the related unaudited consolidated statements of income and retained earnings and of cash flows stockholders’ equity for Sellers and Guarantor and their its consolidated Subsidiaries for such period and the portion of the fiscal year through the end of such period, and consolidated statements of liquidity of Sellers and Guarantor and their consolidated Subsidiaries as at the end of such period, setting forth in each case in comparative form the figures for the previous year, accompanied by a certificate of a Responsible Officer of Guarantor, which certificate shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Guarantor and its Subsidiaries in accordance with GAAP, consistently applied, as at the end of, and for, such month (subject to normal year-end audit adjustments), and consolidated statements of liquidity of Guarantor and its consolidated Subsidiaries as at the end of such period;
(ii) As soon as available and in any event within 45 sixty (60) days after the end of each of the first three quarterly fiscal periods of each fiscal year of Sellers and Guarantor, the unaudited consolidated balance sheets sheet of Sellers and Guarantor and their its consolidated Subsidiaries as at the end of such period and the related unaudited consolidated statements of income and retained earnings stockholders’ equity and of cash flows for Sellers and Guarantor and their its consolidated Subsidiaries for such period and the portion of the fiscal year through the end of such period, and consolidated statements of liquidity of Sellers and Guarantor and their consolidated Subsidiaries as at the end of such period, setting forth in each case in comparative form the figures for the previous year, accompanied by a certificate of a Responsible Officer of Guarantor, which certificate shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Guarantor and its Subsidiaries in accordance with GAAP, consistently applied, as at the end of, and for, such period (subject to normal year-end audit adjustments);, and consolidated statements of liquidity of Guarantor and its consolidated Subsidiaries as at the end of such period.
(iii) As soon as available and in any event within 90 one hundred (100) days after the end of each fiscal year of Guarantor, the audited consolidated balance sheets sheet of Sellers and Guarantor and their its consolidated Subsidiaries as at the end of such fiscal year and the related audited consolidated statements of income and retained earnings stockholders’ equity and of cash flows for Seller and Guarantor and their its consolidated Subsidiaries for such year, and consolidated statements of liquidity of Sellers and Guarantor and their consolidated Subsidiaries as at the end of such year, setting forth in each case in comparative form the figures for the previous year, accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall not be qualified as to scope of audit or going concern and shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Sellers and Guarantor and their its consolidated Subsidiaries at the end of, and for, such fiscal year in accordance with GAAP;, and consolidated statements of liquidity of Guarantor and its consolidated Subsidiaries as at the end of such period.
(iv) Together with each set of the financial statements delivered pursuant to clauses (i) through (iii) above, (1) (i) a Compliance Certificate compliance certification signed of by a Responsible Officer of the Guarantor in the form of Exhibit A-1 attached hereto and (ii) a compliance certification signed by a Responsible Officer of the Guarantor in the form of Exhibit A-2 attached hereto, and (2) a certificate of a Responsible Officer of Guarantor Seller to the effect that, to the best of such Responsible Officer’s knowledge, each Seller and Guarantor during such fiscal period or year has observed or performed all of its covenants and other agreements, and satisfied every material condition, contained in this Agreement and the other Program Documents to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate (and, if any Default or Event of Default has occurred and is continuing, describing the same in reasonable detail and describing the action such Seller or Guarantor, as applicable, has taken or proposes to take with respect thereto);
(v) Reserved;
(vi) From time to time such other information regarding the financial condition, operations, assets (including information regarding asset allocation, leverage, and liquidity) and such other information respecting the condition well being or operations (financial or otherwise), business of Sellers Seller or Guarantor as Buyer may reasonably request, within three (3) Business Days of such request;
(vii) Reserved;
(viii) Within eight fifteen (8) 15) days after the end of each month, (i) a report of all sales, repurchase and other transactions with respect to the Loans Participation Interests or any Loans owned by a Trust represented by a Purchased Certificatethe related Loans, (ii) a properly completed Loan Schedule with respect to each Purchased Loan and each Loan owned by a Trust represented by a Purchased CertificateParticipation Interest, (iii) servicing reports for the prior month, including static pool analyses, liquidity (cash and availability) and identification of any modifications to any Purchased Loans and Loans owned by a Trust represented by a Purchased CertificateLoans, (iv) servicing data feeds for the prior month detailing Loan level attributes; and (v) reports reflecting those Purchased Loans and Loans owned by that have a Trust represented by a Purchased Certificate that are expected to become real estate owned properties scheduled foreclosure date within sixty (60) days;
(viiiix) At least Within five (5) Business Days prior to the effectiveness of days after any proposed material amendment, modification or supplement to the any Trust DocumentServicing Agreement a certified, a fully executed copy of such amendment, modification or supplement;
(ixx) Promptly upon reasonable request by Buyer, information regarding assets held by Seller including information regarding asset allocation, leverage, liquidity and such other information respecting the condition or operations (financial or otherwise), of Seller;
(xi) As soon as reasonably possible, and in any event within fifteen (15) days after a Responsible Officer knows or has reason to believe, that any of the events or conditions specified below with respect to any Plan or Multiemployer Plan has occurred or exists, a statement signed by a senior financial officer of the Seller setting forth details respecting such event or condition and the action, if any, that the related Seller or its ERISA Affiliate proposes to take with respect thereto (and a copy of any report or notice required to be filed with or given to PBGC by the related Seller or an ERISA Affiliate with respect to such event or condition):
(A) any Reportable Event, or any request for a waiver under Section 412(c) of the Code for any Plan;
(B) the distribution under Section 4041(c) of ERISA of a notice of intent to terminate any Plan or any action taken by either Seller, Guarantor or an ERISA Affiliate to terminate any Plan;
(C) the institution by PBGC of proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by a Seller, Guarantor or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by PBGC with respect to such Multiemployer Plan;
(D) the complete or partial withdrawal from a Multiemployer Plan by Seller or any ERISA Affiliate that results in liability under Section 4201 or 4204 of ERISA (including the obligation to satisfy secondary liability as a result of a purchaser default) or the receipt by a Seller or any ERISA Affiliate of notice from a Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA or that it intends to terminate or has terminated under Section 4041A of ERISA;
(E) the institution of a proceeding by a fiduciary of any Multiemployer Plan against a Seller or any ERISA Affiliate to enforce Section 515 of ERISA, which proceeding is not dismissed within 30 days; and
(F) the adoption of an amendment to any Plan that, pursuant to Section 401(a)(29) of the Code, would result in the loss of tax-exempt status of the trust of which such Plan is a part if a Seller or an ERISA Affiliate fails to timely provide security to such Plan in accordance with the provisions of said Sections.
Appears in 1 contract
Financial Statements and Other Information; Financial Covenants. Sellers Seller shall deliver or cause to be delivered to Buyer:
(i) As soon as available and in any event within 45 forty-five (45) days after the end of each calendar monthof the first three quarterly fiscal periods of each fiscal year of Seller, a certification in the form of Exhibit A to the attention of Xxx Xxxxx Xxxxxxxxx, Telephone: (000) 000-0000, Facsimile: (000) 000-0000, together with the consolidated balance sheets of Sellers Seller and Guarantor and their its consolidated Subsidiaries as at the end of such month, period and the related unaudited consolidated statements of income and retained earnings and of cash flows for Sellers Seller and Guarantor and their the consolidated Subsidiaries of Seller for such period and the portion of the fiscal year through the end of such period, and consolidated statements of liquidity of Sellers and Guarantor and their consolidated Subsidiaries as at the end of such period, setting forth in each case in comparative form the figures for the previous year, accompanied by a certificate of a Responsible Officer of GuarantorSeller, which certificate shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Guarantor and its Subsidiaries in accordance with GAAP, consistently applied, as at the end of, and for, such month (subject to normal year-end audit adjustments);
(ii) As soon as available and in any event within 45 days after the end of each of the first three quarterly fiscal periods of each fiscal year of Sellers and Guarantor, the consolidated balance sheets of Sellers and Guarantor and their consolidated Subsidiaries as at the end of such period Seller and the related unaudited consolidated statements Subsidiaries of income and retained earnings and of cash flows for Sellers and Guarantor and their consolidated Subsidiaries for such period and the portion of the fiscal year through the end of such period, and consolidated statements of liquidity of Sellers and Guarantor and their consolidated Subsidiaries as at the end of such period, setting forth in each case in comparative form the figures for the previous year, accompanied by a certificate of a Responsible Officer of Guarantor, which certificate shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Guarantor and its Subsidiaries Seller in accordance with GAAP, consistently applied, as at the end of, and for, such period (subject to normal year-end audit adjustments);
(iiiii) As soon as available and in any event within 90 ninety (90) days after the end of each fiscal year of GuarantorSeller, a certification in the form of Exhibit A to the attention of Xxx Xxxxx Xxxxxxxxx, Telephone: (000) 000-0000, Facsimile: (000) 000-0000, together with the consolidated balance sheets of Sellers Seller and Guarantor and their its consolidated Subsidiaries as at the end of such fiscal year and the related consolidated statements of income and retained earnings and of cash flows for Seller and Guarantor and their its consolidated Subsidiaries for such year, and consolidated statements of liquidity of Sellers and Guarantor and their consolidated Subsidiaries as at the end of such year, setting forth in each case in comparative form the figures for the previous year, accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall not be qualified as to scope of audit or going concern and shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Sellers Seller and Guarantor and their its consolidated Subsidiaries at the end of, and for, such fiscal year in accordance with GAAP;
(iv) Together with each set of the financial statements delivered pursuant to clauses (i) through (iii) above, (1) a Compliance Certificate signed of a Responsible Officer of the Guarantor , and (2) a certificate of a Responsible Officer of Guarantor to the effect that, to the best of such Responsible Officer’s knowledge, each Seller and Guarantor during such fiscal period or year has observed or performed all of its covenants and other agreements, and satisfied every material condition, contained in this Agreement and the other Program Documents to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate (and, if any Default or Event of Default has occurred and is continuing, describing the same in reasonable detail and describing the action such Seller or Guarantor, as applicable, has taken or proposes to take with respect thereto);
(v) Reserved;
(vi) From time to time such other information regarding the financial condition, operations, assets (including information regarding asset allocation, leverage, and liquidity) and such other information respecting the condition or operations (financial or otherwise), business of Sellers or Guarantor Seller as Buyer may reasonably request, within three (3) Business Days of such request;
(vii) Within eight (8) days after the end of each month, (i) a report of all sales, repurchase and other transactions with respect to the Loans or any Loans owned by a Trust represented by a Purchased Certificate, (ii) a properly completed Loan Schedule with respect to each Purchased Loan and each Loan owned by a Trust represented by a Purchased Certificate, (iii) servicing reports for the prior month, including static pool analyses, liquidity (cash and availability) and identification of any modifications to any Purchased Loans and Loans owned by a Trust represented by a Purchased Certificate, (iv) servicing data feeds for the prior month detailing Loan level attributes; and (v) reports reflecting those Purchased Loans and Loans owned by a Trust represented by a Purchased Certificate that are expected to become real estate owned properties within sixty (60) days;
(viii) At least five (5) Business Days prior to the effectiveness of any proposed amendment, modification or supplement to the any Trust Document, a copy of such amendment, modification or supplement;
(ix) As soon as reasonably possible, and in any event within fifteen thirty (1530) days after a Responsible Officer knows knows, or with respect to any Plan or Multiemployer Plan to which Seller, or any Subsidiaries of Seller makes direct contributions, has reason to believe, that any of the events or conditions specified below with respect to any Plan or Multiemployer Plan has occurred or exists, a statement signed by a senior financial officer of the Seller setting forth details respecting such event or condition and the action, if any, that the related Seller or its ERISA Affiliate proposes to take with respect thereto (and a copy of any report or notice required to be filed with or given to PBGC by the related Seller or an ERISA Affiliate with respect to such event or condition):
a. any reportable event, as defined in Section 4043(c) of ERISA and the regulations issued thereunder, with respect to a Plan, as to which PBGC has not by regulation or otherwise waived the requirement of Section 4043(a) of ERISA that it be notified within thirty (A30) days of the occurrence of such event (provided that a failure to meet the minimum funding standard of Sections 412, 430, 431 and 432 of the Code or Sections 302-305 (inclusive) of ERISA, including, without limitation, the failure to make on or before its due date a required installment under any Reportable Eventsuch Section, or shall be a reportable event regardless of the issuance of any waivers in accordance with Section 412(c) of the Code); and any request for a waiver under Section 412(c) of the Code for any Plan;
(B) b. the distribution under Section 4041(c) of ERISA of a notice of intent to terminate any Plan or any action taken by either Seller, Guarantor Seller or an ERISA Affiliate to terminate any Plan;
(C) c. the institution by PBGC of proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by a Seller, Guarantor Seller or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by PBGC with respect to such Multiemployer Plan;
(D) d. the complete or partial withdrawal from a Multiemployer Plan by Seller or any ERISA Affiliate that results in liability under Section 4201 or 4204 of ERISA (including the obligation to satisfy secondary liability as a result of a purchaser default) or the receipt by a Seller or any ERISA Affiliate of notice from a Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA or that it intends to terminate or has terminated under Section 4041A of ERISA;
(E) e. the institution of a proceeding by a fiduciary of any Multiemployer Plan against a Seller or any ERISA Affiliate to enforce Section 515 of ERISA, which proceeding is not dismissed within 30 thirty (30) days; and
(F) f. the adoption of an amendment to any Plan that, pursuant to Section 401(a)(29) of the CodeCode or Section 307 of ERISA, would result in the loss of tax-exempt status of the trust of which such Plan is a part if a Seller or an ERISA Affiliate fails to timely provide security to such Plan in accordance with the provisions of said Sections.
Appears in 1 contract
Financial Statements and Other Information; Financial Covenants. Sellers Seller shall deliver or cause to be delivered to Buyer:
(i) As soon as available and in any event within 45 30 days after the end of each calendar month, the consolidated balance sheets of Sellers Seller and Guarantor and their its consolidated Subsidiaries as at the end of such month, the related unaudited consolidated statements of income and retained earnings and of cash flows for Sellers Seller and Guarantor and their its consolidated Subsidiaries for such period and the portion of the fiscal year through the end of such period, and consolidated statements of liquidity of Sellers Seller and Guarantor and their its consolidated Subsidiaries as at the end of such period, setting forth in each case in comparative form the figures for the previous year, accompanied by a certificate of a Responsible Officer of GuarantorSeller, which certificate shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Guarantor Seller and its Subsidiaries in accordance with GAAP, consistently applied, as at the end of, and for, such month (subject to normal year-end audit adjustments);
(ii) As soon as available and in any event within 45 days after the end of each of the first three quarterly fiscal periods of each fiscal year of Sellers and GuarantorSeller, the consolidated balance sheets of Sellers Seller and Guarantor and their its consolidated Subsidiaries as at the end of such period and the related unaudited consolidated statements of income and retained earnings and of cash flows for Sellers Seller and Guarantor and their its consolidated Subsidiaries for such period and the portion of the fiscal year through the end of such of period, and consolidated statements of liquidity of Sellers Seller and Guarantor and their its consolidated Subsidiaries as at the end of such period, setting forth in each case in comparative form the figures for the previous year, accompanied by a certificate of a Responsible Officer of GuarantorSeller, which certificate shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Guarantor Seller and its Subsidiaries in accordance with GAAP, consistently applied, as at the end of, and for, such period (subject to normal year-end audit adjustments);
(iii) As soon as available and in any event within 90 days after the end of each fiscal year of GuarantorSeller, the consolidated balance sheets of Sellers Seller and Guarantor and their its consolidated Subsidiaries as at the end of such fiscal year and the related consolidated statements of income and retained earnings and of cash flows for Seller and Guarantor and their its consolidated Subsidiaries for such year, and consolidated statements of liquidity of Sellers Seller and Guarantor and their its consolidated Subsidiaries as at the end of such year, setting forth in each case in comparative form the figures for the previous year, accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall not be qualified as to scope of audit or going concern and shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Sellers Seller and Guarantor and their its consolidated Subsidiaries at the end of, and for, such fiscal year in accordance with GAAP;
(iv) Together with each set of the financial statements delivered pursuant to clauses (i) through (iii) above, (1) a Compliance Certificate signed of a Responsible Officer of the Guarantor , and (2) a certificate of a Responsible Officer of Guarantor Seller in the form of Exhibit A attached hereto;
(v) From time to time at the request of Buyer, Seller shall provide Buyer with a paper copy produced by Seller’s internal mortgage tracking system reflecting that the Purchased Loans are registered in the name of Buyer within three (3) Business Days of such request;
(vi) From time to time such other information regarding the financial condition, operations, well being or business of Seller as Buyer may reasonably request (including but not limited to any information regarding any repurchase and indemnity requests or demands made upon Seller by any third party investors (including any Agency)), within one (1) Business Day of such request;
(vii) As soon as available, and in any event within five (5) days after the date on which any audit reports with respect to Seller or its subsidiaries are required to be delivered to HUD or any Agency, copies of any such reports, performed and delivered in compliance with all requirements of HUD or such Agency and accompanied by an opinion thereon of an independent certified public accountant;
(a) As soon as available, and in any event within five (5) days after the date on which any appraisals, evaluations or broker’s price opinions are completed with respect to Seller’s servicing portfolio, copies of any such appraisals, evaluation reports or broker’s price opinions and (b) promptly at the end of each quarterly fiscal period of each fiscal year, any valuation report regarding Seller’s servicing portfolio conducted by a nationally recognized valuation provider reasonably acceptable to Buyer;
(ix) Promptly after receipt by Seller of a request from Buyer, any loan level information requested by Buyer with respect to mortgage loans held on the books of Seller (including but not limited to all mortgage loans “held for investment” by Seller);
(x) Promptly after receipt by Seller of a request from Buyer, Seller shall provide copies of its latest Quality Control Program reports and all responses made by the management of Seller to address any issues, risks, vulnerabilities or adverse findings contained in such Quality Control Program.
(xi) As soon as reasonably possible, and in any event within fifteen (15) days after a Responsible Officer knows or has reason to believe, that any of the events or conditions specified below with respect to any Plan or Multiemployer Plan has occurred or exists, a statement signed by a senior financial officer of Seller setting forth details respecting such event or condition and the action, if any, that Seller or its ERISA Affiliate proposes to take with respect thereto (and a copy of any report or notice required to be filed with or given to PBGC by Seller or an ERISA Affiliate with respect to such event or condition):
(A) any Reportable Event, or any request for a waiver under Section 412(c) of the Code for any Plan;
(B) the distribution under Section 4041(c) of ERISA of a notice of intent to terminate any Plan or any action taken by Seller or an ERISA Affiliate to terminate any Plan;
(C) the institution by PBGC of proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by Seller or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by PBGC with respect to such Multiemployer Plan;
(D) the complete or partial withdrawal from a Multiemployer Plan by Seller or any ERISA Affiliate that results in liability under Section 4201 or 4204 of ERISA (including the obligation to satisfy secondary liability as a result of a purchaser default) or the receipt by Seller or any ERISA Affiliate of notice from a Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA or that it intends to terminate or has terminated under Section 4041A of ERISA;
(E) the institution of a proceeding by a fiduciary of any Multiemployer Plan against Seller or any ERISA Affiliate to enforce Section 515 of ERISA, which proceeding is not dismissed within 30 days; and
(F) the adoption of an amendment to any Plan that, pursuant to Section 401(a)(29) of the Code, would result in the loss of tax-exempt status of the trust of which such Plan is a part if Seller or an ERISA Affiliate fails to timely provide security to such Plan in accordance with the provisions of said Sections. Seller will furnish to Buyer, at the time it furnishes each set of financial statements pursuant to paragraph (ii) above, a certificate of a Responsible Officer of Seller to the effect that, to the best of such Responsible Officer’s knowledge, each Seller and Guarantor during such fiscal period or year has observed or performed all of its covenants and other agreements, and satisfied every material condition, contained in this Agreement and the other Program Documents to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate (and, if any Default or Event of Default has occurred and is continuing, describing the same in reasonable detail and describing the action such Seller or Guarantor, as applicable, has taken or proposes to take with respect thereto);
(v) Reserved;
(vi) From time to time such other information regarding the financial condition, operations, assets (including information regarding asset allocation, leverage, and liquidity) and such other information respecting the condition or operations (financial or otherwise), of Sellers or Guarantor as Buyer may reasonably request, within three (3) Business Days of such request;
(vii) Within eight (8) days after the end of each month, (i) a report of all sales, repurchase and other transactions with respect to the Loans or any Loans owned by a Trust represented by a Purchased Certificate, (ii) a properly completed Loan Schedule with respect to each Purchased Loan and each Loan owned by a Trust represented by a Purchased Certificate, (iii) servicing reports for the prior month, including static pool analyses, liquidity (cash and availability) and identification of any modifications to any Purchased Loans and Loans owned by a Trust represented by a Purchased Certificate, (iv) servicing data feeds for the prior month detailing Loan level attributes; and (v) reports reflecting those Purchased Loans and Loans owned by a Trust represented by a Purchased Certificate that are expected to become real estate owned properties within sixty (60) days;
(viii) At least five (5) Business Days prior to the effectiveness of any proposed amendment, modification or supplement to the any Trust Document, a copy of such amendment, modification or supplement;
(ix) As soon as reasonably possible, and in any event within fifteen (15) days after a Responsible Officer knows or has reason to believe, that any of the events or conditions specified below with respect to any Plan or Multiemployer Plan has occurred or exists, a statement signed by a senior financial officer of the Seller setting forth details respecting such event or condition and the action, if any, that the related Seller or its ERISA Affiliate proposes to take with respect thereto (and a copy of any report or notice required to be filed with or given to PBGC by the related Seller or an ERISA Affiliate with respect to such event or condition):
(A) any Reportable Event, or any request for a waiver under Section 412(c) of the Code for any Plan;
(B) the distribution under Section 4041(c) of ERISA of a notice of intent to terminate any Plan or any action taken by either Seller, Guarantor or an ERISA Affiliate to terminate any Plan;
(C) the institution by PBGC of proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by a Seller, Guarantor or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by PBGC with respect to such Multiemployer Plan;
(D) the complete or partial withdrawal from a Multiemployer Plan by Seller or any ERISA Affiliate that results in liability under Section 4201 or 4204 of ERISA (including the obligation to satisfy secondary liability as a result of a purchaser default) or the receipt by a Seller or any ERISA Affiliate of notice from a Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA or that it intends to terminate or has terminated under Section 4041A of ERISA;
(E) the institution of a proceeding by a fiduciary of any Multiemployer Plan against a Seller or any ERISA Affiliate to enforce Section 515 of ERISA, which proceeding is not dismissed within 30 days; and
(F) the adoption of an amendment to any Plan that, pursuant to Section 401(a)(29) of the Code, would result in the loss of tax-exempt status of the trust of which such Plan is a part if a Seller or an ERISA Affiliate fails to timely provide security to such Plan in accordance with the provisions of said Sections.
Appears in 1 contract
Financial Statements and Other Information; Financial Covenants. Sellers Subject to the provisions of Section 4041 hereof, Seller shall deliver or cause to be delivered to Buyer:
(i) As soon as available and in any event within 45 forty-five (45) days after the end of each calendar monthof the first three quarterly fiscal periods of each fiscal year of the Seller, a certification in the form of Exhibit A attached hereto via electronic mail to XxxxxxXxxxxxxxxxxX0@xxxxxxxx.xxx, XXXxxxXxxxxxxxx@xxxxxxxx.xxx and XXXXXxxxxxx@xxxxxxxxxxxxxxx.xxx together with the unaudited consolidated balance sheets sheet of Sellers the Seller and Guarantor and their its consolidated Subsidiaries as at the end of such month, period and the related unaudited consolidated statements of income and retained earnings income, and of cash flows for Sellers the Seller and Guarantor and their its consolidated Subsidiaries for such period and the portion of the fiscal year through the end of such period, and consolidated statements of liquidity of Sellers and Guarantor and their consolidated Subsidiaries as at the end of such period, setting forth in each case in comparative form the figures for the previous year, accompanied by a certificate of a Responsible Officer of GuarantorSeller, which certificate shall state that said consolidated financial statements fairly present in all material respects the consolidated financial condition and results of operations of Guarantor the Seller and its Subsidiaries in accordance with GAAP, consistently applied, as at the end of, and for, such month (subject to normal year-end audit adjustments);
(ii) As soon as available and in any event within 45 days after the end of each of the first three quarterly fiscal periods of each fiscal year of Sellers and Guarantor, the consolidated balance sheets of Sellers and Guarantor and their consolidated Subsidiaries as at the end of such period and the related unaudited consolidated statements of income and retained earnings and of cash flows for Sellers and Guarantor and their consolidated Subsidiaries for such period and the portion of the fiscal year through the end of such period, and consolidated statements of liquidity of Sellers and Guarantor and their consolidated Subsidiaries as at the end of such period, setting forth in each case in comparative form the figures for the previous year, accompanied by a certificate of a Responsible Officer of Guarantor, which certificate shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Guarantor and its Subsidiaries in accordance with GAAP, consistently applied, as at the end of, and for, such period (subject to normal year-end audit adjustmentsadjustments and the absence of footnotes);
(iiiii) As soon as available and in any event within 90 ninety (90) days after the end of each fiscal year of Guarantorthe Seller, the consolidated balance sheets sheet of Sellers the Seller and Guarantor and their its consolidated Subsidiaries as at the end of such fiscal year and the related consolidated statements of income and retained earnings and of cash flows for the Seller and Guarantor and their its consolidated Subsidiaries for such year, year and consolidated statements of liquidity of Sellers and Guarantor and their consolidated Subsidiaries as at the end of such yearincluding all footnotes thereto, setting forth in each case in comparative form the figures for the previous year, accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall not be qualified as to scope of audit or going concern and shall state that said consolidated financial statements fairly present in all material respects the consolidated financial condition and results of operations of Sellers the Seller and Guarantor and their its consolidated Subsidiaries at the end of, and for, such fiscal year in accordance with GAAP;
(iii) From time to time, copies of all documentation in connection with the underwriting and origination of any Purchased Asset (other than a Purchased Asset that is an Agency Eligible Loan) that evidences compliance with the QM Rule or the Ability to Repay Rule, as applicable, including without limitation all necessary third-party records that demonstrate such compliance, in each case as Buyer may reasonably request; provided that (A) any such request shall be made in writing and shall provide the Seller at least ten (10) Business Days to provide such requested information, and (B) if the Seller objects to the provision to Buyer of any such requested information, Buyer and the Seller shall work in good faith to resolve any such objection;
(iv) Together with Promptly, from time to time, such other information regarding the business affairs, operations and financial condition of Seller as Buyer may reasonably request; The Seller will furnish to Buyer, at the time it furnishes each set of the financial statements delivered pursuant to clauses paragraphs (i) through or (iiiii) above, (1) a Compliance Certificate signed of a Responsible Officer of the Guarantor , and (2A) a certificate of a Responsible Officer of Guarantor to Seller on behalf of Seller on its internal quality control program that evaluates and monitors, on a regular basis, the effect overall quality of its loan origination and servicing activities and that: ensures that the loans are serviced in accordance with accepted servicing practices; guards against dishonest, fraudulent, or negligent acts; and guards against errors and omissions by officers, employees, or other authorized persons and (B) a certificate of a Responsible Officer of Seller on behalf of Seller in the form of Exhibit A hereto (each a “Compliance Certificate”) stating that, to the best of such Responsible Officer’s knowledge, each as of the last day of the fiscal quarter or fiscal year for which financial statements are being provided with such certification, Seller is in compliance in all material respects with all provisions and Guarantor during such fiscal period or year has observed or performed all terms of its covenants and other agreements, and satisfied every material condition, contained in this Agreement and the other Program Documents to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default has occurred under this Agreement which has not previously been waived, except as specified in such certificate (and, if any Default or Event of Default has occurred and is continuing, describing the same in reasonable detail and describing the action such Seller or Guarantor, as applicable, has taken or proposes to take with respect thereto);
(v) Reserved;
(vi) From time to time such other information regarding the financial condition, operations, assets (including information regarding asset allocation, leverage, and liquidity) and such other information respecting the condition or operations (financial or otherwise), of Sellers or Guarantor as Buyer may reasonably request, within three (3) Business Days of such request;
(vii) Within eight (8) days after the end of each month, (i) a report of all sales, repurchase and other transactions with respect to the Loans or any Loans owned by a Trust represented by a Purchased Certificate, (ii) a properly completed Loan Schedule with respect to each Purchased Loan and each Loan owned by a Trust represented by a Purchased Certificate, (iii) servicing reports for the prior month, including static pool analyses, liquidity (cash and availability) and identification of any modifications to any Purchased Loans and Loans owned by a Trust represented by a Purchased Certificate, (iv) servicing data feeds for the prior month detailing Loan level attributes; and (v) reports reflecting those Purchased Loans and Loans owned by a Trust represented by a Purchased Certificate that are expected to become real estate owned properties within sixty (60) days;
(viii) At least five (5) Business Days prior to the effectiveness of any proposed amendment, modification or supplement to the any Trust Document, a copy of such amendment, modification or supplement;
(ix) As soon as reasonably possible, and in any event within fifteen (15) days after a Responsible Officer knows or has reason to believe, that any of the events or conditions specified below with respect to any Plan or Multiemployer Plan has occurred or exists, a statement signed by a senior financial officer of the Seller setting forth details respecting such event or condition and the action, if any, that the related Seller or its ERISA Affiliate proposes to take with respect thereto (and a copy of any report or notice required to be filed with or given to PBGC by the related Seller or an ERISA Affiliate with respect to such event or condition):
(A) any Reportable Event, or any request for a waiver under Section 412(c) of the Code for any Plan;
(B) the distribution under Section 4041(c) of ERISA of a notice of intent to terminate any Plan or any action taken by either Seller, Guarantor or an ERISA Affiliate to terminate any Plan;
(C) the institution by PBGC of proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by a Seller, Guarantor or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by PBGC with respect to such Multiemployer Plan;
(D) the complete or partial withdrawal from a Multiemployer Plan by Seller or any ERISA Affiliate that results in liability under Section 4201 or 4204 of ERISA (including the obligation to satisfy secondary liability as a result of a purchaser default) or the receipt by a Seller or any ERISA Affiliate of notice from a Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA or that it intends to terminate or has terminated under Section 4041A of ERISA;
(E) the institution of a proceeding by a fiduciary of any Multiemployer Plan against a Seller or any ERISA Affiliate to enforce Section 515 of ERISA, which proceeding is not dismissed within 30 days; and
(F) the adoption of an amendment to any Plan that, pursuant to Section 401(a)(29) of the Code, would result in the loss of tax-exempt status of the trust of which such Plan is a part if a Seller or an ERISA Affiliate fails to timely provide security to such Plan in accordance with the provisions of said Sections.
Appears in 1 contract
Samples: Master Repurchase Agreement (Rocket Companies, Inc.)
Financial Statements and Other Information; Financial Covenants. Sellers Subject to the provisions of Section 41 hereof, Seller shall deliver or cause to be delivered to Buyer:
(i) As soon as available and in any event within 45 forty-five (45) days after the end of each calendar month, a certification in the form of Exhibit A attached hereto to the attention of Xxxxxxx X. Xxxxxxx, 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, XX 00000, Telephone: (000) 000-0000, Email: xxxxxxx.xxxxxxx@xxx.xxx together with the unaudited consolidated balance sheets sheet of Sellers the Seller and Guarantor and their its consolidated Subsidiaries as at the end of such month, period and the related unaudited consolidated statements of income and retained earnings income, and of cash flows for Sellers the Seller and Guarantor and their its consolidated Subsidiaries for such period and the portion of the fiscal year through the end of such period, and consolidated statements of liquidity of Sellers and Guarantor and their consolidated Subsidiaries as at the end of such period, setting forth in each case in comparative form the figures for the previous yearyear and including all footnotes thereto, accompanied by a certificate of a Responsible Officer of GuarantorSeller, which certificate shall state that said consolidated financial statements fairly present in all material respects the consolidated financial condition and results of operations of Guarantor the Seller and its Subsidiaries in accordance with GAAP, consistently applied, as at the end of, and for, such month (subject to normal year-end audit adjustments);
(ii) As soon as available and in any event within 45 days after the end of each of the first three quarterly fiscal periods of each fiscal year of Sellers and Guarantor, the consolidated balance sheets of Sellers and Guarantor and their consolidated Subsidiaries as at the end of such period and the related unaudited consolidated statements of income and retained earnings and of cash flows for Sellers and Guarantor and their consolidated Subsidiaries for such period and the portion of the fiscal year through the end of such period, and consolidated statements of liquidity of Sellers and Guarantor and their consolidated Subsidiaries as at the end of such period, setting forth in each case in comparative form the figures for the previous year, accompanied by a certificate of a Responsible Officer of Guarantor, which certificate shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Guarantor and its Subsidiaries in accordance with GAAP, consistently applied, as at the end of, and for, such period (subject to normal year-end audit adjustmentsadjustments and the absence of footnotes);
(iiiii) As soon as available and in any event within 90 ninety (90) days after the end of each fiscal year of Guarantorthe Seller, the consolidated balance sheets sheet of Sellers the Seller and Guarantor and their its consolidated Subsidiaries as at the end of such fiscal year and the related consolidated statements of income and retained earnings and of cash flows for the Seller and Guarantor and their its consolidated Subsidiaries for such year, and consolidated statements of liquidity of Sellers and Guarantor and their consolidated Subsidiaries as at the end of such year, setting forth in each case in comparative form the figures for the previous yearyear and including all footnotes thereto, accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall not be qualified as to scope of audit or going concern and shall state that said consolidated financial statements fairly present in all material respects the consolidated financial condition and results of operations of Sellers the Seller and Guarantor and their its consolidated Subsidiaries at the end of, and for, such fiscal year in accordance with GAAP;
(iii) From time to time, copies of all documentation in connection with the underwriting and origination of any Purchased Asset (other than a Purchased Asset that is an Agency Eligible Loan) that evidences compliance with the QM Rule or the Ability to Repay Rule, as applicable, including without limitation all necessary third-party records that demonstrate such compliance, in each case as Buyer may reasonably request; provided that (A) any such request shall be made in writing and shall provide the Seller at least ten (10) Business Days to provide such requested information, and (B) if the Seller objects to the provision to Buyer of any such requested information, Buyer and the Seller shall work in good faith to resolve any such objection; and
(iv) Together with Promptly, from time to time, such other information regarding the business affairs, operations and financial condition of Seller as Buyer may reasonably request. The Seller will furnish to Buyer, (x) at the time it furnishes each set of the financial statements delivered pursuant to clauses paragraphs (i) through or (iiiii) above, (1) a Compliance Certificate signed of a Responsible Officer of the Guarantor , and (2) a certificate of a Responsible Officer of Guarantor to Seller on behalf of Seller in the effect form of Exhibit A hereto (each a “Compliance Certificate”) stating that, to the best of such Responsible Officer’s knowledge, each as of the last day of the fiscal quarter or fiscal year for which financial statements are being provided with such certification, Seller is in compliance in all material respects with all provisions and Guarantor during such fiscal period or year has observed or performed all terms of its covenants and other agreements, and satisfied every material condition, contained in this Agreement and the other Program Documents to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default has occurred under this Agreement which has not previously been waived, except as specified in such certificate (and, if any Default or Event of Default has occurred and is continuing, describing the same in reasonable detail and describing the action such Seller or Guarantor, as applicable, has taken or proposes to take with respect thereto);
(v) Reserved;
(vi) From time to time such other information regarding the financial condition, operations, assets (including information regarding asset allocation, leverage, and liquidity) and such other information respecting (y) at the condition or operations (time it furnishes the set of financial or otherwise), of Sellers or Guarantor as Buyer may reasonably request, within three (3) Business Days of such request;
(vii) Within eight (8) days after the end of each month, (i) a report of all sales, repurchase and other transactions with respect statements pursuant to the Loans or any Loans owned by a Trust represented by a Purchased Certificate, paragraphs (ii) above, its most recent report on its internal quality control program that evaluates and monitors, on a properly completed Loan Schedule with respect to each Purchased Loan regular basis, the overall quality of its loan origination and each Loan owned by a Trust represented by a Purchased Certificate, (iii) servicing reports for the prior month, including static pool analyses, liquidity (cash activities and availability) and identification of any modifications to any Purchased Loans and Loans owned by a Trust represented by a Purchased Certificate, (iv) servicing data feeds for the prior month detailing Loan level attributes; and (v) reports reflecting those Purchased Loans and Loans owned by a Trust represented by a Purchased Certificate that are expected to become real estate owned properties within sixty (60) days;
(viii) At least five (5) Business Days prior to the effectiveness of any proposed amendment, modification or supplement to the any Trust Document, a copy of such amendment, modification or supplement;
(ix) As soon as reasonably possible, and in any event within fifteen (15) days after a Responsible Officer knows or has reason to believe, that any of the events or conditions specified below with respect to any Plan or Multiemployer Plan has occurred or exists, a statement signed by a senior financial officer of the Seller setting forth details respecting such event or condition and the action, if any, that: ensures that the related Seller or its ERISA Affiliate proposes to take with respect thereto (and a copy of any report or notice required to be filed with or given to PBGC by the related Seller or an ERISA Affiliate with respect to such event or condition):
(A) any Reportable Event, or any request for a waiver under Section 412(c) of the Code for any Plan;
(B) the distribution under Section 4041(c) of ERISA of a notice of intent to terminate any Plan or any action taken by either Seller, Guarantor or an ERISA Affiliate to terminate any Plan;
(C) the institution by PBGC of proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by a Seller, Guarantor or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by PBGC with respect to such Multiemployer Plan;
(D) the complete or partial withdrawal from a Multiemployer Plan by Seller or any ERISA Affiliate that results in liability under Section 4201 or 4204 of ERISA (including the obligation to satisfy secondary liability as a result of a purchaser default) or the receipt by a Seller or any ERISA Affiliate of notice from a Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA or that it intends to terminate or has terminated under Section 4041A of ERISA;
(E) the institution of a proceeding by a fiduciary of any Multiemployer Plan against a Seller or any ERISA Affiliate to enforce Section 515 of ERISA, which proceeding is not dismissed within 30 days; and
(F) the adoption of an amendment to any Plan that, pursuant to Section 401(a)(29) of the Code, would result in the loss of tax-exempt status of the trust of which such Plan is a part if a Seller or an ERISA Affiliate fails to timely provide security to such Plan loans are serviced in accordance with the provisions of said SectionsAccepted Servicing Practices; guards against dishonest, fraudulent, or negligent acts; and guards against errors and omissions by officers, employees, or other authorized persons.
Appears in 1 contract
Samples: Master Repurchase Agreement (Rocket Companies, Inc.)
Financial Statements and Other Information; Financial Covenants. Sellers shall deliver or cause to be delivered to the Buyer:
(i) As soon as available and in any event within 45 30 days after the end of each calendar monththe first two months of any quarterly fiscal period, the consolidated balance sheets of Sellers the Seller and Guarantor and their each of the consolidated Subsidiaries of the Seller as at the end of such month, month and the related unaudited consolidated statements of income and retained earnings and of cash flows for Sellers the Seller and Guarantor and their the consolidated Subsidiaries of Seller for such period month and the portion of the fiscal year through the end of such period, and consolidated statements of liquidity of Sellers and Guarantor and their consolidated Subsidiaries as at the end of such period, setting forth in each case in comparative form the figures for the previous year, accompanied by a certificate of a Responsible Officer of Guarantor, which certificate shall state that said month. Such consolidated financial statements shall fairly present the consolidated financial condition and results of operations of Guarantor the Seller and its Subsidiaries in accordance with GAAP, consistently applied, as at the end of, and for, such month (subject to normal year-end audit adjustments);
(ii) As soon as available and in any event within 45 days after the end of each of the first three quarterly fiscal periods of each fiscal year of Sellers and Guarantorthe Seller, a certification in the form of Exhibit A together with the consolidated balance sheets of Sellers the Seller and Guarantor and their its consolidated Subsidiaries as at the end of such period and the related unaudited consolidated statements of income and retained earnings and of cash flows for Sellers the Seller and Guarantor and their the consolidated Subsidiaries of Seller for such period and the portion of the fiscal year through the end of such period, and consolidated statements of liquidity of Sellers and Guarantor and their consolidated Subsidiaries as at the end of such period, setting forth in each case in comparative form the figures for the previous year, accompanied by a certificate of a Responsible Officer of Guarantorthe Seller, which certificate shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Guarantor the Seller and its the Subsidiaries of the Seller in accordance with GAAP, consistently applied, as at the end of, and for, such period (subject to normal year-end audit adjustments);
(iii) As soon as available and in any event within 90 days after the end of each fiscal year of Guarantorthe Seller, the consolidated balance sheets of Sellers the Seller and Guarantor and their its consolidated Subsidiaries as at the end of such fiscal year and the related consolidated statements of income and retained earnings and of cash flows for the Seller and Guarantor and their its consolidated Subsidiaries for such year, and consolidated statements of liquidity of Sellers and Guarantor and their consolidated Subsidiaries as at the end of such year, setting forth in each case in comparative form the figures for the previous year, accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall not be qualified as to scope of audit or going concern and shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Sellers the Seller and Guarantor and their its consolidated Subsidiaries at the end of, and for, such fiscal year in accordance with GAAP, and a certificate of such accountants stating that, in making the examination necessary for their opinion, they obtained no knowledge, except as specifically stated, of any Default or Event of Default;
(iv) Together From time to time such other information regarding the financial condition, operations, or business of the Seller as the Buyer may reasonably request; and
(v) As soon as reasonably possible, and in any event within thirty (30) days after a Responsible Officer knows, or with respect to any Plan or Multiemployer Plan to which the Seller, or any Subsidiaries of the Seller makes direct contributions, has reason to believe, that any of the events or conditions specified below with respect to any Plan or Multiemployer Plan has occurred or exists, a statement signed by a senior financial officer of the Seller setting forth details respecting such event or condition and the action, if any, that the Seller or its ERISA Affiliate proposes to take with respect thereto (and a copy of any report or notice required to be filed with or given to PBGC by the Seller or an ERISA Affiliate with respect to such event or condition):
a. any reportable event, as defined in Section 4043(b) of ERISA and the regulations issued thereunder, with respect to a Plan, as to which PBGC has not by regulation or otherwise waived the requirement of Section 4043(a) of ERISA that it be notified within thirty (30) days of the occurrence of such event (provided that a failure to meet the minimum funding standard of Section 412 of the Code or Section 302 of ERISA, including, without limitation, the failure to make on or before its due date a required installment under Section 412(m) of the Code or Section 302(e) of ERISA, shall be a reportable event regardless of the issuance of any waivers in accordance with Section 412(d) of the Code); and any request for a waiver under Section 412(d) of the Code for any Plan;
b. the distribution under Section 4041(c) of ERISA of a notice of intent to terminate any Plan or any action taken by the Seller or an ERISA Affiliate to terminate any Plan;
c. the institution by PBGC of proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Seller or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by PBGC with respect to such Multiemployer Plan;
d. the complete or partial withdrawal from a Multiemployer Plan by the Seller or any ERISA Affiliate that results in liability under Section 4201 or 4204 of ERISA (including the obligation to satisfy secondary liability as a result of a purchaser default) or the receipt by the Seller or any ERISA Affiliate of notice from a Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA or that it intends to terminate or has terminated under Section 4041A of ERISA;
e. the institution of a proceeding by a fiduciary of any Multiemployer Plan against the Seller or any ERISA Affiliate to enforce Section 515 of ERISA, which proceeding is not dismissed within 30 days; and
f. the adoption of an amendment to any Plan that, pursuant to Section 401(a)(29) of the Code or Section 307 of ERISA, would result in the loss of tax-exempt status of the trust of which such Plan is a part if the Seller or an ERISA Affiliate fails to timely provide security to such Plan in accordance with the provisions of said Sections. The Seller will furnish to the Buyer, at the time it furnishes each set of the financial statements delivered pursuant to clauses paragraphs (i) through (iiia)(ii-v) above, (1) a Compliance Certificate signed of a Responsible Officer of the Guarantor , and (2) a certificate of a Responsible Officer of Guarantor the Seller to the effect that, to the best of such Responsible Officer’s knowledge, each the Seller and Guarantor during such fiscal period or year has observed or performed all of its covenants and other agreements, and satisfied every material condition, contained in this Agreement and the other Program Documents to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate (and, if any Default or Event of Default has occurred and is continuing, describing the same in reasonable detail and describing the action such the Seller or Guarantor, as applicable, has taken or proposes to take with respect thereto);
(v) Reserved;
(vi) From time to time such other information regarding the financial condition, operations, assets (including information regarding asset allocation, leverage, and liquidity) and such other information respecting the condition or operations (financial or otherwise), of Sellers or Guarantor as Buyer may reasonably request, within three (3) Business Days of such request;
(vii) Within eight (8) days after the end of each month, (i) a report of all sales, repurchase and other transactions with respect to the Loans or any Loans owned by a Trust represented by a Purchased Certificate, (ii) a properly completed Loan Schedule with respect to each Purchased Loan and each Loan owned by a Trust represented by a Purchased Certificate, (iii) servicing reports for the prior month, including static pool analyses, liquidity (cash and availability) and identification of any modifications to any Purchased Loans and Loans owned by a Trust represented by a Purchased Certificate, (iv) servicing data feeds for the prior month detailing Loan level attributes; and (v) reports reflecting those Purchased Loans and Loans owned by a Trust represented by a Purchased Certificate that are expected to become real estate owned properties within sixty (60) days;
(viii) At least five (5) Business Days prior to the effectiveness of any proposed amendment, modification or supplement to the any Trust Document, a copy of such amendment, modification or supplement;
(ix) As soon as reasonably possible, and in any event within fifteen (15) days after a Responsible Officer knows or has reason to believe, that any of the events or conditions specified below with respect to any Plan or Multiemployer Plan has occurred or exists, a statement signed by a senior financial officer of the Seller setting forth details respecting such event or condition and the action, if any, that the related Seller or its ERISA Affiliate proposes to take with respect thereto (and a copy of any report or notice required to be filed with or given to PBGC by the related Seller or an ERISA Affiliate with respect to such event or condition):
(A) any Reportable Event, or any request for a waiver under Section 412(c) of the Code for any Plan;
(B) the distribution under Section 4041(c) of ERISA of a notice of intent to terminate any Plan or any action taken by either Seller, Guarantor or an ERISA Affiliate to terminate any Plan;
(C) the institution by PBGC of proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by a Seller, Guarantor or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by PBGC with respect to such Multiemployer Plan;
(D) the complete or partial withdrawal from a Multiemployer Plan by Seller or any ERISA Affiliate that results in liability under Section 4201 or 4204 of ERISA (including the obligation to satisfy secondary liability as a result of a purchaser default) or the receipt by a Seller or any ERISA Affiliate of notice from a Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA or that it intends to terminate or has terminated under Section 4041A of ERISA;
(E) the institution of a proceeding by a fiduciary of any Multiemployer Plan against a Seller or any ERISA Affiliate to enforce Section 515 of ERISA, which proceeding is not dismissed within 30 days; and
(F) the adoption of an amendment to any Plan that, pursuant to Section 401(a)(29) of the Code, would result in the loss of tax-exempt status of the trust of which such Plan is a part if a Seller or an ERISA Affiliate fails to timely provide security to such Plan in accordance with the provisions of said Sections.
Appears in 1 contract
Samples: Master Repurchase Agreement (Aames Investment Corp)
Financial Statements and Other Information; Financial Covenants. Sellers Seller shall deliver or cause to be delivered to Buyer:
(i) As soon as available and in any event within 45 days after no later than the end last calendar day of each the next calendar monthmonth (unless otherwise specified in this Section 13(a)(i)), the consolidated balance sheets of Sellers Seller and Guarantor and their its consolidated Subsidiaries as at of the end of such the immediately preceding month, the related unaudited consolidated statements of income and retained earnings and of cash flows for Sellers Seller and Guarantor and their its consolidated Subsidiaries for such period and the portion of the fiscal year through the end of such period, and consolidated statements of liquidity of Sellers Seller and Guarantor and their its consolidated Subsidiaries as at the end of such periodperiod (if requested by Buyer and within five (5) Business Days of such request), setting forth in each case in comparative form the figures for the previous year, accompanied by a certificate of a Responsible Officer of GuarantorSeller, which certificate shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Guarantor Seller and its Subsidiaries in accordance with GAAP, consistently applied, as at the end of, and for, such month period (subject to normal year-end audit adjustments);
(ii) As Unless the information is otherwise provided to Buyer as part of the documents delivered pursuant to Section 13(a)(i), as soon as available and in any event within 45 days after the end of each of the first three quarterly fiscal periods of each fiscal year of Sellers and GuarantorSeller, the consolidated balance sheets of Sellers Seller and Guarantor and their its consolidated Subsidiaries as at the end of such period and the related unaudited consolidated statements of income and retained earnings and of cash flows for Sellers Seller and Guarantor and their its consolidated Subsidiaries for such period and the portion of the fiscal year through the end of such period, and consolidated statements of liquidity of Sellers Seller and Guarantor and their its consolidated Subsidiaries as at the end of such period, setting forth in each case in comparative form the figures for the previous year, accompanied by a certificate of a Responsible Officer of GuarantorSeller, which certificate shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Guarantor Seller and its Subsidiaries in accordance with GAAP, consistently applied, as at the end of, and for, such period (subject to normal year-end audit adjustments);
(iii) As soon as available and in any event within 90 days after no later than March 31st of the end of each fiscal year of GuarantorSeller, the consolidated balance sheets of Sellers Seller and Guarantor and their its consolidated Subsidiaries as at of the end of such the prior fiscal year and the related consolidated statements of income and retained earnings and of cash flows for Seller and Guarantor and their its consolidated Subsidiaries for such year, and consolidated statements of liquidity of Sellers Seller and Guarantor and their its consolidated Subsidiaries as at the end of such year, setting forth in each case in comparative form the figures for the previous year, accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall not be qualified as to scope of audit or going concern and shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Sellers Seller and Guarantor and their its consolidated Subsidiaries at the end of, and for, such fiscal year in accordance with GAAP;
(iv) Together with each set of the financial statements delivered pursuant to clauses (i) through (iii) above, (1) a Compliance Certificate Certification signed of by a Responsible Officer of Seller, in the Guarantor form of Exhibit A attached hereto;
(v) From time to time at the request of Buyer, Seller shall provide Buyer with a paper copy produced by Seller’s internal mortgage tracking system reflecting that the Purchased Loans are registered in the name of Buyer within three (3) Business Days of such request;
(vi) From time to time such other information regarding the financial condition, operations, well being or business of Seller as Buyer may reasonably request (including but not limited to any information regarding any repurchase and indemnity requests or demands made upon Seller by any third party investors (including any Agency)), within one (1) Business Day of such request;
(vii) As soon as available, and in any event within five (25) days after the date on which any non-routine audit reports with respect to Seller or its subsidiaries are required to be delivered to HUD or any Agency, copies of any such non-routine reports, performed and delivered in compliance with all requirements of HUD or such Agency and accompanied by an opinion thereon of an independent certified public accountant;
(a) As soon as available, and in any event within five (5) days after the date on which any non-routine appraisals, evaluations or broker’s price opinions are completed with respect to Seller’s or Servicer’s servicing portfolio, copies of any such non-routine appraisals, evaluation reports or broker’s price opinions and (b) promptly at the end of each quarterly fiscal period of each fiscal year, any valuation report regarding Seller’s and Servicer’s servicing portfolio conducted by a nationally recognized valuation provider reasonably acceptable to Buyer;
(ix) Promptly after receipt by Seller of a request from Buyer, any loan level information requested by Buyer with respect to mortgage loans held on the books of Seller (including but not limited to all mortgage loans “held for investment” by Seller);
(x) Within five (5) Business Days after receipt by Seller of a request from Buyer, Seller shall provide copies of its latest Quality Control Program reports and all responses made by the management of Seller to address any issues, risks, vulnerabilities or adverse findings contained in such Quality Control Program.
(xi) As soon as reasonably possible, and in any event within fifteen (15) days after a Responsible Officer knows or has reason to believe, with respect to any Plan or Multiemployer Plan to which Seller or any Affiliate makes direct contributions, that any of the events or conditions specified below has occurred or exists, a statement signed by a senior financial officer of Seller setting forth details respecting such event or condition and the action, if any, that Seller or its ERISA Affiliate proposes to take with respect thereto (and a copy of any report or notice required to be filed with or given to PBGC by Seller or an ERISA Affiliate thereof with respect to such event or condition):
(A) any Reportable Event, or any request for a waiver under Section 412(c) of the Code for any Plan;
(B) the distribution under Section 4041(c) of ERISA of a notice of intent to terminate any Plan or any action taken by Seller or an ERISA Affiliate to terminate any Plan;
(C) the institution by PBGC of proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by Seller or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by PBGC with respect to such Multiemployer Plan;
(D) the complete or partial withdrawal from a Multiemployer Plan by Seller or any ERISA Affiliate that results in liability under Section 4201 or 4204 of ERISA (including the obligation to satisfy secondary liability as a result of a purchaser default) or the receipt by Seller or any ERISA Affiliate of notice from a Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA or that it intends to terminate or has terminated under Section 4041A of ERISA;
(E) the institution of a proceeding by a fiduciary of any Multiemployer Plan against Seller or any ERISA Affiliate to enforce Section 515 of ERISA, which proceeding is not dismissed within 30 days; and
(F) the adoption of an amendment to any Plan that, pursuant to Section 401(a)(29) of the Code, would result in the loss of tax-exempt status of the trust of which such Plan is a part if Seller or an ERISA Affiliate fails to timely provide security to such Plan in accordance with the provisions of said Sections. Seller will furnish to Buyer, at the time it furnishes each set of financial statements pursuant to paragraph (ii) above, a certificate of a Responsible Officer of Guarantor Seller to the effect that, to the best of such Responsible Officer’s knowledge, each Seller and Guarantor during such fiscal period or year has observed or performed all of its covenants and other agreements, and satisfied every material condition, contained in this Agreement and the other Program Documents to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate (and, if any Default or Event of Default has occurred and is continuing, describing the same in reasonable detail and describing the action such Seller or Guarantor, as applicable, has taken or proposes to take with respect thereto);
(v) Reserved;
(vi) From time to time such other information regarding the financial condition, operations, assets (including information regarding asset allocation, leverage, and liquidity) and such other information respecting the condition or operations (financial or otherwise), of Sellers or Guarantor as Buyer may reasonably request, within three (3) Business Days of such request;
(vii) Within eight (8) days after the end of each month, (i) a report of all sales, repurchase and other transactions with respect to the Loans or any Loans owned by a Trust represented by a Purchased Certificate, (ii) a properly completed Loan Schedule with respect to each Purchased Loan and each Loan owned by a Trust represented by a Purchased Certificate, (iii) servicing reports for the prior month, including static pool analyses, liquidity (cash and availability) and identification of any modifications to any Purchased Loans and Loans owned by a Trust represented by a Purchased Certificate, (iv) servicing data feeds for the prior month detailing Loan level attributes; and (v) reports reflecting those Purchased Loans and Loans owned by a Trust represented by a Purchased Certificate that are expected to become real estate owned properties within sixty (60) days;
(viii) At least five (5) Business Days prior to the effectiveness of any proposed amendment, modification or supplement to the any Trust Document, a copy of such amendment, modification or supplement;
(ix) As soon as reasonably possible, and in any event within fifteen (15) days after a Responsible Officer knows or has reason to believe, that any of the events or conditions specified below with respect to any Plan or Multiemployer Plan has occurred or exists, a statement signed by a senior financial officer of the Seller setting forth details respecting such event or condition and the action, if any, that the related Seller or its ERISA Affiliate proposes to take with respect thereto (and a copy of any report or notice required to be filed with or given to PBGC by the related Seller or an ERISA Affiliate with respect to such event or condition):
(A) any Reportable Event, or any request for a waiver under Section 412(c) of the Code for any Plan;
(B) the distribution under Section 4041(c) of ERISA of a notice of intent to terminate any Plan or any action taken by either Seller, Guarantor or an ERISA Affiliate to terminate any Plan;
(C) the institution by PBGC of proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by a Seller, Guarantor or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by PBGC with respect to such Multiemployer Plan;
(D) the complete or partial withdrawal from a Multiemployer Plan by Seller or any ERISA Affiliate that results in liability under Section 4201 or 4204 of ERISA (including the obligation to satisfy secondary liability as a result of a purchaser default) or the receipt by a Seller or any ERISA Affiliate of notice from a Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA or that it intends to terminate or has terminated under Section 4041A of ERISA;
(E) the institution of a proceeding by a fiduciary of any Multiemployer Plan against a Seller or any ERISA Affiliate to enforce Section 515 of ERISA, which proceeding is not dismissed within 30 days; and
(F) the adoption of an amendment to any Plan that, pursuant to Section 401(a)(29) of the Code, would result in the loss of tax-exempt status of the trust of which such Plan is a part if a Seller or an ERISA Affiliate fails to timely provide security to such Plan in accordance with the provisions of said Sections.
Appears in 1 contract
Samples: Master Repurchase Agreement (Caliber Home Loans, Inc.)
Financial Statements and Other Information; Financial Covenants. Sellers (i) The Guarantor shall deliver keep or cause to be delivered kept in reasonable detail books and records setting forth an account of its assets and business. The Guarantor shall furnish or cause to be furnished to Buyer the following: Guarantor shall deliver to Buyer:
(i) 1. As soon as available and in any event within 45 sixty (60) days after the end of each calendar monthof the first three quarterly fiscal periods of each fiscal year of Guarantor, a certification in the form of Exhibit A hereto together with the consolidated balance sheets of Sellers and Guarantor and their consolidated its Consolidated Subsidiaries as at the end of such month, period and the related unaudited consolidated statements of income and retained earnings and of cash flows for Sellers and Guarantor and their consolidated its Consolidated Subsidiaries for such period and the portion of the fiscal year through the end of such period, and consolidated statements of liquidity of Sellers and Guarantor and their consolidated Subsidiaries as at the end of such period, setting forth in each case in comparative form the figures for the previous year, accompanied by a certificate of a Responsible Officer of Guarantor, which certificate shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Guarantor and its Subsidiaries in accordance with GAAP, consistently applied, as at the end of, and for, such month (subject to normal year-end audit adjustments);
(ii) As soon as available and in any event within 45 days after the end of each of the first three quarterly fiscal periods of each fiscal year of Sellers and Guarantor, the consolidated balance sheets of Sellers and Guarantor and their consolidated Subsidiaries as at the end of such period and the related unaudited consolidated statements of income and retained earnings and of cash flows for Sellers and Guarantor and their consolidated Subsidiaries for such period and the portion of the fiscal year through the end of such period, and consolidated statements of liquidity of Sellers and Guarantor and their consolidated Subsidiaries as at the end of such period, setting forth in each case in comparative form the figures for the previous year, accompanied by a certificate of a Responsible Officer of Guarantor, which certificate shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Guarantor and its Consolidated Subsidiaries in accordance with GAAP, consistently applied, as at the end of, and for, such period (subject to normal year-end audit adjustments);
(iii) 2. As soon as available and in any event within 90 one hundred (100) days after the end of each fiscal year of GuarantorGuarantor and its Consolidated Subsidiaries, a certification in the form of Exhibit A hereto together with the consolidated balance sheets of Sellers and Guarantor and their consolidated its Consolidated Subsidiaries as at the end of such fiscal year and the related consolidated statements of income and retained earnings and of cash flows for Seller and Guarantor and their consolidated Subsidiaries for such year, and consolidated statements of liquidity of Sellers and Guarantor and their consolidated Subsidiaries as at the end of such year, setting forth in each case in comparative form the figures for the previous year, accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall not be qualified as to scope of audit or going concern and shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Sellers and Guarantor and their consolidated Subsidiaries at the end of, and for, such fiscal year in accordance with GAAP;; and
(iv) Together with each set of the financial statements delivered pursuant to clauses (i) through (iii) above, (1) a Compliance Certificate signed of a Responsible Officer of the Guarantor , and (2) a certificate of a Responsible Officer of Guarantor to the effect that, to the best of such Responsible Officer’s knowledge, each Seller and Guarantor during such fiscal period or year has observed or performed all of its covenants and other agreements, and satisfied every material condition, contained in this Agreement and the other Program Documents to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate (and, if any Default or Event of Default has occurred and is continuing, describing the same in reasonable detail and describing the action such Seller or Guarantor, as applicable, has taken or proposes to take with respect thereto);
(v) Reserved;
(vi) 3. From time to time such other information regarding the financial condition, operations, assets (including information regarding asset allocation, leverage, and liquidity) and such other information respecting the condition or operations (financial or otherwise), business of Sellers or Guarantor as Buyer may reasonably request, within three (3) Business Days of such request;
(vii) Within eight (8) days after the end of each month, (i) a report of all sales, repurchase and other transactions with respect to the Loans or any Loans owned by a Trust represented by a Purchased Certificate, (ii) a properly completed Loan Schedule with respect to each Purchased Loan and each Loan owned by a Trust represented by a Purchased Certificate, (iii) servicing reports for the prior month, including static pool analyses, liquidity (cash and availability) and identification of any modifications to any Purchased Loans and Loans owned by a Trust represented by a Purchased Certificate, (iv) servicing data feeds for the prior month detailing Loan level attributes; and (v) reports reflecting those Purchased Loans and Loans owned by a Trust represented by a Purchased Certificate that are expected to become real estate owned properties within sixty (60) days;
(viii) At least five (5) Business Days prior to the effectiveness of any proposed amendment, modification or supplement to the any Trust Document, a copy of such amendment, modification or supplement;
(ix) As soon as reasonably possible, and in any event within fifteen (15) days after a Responsible Officer knows or has reason to believe, that any of the events or conditions specified below with respect to any Plan or Multiemployer Plan has occurred or exists, a statement signed by a senior financial officer of the Seller setting forth details respecting such event or condition and the action, if any, that the related Seller or its ERISA Affiliate proposes to take with respect thereto (and a copy of any report or notice required to be filed with or given to PBGC by the related Seller or an ERISA Affiliate with respect to such event or condition):
(A) any Reportable Event, or any request for a waiver under Section 412(c) of the Code for any Plan;
(B) the distribution under Section 4041(c) of ERISA of a notice of intent to terminate any Plan or any action taken by either Seller, Guarantor or an ERISA Affiliate to terminate any Plan;
(C) the institution by PBGC of proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by a Seller, Guarantor or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by PBGC with respect to such Multiemployer Plan;
(D) the complete or partial withdrawal from a Multiemployer Plan by Seller or any ERISA Affiliate that results in liability under Section 4201 or 4204 of ERISA (including the obligation to satisfy secondary liability as a result of a purchaser default) or the receipt by a Seller or any ERISA Affiliate of notice from a Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA or that it intends to terminate or has terminated under Section 4041A of ERISA;
(E) the institution of a proceeding by a fiduciary of any Multiemployer Plan against a Seller or any ERISA Affiliate to enforce Section 515 of ERISA, which proceeding is not dismissed within 30 days; and
(F) the adoption of an amendment to any Plan that, pursuant to Section 401(a)(29) of the Code, would result in the loss of tax-exempt status of the trust of which such Plan is a part if a Seller or an ERISA Affiliate fails to timely provide security to such Plan in accordance with the provisions of said Sections.
Appears in 1 contract
Samples: Guaranty Agreement (PHH Corp)
Financial Statements and Other Information; Financial Covenants. Sellers Subject to the provisions of Section 41 hereof, Seller shall deliver or cause to be delivered to Buyer:
(i) As soon as available and in any event within 45 forty-five (45) days after the end of each calendar monthmonth and within forty-five (45) days after the end of each of the first three quarterly fiscal periods of each fiscal year of the Seller, a certification in the form of Exhibit A attached hereto to the attention of Credit Risk, Email: Xxxxxxxxx@Xxxxxxxxx.xxx, with a copy to Xxxxxxx Xxxxxxx, Telephone: 202-363- 8237, Email: xxxxxxxx@xxxxxxxxx.xxx, together with the unaudited consolidated balance sheets sheet of Sellers the Seller and Guarantor and their its consolidated Subsidiaries as at the end of such month, period and the related unaudited consolidated statements of income and retained earnings income, and of cash flows for Sellers the Seller and Guarantor and their its consolidated Subsidiaries for such period and the portion of the fiscal year through the end of such period, and consolidated statements of liquidity of Sellers and Guarantor and their consolidated Subsidiaries as at the end of such period, setting forth in each case in comparative form the figures for the previous year, accompanied by a certificate of a Responsible Officer of GuarantorSeller, which certificate shall state that said consolidated financial statements fairly present in all material respects the consolidated financial condition and results of operations of Guarantor the Seller and its Subsidiaries in accordance with GAAP, consistently applied, as at the end of, and for, such month (subject to normal year-end audit adjustments);
(ii) As soon as available and in any event within 45 days after the end of each of the first three quarterly fiscal periods of each fiscal year of Sellers and Guarantor, the consolidated balance sheets of Sellers and Guarantor and their consolidated Subsidiaries as at the end of such period and the related unaudited consolidated statements of income and retained earnings and of cash flows for Sellers and Guarantor and their consolidated Subsidiaries for such period and the portion of the fiscal year through the end of such period, and consolidated statements of liquidity of Sellers and Guarantor and their consolidated Subsidiaries as at the end of such period, setting forth in each case in comparative form the figures for the previous year, accompanied by a certificate of a Responsible Officer of Guarantor, which certificate shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Guarantor and its Subsidiaries in accordance with GAAP, consistently applied, as at the end of, and for, such period (subject to normal year-end audit adjustmentsadjustments and the absence of footnotes);
(iiiii) As soon as available and in any event within 90 ninety (90) days after the end of each fiscal year of Guarantorthe Seller, the consolidated balance sheets sheet of Sellers the Seller and Guarantor and their its consolidated Subsidiaries as at the end of such fiscal year and the related consolidated statements of income and retained earnings and of cash flows for the Seller and Guarantor and their its consolidated Subsidiaries for such year, and consolidated statements of liquidity of Sellers and Guarantor and their consolidated Subsidiaries as at the end of such year, setting forth in each case in comparative form the figures for the previous year, accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall not be qualified as to scope of audit or going concern and shall state that said consolidated financial statements fairly present in all material respects the consolidated financial condition and results of operations of Sellers the Seller and Guarantor and their its consolidated Subsidiaries at the end of, and for, such fiscal year in accordance with GAAP;
(iii) From time to time, copies of all documentation in connection with the underwriting and origination of any Purchased Asset (other than a Purchased Asset that is an Agency Eligible Loan) that evidences compliance with the QM Rule or the Ability to Repay Rule, as applicable, including without limitation all necessary third-party records that demonstrate such compliance, in each case as Buyer may reasonably request; provided that (A) any such request shall be made in writing and shall provide the Seller at least ten (10) Business Days to provide such requested information, and (B) if the Seller objects to the provision to Buyer of any such requested information, Buyer and the Seller shall work in good faith to resolve any such objection;
(iv) Together with Promptly, from time to time, such other information regarding the business affairs, operations and financial condition of Seller as Buyer may reasonably request; and The Seller will furnish to Buyer, at the time it furnishes each set of the financial statements delivered pursuant to clauses paragraphs (i) through or (iiiii) above, (1) a Compliance Certificate signed of a Responsible Officer of the Guarantor , and (2) a certificate of a Responsible Officer of Guarantor to Seller on behalf of Seller in the effect form of Exhibit A hereto (each a “Compliance Certificate”) stating that, to the best of such Responsible Officer’s knowledge, each as of the last day of the fiscal quarter or fiscal year for which financial statements are being provided with such certification, Seller is in compliance in all material respects with all provisions and Guarantor during such fiscal period or year has observed or performed all terms of its covenants and other agreements, and satisfied every material condition, contained in this Agreement and the other Program Documents to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default has occurred under this Agreement which has not previously been waived, except as specified in such certificate (and, if any Default or Event of Default has occurred and is continuing, describing the same in reasonable detail and describing the action such Seller or Guarantor, as applicable, has taken or proposes to take with respect thereto);
(v) Reserved;
(vi) From time to time such other information regarding the financial condition, operations, assets (including information regarding asset allocation, leverage, and liquidity) and such other information respecting the condition or operations (financial or otherwise), of Sellers or Guarantor as Buyer may reasonably request, within three (3) Business Days of such request;
(vii) Within eight (8) days after the end of each month, (i) a report of all sales, repurchase and other transactions with respect to the Loans or any Loans owned by a Trust represented by a Purchased Certificate, (ii) a properly completed Loan Schedule with respect to each Purchased Loan and each Loan owned by a Trust represented by a Purchased Certificate, (iii) servicing reports for the prior month, including static pool analyses, liquidity (cash and availability) and identification of any modifications to any Purchased Loans and Loans owned by a Trust represented by a Purchased Certificate, (iv) servicing data feeds for the prior month detailing Loan level attributes; and (v) reports reflecting those Purchased Loans and Loans owned by a Trust represented by a Purchased Certificate that are expected to become real estate owned properties within sixty (60) days;
(viii) At least five (5) Business Days prior to the effectiveness of any proposed amendment, modification or supplement to the any Trust Document, a copy of such amendment, modification or supplement;
(ix) As soon as reasonably possible, and in any event within fifteen (15) days after a Responsible Officer knows or has reason to believe, that any of the events or conditions specified below with respect to any Plan or Multiemployer Plan has occurred or exists, a statement signed by a senior financial officer of the Seller setting forth details respecting such event or condition and the action, if any, that the related Seller or its ERISA Affiliate proposes to take with respect thereto (and a copy of any report or notice required to be filed with or given to PBGC by the related Seller or an ERISA Affiliate with respect to such event or condition):
(A) any Reportable Event, or any request for a waiver under Section 412(c) of the Code for any Plan;
(B) the distribution under Section 4041(c) of ERISA of a notice of intent to terminate any Plan or any action taken by either Seller, Guarantor or an ERISA Affiliate to terminate any Plan;
(C) the institution by PBGC of proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by a Seller, Guarantor or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by PBGC with respect to such Multiemployer Plan;
(D) the complete or partial withdrawal from a Multiemployer Plan by Seller or any ERISA Affiliate that results in liability under Section 4201 or 4204 of ERISA (including the obligation to satisfy secondary liability as a result of a purchaser default) or the receipt by a Seller or any ERISA Affiliate of notice from a Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA or that it intends to terminate or has terminated under Section 4041A of ERISA;
(E) the institution of a proceeding by a fiduciary of any Multiemployer Plan against a Seller or any ERISA Affiliate to enforce Section 515 of ERISA, which proceeding is not dismissed within 30 days; and
(F) the adoption of an amendment to any Plan that, pursuant to Section 401(a)(29) of the Code, would result in the loss of tax-exempt status of the trust of which such Plan is a part if a Seller or an ERISA Affiliate fails to timely provide security to such Plan in accordance with the provisions of said Sections.
Appears in 1 contract
Samples: Master Repurchase Agreement (Rocket Companies, Inc.)
Financial Statements and Other Information; Financial Covenants. Sellers Seller shall deliver or cause to be delivered to the Buyer:
(i) As soon as available and in any event within 45 days after the end of each calendar month, the consolidated balance sheets of Sellers Seller and Guarantor and their its consolidated Subsidiaries as at the end of such month, the related unaudited consolidated statements of income and retained earnings and of cash flows for Sellers Seller and Guarantor and their its consolidated Subsidiaries for such period and the portion of the fiscal year through the end of such period, and consolidated statements of liquidity of Sellers Seller and Guarantor and their its consolidated Subsidiaries as at the end of such period, setting forth in each case in comparative form the figures for the previous year, accompanied by a certificate of a Responsible Officer of GuarantorSeller, which certificate shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Guarantor Seller and its Subsidiaries in accordance with GAAP, consistently applied, as at the end of, and for, such month (subject to normal year-end audit adjustments);
(ii) As soon as available and in any event within 45 days after the end of each of the first three quarterly fiscal periods of each fiscal year of Sellers and GuarantorSeller, the consolidated balance sheets of Sellers Seller and Guarantor and their its consolidated Subsidiaries as at the end of such period and the related unaudited consolidated statements of income and retained earnings and of cash flows for Sellers Seller and Guarantor and their its consolidated Subsidiaries for such period and the portion of the fiscal year through the end of such period, and consolidated statements of liquidity of Sellers Seller and Guarantor and their its consolidated Subsidiaries as at the end of such period, setting forth in each case in comparative form the figures for the previous year, accompanied by a certificate of a Responsible Officer of GuarantorSeller, which certificate shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Guarantor Seller and its Subsidiaries in accordance with GAAP, consistently applied, as at the end of, and for, such period (subject to normal year-end audit adjustments);
(iii) As soon as available and in any event within 90 days after the end of each fiscal year of GuarantorSeller, the consolidated balance sheets of Sellers Seller and Guarantor and their its consolidated Subsidiaries as at the end of such fiscal year and the related consolidated statements of income and retained earnings and of cash flows for Seller and Guarantor and their its consolidated Subsidiaries for such year, and consolidated statements of liquidity of Sellers Seller and Guarantor and their its consolidated Subsidiaries as at the end of such year, setting forth in each case in comparative form the figures for the previous year, accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall not be qualified as to scope of audit or going concern and shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Sellers Seller and Guarantor and their its consolidated Subsidiaries at the end of, and for, such fiscal year in accordance with GAAP;
(iv) Together with each set of the financial statements delivered pursuant to clauses (i) through (iii) above, (1) a Compliance Certificate signed of a Responsible Officer of the Guarantor , and (2) a certificate of a Responsible Officer of Guarantor Seller in the form of Exhibit A attached hereto;
(v) From time to time at the request of Buyer, Seller shall provide Buyer with a paper copy produced by Seller’s internal mortgage tracking system reflecting that the Purchased Loans are registered in the name of Buyer within three (3) Business Days of such request;
(vi) From time to time such other information regarding the financial condition, operations, well being or business of Seller as the Buyer may reasonably request (including but not limited to any information regarding any repurchase and indemnity requests or demands made upon Seller by any third party investors (including any Agency)), within one (1) Business Day of such request;
(vii) As soon as available, and in any event within five (5) days after the date on which any audit reports with respect to Seller or its subsidiaries are required to be delivered to HUD or any Agency, copies of any such reports, performed and delivered in compliance with all requirements of HUD or such Agency and accompanied by an opinion thereon of an independent certified public accountant;
(viii) Promptly after receipt by Seller of a request by Buyer, any loan level information requested by Buyer with respect to mortgage loans held on the books of the Seller;
(ix) As soon as reasonably possible, and in any event within fifteen (15) days after a Responsible Officer knows or has reason to believe, that any of the events or conditions specified below with respect to any Plan or Multiemployer Plan has occurred or exists, a statement signed by a senior financial officer of Seller setting forth details respecting such event or condition and the action, if any, that Seller or its ERISA Affiliate proposes to take with respect thereto (and a copy of any report or notice required to be filed with or given to PBGC by Seller or an ERISA Affiliate with respect to such event or condition):
(A) any Reportable Event, or any request for a waiver under Section 412(c) of the Code for any Plan;
(B) the distribution under Section 4041(c) of ERISA of a notice of intent to terminate any Plan or any action taken by Seller or an ERISA Affiliate to terminate any Plan;
(C) the institution by PBGC of proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by Seller or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by PBGC with respect to such Multiemployer Plan;
(D) the complete or partial withdrawal from a Multiemployer Plan by Seller or any ERISA Affiliate that results in liability under Section 4201 or 4204 of ERISA (including the obligation to satisfy secondary liability as a result of a purchaser default) or the receipt by Seller or any ERISA Affiliate of notice from a Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA or that it intends to terminate or has terminated under Section 4041A of ERISA;
(E) the institution of a proceeding by a fiduciary of any Multiemployer Plan against Seller or any ERISA Affiliate to enforce Section 515 of ERISA, which proceeding is not dismissed within 30 days; and
(F) the adoption of an amendment to any Plan that, pursuant to Section 401(a)(29) of the Code, would result in the loss of tax-exempt status of the trust of which such Plan is a part if Seller or an ERISA Affiliate fails to timely provide security to such Plan in accordance with the provisions of said Sections. Seller will furnish to the Buyer, at the time it furnishes each set of financial statements pursuant to paragraph (ii) above, a certificate of a Responsible Officer of Seller to the effect that, to the best of such Responsible Officer’s knowledge, each Seller and Guarantor during such fiscal period or year has observed or performed all of its covenants and other agreements, and satisfied every material condition, contained in this Agreement and the other Program Documents to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate (and, if any Default or Event of Default has occurred and is continuing, describing the same in reasonable detail and describing the action such Seller or Guarantor, as applicable, has taken or proposes to take with respect thereto);
(v) Reserved;
(vi) From time to time such other information regarding the financial condition, operations, assets (including information regarding asset allocation, leverage, and liquidity) and such other information respecting the condition or operations (financial or otherwise), of Sellers or Guarantor as Buyer may reasonably request, within three (3) Business Days of such request;
(vii) Within eight (8) days after the end of each month, (i) a report of all sales, repurchase and other transactions with respect to the Loans or any Loans owned by a Trust represented by a Purchased Certificate, (ii) a properly completed Loan Schedule with respect to each Purchased Loan and each Loan owned by a Trust represented by a Purchased Certificate, (iii) servicing reports for the prior month, including static pool analyses, liquidity (cash and availability) and identification of any modifications to any Purchased Loans and Loans owned by a Trust represented by a Purchased Certificate, (iv) servicing data feeds for the prior month detailing Loan level attributes; and (v) reports reflecting those Purchased Loans and Loans owned by a Trust represented by a Purchased Certificate that are expected to become real estate owned properties within sixty (60) days;
(viii) At least five (5) Business Days prior to the effectiveness of any proposed amendment, modification or supplement to the any Trust Document, a copy of such amendment, modification or supplement;
(ix) As soon as reasonably possible, and in any event within fifteen (15) days after a Responsible Officer knows or has reason to believe, that any of the events or conditions specified below with respect to any Plan or Multiemployer Plan has occurred or exists, a statement signed by a senior financial officer of the Seller setting forth details respecting such event or condition and the action, if any, that the related Seller or its ERISA Affiliate proposes to take with respect thereto (and a copy of any report or notice required to be filed with or given to PBGC by the related Seller or an ERISA Affiliate with respect to such event or condition):
(A) any Reportable Event, or any request for a waiver under Section 412(c) of the Code for any Plan;
(B) the distribution under Section 4041(c) of ERISA of a notice of intent to terminate any Plan or any action taken by either Seller, Guarantor or an ERISA Affiliate to terminate any Plan;
(C) the institution by PBGC of proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by a Seller, Guarantor or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by PBGC with respect to such Multiemployer Plan;
(D) the complete or partial withdrawal from a Multiemployer Plan by Seller or any ERISA Affiliate that results in liability under Section 4201 or 4204 of ERISA (including the obligation to satisfy secondary liability as a result of a purchaser default) or the receipt by a Seller or any ERISA Affiliate of notice from a Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA or that it intends to terminate or has terminated under Section 4041A of ERISA;
(E) the institution of a proceeding by a fiduciary of any Multiemployer Plan against a Seller or any ERISA Affiliate to enforce Section 515 of ERISA, which proceeding is not dismissed within 30 days; and
(F) the adoption of an amendment to any Plan that, pursuant to Section 401(a)(29) of the Code, would result in the loss of tax-exempt status of the trust of which such Plan is a part if a Seller or an ERISA Affiliate fails to timely provide security to such Plan in accordance with the provisions of said Sections.
Appears in 1 contract
Financial Statements and Other Information; Financial Covenants. Sellers Subject to the provisions of Section 41 hereof, Seller shall deliver or cause to be delivered to BuyerAgent:
(i) As soon as available and in any event within 45 forty-five (45) days after the end of each calendar monthof the first three quarterly fiscal periods of each fiscal year of the Seller, a certification in the form of Exhibit A attached hereto to xxxxxxxxxxxxxxx@xxxxxx.xxx; xxxxxxxxxxxxxxxxxxxxxxxxxxx@xxxxxx.xxx; and xxxxxxxxxxxxxxxxxx@xxxxxx.xxx together with the unaudited consolidated balance sheets sheet of Sellers the Seller and Guarantor and their its consolidated Subsidiaries as at the end of such month, period and the related unaudited consolidated statements of income and retained earnings income, and of cash flows for Sellers the Seller and Guarantor and their its consolidated Subsidiaries for such period and the portion of the fiscal year through the end of such period, and consolidated statements of liquidity of Sellers and Guarantor and their consolidated Subsidiaries as at the end of such period, setting forth in each case in comparative form the figures for the previous year, accompanied by a certificate of a Responsible Officer of GuarantorSeller, which certificate shall state that said consolidated financial statements fairly present in all material respects the consolidated financial condition and results of operations of Guarantor the Seller and its Subsidiaries in accordance with GAAP, consistently applied, as at the end of, and for, such month (subject to normal year-end audit adjustments);
(ii) As soon as available and in any event within 45 days after the end of each of the first three quarterly fiscal periods of each fiscal year of Sellers and Guarantor, the consolidated balance sheets of Sellers and Guarantor and their consolidated Subsidiaries as at the end of such period and the related unaudited consolidated statements of income and retained earnings and of cash flows for Sellers and Guarantor and their consolidated Subsidiaries for such period and the portion of the fiscal year through the end of such period, and consolidated statements of liquidity of Sellers and Guarantor and their consolidated Subsidiaries as at the end of such period, setting forth in each case in comparative form the figures for the previous year, accompanied by a certificate of a Responsible Officer of Guarantor, which certificate shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Guarantor and its Subsidiaries in accordance with GAAP, consistently applied, as at the end of, and for, such period (subject to normal year-end audit adjustmentsadjustments and the absence of footnotes);
(iiiii) As soon as available and in any event within 90 ninety (90) days after the end of each fiscal year of Guarantorthe Seller, the consolidated balance sheets sheet of Sellers the Seller and Guarantor and their its consolidated Subsidiaries as at the end of such fiscal year and the related consolidated statements of income and retained earnings and of cash flows for the Seller and Guarantor and their its consolidated Subsidiaries for such year, year and consolidated statements of liquidity of Sellers and Guarantor and their consolidated Subsidiaries as at the end of such yearincluding all footnotes thereto, setting forth in each case in comparative form the figures for the previous year, accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall not be qualified as to scope of audit or going concern and shall state that said consolidated financial statements fairly present in all material respects the consolidated financial condition and results of operations of Sellers the Seller and Guarantor and their its consolidated Subsidiaries at the end of, and for, such fiscal year in accordance with GAAP;
(iii) From time to time, copies of all documentation in connection with the underwriting and origination of any Purchased Asset (other than a Purchased Asset that is an Agency Eligible Loan) that evidences compliance with the QM Rule or the Ability to Repay Rule, as applicable, including without limitation all necessary third-party records that demonstrate such compliance, in each case as Agent may reasonably request; provided that (A) any such request shall be made in writing and shall provide the Seller at least ten (10) Business Days to provide such requested information, and (B) if the Seller objects to the provision to Agent of any such requested information, Agent and the Seller shall work in good faith to resolve any such objection; and LEGAL02/40118759v8
(iv) Together with Promptly, from time to time, such other information regarding the business affairs, operations and financial condition of Seller as Agent and/or Buyers may reasonably request: The Seller will furnish to Agent, at the time it furnishes each set of the financial statements delivered pursuant to clauses paragraphs (i) through or (iiiii) above, (1) a Compliance Certificate signed of a Responsible Officer of the Guarantor , and (2) a certificate of a Responsible Officer of Guarantor to Seller on behalf of Seller in the effect form of Exhibit A hereto (each a “Compliance Certificate”) stating that, to the best of such Responsible Officer’s knowledge, each as of the last day of the fiscal quarter or fiscal year for which financial statements are being provided with such certification, Seller is in compliance in all material respects with all provisions and Guarantor during such fiscal period or year has observed or performed all terms of its covenants and other agreements, and satisfied every material condition, contained in this Agreement and the other Program Documents to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default has occurred under this Agreement which has not previously been waived, except as specified in such certificate (and, if any Default or Event of Default has occurred and is continuing, describing the same in reasonable detail and describing the action such Seller or Guarantor, as applicable, has taken or proposes to take with respect thereto);
(v) Reserved;
(vi) From time to time such other information regarding the financial condition, operations, assets (including information regarding asset allocation, leverage, and liquidity) and such other information respecting the condition or operations (financial or otherwise), of Sellers or Guarantor as Buyer may reasonably request, within three (3) Business Days of such request;
(vii) Within eight (8) days after the end of each month, (i) a report of all sales, repurchase and other transactions with respect to the Loans or any Loans owned by a Trust represented by a Purchased Certificate, (ii) a properly completed Loan Schedule with respect to each Purchased Loan and each Loan owned by a Trust represented by a Purchased Certificate, (iii) servicing reports for the prior month, including static pool analyses, liquidity (cash and availability) and identification of any modifications to any Purchased Loans and Loans owned by a Trust represented by a Purchased Certificate, (iv) servicing data feeds for the prior month detailing Loan level attributes; and (v) reports reflecting those Purchased Loans and Loans owned by a Trust represented by a Purchased Certificate that are expected to become real estate owned properties within sixty (60) days;
(viii) At least five (5) Business Days prior to the effectiveness of any proposed amendment, modification or supplement to the any Trust Document, a copy of such amendment, modification or supplement;
(ix) As soon as reasonably possible, and in any event within fifteen (15) days after a Responsible Officer knows or has reason to believe, that any of the events or conditions specified below with respect to any Plan or Multiemployer Plan has occurred or exists, a statement signed by a senior financial officer of the Seller setting forth details respecting such event or condition and the action, if any, that the related Seller or its ERISA Affiliate proposes to take with respect thereto (and a copy of any report or notice required to be filed with or given to PBGC by the related Seller or an ERISA Affiliate with respect to such event or condition):
(A) any Reportable Event, or any request for a waiver under Section 412(c) of the Code for any Plan;
(B) the distribution under Section 4041(c) of ERISA of a notice of intent to terminate any Plan or any action taken by either Seller, Guarantor or an ERISA Affiliate to terminate any Plan;
(C) the institution by PBGC of proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by a Seller, Guarantor or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by PBGC with respect to such Multiemployer Plan;
(D) the complete or partial withdrawal from a Multiemployer Plan by Seller or any ERISA Affiliate that results in liability under Section 4201 or 4204 of ERISA (including the obligation to satisfy secondary liability as a result of a purchaser default) or the receipt by a Seller or any ERISA Affiliate of notice from a Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA or that it intends to terminate or has terminated under Section 4041A of ERISA;
(E) the institution of a proceeding by a fiduciary of any Multiemployer Plan against a Seller or any ERISA Affiliate to enforce Section 515 of ERISA, which proceeding is not dismissed within 30 days; and
(F) the adoption of an amendment to any Plan that, pursuant to Section 401(a)(29) of the Code, would result in the loss of tax-exempt status of the trust of which such Plan is a part if a Seller or an ERISA Affiliate fails to timely provide security to such Plan in accordance with the provisions of said Sections.
Appears in 1 contract
Samples: Master Repurchase Agreement (Rocket Companies, Inc.)
Financial Statements and Other Information; Financial Covenants. Sellers shall deliver or cause to be delivered to Buyer:
(i) As soon as available and in any event within 45 days after the end of each calendar monthof the first three quarterly fiscal periods of each fiscal year of the Seller, the consolidated balance sheets of Sellers the Seller and Guarantor and their its consolidated Subsidiaries as at the end of such month, period and the related unaudited consolidated statements of income and retained earnings and of cash flows for Sellers the Seller and Guarantor and their the consolidated Subsidiaries of Seller for such period and the portion of the fiscal year through the end of such period, and consolidated statements of liquidity of Sellers and Guarantor and their consolidated Subsidiaries as at the end of such period, setting forth in each case in comparative form the figures for the previous year, accompanied by a certificate of a Responsible Officer of Guarantorthe Seller, which certificate shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Guarantor the Seller and its the Subsidiaries in accordance with GAAP, consistently applied, as at the end of, and for, such month (subject to normal year-end audit adjustments);
(ii) As soon as available and in any event within 45 days after the end of each of the first three quarterly fiscal periods of each fiscal year of Sellers and Guarantor, the consolidated balance sheets of Sellers and Guarantor and their consolidated Subsidiaries as at the end of such period and the related unaudited consolidated statements of income and retained earnings and of cash flows for Sellers and Guarantor and their consolidated Subsidiaries for such period and the portion of the fiscal year through the end of such period, and consolidated statements of liquidity of Sellers and Guarantor and their consolidated Subsidiaries as at the end of such period, setting forth in each case in comparative form the figures for the previous year, accompanied by a certificate of a Responsible Officer of Guarantor, which certificate shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Guarantor and its Subsidiaries Seller in accordance with GAAP, consistently applied, as at the end of, and for, such period (subject to normal year-end audit adjustments);
(iiiii) As soon as available and in any event within 90 days after the end of each fiscal year of Guarantorthe Seller, the consolidated balance sheets of Sellers the Seller and Guarantor and their its consolidated Subsidiaries as at the end of such fiscal year and the related consolidated statements of income and retained earnings and of cash flows for the Seller and Guarantor and their its consolidated Subsidiaries for such year, and consolidated statements of liquidity of Sellers and Guarantor and their consolidated Subsidiaries as at the end of such year, setting forth in each case in comparative form the figures for the previous year, accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall not be qualified as to scope of audit or going concern and shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Sellers the Seller and Guarantor and their its consolidated Subsidiaries at the end of, and for, such fiscal year in accordance with GAAP, and a certificate of such accountants stating that, in making the examination necessary for their opinion, they obtained no knowledge, except as specifically stated, of any Default or Event of Default;
(iii) From time to time such other information regarding the financial condition, operations, or business of the Seller as the Buyer may reasonably request; and
(iv) Together As soon as reasonably possible, and in any event within thirty (30) days after a Responsible Officer knows, or with respect to any Plan or Multiemployer Plan to which the Seller, or any Subsidiaries of the Seller makes direct contributions, has reason to believe, that any of the events or conditions specified below with respect to any Plan or Multiemployer Plan has occurred or exists, a statement signed by a senior financial officer of the Seller setting forth details respecting such event or condition and the action, if any, that the Seller or its ERISA Affiliate proposes to take with respect thereto (and a copy of any report or notice required to be filed with or given to PBGC by the Seller or an ERISA Affiliate with respect to such event or condition):
a. any reportable event, as defined in Section 4043(b) of ERISA and the regulations issued thereunder, with respect to a Plan, as to which PBGC has not by regulation or otherwise waived the requirement of Section 4043(a) of ERISA that it be notified within thirty (30) days of the occurrence of such event (provided that a failure to meet the minimum funding standard of Section 412 of the Code or Section 302 of ERISA, including, without limitation, the failure to make on or before its due date a required installment under Section 412(m) of the Code or Section 302(e) of ERISA, shall be a reportable event regardless of the issuance of any waivers in accordance with Section 412(d) of the Code); and any request for a waiver under Section 412(d) of the Code for any Plan;
b. the distribution under Section 4041(c) of ERISA of a notice of intent to terminate any Plan or any action taken by the Seller or an ERISA Affiliate to terminate any Plan;
c. the institution by PBGC of proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Seller or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by PBGC with respect to such Multiemployer Plan;
d. the complete or partial withdrawal from a Multiemployer Plan by the Seller or any ERISA Affiliate that results in liability under Section 4201 or 4204 of ERISA (including the obligation to satisfy secondary liability as a result of a purchaser default) or the receipt by the Seller or any ERISA Affiliate of notice from a Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA or that it intends to terminate or has terminated under Section 4041A of ERISA;
e. the institution of a proceeding by a fiduciary of any Multiemployer Plan against the Seller or any ERISA Affiliate to enforce Section 515 of ERISA, which proceeding is not dismissed within 30 days; and
f. the adoption of an amendment to any Plan that, pursuant to Section 401(a)(29) of the Code or Section 307 of ERISA, would result in the loss of tax-exempt status of the trust of which such Plan is a part if the Seller or an ERISA Affiliate fails to timely provide security to such Plan in accordance with the provisions of said Sections. The Seller will furnish to the Buyer, at the time it furnishes each set of the financial statements delivered pursuant to clauses paragraphs (ia) through and (iiib) above, (1) a Compliance Certificate signed of a Responsible Officer of the Guarantor , and (2) a certificate of a Responsible Officer of Guarantor the Seller to the effect that, to the best of such Responsible Officer’s 's knowledge, each the Seller and Guarantor during such fiscal period or year has observed or performed all of its covenants and other agreements, and satisfied every material condition, contained in this Agreement and the other Program Documents to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate (and, if any Default or Event of Default has occurred and is continuing, describing the same in reasonable detail and describing the action such the Seller or Guarantor, as applicable, has taken or proposes to take with respect thereto);
(v) Reserved;
(vi) From time to time such other information regarding the financial condition, operations, assets (including information regarding asset allocation, leverage, and liquidity) and such other information respecting the condition or operations (financial or otherwise), of Sellers or Guarantor as Buyer may reasonably request, within three (3) Business Days of such request;
(vii) Within eight (8) days after the end of each month, (i) a report of all sales, repurchase and other transactions with respect to the Loans or any Loans owned by a Trust represented by a Purchased Certificate, (ii) a properly completed Loan Schedule with respect to each Purchased Loan and each Loan owned by a Trust represented by a Purchased Certificate, (iii) servicing reports for the prior month, including static pool analyses, liquidity (cash and availability) and identification of any modifications to any Purchased Loans and Loans owned by a Trust represented by a Purchased Certificate, (iv) servicing data feeds for the prior month detailing Loan level attributes; and (v) reports reflecting those Purchased Loans and Loans owned by a Trust represented by a Purchased Certificate that are expected to become real estate owned properties within sixty (60) days;
(viii) At least five (5) Business Days prior to the effectiveness of any proposed amendment, modification or supplement to the any Trust Document, a copy of such amendment, modification or supplement;
(ix) As soon as reasonably possible, and in any event within fifteen (15) days after a Responsible Officer knows or has reason to believe, that any of the events or conditions specified below with respect to any Plan or Multiemployer Plan has occurred or exists, a statement signed by a senior financial officer of the Seller setting forth details respecting such event or condition and the action, if any, that the related Seller or its ERISA Affiliate proposes to take with respect thereto (and a copy of any report or notice required to be filed with or given to PBGC by the related Seller or an ERISA Affiliate with respect to such event or condition):
(A) any Reportable Event, or any request for a waiver under Section 412(c) of the Code for any Plan;
(B) the distribution under Section 4041(c) of ERISA of a notice of intent to terminate any Plan or any action taken by either Seller, Guarantor or an ERISA Affiliate to terminate any Plan;
(C) the institution by PBGC of proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by a Seller, Guarantor or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by PBGC with respect to such Multiemployer Plan;
(D) the complete or partial withdrawal from a Multiemployer Plan by Seller or any ERISA Affiliate that results in liability under Section 4201 or 4204 of ERISA (including the obligation to satisfy secondary liability as a result of a purchaser default) or the receipt by a Seller or any ERISA Affiliate of notice from a Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA or that it intends to terminate or has terminated under Section 4041A of ERISA;
(E) the institution of a proceeding by a fiduciary of any Multiemployer Plan against a Seller or any ERISA Affiliate to enforce Section 515 of ERISA, which proceeding is not dismissed within 30 days; and
(F) the adoption of an amendment to any Plan that, pursuant to Section 401(a)(29) of the Code, would result in the loss of tax-exempt status of the trust of which such Plan is a part if a Seller or an ERISA Affiliate fails to timely provide security to such Plan in accordance with the provisions of said Sections.
Appears in 1 contract
Samples: Master Repurchase Agreement (American Home Mortgage Investment Corp)
Financial Statements and Other Information; Financial Covenants. Sellers Seller shall deliver or cause to be delivered to Buyer:
(i) As soon as available and in any event within 45 thirty (30) days after the end of each calendar monthmonth that is not the last month of a quarterly fiscal period or fiscal year of Seller, a certification in the form of Exhibit A-1 attached hereto in accordance with Section 21 hereof, together with the consolidated balance sheets of Sellers and Guarantor and their consolidated Subsidiaries Seller as at the end of such month, month and the related unaudited consolidated statements of comprehensive income and retained earnings and of cash flows for Sellers and Guarantor and their consolidated Subsidiaries Seller for such period month and the portion of the fiscal year through the end of such period, and consolidated statements of liquidity of Sellers and Guarantor and their consolidated Subsidiaries as at the end of such period, setting forth in each case in comparative form the figures for the previous yearmonth, accompanied by a certificate of a Responsible Officer of GuarantorSeller, which certificate shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Guarantor and its Subsidiaries Seller in accordance with GAAP, consistently applied, as at the end of, and for, such month (subject to normal year-end audit adjustments);
(ii) As soon as available and in any event within 45 forty-five (45) days after the end of each of the first three quarterly fiscal periods quarters of each fiscal year of Sellers and GuarantorSeller, a certification in the form of Exhibit A-2 attached hereto in accordance with Section 21 hereof, together with the consolidated balance sheets of Sellers and Guarantor and their consolidated Subsidiaries Seller as at the end of such period and the related unaudited consolidated statements of comprehensive income and retained earnings stockholders’ equity and of cash flows for Sellers and Guarantor and their consolidated Subsidiaries Seller for such period and the portion of the fiscal year through the end of such period, and consolidated statements of liquidity of Sellers and Guarantor and their consolidated Subsidiaries as at the end of such period, setting forth in each case in comparative form the figures for the previous year (or in the case of the balance sheet, as of the end of the previous fiscal year, and in the case of the statement of stockholders’ equity, no comparative disclosure, accompanied by a certificate of a Responsible Officer of GuarantorSeller, which certificate shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Guarantor and its Subsidiaries Seller in accordance with GAAP, consistently applied, as at the end of, and for, such period (subject to normal year-end audit adjustments);
(iii) As soon as available and in any event within 90 ninety (90) days after the end of each fiscal year of GuarantorSeller, the consolidated balance sheets of Sellers and Guarantor and their consolidated Subsidiaries Seller as at the end of such fiscal year and the related consolidated statements of comprehensive income and retained earnings stockholders’ equity and of cash flows for Seller and Guarantor and their consolidated Subsidiaries for such year, and consolidated statements of liquidity of Sellers and Guarantor and their consolidated Subsidiaries as at the end of such year, setting forth in each case in comparative form the figures for the previous year, accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall not be qualified as to scope of audit or going concern and shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Sellers and Guarantor and their consolidated Subsidiaries Seller at the end of, and for, such fiscal year in accordance with GAAP;
(iv) Together From time to time such other information regarding the financial condition, operations, or business of Seller as Buyer may reasonably request; and
(v) As soon as reasonably possible, and in any event within fifteen (15) days after a Responsible Officer knows, or has reason to believe, that any of the events or conditions specified below with respect to any Plan or Multiemployer Plan has occurred or exists, a statement signed by a senior financial officer of Seller setting forth details respecting such event or condition and the action, if any, that Seller or its ERISA Affiliate proposes to take with respect thereto (and a copy of any report or notice required to be filed with or given to PBGC by Seller or an ERISA Affiliate with respect to such event or condition):
a. any Reportable Event or any request for a waiver under Section 412(c) of the Code for any Plan;
b. the distribution under Section 4041(c) of ERISA of a notice of intent to terminate any Plan or any action taken by Seller or an ERISA Affiliate to terminate any Plan;
c. the institution by PBGC of proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by Seller or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by PBGC with respect to such Multiemployer Plan;
d. the complete or partial withdrawal from a Multiemployer Plan by Seller or any ERISA Affiliate that results in liability under Section 4201 or 4204 of ERISA (including the obligation to satisfy secondary liability as a result of a purchaser default) or the receipt by Seller or any ERISA Affiliate of notice from a Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA or that it intends to terminate or has terminated under Section 4041A of ERISA;
e. the institution of a proceeding by a fiduciary of any Multiemployer Plan against Seller or any ERISA Affiliate to enforce Section 515 of ERISA, which proceeding is not dismissed within thirty (30) days; and
f. the adoption of an amendment to any Plan that, pursuant to Section 401(a)(29) of the Code, would result in the loss of tax-exempt status of the trust of which such Plan is a part if Seller or an ERISA Affiliate fails to timely provide security to such Plan in accordance with the provisions of said Sections. Seller will furnish to Buyer, at the time it furnishes each set of the financial statements delivered pursuant to clauses paragraphs (i), (ii) through or (iii) above, (1) a Compliance Certificate signed of a Responsible Officer of the Guarantor , and (2) a certificate of a Responsible Officer of Guarantor Seller to the effect that, to the best of such Responsible Officer’s knowledge, each Seller and Guarantor during such fiscal period or year has observed or performed all of its covenants and other agreements, and satisfied every material condition, contained in this Agreement and the other Program Documents to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate (and, if any Default or Event of Default has occurred and is continuingcontinuing or, describing the same in reasonable detail and describing the action such Seller or Guarantor, as applicable, has taken or proposes to take with respect thereto);
(v) Reserved;
(vi) From time to time such other information regarding the financial condition, operations, assets (including information regarding asset allocation, leverage, and liquidity) and such other information respecting the condition or operations (financial or otherwise), of Sellers or Guarantor as Buyer may reasonably request, within three (3) Business Days of such request;
(vii) Within eight (8) days after the end of each month, (i) a report of all sales, repurchase and other transactions with respect to the Loans or any Loans owned by a Trust represented by a Purchased Certificate, (ii) a properly completed Loan Schedule with respect to each Purchased Loan and each Loan owned by a Trust represented by a Purchased Certificate, (iii) servicing reports for the prior month, including static pool analyses, liquidity (cash and availability) and identification of any modifications to any Purchased Loans and Loans owned by a Trust represented by a Purchased Certificate, (iv) servicing data feeds for the prior month detailing Loan level attributes; and (v) reports reflecting those Purchased Loans and Loans owned by a Trust represented by a Purchased Certificate that are expected to become real estate owned properties within sixty (60) days;
(viii) At least five (5) Business Days prior to the effectiveness of any proposed amendment, modification or supplement to the any Trust Document, a copy of such amendment, modification or supplement;
(ix) As soon as reasonably possible, and in any event within fifteen (15) days after a Responsible Officer knows or has reason to believe, that any of the events or conditions specified below with respect to any Plan or Multiemployer Plan has occurred or exists, a statement signed by a senior financial officer of the Seller setting forth details respecting such event or condition and the action, if any, that the related Seller or its ERISA Affiliate proposes to take with respect thereto (and a copy of any report or notice required to be filed with or given to PBGC by the related Seller or an ERISA Affiliate with respect to such event or condition):
(A) any Reportable Event, or any request for a waiver under Section 412(c) of the Code for any Plan;
(B) the distribution under Section 4041(c) of ERISA of a notice of intent to terminate any Plan or any action taken by either Seller, Guarantor or an ERISA Affiliate to terminate any Plan;
(C) the institution by PBGC of proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by a Seller, Guarantor or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by PBGC with respect to such Multiemployer Plan;
(D) the complete or partial withdrawal from a Multiemployer Plan by Seller or any ERISA Affiliate that results in liability under Section 4201 or 4204 of ERISA (including the obligation to satisfy secondary liability as a result of a purchaser default) or the receipt by a Seller or any ERISA Affiliate of notice from a Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA or that it intends to terminate or has terminated under Section 4041A of ERISA;
(E) the institution of a proceeding by a fiduciary of any Multiemployer Plan against a Seller or any ERISA Affiliate to enforce Section 515 of ERISA, which proceeding is not dismissed within 30 days; and
(F) the adoption of an amendment to any Plan that, pursuant to Section 401(a)(29) of the Code, would result in the loss of tax-exempt status of the trust of which such Plan is a part if a Seller or an ERISA Affiliate fails to timely provide security to such Plan in accordance with the provisions of said Sections.
Appears in 1 contract
Samples: Master Repurchase Agreement (Walter Investment Management Corp)
Financial Statements and Other Information; Financial Covenants. Sellers Seller shall deliver or cause to be delivered to Buyer:
(i) As soon as available and in any event within 45 days after the end of each calendar monthof the first three quarterly fiscal periods of each fiscal year of Seller, a certification in the form of Exhibit A together with the consolidated balance sheets of Sellers Seller and Guarantor and their its consolidated Subsidiaries as at the end of such month, period and the related unaudited consolidated statements of income and retained earnings and of cash flows for Sellers Seller and Guarantor and their the consolidated Subsidiaries of Seller for such period and the portion of the fiscal year through the end of such period, and consolidated statements of liquidity of Sellers and Guarantor and their consolidated Subsidiaries as at the end of such period, setting forth in each case in comparative form the figures for the previous year, accompanied by a certificate of a Responsible Officer of GuarantorSeller, which certificate shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Guarantor and its Subsidiaries in accordance with GAAP, consistently applied, as at the end of, and for, such month (subject to normal year-end audit adjustments);
(ii) As soon as available and in any event within 45 days after the end of each of the first three quarterly fiscal periods of each fiscal year of Sellers and Guarantor, the consolidated balance sheets of Sellers and Guarantor and their consolidated Subsidiaries as at the end of such period Seller and the related unaudited consolidated statements Subsidiaries of income and retained earnings and of cash flows for Sellers and Guarantor and their consolidated Subsidiaries for such period and the portion of the fiscal year through the end of such period, and consolidated statements of liquidity of Sellers and Guarantor and their consolidated Subsidiaries as at the end of such period, setting forth in each case in comparative form the figures for the previous year, accompanied by a certificate of a Responsible Officer of Guarantor, which certificate shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Guarantor and its Subsidiaries Seller in accordance with GAAP, consistently applied, as at the end of, and for, such period (subject to normal year-end audit adjustments);
(iiiii) As soon as available and in any event within 90 days after the end of each fiscal year of GuarantorSeller, the consolidated balance sheets of Sellers Seller and Guarantor and their its consolidated Subsidiaries as at the end of such fiscal year and the related consolidated statements of income and retained earnings and of cash flows for Seller and Guarantor and their its consolidated Subsidiaries for such year, and consolidated statements of liquidity of Sellers and Guarantor and their consolidated Subsidiaries as at the end of such year, setting forth in each case in comparative form the figures for the previous year, accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall not be qualified as to scope of audit or going concern and shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Sellers Seller and Guarantor and their its consolidated Subsidiaries at the end of, and for, such fiscal year in accordance with GAAP;
(iii) From time to time such other information regarding the financial condition, operations, or business of Seller as Buyer may reasonably request; and
(iv) Together As soon as reasonably possible, and in any event within thirty (30) days after a Responsible Officer knows, or with respect to any Plan or Multiemployer Plan to which Seller, or any Subsidiaries of Seller makes direct contributions, has reason to believe, that any of the events or conditions specified below with respect to any Plan or Multiemployer Plan has occurred or exists, a statement signed by a senior financial officer of Seller setting forth details respecting such event or condition and the action, if any, that Seller or its ERISA Affiliate proposes to take with respect thereto (and a copy of any report or notice required to be filed with or given to PBGC by Seller or an ERISA Affiliate with respect to such event or condition):
a. any reportable event, as defined in Section 4043(c) of ERISA and the regulations issued thereunder, with respect to a Plan, as to which PBGC has not by regulation or otherwise waived the requirement of Section 4043(a) of ERISA that it be notified within thirty (30) days of the occurrence of such event (provided that a failure to meet the minimum funding standard of Sections 412, 430, 431 and 432 of the Code or Sections 302-305 (inclusive) of ERISA, including, without limitation, the failure to make on or before its due date a required installment under any such Section, shall be a reportable event regardless of the issuance of any waivers in accordance with Section 412(c) of the Code); and any request for a waiver under Section 412(c) of the Code for any Plan;
b. the distribution under Section 4041(c) of ERISA of a notice of intent to terminate any Plan or any action taken by Seller or an ERISA Affiliate to terminate any Plan;
c. the institution by PBGC of proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by Seller or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by PBGC with respect to such Multiemployer Plan;
d. the complete or partial withdrawal from a Multiemployer Plan by Seller or any ERISA Affiliate that results in liability under Section 4201 or 4204 of ERISA (including the obligation to satisfy secondary liability as a result of a purchaser default) or the receipt by Seller or any ERISA Affiliate of notice from a Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA or that it intends to terminate or has terminated under Section 4041A of ERISA;
e. the institution of a proceeding by a fiduciary of any Multiemployer Plan against Seller or any ERISA Affiliate to enforce Section 515 of ERISA, which proceeding is not dismissed within 30 days; and
f. the adoption of an amendment to any Plan that, pursuant to Section 401(a)(29) of the Code or Section 307 of ERISA, would result in the loss of tax-exempt status of the trust of which such Plan is a part if Seller or an ERISA Affiliate fails to timely provide security to such Plan in accordance with the provisions of said Sections.
(v) Seller will furnish to Buyer, at the time it furnishes each set of the financial statements delivered pursuant to clauses paragraphs (i) through or (iiiii) above, (1) a Compliance Certificate signed of a Responsible Officer of the Guarantor , and (2) a certificate of a Responsible Officer of Guarantor Seller to the effect that, to the best of such Responsible Officer’s knowledge, each Seller and Guarantor during such fiscal period or year has observed or performed all of its covenants and other agreements, and satisfied every material condition, contained in this Agreement and the other Program Documents to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default, Event of Default or Event of Default Termination except as specified in such certificate (and, if any Default, Event of Default or Event of Default Termination has occurred and is continuing, describing the same in reasonable detail and describing the action such Seller or Guarantor, as applicable, has taken or proposes to take with respect thereto);
(v) Reserved;
(vi) From time to time such other information regarding the financial condition, operations, assets (including information regarding asset allocation, leverage, and liquidity) and such other information respecting the condition or operations (financial or otherwise), of Sellers or Guarantor as Buyer may reasonably request, within three (3) Business Days of such request;
(vii) Within eight (8) days after the end of each month, (i) a report of all sales, repurchase and other transactions with respect to the Loans or any Loans owned by a Trust represented by a Purchased Certificate, (ii) a properly completed Loan Schedule with respect to each Purchased Loan and each Loan owned by a Trust represented by a Purchased Certificate, (iii) servicing reports for the prior month, including static pool analyses, liquidity (cash and availability) and identification of any modifications to any Purchased Loans and Loans owned by a Trust represented by a Purchased Certificate, (iv) servicing data feeds for the prior month detailing Loan level attributes; and (v) reports reflecting those Purchased Loans and Loans owned by a Trust represented by a Purchased Certificate that are expected to become real estate owned properties within sixty (60) days;
(viii) At least five (5) Business Days prior to the effectiveness of any proposed amendment, modification or supplement to the any Trust Document, a copy of such amendment, modification or supplement;
(ix) As soon as reasonably possible, and in any event within fifteen (15) days after a Responsible Officer knows or has reason to believe, that any of the events or conditions specified below with respect to any Plan or Multiemployer Plan has occurred or exists, a statement signed by a senior financial officer of the Seller setting forth details respecting such event or condition and the action, if any, that the related Seller or its ERISA Affiliate proposes to take with respect thereto (and a copy of any report or notice required to be filed with or given to PBGC by the related Seller or an ERISA Affiliate with respect to such event or condition):
(A) any Reportable Event, or any request for a waiver under Section 412(c) of the Code for any Plan;
(B) the distribution under Section 4041(c) of ERISA of a notice of intent to terminate any Plan or any action taken by either Seller, Guarantor or an ERISA Affiliate to terminate any Plan;
(C) the institution by PBGC of proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by a Seller, Guarantor or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by PBGC with respect to such Multiemployer Plan;
(D) the complete or partial withdrawal from a Multiemployer Plan by Seller or any ERISA Affiliate that results in liability under Section 4201 or 4204 of ERISA (including the obligation to satisfy secondary liability as a result of a purchaser default) or the receipt by a Seller or any ERISA Affiliate of notice from a Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA or that it intends to terminate or has terminated under Section 4041A of ERISA;
(E) the institution of a proceeding by a fiduciary of any Multiemployer Plan against a Seller or any ERISA Affiliate to enforce Section 515 of ERISA, which proceeding is not dismissed within 30 days; and
(F) the adoption of an amendment to any Plan that, pursuant to Section 401(a)(29) of the Code, would result in the loss of tax-exempt status of the trust of which such Plan is a part if a Seller or an ERISA Affiliate fails to timely provide security to such Plan in accordance with the provisions of said Sections.
Appears in 1 contract
Financial Statements and Other Information; Financial Covenants. Sellers United Shore shall deliver or cause to be delivered to Buyer:
(i) As soon as available and in any event within 45 days [***] after the end of each calendar month, the consolidated balance sheets of Sellers United Shore and Guarantor and their its consolidated Subsidiaries as at the end of such month, the related unaudited consolidated statements of income and retained earnings and of cash flows for Sellers United Shore and Guarantor and their its consolidated Subsidiaries for such period and the portion of the fiscal year through the end of such period, and consolidated statements of liquidity of Sellers United Shore and Guarantor and their its consolidated Subsidiaries as at the end of such period, setting forth in each case in comparative form the figures for the previous year, accompanied by a certificate of a Responsible Officer of GuarantorUnited Shore, which certificate shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Guarantor United Shore and its Subsidiaries in accordance with GAAP, consistently applied, as at the end of, and for, such month (subject to normal year-end audit adjustmentsadjustments and the addition of footnotes);
(ii) As soon as available and in any event within 45 days after the end of each of the first three quarterly fiscal periods of each fiscal year of Sellers and Guarantor, the consolidated balance sheets of Sellers and Guarantor and their consolidated Subsidiaries as at the end of such period and the related unaudited consolidated statements of income and retained earnings and of cash flows for Sellers and Guarantor and their consolidated Subsidiaries for such period and the portion of the fiscal year through the end of such period, and consolidated statements of liquidity of Sellers and Guarantor and their consolidated Subsidiaries as at the end of such period, setting forth in each case in comparative form the figures for the previous year, accompanied by a certificate of a Responsible Officer of Guarantor, which certificate shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Guarantor and its Subsidiaries in accordance with GAAP, consistently applied, as at the end of, and for, such period (subject to normal year-end audit adjustments)[Reserved];
(iii) As soon as available and in any event within 90 days [***] after the end of each fiscal year of GuarantorUnited Shore, the audited consolidated balance sheets of Sellers United Shore and Guarantor and their its consolidated Subsidiaries as at the end of such fiscal year and the related audited consolidated statements of income and retained earnings and of cash flows for Seller United Shore and Guarantor and their its consolidated Subsidiaries for such year, and consolidated statements of liquidity of Sellers United Shore and Guarantor and their its consolidated Subsidiaries as at the end of such year, setting forth in each case in comparative form the figures for the previous year, accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall not be qualified as to scope of audit or going concern and shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Sellers United Shore and Guarantor and their its consolidated Subsidiaries at the end of, and for, such fiscal year in accordance with GAAP;
(iv) Together with each set of the financial statements delivered pursuant to clauses (iSections 13(a)(i) through and (iii) above, (1) a Compliance Certificate signed of a Responsible Officer of United Shore in the Guarantor form of Exhibit A attached hereto (such certificate, a “Compliance Certificate”);
(v) Within [***] after receipt by United Shore of a request from Buyer, copies certified by United Shore of all consents, licenses and approvals, if any, required in connection with the execution, delivery and performance by United Shore of, and the validity and enforceability of, the Loan Documents, which consents, licenses and approvals shall be in full force and effect, including but not limited to, evidence of United Shore’s VA and RHS approval as lender, evidence of United Shore’s FHA approval as a mortgagee and FHA, VA and RHS approval as a servicer of the Loans, as well as FHA, VA and RHS approval of any Servicer or Subservicer, as applicable, of the Loans;
(vi) From time to time (A) such other information regarding the Purchased Items, financial condition, operations, well-being or business of United Shore (including but not limited to any information regarding any Repurchase Obligation made upon a Seller by any third party investors (including any Agency)) as Buyer may reasonably request, within [***] of such request (or such longer period agreed to by Buyer) and (B) if such Loan was consummated on or after January 10, 2014 copies of all documentation in connection with the underwriting and origination of any Purchased Asset that evidences compliance with the Ability to Repay Rule and the QM Rule, as Buyer may reasonably request, as soon as possible but in any event no later than [***] following such request, and in all cases, subject to applicable confidentiality terms;
(vii) From time to time at the request of Buyer, United Shore shall provide Buyer with a paper copy produced by United Shore internal mortgage tracking system reflecting that the Loans are owned in the name of the United Shore within [***] of such request;
(viii) As soon as available, and in any event within [***] after the date on which any audit reports with respect to United Shore or its Subsidiaries or Affiliates are required to be delivered to HUD or any Agency, to the extent not prohibited by HUD or the related Agency, copies of any such reports, performed and delivered in compliance with all requirements of HUD or such Agency and accompanied by an opinion thereon of an independent certified public accountant;
(ix) Within (A) [***] after receipt by Sellers of a request from Buyer, the servicing valuation conducted by United Shore and used to support the calculation of the servicing multiple used in determining the book value of United Shore servicing portfolio in accordance with GAAP; and (B) if so requested by Buyer, within [***] of its completion, the servicing valuation conducted by a Valuation Agent and used to support the calculation of the servicing multiple used in determining the book value of United Shore’s servicing portfolio in accordance with GAAP;
(x) [Reserved];
(xi) Promptly after receipt by Sellers of a request from Buyer, United Shore shall provide copies of or United Shore latest Quality Control Program reports and all responses made by the management of or United Shore to address any issues, risks, vulnerabilities or adverse findings contained in such Quality Control Program;
(xii) As soon as reasonably possible, and in any event within [***] after a Responsible Officer knows or has reason to believe, that any of the events or conditions specified below with respect to any Plan or Multiemployer Plan has occurred or exists, a statement signed by a senior financial officer of United Shore setting forth details respecting such event or condition and the action, if any, that United Shore or its ERISA Affiliate proposes to take with respect thereto (and a copy of any report or notice required to be filed with or given to PBGC by United Shore or an ERISA Affiliate with respect to such event or condition):
(A) any Reportable Event and any request for a waiver under Section 412(c) of the Code for any Plan;
(B) the distribution under Section 4041(c) of ERISA of a notice of intent to terminate any Plan or any action taken by United Shore or an ERISA Affiliate to terminate any Plan;
(C) the institution by PBGC of proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by United Shore or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by PBGC with respect to such Multiemployer Plan;
(D) the complete or partial withdrawal from a Multiemployer Plan by United Shore or any ERISA Affiliate that results in liability under Section 4201 or 4204 of ERISA (including the obligation to satisfy secondary liability as a result of a purchaser default) or the receipt by United Shore or any ERISA Affiliate of notice from a Multiemployer Plan that it is in insolvency pursuant to Section 4241 or 4245 of ERISA or that it intends to terminate or has terminated under Section 4041A of ERISA; and
(E) the institution of a proceeding by a fiduciary of any Multiemployer Plan against United Shore or any ERISA Affiliate to enforce Section 515 of ERISA, which proceeding is not dismissed within 30 days; and
(F) the adoption of an amendment to any Plan that, pursuant to Section 401(a)(29) of the Code or Section 307 of ERISA, would result in the loss of tax-exempt status of the trust of which such Plan is a part if United Shore or an ERISA Affiliate fails to timely provide security to such Plan in accordance with the provisions of said Sections.
(xiii) To the extent available, as soon as available and in any event within [***] after the end of each calendar month, (A) a report of the aggregate amount of Repurchase Obligations, which report shall be attached as a schedule to the monthly Compliance Certificate, and (B) a report of the aggregate amount of Repurchase Obligations paid by a Seller together with an estimate of amounts expected to be Repurchase Obligations in the subsequent two (2) months, which report shall be attached as a schedule to the monthly Compliance Certificate; and
(xiv) (A) Promptly upon any request of Buyer, and in any event within [***] after the date of any such request, copies of any appraisals, evaluation reports or broker’s price opinions or other valuations with respect to United Shore mortgage loan and/or servicing portfolio and (B) promptly at the end of each quarterly fiscal period of each fiscal year, any valuation report regarding United Shore servicing and/or mortgage loan portfolio conducted by a nationally recognized valuation provider reasonably acceptable to Buyer. United Shore will furnish to Buyer, at the time it furnishes each set of financial statements pursuant to Section 13(a)(iii) above, a certificate of a Responsible Officer of Guarantor United Shore and Participation Seller to the effect that, to the best of such Responsible Officer’s knowledge, each Seller and Guarantor during such fiscal period or year has observed or performed all of its covenants and other agreements, and satisfied every material condition, contained in this Agreement and the other Program Documents to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate (and, if any Default or Event of Default has occurred and is continuing, describing the same in reasonable detail and describing the action such Seller or Guarantor, as applicable, has taken or proposes to take with respect thereto);
(v) Reserved;
(vi) From time to time such other information regarding the financial condition, operations, assets (including information regarding asset allocation, leverage, and liquidity) and such other information respecting the condition or operations (financial or otherwise), of Sellers or Guarantor as Buyer may reasonably request, within three (3) Business Days of such request;
(vii) Within eight (8) days after the end of each month, (i) a report of all sales, repurchase and other transactions with respect to the Loans or any Loans owned by a Trust represented by a Purchased Certificate, (ii) a properly completed Loan Schedule with respect to each Purchased Loan and each Loan owned by a Trust represented by a Purchased Certificate, (iii) servicing reports for the prior month, including static pool analyses, liquidity (cash and availability) and identification of any modifications to any Purchased Loans and Loans owned by a Trust represented by a Purchased Certificate, (iv) servicing data feeds for the prior month detailing Loan level attributes; and (v) reports reflecting those Purchased Loans and Loans owned by a Trust represented by a Purchased Certificate that are expected to become real estate owned properties within sixty (60) days;
(viii) At least five (5) Business Days prior to the effectiveness of any proposed amendment, modification or supplement to the any Trust Document, a copy of such amendment, modification or supplement;
(ix) As soon as reasonably possible, and in any event within fifteen (15) days after a Responsible Officer knows or has reason to believe, that any of the events or conditions specified below with respect to any Plan or Multiemployer Plan has occurred or exists, a statement signed by a senior financial officer of the Seller setting forth details respecting such event or condition and the action, if any, that the related Seller or its ERISA Affiliate proposes to take with respect thereto (and a copy of any report or notice required to be filed with or given to PBGC by the related Seller or an ERISA Affiliate with respect to such event or condition):
(A) any Reportable Event, or any request for a waiver under Section 412(c) of the Code for any Plan;
(B) the distribution under Section 4041(c) of ERISA of a notice of intent to terminate any Plan or any action taken by either Seller, Guarantor or an ERISA Affiliate to terminate any Plan;
(C) the institution by PBGC of proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by a Seller, Guarantor or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by PBGC with respect to such Multiemployer Plan;
(D) the complete or partial withdrawal from a Multiemployer Plan by Seller or any ERISA Affiliate that results in liability under Section 4201 or 4204 of ERISA (including the obligation to satisfy secondary liability as a result of a purchaser default) or the receipt by a Seller or any ERISA Affiliate of notice from a Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA or that it intends to terminate or has terminated under Section 4041A of ERISA;
(E) the institution of a proceeding by a fiduciary of any Multiemployer Plan against a Seller or any ERISA Affiliate to enforce Section 515 of ERISA, which proceeding is not dismissed within 30 days; and
(F) the adoption of an amendment to any Plan that, pursuant to Section 401(a)(29) of the Code, would result in the loss of tax-exempt status of the trust of which such Plan is a part if a Seller or an ERISA Affiliate fails to timely provide security to such Plan in accordance with the provisions of said Sections.
Appears in 1 contract
Financial Statements and Other Information; Financial Covenants. Sellers shall deliver or cause to be delivered to Buyer:
(i) As soon as available and in any event within 45 days after the end of each calendar month, the consolidated balance sheets of Sellers and Guarantor and their consolidated Subsidiaries as at the end of such month, the related unaudited consolidated statements of income and retained earnings and of cash flows for Sellers and Guarantor and their consolidated Subsidiaries for such period and the portion of the fiscal year through the end of such period, and consolidated statements of liquidity of Sellers and Guarantor and their consolidated Subsidiaries as at the end of such period, setting forth in each case in comparative form the figures for the previous year, accompanied by a certificate of a Responsible Officer of Guarantor, which certificate shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Guarantor and its Subsidiaries in accordance with GAAP, consistently applied, as at the end of, and for, such month (subject to normal year-end audit adjustments);
(ii) As soon as available and in any event within 45 days after the end of each of the first three quarterly fiscal periods of each fiscal year of Sellers and Guarantor, the consolidated balance sheets of Sellers and Guarantor and their consolidated Subsidiaries as at the end of such period and the related unaudited consolidated statements of income and retained earnings and of cash flows for Sellers and Guarantor and their consolidated Subsidiaries for such period and the portion of the fiscal year through the end of such period, and consolidated statements of liquidity of Sellers and Guarantor and their consolidated Subsidiaries as at the end of such period, setting forth in each case in comparative form the figures for the previous year, accompanied by a certificate of a Responsible Officer of Guarantor, which certificate shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Guarantor and its Subsidiaries in accordance with GAAP, consistently applied, as at the end of, and for, such period (subject to normal year-end audit adjustments);
(iii) As soon as available and in any event within 90 days after the end of each fiscal year of Guarantor, the consolidated balance sheets of Sellers and Guarantor and their consolidated Subsidiaries as at the end of such fiscal year and the related consolidated statements of income and retained earnings and of cash flows for each Seller and Guarantor and their consolidated Subsidiaries for such year, and consolidated statements of liquidity of Sellers and Guarantor and their consolidated Subsidiaries as at the end of such year, setting forth in each case in comparative form the figures for the previous year, accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall not be qualified as to scope of audit or going concern and shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Sellers and Guarantor and their consolidated Subsidiaries at the end of, and for, such fiscal year in accordance with GAAP;
(iv) Together with each set of the financial statements delivered pursuant to clauses (i) through (iii) above, (1) a Compliance Certificate signed of a Responsible Officer of the Guarantor Guarantor, and (2) a certificate of a Responsible Officer of Guarantor to the effect that, to the best of such Responsible Officer’s knowledge, each Seller and Guarantor during such fiscal period or year has observed or performed all of its covenants and other agreements, and satisfied every material condition, contained in this Agreement and the other Program Documents to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate (and, if any Default or Event of Default has occurred and is continuing, describing the same in reasonable detail and describing the action such Seller or Guarantor, as applicable, has taken or proposes to take with respect thereto);
(v) Reserved;
(vi) From time to time such other information regarding the financial condition, operations, assets (including information regarding asset allocation, leverage, and liquidity) and such other information respecting the condition or operations (financial or otherwise), of Sellers or Guarantor as Buyer may reasonably request, within three five (35) Business Days of such request;;
(vii) Within eight (8) days after the end of each month, (i) a report of all sales, repurchase and other transactions with respect to the Loans or any Loans owned by a Trust represented by a Purchased Certificate, (ii) a properly completed Loan Schedule with respect to each Purchased Loan and each Loan owned by a Trust represented by a Purchased Certificate, (iii) servicing reports for the prior month, including static pool analyses, liquidity (cash and availability) and identification of any modifications to any Purchased Loans and Loans owned by a Trust represented by a Purchased Certificate, (iv) servicing data feeds for the prior month detailing Loan level attributes; and (v) reports reflecting those Purchased Loans and Loans owned by a Trust represented by a Purchased Certificate that are expected to become real estate owned properties within sixty (60) days;
(viii) At least five (5) Business Days prior to the effectiveness of any proposed amendment, modification or supplement to the any Trust Document, a copy of such amendment, modification or supplement;
(ix) As soon as reasonably possible, and in any event within fifteen (15) days after a Responsible Officer knows or has reason to believe, that any of the events or conditions specified below with respect to any Plan or Multiemployer Plan has occurred or exists, a statement signed by a senior financial officer of the related Seller setting forth details respecting such event or condition and the action, if any, that the related such Seller or its ERISA Affiliate proposes to take with respect thereto (and a copy of any report or notice required to be filed with or given to PBGC by the related Seller or an ERISA Affiliate with respect to such event or condition):
(A) any Reportable Event, or any request for a waiver under Section 412(c) of the Code for any Plan;
(B) the distribution under Section 4041(c) of ERISA of a notice of intent to terminate any Plan or any action taken by either any Seller, Guarantor or an ERISA Affiliate to terminate any Plan;
(C) the institution by PBGC of proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by a Seller, Guarantor or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by PBGC with respect to such Multiemployer Plan;
(D) the complete or partial withdrawal from a Multiemployer Plan by a Seller or any ERISA Affiliate that results in liability under Section 4201 or 4204 of ERISA (including the obligation to satisfy secondary liability as a result of a purchaser default) or the receipt by a Seller or any ERISA Affiliate of notice from a Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA or that it intends to terminate or has terminated under Section 4041A of ERISA;;
(E) the institution of a proceeding by a fiduciary of any Multiemployer Plan against a Seller or any ERISA Affiliate to enforce Section 515 of ERISA, which proceeding is not dismissed within 30 days; and
(F) the adoption of an amendment to any Plan that, pursuant to Section 401(a)(29) of the Code, would result in the loss of tax-exempt status of the trust of which such Plan is a part if a Seller or an ERISA Affiliate fails to timely provide security to such Plan in accordance with the provisions of said Sections.
Appears in 1 contract
Financial Statements and Other Information; Financial Covenants. Sellers Subject to the provisions of Section 41 hereof, Seller shall deliver or cause to be delivered to Buyer:
(i) As soon as available and in any event within 45 forty-five (45) days after the end of each calendar monthof the first three quarterly fiscal periods of each fiscal year of the Seller, a certification in the form of Exhibit A attached hereto to the attention of Ms. Xxxxxx Theivakumaran, Telephone: 000-000-0000, Facsimile: 000-000-0000 together with the unaudited consolidated balance sheets sheet of Sellers the Seller and Guarantor and their its consolidated Subsidiaries as at the end of such month, period and the related unaudited consolidated statements of income and retained earnings income, and of cash flows for Sellers the Seller and Guarantor and their its consolidated Subsidiaries for such period and the portion of the fiscal year through the end of such period, and consolidated statements of liquidity of Sellers and Guarantor and their consolidated Subsidiaries as at the end of such period, setting forth in each case in comparative form the figures for the previous year, accompanied by a certificate of a Responsible Officer of GuarantorSeller, which certificate shall state that said consolidated financial statements fairly present in all material respects the consolidated financial condition and results of operations of Guarantor the Seller and its Subsidiaries in accordance with GAAP, consistently applied, as at the end of, and for, such month (subject to normal year-end audit adjustments);
(ii) As soon as available and in any event within 45 days after the end of each of the first three quarterly fiscal periods of each fiscal year of Sellers and Guarantor, the consolidated balance sheets of Sellers and Guarantor and their consolidated Subsidiaries as at the end of such period and the related unaudited consolidated statements of income and retained earnings and of cash flows for Sellers and Guarantor and their consolidated Subsidiaries for such period and the portion of the fiscal year through the end of such period, and consolidated statements of liquidity of Sellers and Guarantor and their consolidated Subsidiaries as at the end of such period, setting forth in each case in comparative form the figures for the previous year, accompanied by a certificate of a Responsible Officer of Guarantor, which certificate shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Guarantor and its Subsidiaries in accordance with GAAP, consistently applied, as at the end of, and for, such period (subject to normal year-end audit adjustmentsadjustments and the absence of footnotes);
(iiiii) As soon as available and in any event within 90 ninety (90) days after the end of each fiscal year of Guarantorthe Seller, the consolidated balance sheets sheet of Sellers the Seller and Guarantor and their its consolidated Subsidiaries as at the end of such fiscal year and the related consolidated statements of income and retained earnings and of cash flows for the Seller and Guarantor and their its consolidated Subsidiaries for such year, and consolidated statements of liquidity of Sellers and Guarantor and their consolidated Subsidiaries as at the end of such year, setting forth in each case in comparative form the figures for the previous yearyear and including all footnotes thereto, accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall not be qualified as to scope of audit or going concern and shall state that said consolidated financial statements fairly present in all material respects the consolidated financial condition and results of operations of Sellers the Seller and Guarantor and their its consolidated Subsidiaries at the end of, and for, such fiscal year in accordance with GAAP;
(iii) From time to time, copies of all documentation in connection with the underwriting and origination of any Purchased Loan (other than a Purchased Loan that is an Agency Eligible Loan or a Government Loan) that evidences compliance with the QM Rule or the Ability to Repay Rule, as applicable, including without limitation all necessary third-party records that demonstrate such compliance, in each case as Buyer may reasonably request; provided that (A) any such request shall be made in writing and shall provide the Seller at least ten (10) Business Days to provide such requested information, and (B) if the Seller objects to the provision to Buyer of any such requested information, Buyer and the Seller shall work in good faith to resolve any such objection;
(iv) Together with Promptly, from time to time, such other information regarding the business affairs, operations and financial condition of Seller as Buyer may reasonably request; and
(v) At the xxxx Xxxxxx furnishes each set of the financial statements delivered pursuant to clauses paragraphs (i) through or (iiiii) above, Seller shall provide its most recent report on its internal quality control program that evaluates and monitors, on a regular basis, the overall quality of its loan origination and servicing activities and that: ensures that the Loans are serviced in accordance with Accepted Servicing Practices; guards against dishonest, fraudulent, or negligent acts; and guards against errors and omissions by officers, employees, or other authorized persons. The Seller will furnish to Buyer, at the time it furnishes each set of financial statements pursuant to paragraphs (1i) a Compliance Certificate signed of a Responsible Officer of the Guarantor or (ii) above, and (2) a certificate of a Responsible Officer of Guarantor to Seller on behalf of Seller in the effect form of Exhibit A hereto (each a “Compliance Certificate”) stating that, to the best of such Responsible Officer’s knowledge, each as of the last day of the fiscal quarter or fiscal year for which financial statements are being provided with such certification, Seller is in compliance in all material respects with all provisions and Guarantor during such fiscal period or year has observed or performed all terms of its covenants and other agreements, and satisfied every material condition, contained in this Agreement and the other Program Documents to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default has occurred under this Agreement which has not previously been waived, except as specified in such certificate (and, if any Default or Event of Default has occurred and is continuing, describing the same in reasonable detail and describing the action such Seller or Guarantor, as applicable, has taken or proposes to take with respect thereto);
(v) Reserved;
(vi) From time to time such other information regarding the financial condition, operations, assets (including information regarding asset allocation, leverage, and liquidity) and such other information respecting the condition or operations (financial or otherwise), of Sellers or Guarantor as Buyer may reasonably request, within three (3) Business Days of such request;
(vii) Within eight (8) days after the end of each month, (i) a report of all sales, repurchase and other transactions with respect to the Loans or any Loans owned by a Trust represented by a Purchased Certificate, (ii) a properly completed Loan Schedule with respect to each Purchased Loan and each Loan owned by a Trust represented by a Purchased Certificate, (iii) servicing reports for the prior month, including static pool analyses, liquidity (cash and availability) and identification of any modifications to any Purchased Loans and Loans owned by a Trust represented by a Purchased Certificate, (iv) servicing data feeds for the prior month detailing Loan level attributes; and (v) reports reflecting those Purchased Loans and Loans owned by a Trust represented by a Purchased Certificate that are expected to become real estate owned properties within sixty (60) days;
(viii) At least five (5) Business Days prior to the effectiveness of any proposed amendment, modification or supplement to the any Trust Document, a copy of such amendment, modification or supplement;
(ix) As soon as reasonably possible, and in any event within fifteen (15) days after a Responsible Officer knows or has reason to believe, that any of the events or conditions specified below with respect to any Plan or Multiemployer Plan has occurred or exists, a statement signed by a senior financial officer of the Seller setting forth details respecting such event or condition and the action, if any, that the related Seller or its ERISA Affiliate proposes to take with respect thereto (and a copy of any report or notice required to be filed with or given to PBGC by the related Seller or an ERISA Affiliate with respect to such event or condition):
(A) any Reportable Event, or any request for a waiver under Section 412(c) of the Code for any Plan;
(B) the distribution under Section 4041(c) of ERISA of a notice of intent to terminate any Plan or any action taken by either Seller, Guarantor or an ERISA Affiliate to terminate any Plan;
(C) the institution by PBGC of proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by a Seller, Guarantor or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by PBGC with respect to such Multiemployer Plan;
(D) the complete or partial withdrawal from a Multiemployer Plan by Seller or any ERISA Affiliate that results in liability under Section 4201 or 4204 of ERISA (including the obligation to satisfy secondary liability as a result of a purchaser default) or the receipt by a Seller or any ERISA Affiliate of notice from a Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA or that it intends to terminate or has terminated under Section 4041A of ERISA;
(E) the institution of a proceeding by a fiduciary of any Multiemployer Plan against a Seller or any ERISA Affiliate to enforce Section 515 of ERISA, which proceeding is not dismissed within 30 days; and
(F) the adoption of an amendment to any Plan that, pursuant to Section 401(a)(29) of the Code, would result in the loss of tax-exempt status of the trust of which such Plan is a part if a Seller or an ERISA Affiliate fails to timely provide security to such Plan in accordance with the provisions of said Sections.
Appears in 1 contract
Samples: Master Repurchase Agreement (Rocket Companies, Inc.)
Financial Statements and Other Information; Financial Covenants. Sellers Subject to the provisions of Section 41 hereof, Seller shall deliver or cause to be delivered to Buyer:
(i) As soon as available and in any event within 45 forty-five (45) days after the end of each calendar month, the unaudited consolidated balance sheets sheet of Sellers Seller and Guarantor and their its consolidated Subsidiaries as at the end of such month, period and the related unaudited consolidated statements of income and retained earnings and of cash flows for Sellers Seller and Guarantor and their its consolidated Subsidiaries for such period and the portion of the fiscal year through the end of such period, setting forth in each case in comparative form the figures for the previous year;
(ii) As soon as available and in any event within forty-five (45) days after the end of each of the first three quarterly fiscal periods of each fiscal year of Seller, a certification in the form of Exhibit A attached hereto to Buyer and Agent in accordance with Section 21 together with the unaudited consolidated statements balance sheet of liquidity of Sellers Seller and Guarantor and their its consolidated Subsidiaries as at the end of such period and the related unaudited consolidated statements of income and of cash flows for Seller and its consolidated Subsidiaries for such period and the portion of the fiscal year through the end of such period, setting forth in each case in comparative form the figures for the previous year, accompanied by a certificate of a Responsible Officer of GuarantorSeller, which certificate shall state that said consolidated financial statements fairly present in all material respects the consolidated financial condition and results of operations of Guarantor Seller and its Subsidiaries in accordance with GAAP, consistently applied, as at the end of, and for, such month (subject to normal year-end audit adjustments);
(ii) As soon as available and in any event within 45 days after the end of each of the first three quarterly fiscal periods of each fiscal year of Sellers and Guarantor, the consolidated balance sheets of Sellers and Guarantor and their consolidated Subsidiaries as at the end of such period and the related unaudited consolidated statements of income and retained earnings and of cash flows for Sellers and Guarantor and their consolidated Subsidiaries for such period and the portion of the fiscal year through the end of such period, and consolidated statements of liquidity of Sellers and Guarantor and their consolidated Subsidiaries as at the end of such period, setting forth in each case in comparative form the figures for the previous year, accompanied by a certificate of a Responsible Officer of Guarantor, which certificate shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Guarantor and its Subsidiaries in accordance with GAAP, consistently applied, as at the end of, and for, such period (subject to normal year-end audit adjustmentsadjustments and the absence of footnotes);
(iii) As soon as available and in any event within 90 ninety (90) days after the end of each fiscal year of GuarantorSeller, the consolidated balance sheets sheet of Sellers Seller and Guarantor and their its consolidated Subsidiaries as at the end of such fiscal year and the related consolidated statements of income and retained earnings and of cash flows for Seller and Guarantor and their its consolidated Subsidiaries for such year, and consolidated statements of liquidity of Sellers and Guarantor and their consolidated Subsidiaries as at the end of such year, setting forth in each case in comparative form the figures for the previous year, accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall not be qualified as to scope of audit or going concern and shall state that said consolidated financial statements fairly present in all material respects the consolidated financial condition and results of operations of Sellers Seller and Guarantor and their its consolidated Subsidiaries at the end of, and for, such fiscal year in accordance with GAAP;
(iv) Together From time to time, copies of all documentation in connection with the underwriting and origination of any Purchased Loan (other than a Purchased Loan that is an Agency Eligible Loan or a Government Loan) that evidences compliance with the QM Rule or the Ability to Repay Rule, as applicable, including without limitation all necessary third-party records that demonstrate such compliance, in each case as Buyer (or Agent on behalf of Buyer) may reasonably request; provided that (A) any such request shall be made in writing and shall provide Seller at least ten (10) Business Days to provide such requested information, and (B) if Seller objects to the provision to Buyer of any such requested information, Buyer and Seller shall work in good faith to resolve any such objection; and
(v) Within three (3) Business Days of a written request by Buyer (or Agent on behalf of Buyer), from time to time, such other information regarding the business affairs, operations and financial condition of Seller as Buyer (or Agent on behalf of Buyer) may reasonably request. Seller will furnish to Buyer, at the time it furnishes each set of the financial statements delivered pursuant to clauses paragraphs (iii) through or (iii) above, (1) a Compliance Certificate signed of a Responsible Officer of the Guarantor , and (2) a certificate of a Responsible Officer of Guarantor to Seller on behalf of Seller in the effect form of Exhibit A hereto (each a “Compliance Certificate”) stating that, to the best of such Responsible Officer’s knowledge, each as of the last day of the fiscal quarter or fiscal year for which financial statements are being provided with such certification, Seller is in compliance in all material respects with all provisions and Guarantor during such fiscal period or year has observed or performed all terms of its covenants and other agreements, and satisfied every material condition, contained in this Agreement and the other Program Documents to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default has occurred under this Agreement which has not previously been disclosed or waived, except as specified in such certificate (and, if any Default or Event of Default has occurred and is continuing, describing the same in reasonable detail and describing the action such Seller or Guarantor, as applicable, has taken or proposes to take with respect thereto);
(v) Reserved;
(vi) From time to time such other information regarding the financial condition, operations, assets (including information regarding asset allocation, leverage, and liquidity) and such other information respecting the condition or operations (financial or otherwise), of Sellers or Guarantor as Buyer may reasonably request, within three (3) Business Days of such request;
(vii) Within eight (8) days after the end of each month, (i) a report of all sales, repurchase and other transactions with respect to the Loans or any Loans owned by a Trust represented by a Purchased Certificate, (ii) a properly completed Loan Schedule with respect to each Purchased Loan and each Loan owned by a Trust represented by a Purchased Certificate, (iii) servicing reports for the prior month, including static pool analyses, liquidity (cash and availability) and identification of any modifications to any Purchased Loans and Loans owned by a Trust represented by a Purchased Certificate, (iv) servicing data feeds for the prior month detailing Loan level attributes; and (v) reports reflecting those Purchased Loans and Loans owned by a Trust represented by a Purchased Certificate that are expected to become real estate owned properties within sixty (60) days;
(viii) At least five (5) Business Days prior to the effectiveness of any proposed amendment, modification or supplement to the any Trust Document, a copy of such amendment, modification or supplement;
(ix) As soon as reasonably possible, and in any event within fifteen (15) days after a Responsible Officer knows or has reason to believe, that any of the events or conditions specified below with respect to any Plan or Multiemployer Plan has occurred or exists, a statement signed by a senior financial officer of the Seller setting forth details respecting such event or condition and the action, if any, that the related Seller or its ERISA Affiliate proposes to take with respect thereto (and a copy of any report or notice required to be filed with or given to PBGC by the related Seller or an ERISA Affiliate with respect to such event or condition):
(A) any Reportable Event, or any request for a waiver under Section 412(c) of the Code for any Plan;
(B) the distribution under Section 4041(c) of ERISA of a notice of intent to terminate any Plan or any action taken by either Seller, Guarantor or an ERISA Affiliate to terminate any Plan;
(C) the institution by PBGC of proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by a Seller, Guarantor or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by PBGC with respect to such Multiemployer Plan;
(D) the complete or partial withdrawal from a Multiemployer Plan by Seller or any ERISA Affiliate that results in liability under Section 4201 or 4204 of ERISA (including the obligation to satisfy secondary liability as a result of a purchaser default) or the receipt by a Seller or any ERISA Affiliate of notice from a Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA or that it intends to terminate or has terminated under Section 4041A of ERISA;
(E) the institution of a proceeding by a fiduciary of any Multiemployer Plan against a Seller or any ERISA Affiliate to enforce Section 515 of ERISA, which proceeding is not dismissed within 30 days; and
(F) the adoption of an amendment to any Plan that, pursuant to Section 401(a)(29) of the Code, would result in the loss of tax-exempt status of the trust of which such Plan is a part if a Seller or an ERISA Affiliate fails to timely provide security to such Plan in accordance with the provisions of said Sections.
Appears in 1 contract
Samples: Master Repurchase Agreement (Rocket Companies, Inc.)
Financial Statements and Other Information; Financial Covenants. Sellers Subject to the provisions of Section 40 hereof, Seller shall deliver or cause to be delivered to Buyer:
(i) As soon as available and in any event within 45 forty-five (45) days after the end of each calendar monthof the first three quarterly fiscal periods of each fiscal year of the Seller, a certification in the form of Exhibit A attached hereto via electronic mail to XxxxxxXxxxxxxxxxxX0@xxxxxxxx.xxx, XXXxxxXxxxxxxxx@xxxxxxxx.xxx and XXXXXxxxxxx@xxxxxxxxxxxxxxx.xxx together with the unaudited consolidated balance sheets sheet of Sellers the Seller and Guarantor and their its consolidated Subsidiaries as at the end of such month, period and the related unaudited consolidated statements of income and retained earnings income, and of cash flows for Sellers the Seller and Guarantor and their its consolidated Subsidiaries for such period and the portion of the fiscal year through the end of such period, and consolidated statements of liquidity of Sellers and Guarantor and their consolidated Subsidiaries as at the end of such period, setting forth in each case in comparative form the figures for the previous year, accompanied by a certificate of a Responsible Officer of GuarantorSeller, which certificate shall state that said consolidated financial statements fairly present in all material respects the consolidated financial condition and results of operations of Guarantor the Seller and its Subsidiaries in accordance with GAAP, consistently applied, as at the end of, and for, such month (subject to normal year-end audit adjustments);
(ii) As soon as available and in any event within 45 days after the end of each of the first three quarterly fiscal periods of each fiscal year of Sellers and Guarantor, the consolidated balance sheets of Sellers and Guarantor and their consolidated Subsidiaries as at the end of such period and the related unaudited consolidated statements of income and retained earnings and of cash flows for Sellers and Guarantor and their consolidated Subsidiaries for such period and the portion of the fiscal year through the end of such period, and consolidated statements of liquidity of Sellers and Guarantor and their consolidated Subsidiaries as at the end of such period, setting forth in each case in comparative form the figures for the previous year, accompanied by a certificate of a Responsible Officer of Guarantor, which certificate shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Guarantor and its Subsidiaries in accordance with GAAP, consistently applied, as at the end of, and for, such period (subject to normal year-end audit adjustmentsadjustments and the absence of footnotes);
(iiiii) As soon as available and in any event within 90 ninety (90) days after the end of each fiscal year of Guarantorthe Seller, the consolidated balance sheets sheet of Sellers the Seller and Guarantor and their its consolidated Subsidiaries as at the end of such fiscal year and the related consolidated statements of income and retained earnings and of cash flows for the Seller and Guarantor and their its consolidated Subsidiaries for such year, year and consolidated statements of liquidity of Sellers and Guarantor and their consolidated Subsidiaries as at the end of such yearincluding all footnotes thereto, setting forth in each case in comparative form the figures for the previous year, accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall not be qualified as to scope of audit or going concern and shall state that said consolidated financial statements fairly present in all material respects the consolidated financial condition and results of operations of Sellers the Seller and Guarantor and their its consolidated Subsidiaries at the end of, and for, such fiscal year in accordance with GAAP;
(iii) From time to time, copies of all documentation in connection with the underwriting and origination of any Purchased Asset (other than a Purchased Asset that is an Agency Eligible Loan) that evidences compliance with the QM Rule or the Ability to Repay Rule, as applicable, including without limitation all necessary third-party records that demonstrate such compliance, in each case as Buyer may reasonably request; provided that (A) any such request shall be made in writing and shall provide the Seller at least ten (10) Business Days to provide such requested information, and (B) if the Seller objects to the provision to Buyer of any such requested information, Buyer and the Seller shall work in good faith to resolve any such objection;
(iv) Together with Promptly, from time to time, such other information regarding the business affairs, operations and financial condition of Seller as Buyer may reasonably request; The Seller will furnish to Buyer, at the time it furnishes each set of the financial statements delivered pursuant to clauses paragraphs (i) through or (iiiii) above, (1) a Compliance Certificate signed of a Responsible Officer of the Guarantor , and (2A) a certificate of a Responsible Officer of Guarantor to Seller on behalf of Seller on its internal quality control program that evaluates and monitors, on a regular basis, the effect overall quality of its loan origination and servicing activities and that: ensures that the loans are serviced in accordance with accepted servicing practices; guards against dishonest, fraudulent, or negligent acts; and guards against errors and omissions by officers, employees, or other authorized persons and (B) a certificate of a Responsible Officer of Seller on behalf of Seller in the form of Exhibit A hereto (each a “Compliance Certificate”) stating that, to the best of such Responsible Officer’s knowledge, each as of the last day of the fiscal quarter or fiscal year for which financial statements are being provided with such certification, Seller is in compliance in all material respects with all provisions and Guarantor during such fiscal period or year has observed or performed all terms of its covenants and other agreements, and satisfied every material condition, contained in this Agreement and the other Program Documents to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default has occurred under this Agreement which has not previously been waived, except as specified in such certificate (and, if any Default or Event of Default has occurred and is continuing, describing the same in reasonable detail and describing the action such Seller or Guarantor, as applicable, has taken or proposes to take with respect thereto);
(v) Reserved;
(vi) From time to time such other information regarding the financial condition, operations, assets (including information regarding asset allocation, leverage, and liquidity) and such other information respecting the condition or operations (financial or otherwise), of Sellers or Guarantor as Buyer may reasonably request, within three (3) Business Days of such request;
(vii) Within eight (8) days after the end of each month, (i) a report of all sales, repurchase and other transactions with respect to the Loans or any Loans owned by a Trust represented by a Purchased Certificate, (ii) a properly completed Loan Schedule with respect to each Purchased Loan and each Loan owned by a Trust represented by a Purchased Certificate, (iii) servicing reports for the prior month, including static pool analyses, liquidity (cash and availability) and identification of any modifications to any Purchased Loans and Loans owned by a Trust represented by a Purchased Certificate, (iv) servicing data feeds for the prior month detailing Loan level attributes; and (v) reports reflecting those Purchased Loans and Loans owned by a Trust represented by a Purchased Certificate that are expected to become real estate owned properties within sixty (60) days;
(viii) At least five (5) Business Days prior to the effectiveness of any proposed amendment, modification or supplement to the any Trust Document, a copy of such amendment, modification or supplement;
(ix) As soon as reasonably possible, and in any event within fifteen (15) days after a Responsible Officer knows or has reason to believe, that any of the events or conditions specified below with respect to any Plan or Multiemployer Plan has occurred or exists, a statement signed by a senior financial officer of the Seller setting forth details respecting such event or condition and the action, if any, that the related Seller or its ERISA Affiliate proposes to take with respect thereto (and a copy of any report or notice required to be filed with or given to PBGC by the related Seller or an ERISA Affiliate with respect to such event or condition):
(A) any Reportable Event, or any request for a waiver under Section 412(c) of the Code for any Plan;
(B) the distribution under Section 4041(c) of ERISA of a notice of intent to terminate any Plan or any action taken by either Seller, Guarantor or an ERISA Affiliate to terminate any Plan;
(C) the institution by PBGC of proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by a Seller, Guarantor or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by PBGC with respect to such Multiemployer Plan;
(D) the complete or partial withdrawal from a Multiemployer Plan by Seller or any ERISA Affiliate that results in liability under Section 4201 or 4204 of ERISA (including the obligation to satisfy secondary liability as a result of a purchaser default) or the receipt by a Seller or any ERISA Affiliate of notice from a Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA or that it intends to terminate or has terminated under Section 4041A of ERISA;
(E) the institution of a proceeding by a fiduciary of any Multiemployer Plan against a Seller or any ERISA Affiliate to enforce Section 515 of ERISA, which proceeding is not dismissed within 30 days; and
(F) the adoption of an amendment to any Plan that, pursuant to Section 401(a)(29) of the Code, would result in the loss of tax-exempt status of the trust of which such Plan is a part if a Seller or an ERISA Affiliate fails to timely provide security to such Plan in accordance with the provisions of said Sections.
Appears in 1 contract
Samples: Master Repurchase Agreement (Rocket Companies, Inc.)
Financial Statements and Other Information; Financial Covenants. Sellers Subject to the provisions of Section 41 hereof, Seller shall deliver or cause to be delivered to BuyerBuyer and Agent:
(i) As soon as available and in any event within 45 forty-five (45) days after the end of each calendar monthof the first three quarterly fiscal periods of each fiscal year of Seller, a certification in the form of Exhibit A attached hereto to the attention of [contact], Telephone: [____], Email: [____] [__________] together with the unaudited consolidated balance sheets sheet of Sellers Seller and Guarantor and their its consolidated Subsidiaries as at the end of such month, period and the related unaudited consolidated statements of income and retained earnings income, and of cash flows for Sellers Seller and Guarantor and their its consolidated Subsidiaries for such period and the portion of the fiscal year through the end of such period, and consolidated statements of liquidity of Sellers and Guarantor and their consolidated Subsidiaries as at the end of such period, setting forth in each case in US_ACTIVE\126495096\V-12 comparative form the figures for the previous year, accompanied by a certificate of a Responsible Officer of GuarantorSeller, which certificate shall state that said consolidated financial statements fairly present in all material respects the consolidated financial condition and results of operations of Guarantor Seller and its Subsidiaries in accordance with GAAP, consistently applied, as at the end of, and for, such month (subject to normal year-end audit adjustments);
(ii) As soon as available and in any event within 45 days after the end of each of the first three quarterly fiscal periods of each fiscal year of Sellers and Guarantor, the consolidated balance sheets of Sellers and Guarantor and their consolidated Subsidiaries as at the end of such period and the related unaudited consolidated statements of income and retained earnings and of cash flows for Sellers and Guarantor and their consolidated Subsidiaries for such period and the portion of the fiscal year through the end of such period, and consolidated statements of liquidity of Sellers and Guarantor and their consolidated Subsidiaries as at the end of such period, setting forth in each case in comparative form the figures for the previous year, accompanied by a certificate of a Responsible Officer of Guarantor, which certificate shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Guarantor and its Subsidiaries in accordance with GAAP, consistently applied, as at the end of, and for, such period (subject to normal year-end audit adjustmentsadjustments and the absence of footnotes);
(iiiii) As soon as available and in any event within 90 ninety (90) days after the end of each fiscal year of GuarantorSeller, the consolidated balance sheets sheet of Sellers Seller and Guarantor and their its consolidated Subsidiaries as at the end of such fiscal year and the related consolidated statements of income and retained earnings and of cash flows for Seller and Guarantor and their its consolidated Subsidiaries for such year, year and consolidated statements of liquidity of Sellers and Guarantor and their consolidated Subsidiaries as at the end of such yearincluding all footnotes thereto, setting forth in each case in comparative form the figures for the previous year, accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall not be qualified as to scope of audit or going concern and shall state that said consolidated financial statements fairly present in all material respects the consolidated financial condition and results of operations of Sellers Seller and Guarantor and their its consolidated Subsidiaries at the end of, and for, such fiscal year in accordance with GAAP;; and
(iviii) Together with Promptly, from time to time, such other information regarding the business affairs, operations and financial condition of Seller as Xxxxx (or Agent on behalf of Buyer) may reasonably request: Seller will furnish to Buyer and Agent, at the time it furnishes each set of the financial statements delivered pursuant to clauses paragraphs (i) through or (iiiii) above, (1) a Compliance Certificate signed of a Responsible Officer of the Guarantor , and (2) a certificate of a Responsible Officer of Guarantor to Seller on behalf of Seller in the effect form of Exhibit A hereto (each a “Compliance Certificate”) stating that, to the best of such Responsible Officer’s knowledge, each as of the last day of the fiscal quarter or fiscal year for which financial statements are being provided with such certification, Seller is in compliance in all material respects with all provisions and Guarantor during such fiscal period or year has observed or performed all terms of its covenants and other agreements, and satisfied every material condition, contained in this Agreement and the other Program Documents to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default has occurred under this Agreement which has not previously been waived, except as specified in such certificate (and, if any Default or Event of Default has occurred and is continuing, describing the same in reasonable detail and describing the action such Seller or Guarantor, as applicable, has taken or proposes to take with respect thereto);
(v) Reserved;
(vi) From time to time such other information regarding the financial condition, operations, assets (including information regarding asset allocation, leverage, and liquidity) and such other information respecting the condition or operations (financial or otherwise), of Sellers or Guarantor as Buyer may reasonably request, within three (3) Business Days of such request;
(vii) Within eight (8) days after the end of each month, (i) a report of all sales, repurchase and other transactions with respect to the Loans or any Loans owned by a Trust represented by a Purchased Certificate, (ii) a properly completed Loan Schedule with respect to each Purchased Loan and each Loan owned by a Trust represented by a Purchased Certificate, (iii) servicing reports for the prior month, including static pool analyses, liquidity (cash and availability) and identification of any modifications to any Purchased Loans and Loans owned by a Trust represented by a Purchased Certificate, (iv) servicing data feeds for the prior month detailing Loan level attributes; and (v) reports reflecting those Purchased Loans and Loans owned by a Trust represented by a Purchased Certificate that are expected to become real estate owned properties within sixty (60) days;
(viii) At least five (5) Business Days prior to the effectiveness of any proposed amendment, modification or supplement to the any Trust Document, a copy of such amendment, modification or supplement;
(ix) As soon as reasonably possible, and in any event within fifteen (15) days after a Responsible Officer knows or has reason to believe, that any of the events or conditions specified below with respect to any Plan or Multiemployer Plan has occurred or exists, a statement signed by a senior financial officer of the Seller setting forth details respecting such event or condition and the action, if any, that the related Seller or its ERISA Affiliate proposes to take with respect thereto (and a copy of any report or notice required to be filed with or given to PBGC by the related Seller or an ERISA Affiliate with respect to such event or condition):
(A) any Reportable Event, or any request for a waiver under Section 412(c) of the Code for any Plan;
(B) the distribution under Section 4041(c) of ERISA of a notice of intent to terminate any Plan or any action taken by either Seller, Guarantor or an ERISA Affiliate to terminate any Plan;
(C) the institution by PBGC of proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by a Seller, Guarantor or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by PBGC with respect to such Multiemployer Plan;
(D) the complete or partial withdrawal from a Multiemployer Plan by Seller or any ERISA Affiliate that results in liability under Section 4201 or 4204 of ERISA (including the obligation to satisfy secondary liability as a result of a purchaser default) or the receipt by a Seller or any ERISA Affiliate of notice from a Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA or that it intends to terminate or has terminated under Section 4041A of ERISA;
(E) the institution of a proceeding by a fiduciary of any Multiemployer Plan against a Seller or any ERISA Affiliate to enforce Section 515 of ERISA, which proceeding is not dismissed within 30 days; and
(F) the adoption of an amendment to any Plan that, pursuant to Section 401(a)(29) of the Code, would result in the loss of tax-exempt status of the trust of which such Plan is a part if a Seller or an ERISA Affiliate fails to timely provide security to such Plan in accordance with the provisions of said Sections.
Appears in 1 contract
Samples: Master Repurchase Agreement (Rocket Companies, Inc.)
Financial Statements and Other Information; Financial Covenants. Sellers The Seller shall deliver or cause to be delivered to Buyer:
(i) As soon as available and in any event within 45 days after the end of each calendar monthof the first three quarterly fiscal periods of each fiscal year of Seller, a certification in the form of Exhibit A together with the consolidated balance sheets of Sellers Seller and Guarantor and their consolidated its Consolidated Subsidiaries as at the end of such month, period and the related unaudited consolidated statements of income and retained earnings and of cash flows for Sellers Seller and Guarantor and their consolidated its Consolidated Subsidiaries for such period and the portion of the fiscal year through the end of such period, and consolidated statements of liquidity of Sellers and Guarantor and their consolidated Subsidiaries as at the end of such period, setting forth in each case in comparative form the figures for the previous year, accompanied by a certificate of a Responsible Officer of GuarantorSeller, which certificate shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Guarantor Seller and its Subsidiaries in accordance with GAAP, consistently applied, as at the end of, and for, such month (subject to normal year-end audit adjustments);
(ii) As soon as available and in any event within 45 days after the end of each of the first three quarterly fiscal periods of each fiscal year of Sellers and Guarantor, the consolidated balance sheets of Sellers and Guarantor and their consolidated Subsidiaries as at the end of such period and the related unaudited consolidated statements of income and retained earnings and of cash flows for Sellers and Guarantor and their consolidated Subsidiaries for such period and the portion of the fiscal year through the end of such period, and consolidated statements of liquidity of Sellers and Guarantor and their consolidated Subsidiaries as at the end of such period, setting forth in each case in comparative form the figures for the previous year, accompanied by a certificate of a Responsible Officer of Guarantor, which certificate shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Guarantor and its Consolidated Subsidiaries in accordance with GAAP, consistently applied, as at the end of, and for, such period (subject to normal year-end audit adjustments);
(iiiii) As soon as available and in any event within 90 100 days after the end of each fiscal year of GuarantorSeller, the consolidated balance sheets of Sellers Seller and Guarantor and their consolidated its Consolidated Subsidiaries as at the end of such fiscal year and the related consolidated statements of income and retained earnings and of cash flows for Seller and Guarantor and their consolidated its Consolidated Subsidiaries for such year, and consolidated statements of liquidity of Sellers and Guarantor and their consolidated Subsidiaries as at the end of such year, setting forth in each case in comparative form the figures for the previous year, accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall not be qualified as to scope of audit or going concern and shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Sellers Seller and Guarantor and their consolidated its Consolidated Subsidiaries at the end of, and for, such fiscal year in accordance with GAAP;
(iii) From time to time such other information regarding the financial condition, operations, or business of the Seller, as Buyer may reasonably request; and
(iv) Together As soon as reasonably possible, and in any event within thirty (30) days after a Responsible Officer knows, or with respect to any Plan or Multiemployer Plan to which each set of the Seller, or any of its Subsidiaries makes direct contributions, has reason to believe, that any of the events or conditions specified below with respect to any Plan or Multiemployer Plan has occurred or exists, a statement signed by a senior financial statements delivered officer of the Seller, setting forth details respecting such event or condition and the action, if any, that Seller or its ERISA Affiliate proposes to take with respect thereto (and a copy of any report or notice required to be filed with or given to PBGC by Seller, or an ERISA Affiliate with respect to such event or condition):
(a) any reportable event, as defined in Section 4043(b) of ERISA and the regulations issued thereunder, with respect to a Plan, as to which PBGC has not by regulation or otherwise waived the requirement of Section 4043(a) of ERISA that it be notified within thirty (30) days of the occurrence of such event (provided that a failure to meet the minimum funding standard of Section 412 of the Code or Section 302 of ERISA, including, without limitation, the failure to make on or before its due date a required installment under Section 412(m) of the Code or Section 302(e) of ERISA, shall be a reportable event regardless of the issuance of any waivers in accordance with Section 412(d) of the Code); and any request for a waiver under Section 412(d) of the Code for any Plan;
(b) the distribution under Section 4041(c) of ERISA of a notice of intent to terminate any Plan or any action taken by it or its ERISA Affiliate to terminate any Plan;
(c) the institution by PBGC of proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by it or any of its ERISA Affiliates of a notice from a Multiemployer Plan that such action has been taken by PBGC with respect to such Multiemployer Plan;
(d) the complete or partial withdrawal from a Multiemployer Plan by it or any of its ERISA Affiliates that results in liability under Section 4201 or 4204 of ERISA (including the obligation to satisfy secondary liability as a result of a purchaser default) or the receipt by it or any of its ERISA Affiliates of notice from a Multiemployer Plan that it is in reorganization or insolvency pursuant to clauses Section 4241 or 4245 of ERISA or that it intends to terminate or has terminated under Section 4041A of ERISA;
(e) the institution of a proceeding by a fiduciary of any Multiemployer Plan against it or any of its ERISA Affiliates to enforce Section 515 of ERISA, which proceeding is not dismissed within 30 days; and
(f) the adoption of an amendment to any Plan that, pursuant to Section 401(a)(29) of the Code or Section 307 of ERISA, would result in the loss of tax-exempt status of the trust of which such Plan is a part if it or its ERISA Affiliate fails to timely provide security to such Plan in accordance with the provisions of said Sections. The Seller shall include in its certification (in the form of Exhibit A pursuant to paragraph (i) through (iii) above), (1) a Compliance Certificate signed of a Responsible Officer of the Guarantor that Seller, and (2) a certificate of a Responsible Officer of Guarantor to the effect that, to the best of such Responsible Officer’s knowledge, each Seller and Guarantor during such fiscal period or year has observed or performed all of its covenants and other agreements, and satisfied every material condition, contained in this Agreement and the other Program Documents to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate (and, if any Default or Event of Default has occurred and is continuing, describing the same in reasonable detail and describing the action such Seller or Guarantor, as applicableSeller, has taken or proposes to take with respect thereto);
(v) Reserved;
(vi) From time to time such other information regarding the financial condition, operations, assets (including information regarding asset allocation, leverage, and liquidity) and such other information respecting the condition or operations (financial or otherwise), of Sellers or Guarantor as Buyer may reasonably request, within three (3) Business Days of such request;
(vii) Within eight (8) days after the end of each month, (i) a report of all sales, repurchase and other transactions with respect to the Loans or any Loans owned by a Trust represented by a Purchased Certificate, (ii) a properly completed Loan Schedule with respect to each Purchased Loan and each Loan owned by a Trust represented by a Purchased Certificate, (iii) servicing reports for the prior month, including static pool analyses, liquidity (cash and availability) and identification of any modifications to any Purchased Loans and Loans owned by a Trust represented by a Purchased Certificate, (iv) servicing data feeds for the prior month detailing Loan level attributes; and (v) reports reflecting those Purchased Loans and Loans owned by a Trust represented by a Purchased Certificate that are expected to become real estate owned properties within sixty (60) days;
(viii) At least five (5) Business Days prior to the effectiveness of any proposed amendment, modification or supplement to the any Trust Document, a copy of such amendment, modification or supplement;
(ix) As soon as reasonably possible, and in any event within fifteen (15) days after a Responsible Officer knows or has reason to believe, that any of the events or conditions specified below with respect to any Plan or Multiemployer Plan has occurred or exists, a statement signed by a senior financial officer of the Seller setting forth details respecting such event or condition and the action, if any, that the related Seller or its ERISA Affiliate proposes to take with respect thereto (and a copy of any report or notice required to be filed with or given to PBGC by the related Seller or an ERISA Affiliate with respect to such event or condition):
(A) any Reportable Event, or any request for a waiver under Section 412(c) of the Code for any Plan;
(B) the distribution under Section 4041(c) of ERISA of a notice of intent to terminate any Plan or any action taken by either Seller, Guarantor or an ERISA Affiliate to terminate any Plan;
(C) the institution by PBGC of proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by a Seller, Guarantor or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by PBGC with respect to such Multiemployer Plan;
(D) the complete or partial withdrawal from a Multiemployer Plan by Seller or any ERISA Affiliate that results in liability under Section 4201 or 4204 of ERISA (including the obligation to satisfy secondary liability as a result of a purchaser default) or the receipt by a Seller or any ERISA Affiliate of notice from a Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA or that it intends to terminate or has terminated under Section 4041A of ERISA;
(E) the institution of a proceeding by a fiduciary of any Multiemployer Plan against a Seller or any ERISA Affiliate to enforce Section 515 of ERISA, which proceeding is not dismissed within 30 days; and
(F) the adoption of an amendment to any Plan that, pursuant to Section 401(a)(29) of the Code, would result in the loss of tax-exempt status of the trust of which such Plan is a part if a Seller or an ERISA Affiliate fails to timely provide security to such Plan in accordance with the provisions of said Sections.
Appears in 1 contract
