Common use of Intent; Creation of Participation Interests; Termination of Participation Interests Clause in Contracts

Intent; Creation of Participation Interests; Termination of Participation Interests. (a) In order to obtain greater liquidity, the Company created the Participation Interest in the Portfolio Excess Spread and the MBS Advance Reimbursement Amounts and desires to allocate the Participation Interests in MBS Advance Reimbursement Amounts to a separate Participation Certificate and to create the Participation Interest in Servicing Advance Reimbursement Amounts evidenced by another separate Participation Certificate. (b) Unless Schedule I to a Participation Certificate is updated on the applicable MBS Entry Date to reflect that the related Mortgage Pool is an Excluded Mortgage Pool, on each MBS Entry Date, the Portfolio Excess Spread and Advance Reimbursement Amounts related to the Mortgage Loans included in a Mortgage Pool related to a Xxxxxx Xxx MBS on that date shall, automatically and without further action on the part of any Person, become subject to this Agreement and to the related Participation Certificate and shall be a part of the Portfolio. The Company shall on a monthly basis (and may on a more frequent basis in the Company’s discretion), update Schedule I to each Participation Certificate (which may be maintained in electronic form) to reflect any issuance of Xxxxxx Mae MBS, if applicable, on the applicable MBS Entry Date and deliver such updated Schedule I to the Participant to be attached to such Participation Certificate; provided, however, that a failure to update or deliver Schedule I, or to attach the updated Schedule I to any Participation Certificate, shall have no effect on the rights and obligations of the parties under this Agreement or such Participation Certificate. (c) On the date of the Original Participation Agreement, the Company issued the Original Participation Certificate. Simultaneously with the execution hereof, the Company will amend and restate the Original Participation Certificate into the Excess Spread PC, evidencing a Participation Interest in the Portfolio Excess Spread and issue two new Participation Certificates, each in the related form of Exhibit B hereto, in the name of the Initial Participant, dated the Effective Date and evidencing: (i) with respect to the P&I Advance PC, a Participation Interest in the MBS Advance Reimbursement Amounts and (ii) with respect to the Servicing Advance PC, a Participation Interest in the Servicing Advance Reimbursement Amounts, in each case, with respect to the Portfolio as it exists on the Effective Date, as further described in Schedule I to the related Participation Certificate. Thereafter, Participant shall be deemed the owner of the applicable Participation Interest described therein. As of the Effective Date, the Original Participation Certificate will have been returned and cancelled in accordance with Section 24. During the term of the Master Repurchase Agreement, there shall only be one Excess Spread PC, one P&I Advance PC and one Servicing Advance PC, unless otherwise consented to in writing by the Buyer and Xxxxxx Xxx. (d) Administration of the Portfolio Excess Spread and the Advance Reimbursement Amounts shall be governed by the terms of this Agreement and each applicable Servicing Agreement, and the servicing and administration of the underlying Portfolio Mortgage Loans and/or REO Properties that support the Portfolio Excess Spread and the Advance Reimbursement Amounts shall be subject in all respects to the provisions of this Agreement and each applicable Servicing Agreement. The Company shall retain record legal title to any payments, distributions and other collections on the Portfolio Excess Spread and the Advance Reimbursement Amounts, in its capacity as the owner of the Servicing Rights, but subject to the Participation Interests, and each Participant shall only be deemed to be in privity with the Company and in no event whatsoever shall any Participant be construed to be in privity with any underlying investor or owner of any Portfolio Mortgage Loan. (e) During the term of the Master Repurchase Agreement, the Participation Interest shall be subject to the Buyer’s lien under the Master Repurchase Agreement on the Servicing Rights and such other rights afforded the Buyer with respect thereto. (f) Notwithstanding anything to the contrary contained herein: (1) The property subject to the security interest reflected in the Participation Certificates includes all of the right, title and interest of the Company in certain mortgages and/or participation interests related to such mortgages (“Pooled Mortgages”), and pooled under the mortgage-backed securities program of Xxxxxx Mae, pursuant to section 306(g) of the National Housing Act, 12 U.S.C. § 1721(g); (2) To the extent that the security interest reflected in the Participation Certificates relates in any way to the Pooled Mortgages, such security interest is subject and subordinate to all rights, powers and prerogatives of Xxxxxx Xxx, whether now existing or hereafter arising, under and in connection with: (i) 12 U.S.C. § 1721(g) and any implementing regulations; (ii) the terms and conditions of that certain Amended and Restated Acknowledgment Agreement, dated as of October 31, 2018, with respect to the Security Interest, by and among Xxxxxx Mae, the Company and the Indenture Trustee; (iii) applicable Guaranty Agreements and contractual agreements between Xxxxxx Xxx and the Company and (iv) the Xxxxxx Mae Mortgage-Backed Securities Guide, Handbook 5500.3 Rev. 1, and other applicable guides; (3) Such rights, powers and prerogatives of Xxxxxx Xxx include, but are not limited to, Xxxxxx Mae’s right, by issuing a letter of extinguishment to the Company, to effect and complete the extinguishment of all redemption, equitable, legal or other right, title or interest of the Company in the Pooled Mortgages, in which event the security interest as it relates in any way to the Pooled Mortgages shall instantly and automatically be extinguished as well; and (4) For purposes of clarification, “subject and subordinate” in clause (2) above means, among other things, that any cash held by the Secured Party as collateral and any cash proceeds received by the Secured Party in respect of any sale or other disposition of, collection from, or other realization upon, all or any part of the collateral may only be applied by the Secured Party to the extent that such proceeds have been received by, or for the account of, the Debtor free and clear of all Xxxxxx Xxx rights and other restrictions on transfer under applicable Xxxxxx Mae guidelines; provided that this clause (4) shall not be interpreted as establishing rights in favor of Xxxxxx Xxx except to the extent that such rights are reflected in, or arise under, the Xxxxxx Mae Contract.

Intent; Creation of Participation Interests; Termination of Participation Interests. (a) In order to obtain greater liquidity, the Company created the (i) an Excess Spread Participation Certificate which reflects a Participation Interest in the Portfolio Excess Spread and entitles the Participant to receive Portfolio Collections solely with respect to the Portfolio Excess Spread; (ii) a P&I Advance Participation Certificate which reflects a Participation Interest in the MBS Advance Reimbursement Amounts and desires entitles the Participant to allocate the Participation Interests in receive Portfolio Collections with respect to such MBS Advance Reimbursement Amounts to Amounts; and (iii) a separate Servicing Advance Participation Certificate and to create the which reflects a Participation Interest in the Servicing Advance Reimbursement Amounts evidenced by another separate Participation Certificate.and entitles the Participant to receive Portfolio Collections with respect to such Servicing Advance Reimbursement Amounts. LEGAL02/43438676v8 (b) Unless Schedule I to a Participation Certificate is updated on the applicable MBS Entry Date to reflect that the related Mortgage Pool is an Excluded Mortgage Pool, on each MBS Entry Date, the Portfolio Excess Spread and Advance Reimbursement Amounts related to the Mortgage Loans included in a Mortgage Pool related to a Xxxxxx Xxx MBS on that date shall, automatically and without further action on the part of any Person, become subject to this Agreement and to the related Participation Certificate and shall be a part of the Portfolio. The Company shall on a monthly basis (and may on a more frequent basis in the Company’s discretion), update Schedule I to each Participation Certificate (which may be maintained in electronic form) to reflect any issuance of Xxxxxx Mae Xxx MBS, if applicable, on the applicable MBS Entry Date and deliver such updated Schedule I to the Participant to be attached to such Participation Certificate; provided, however, that a failure to update or deliver Schedule I, or to attach the updated Schedule I to any Participation Certificate, shall have no effect on the rights and obligations of the parties under this Agreement or such Participation Certificate. (c) On the date of the Original Participation Agreement, the Company issued the Original Participation Certificate. Simultaneously with On the execution hereofdate of the Amended Participation Agreement, the Company will amend amended and restate restated the Original Participation Certificate into the Excess Spread PC, evidencing a Participation Interest in the Portfolio Excess Spread and issue issued two new Participation Certificates, each in the related form of Exhibit B hereto, in the name of the Initial Participant, dated the Effective Date date of the Amended Participation Agreement and evidencing: (i) with respect to the P&I Advance PC, a Participation Interest in the MBS Advance Reimbursement Amounts and (ii) with respect to the Servicing Advance PC, a Participation Interest in the Servicing Advance Reimbursement Amounts, in each case, with respect to the Portfolio as it exists on the Effective Datedate of the Amended Participation Agreement, as further described in Schedule I to the related Participation Certificate. Thereafter, Participant shall be was deemed the owner of the applicable Participation Interest described therein. As of the Effective Date, the Original Participation Certificate Excess Spread PC, P&I Advance PC and Servicing Advance PC will have been returned and cancelled replaced in accordance with Section 24. During the term of the Master Repurchase Agreement, there shall only be one Excess Spread PC, one P&I Advance PC and one Servicing Advance PC, unless otherwise consented to in writing by the Buyer and Xxxxxx Xxx. (d) Administration of the Portfolio Excess Spread and the Advance Reimbursement Amounts shall be governed by the terms of this Agreement and each applicable Servicing Agreement, and the servicing and administration of the underlying Portfolio Mortgage Loans and/or REO Properties that support the Portfolio Excess Spread and the Advance Reimbursement Amounts shall be subject in all respects to the provisions of this Agreement and each applicable Servicing Agreement. The Company shall retain record legal title to any payments, distributions and other collections on the Portfolio Excess Spread and the Advance Reimbursement Amounts, in its capacity as the owner of the Servicing Rights, but subject to the Participation Interests, and each Participant shall only be deemed to be in privity with the Company and in no event whatsoever shall any Participant be construed to be in privity with any underlying investor or owner of any Portfolio Mortgage Loan. (e) During the term of the Master Repurchase Agreement, the Participation Interest shall be subject to the Buyer’s lien under the Master Repurchase Agreement on the Servicing Rights and such other rights afforded the Buyer with respect thereto. (f) Notwithstanding anything to the contrary contained herein: (1) The property subject to the security interest reflected in the Participation Certificates includes all of the right, title and interest of the Company in certain mortgages and/or participation interests LEGAL02/43438676v8 related to such mortgages (“Pooled Mortgages”), and pooled under the mortgage-backed securities program of Xxxxxx MaeXxx, pursuant to section 306(g) of the National Housing Act, 12 U.S.C. § 1721(g); (2) To the extent that the security interest reflected in the Participation Certificates relates in any way to the Pooled Mortgages, such security interest is subject and subordinate to all rights, powers and prerogatives of Xxxxxx Xxx, whether now existing or hereafter arising, under and in connection with: (i) 12 U.S.C. § 1721(g) and any implementing regulations; (ii) the terms and conditions of that certain Second Amended and Restated Acknowledgment Agreement, dated as of October 31February 10, 20182022, with respect to the Security Interest, by and among Xxxxxx MaeXxx, the Company and the Indenture Trustee; (iii) applicable Guaranty Agreements and contractual agreements between Xxxxxx Xxx and the Company and (iv) the Xxxxxx Mae Xxx Mortgage-Backed Securities Guide, Handbook 5500.3 Rev. 1, and other applicable guides; (3) Such rights, powers and prerogatives of Xxxxxx Xxx include, but are not limited to, Xxxxxx MaeXxx’s right, by issuing a letter of extinguishment to the Company, to effect and complete the extinguishment of all redemption, equitable, legal or other right, title or interest of the Company in the Pooled Mortgages, in which event the security interest as it relates in any way to the Pooled Mortgages shall instantly and automatically be extinguished as well; and (4) For purposes of clarification, “subject and subordinate” in clause (2) above means, among other things, that any cash held by the Secured Party as collateral and any cash proceeds received by the Secured Party in respect of any sale or other disposition of, collection from, or other realization upon, all or any part of the collateral may only be applied by the Secured Party to the extent that such proceeds have been received by, or for the account of, the Debtor free and clear of all Xxxxxx Xxx rights and other restrictions on transfer under applicable Xxxxxx Mae Xxx guidelines; provided that this clause (4) shall not be interpreted as establishing rights in favor of Xxxxxx Xxx except to the extent that such rights are reflected in, or arise under, the Xxxxxx Mae Xxx Contract.

Intent; Creation of Participation Interests; Termination of Participation Interests. (a) In order to obtain greater liquidity, the Company created the Participation Interest in desires to create the Portfolio Excess Spread and the MBS Advance Reimbursement Amounts and desires to allocate the Participation Interests in MBS Advance Reimbursement Amounts to a separate Participation Certificate and to create the Participation Interest in Servicing Advance Reimbursement Amounts evidenced by another separate Participation CertificateSpread. (b) Unless Schedule I to a Participation Certificate is updated on the applicable MBS Entry Date to reflect that the related Mortgage Pool is an Excluded Mortgage Pool, on On each MBS Entry Creation Date, the Portfolio Excess Spread and Advance Reimbursement Amounts related to the Mortgage Loans included in a Mortgage Pool related to a Xxxxxx Xxx MBS on that date shall, automatically and without further action on the part of any Person, become subject to this Agreement and to the related Participation Certificate and shall be a part of the Portfolio. The Company shall on a monthly basis (and may on a more frequent basis in the Company’s discretion), update Schedule I to each Participation Certificate (which may be maintained in electronic form) to reflect any issuance of Xxxxxx Mae MBS, if applicable, on the applicable MBS Entry Date and deliver such updated Schedule I to the Participant to be attached to such Participation Certificate; provided, however, that a failure to update or deliver Schedule I, or to attach the updated Schedule I to any Participation Certificate, shall have no effect on the rights and obligations of the parties under this Agreement or such Participation Certificate. (c) On the date of the Original Participation Agreement, the Company issued the Original Participation Certificate. Simultaneously with the execution hereof, the Company will amend and restate the Original Participation Certificate into the Excess Spread PC, evidencing a Participation Interest in the Portfolio Excess Spread and issue two new Participation Certificates, each in the related form of Exhibit B hereto, in the name of the Initial Participant, dated the Effective Date and evidencing: (i) with respect to the P&I Advance PC, a related Participation Interest in the MBS Advance Reimbursement Amounts and (ii) with respect to the Servicing Advance PC, a Participation Interest in the Servicing Advance Reimbursement Amounts, in each case, with respect to the Portfolio as it exists on the Effective DateCertificate, as further described in Schedule I to the related Participation Certificateschedule attached thereto. Thereafter, Participant shall be deemed the owner of the applicable Participation Interest described therein. As of the Effective Date, the Original The Participation Certificate will have been returned and cancelled in accordance with Section 24Interest shall be evidenced by a Participation Certificate. During the term of the Master Repurchase Agreement, there shall only be one Excess Spread PC, one P&I Advance PC and one Servicing Advance PC, Participation Certificate issued hereunder unless otherwise consented to in writing by the Buyer and Xxxxxx XxxBuyer. (dc) Administration of the Portfolio Excess Spread and the Advance Reimbursement Amounts shall be governed by the terms of this Agreement and each any applicable Servicing Agreement, and the servicing and administration of the underlying Portfolio Mortgage Loans mortgage loans and/or REO Properties real estate owned properties that support the Portfolio Excess Spread and the Advance Reimbursement Amounts shall be subject in all respects to the provisions of this Agreement and each any applicable Servicing Agreement. The Company shall retain record legal title to any payments, distributions and other collections on the Portfolio Excess Spread and the Advance Reimbursement AmountsSpread, in its capacity as the nominal owner of the Servicing Rights, but subject to the Participation Interests, and each Participant shall only be deemed to be in privity with the Company and in no event whatsoever shall any Participant be construed to be in privity with any underlying investor or owner of any the Mortgage Loans. (d) The Company may from time to time desire to cause additional Portfolios to be subject to this Agreement. In such instance, the Company shall obtain the consent of the applicable Participant(s) thereof and shall deliver to such Participant(s) an updated schedule reflecting the additional Portfolio Mortgage Loanto be attached to such Participation Certificate, and the Company hereby authorizes the Participant(s) to so attach such schedule. (e) During the term of the Master Repurchase Agreement, including following a default thereunder, the Participant may, in its sole discretion, terminate the Participation Interest created hereby by delivery of written notice to the Company; provided that, such termination shall be subject to the Buyer’s continuing lien under the Master Repurchase Agreement on the Servicing Rights and such other rights afforded the Buyer with respect thereto, following such termination. (f) Notwithstanding anything to the contrary contained herein: (1) The property subject to the security interest reflected in the Participation Certificates Certificate includes all of the right, title and interest of the Company in certain mortgages and/or participation interests related to such mortgages (“Pooled Mortgages”), and pooled under the mortgage-backed securities program of Xxxxxx MaeXxx, pursuant to section 306(g) of the National Housing Act, 12 U.S.C. § 1721(g); (2) To the extent that the security interest reflected in the Participation Certificates Certificate relates in any way to the Pooled Mortgages, such security interest is subject and subordinate to all rights, powers and prerogatives of Xxxxxx Xxx, whether now existing or hereafter arising, under and in connection with: (i) 12 U.S.C. § 1721(g) and any implementing regulations; (ii) the terms and conditions of that certain Amended and Restated Acknowledgment Agreement, dated as of October 31, 2018, with respect to the Security Interest, by and among Xxxxxx Mae, the Company Company, and the Indenture TrusteeCredit Suisse First Boston Mortgage Capital LLC and acknowledged by PennyMac Holdings, LLC; (iii) applicable Guaranty Agreements and contractual agreements between Xxxxxx Xxx and the Company and (iv) the Xxxxxx Mae Mortgage-Backed Securities Guide, Handbook 5500.3 Rev. 1, and other applicable guides;; and (3) Such rights, powers and prerogatives of Xxxxxx Xxx include, but are not limited to, Xxxxxx Mae’s right, by issuing a letter of extinguishment to the Company, to effect and complete the extinguishment of all redemption, equitable, legal or other right, title or interest of the Company in the Pooled Mortgages, in which event the security interest as it relates in any way to the Pooled Mortgages shall instantly and automatically be extinguished as well; and (4) For purposes of clarification, “subject and subordinate” in clause (2) above means, among other things, that any cash held by the Secured Party as collateral and any cash proceeds received by the Secured Party in respect of any sale or other disposition of, collection from, or other realization upon, all or any part of the collateral may only be applied by the Secured Party to the extent that such proceeds have been received by, or for the account of, the Debtor free and clear of all Xxxxxx Xxx rights and other restrictions on transfer under applicable Xxxxxx Mae guidelines; provided that this clause (4) shall not be interpreted as establishing rights in favor of Xxxxxx Xxx except to the extent that such rights are reflected in, or arise under, the Xxxxxx Mae Contract.