Most Favored Status. Each Seller and Guarantor agrees that should any Seller, Guarantor or any Affiliate thereof enter into a repurchase agreement or credit facility with any Person other than Buyer or an Affiliate of Buyer which by its terms provides more favorable terms to Buyer with respect to any guaranties or financial covenants, including without limitation covenants covering the same or similar subject matter set forth in Sections 13(j) and 13(q) hereof (a “More Favorable Agreement”), Seller and/or Guarantor shall provide notice to Buyer of such more favorable terms, and the terms of this Agreement shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement; provided, that in the event that such More Favorable Agreement is terminated, upon notice by Sellers or Guarantor to Buyer of such termination, the original terms of this Agreement shall be deemed to be automatically reinstated. Each Seller and Guarantor agrees to execute and deliver any new guaranties, agreements or amendments to this Agreement evidencing such provisions, provided that the execution of such amendment shall not be a precondition to the effectiveness of such amendment, but shall merely be for the convenience of the parties hereto. Promptly upon any Seller, Guarantor or any Affiliate thereof entering into a repurchase agreement or other credit facility with any Person other than Buyer and to the extent not publicly filed, such Seller or Guarantor shall deliver to Buyer a true, correct and complete copy of such repurchase agreement, loan agreement, guaranty or other financing documentation.
Appears in 3 contracts
Samples: Master Repurchase Agreement (PennyMac Mortgage Investment Trust), Master Repurchase Agreement (PennyMac Mortgage Investment Trust), Master Repurchase Agreement (PennyMac Mortgage Investment Trust)
Most Favored Status. Each Seller Sellers, Guarantor and Guarantor agrees the Buyer each agree that should any Seller, Guarantor or any Affiliate thereof Seller enter into a repurchase agreement or credit facility Warehouse Facility with any Person other than the Buyer or an Affiliate of the Buyer which by its terms provides more favorable terms to the Buyer with respect to any guaranties or the financial covenants, including without limitation covenants covering the same or similar subject matter set forth in Sections 13(j) and 13(q) Section 14dd hereof (a “More Favorable Agreement”), Seller and/or Guarantor shall provide notice to Buyer of such more favorable terms, and the terms of this Agreement shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement; provided, that in the event that such More Favorable Agreement is terminated, upon notice by the Sellers or Guarantor to the Buyer of such termination, the original terms of this Agreement shall be deemed to be automatically reinstated. Each Seller The Sellers, the Guarantor, and Guarantor agrees the Buyer further agree to execute and deliver any new guaranties, agreements or amendments to this Agreement evidencing such provisions, provided that the execution of such amendment shall not be a precondition to the effectiveness of such amendment, but shall merely be for the convenience of the parties hereto. Promptly upon any Seller, Guarantor or any Affiliate thereof Seller entering into a repurchase agreement or other credit facility with any Person other than Buyer and to the extent not publicly filedBuyer, such Seller shall notify Buyer that it has entered into such repurchase agreement or Guarantor shall other credit facility and deliver to Buyer a true, correct and complete copy summary of the material terms related to the comparable financial covenants of such repurchase agreement, loan agreement, guaranty agreement or other financing documentationcredit facility in form and substance acceptable to Buyer.
Appears in 2 contracts
Samples: Master Repurchase Agreement (PennyMac Mortgage Investment Trust), Master Repurchase Agreement (PennyMac Mortgage Investment Trust)
Most Favored Status. Each Seller and Guarantor agrees that should any Seller, Guarantor and Buyer each agree that should Parent Guarantor, Guarantor, Seller or any Subsidiary or Affiliate thereof enter into a repurchase agreement or credit facility the collateral for which is substantially similar to the Purchased Assets and/or Related Mortgage Loans with any Person other than Buyer or an Affiliate of Buyer which by its terms provides more favorable terms to Buyer buyer, lender or other party with respect to such repurchase agreement, as applicable, with respect to any guaranties financial covenants described in Section 9.14 or financial covenants, including without limitation any substantially similar covenants covering the same or similar subject matter set forth in Sections 13(j) and 13(q) hereof (a “More Favorable Agreement”), Seller and/or Guarantor shall provide notice to Buyer of such more favorable terms, and then the terms of this Agreement shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement; provided, that in the event such that such More Favorable Agreement is terminatedterms operate in favor of Buyer. Guarantor, upon notice by Sellers or Guarantor to Buyer of such termination, the original terms of this Agreement shall be deemed to be automatically reinstated. Each Seller and Guarantor agrees Xxxxx further agree to execute and deliver any new guaranties, agreements or amendments to this Agreement evidencing such provisions, provided that the execution of such amendment shall not be a precondition to the effectiveness of such amendment, but shall merely be for the convenience of the parties hereto. Promptly upon any SellerParent Guarantor, Guarantor Guarantor, Seller or any Subsidiary or Affiliate thereof entering into a repurchase agreement or other credit facility with any Person other than Buyer and to the extent not publicly filedor an Affiliate of Buyer, such Seller or Guarantor shall deliver to Buyer a true, correct and complete copy of such repurchase agreement, loan agreement, guaranty or other financing documentation.
Appears in 2 contracts
Samples: Master Repurchase Agreement (Radian Group Inc), Master Repurchase Agreement (Radian Group Inc)
Most Favored Status. Each Seller Seller, Guarantors and Guarantor agrees the Buyer each agree that should any Seller, Guarantor Seller or Guarantors or any Affiliate thereof enter into a repurchase agreement or credit facility with any Person other than the Buyer or an Affiliate of the Buyer which by its terms provides more favorable terms to the Buyer with respect to any guaranties or financial covenants, including without limitation covenants covering the same or similar subject matter set forth in Sections 13(j) 14.m and 13(q) 00.xx hereof (a “More Favorable Agreement”), Seller and/or Guarantor shall provide notice to Buyer of such more favorable terms, and the terms of this Agreement shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement; provided, that in the event that such More Favorable Agreement is terminated, upon notice by Sellers or Guarantor the Seller to the Buyer of such termination, the original terms of this Agreement shall be deemed to be automatically reinstated. Each In the event that all of Seller’s and its Affiliates’ repurchase agreements and credit facilities eliminate the guaranty of the Guarantors, upon notice by the Seller to the Buyer of such termination which is confirmed by the purchasers and Guarantor agrees lenders under such repurchase agreements and credit facilities, this Agreement shall automatically be amended to delete and exclude the Guaranty of the Guarantors; provided, that in the event that any of Seller’s or its Affiliates’ repurchase agreements or credit facilities thereafter contains a guaranty of the Guarantors, (i) Seller shall promptly notify Buyer that the original terms of this Agreement with respect to the Guaranty and the Guaranty are reinstated and (ii) the original terms of this Agreement with respect to the Guaranty and the Guaranty shall be deemed to be automatically reinstated, provided that notice shall not be a prerequisite to such reinstatement. The Seller, the Guarantors, and the Buyer further agree to execute and deliver any new guaranties, agreements or amendments to this Agreement evidencing such provisions, provided that the execution of such amendment shall not be a precondition to the effectiveness of such amendment, but shall merely be for the convenience of the parties hereto. Promptly upon any Seller, Guarantor or any Affiliate thereof entering into a repurchase agreement or other credit facility with any Person other than Buyer and to the extent not publicly filed, such Seller or Guarantor shall deliver to Buyer a true, correct and complete copy of such repurchase agreement, loan agreement, guaranty or other financing documentation.parties
Appears in 2 contracts
Samples: Master Repurchase Agreement (Impac Mortgage Holdings Inc), Master Repurchase Agreement (Impac Mortgage Holdings Inc)
Most Favored Status. Each Seller and Guarantor agrees Buyer agree that should any Seller, Guarantor Seller or any Subsidiary or Affiliate thereof enter into a repurchase agreement or agreement, credit facility or other comparable agreement with any Person other than Buyer or an Affiliate of Buyer which by its terms provides more favorable terms to Buyer with respect to any guaranties or financial covenants, including without limitation covenants covering the same or similar subject matter set forth or referred to in Section 6.12 of this Agreement or Section 2 of the Pricing Side Letter, as well as the notice requirements for the events listed in Sections 13(j6.14, 6.32, 6.33 and 6.34 of this Agreement and any timing or cure provisions with respect to any Event of Default with respect to such covenants or guaranties and any covenants covering the same or similar subject matter set forth in Section 7.01(f) and 13(q) hereof (each, a “More Favorable Agreement”), Seller and/or Guarantor shall provide notice to Buyer of such more favorable terms, and the terms of the Pricing Side Letter and/or this Agreement shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement, such that such terms operate in favor of Buyer or an Affiliate of Buyer; provided, that in the event that such More Favorable Agreement is terminated, upon notice by Sellers or Guarantor Seller to Buyer Administrative Agent of such termination, the original terms of the Pricing Side Letter and/or this Agreement shall be deemed to be automatically reinstated. Each Upon Seller and Guarantor agrees to execute and deliver any new guaranties, agreements or amendments to this Agreement evidencing such provisions, provided that the execution of such amendment shall not be a precondition to the effectiveness of such amendment, but shall merely be for the convenience of the parties hereto. Promptly upon any Seller, Guarantor or any Subsidiary or Affiliate thereof entering into a repurchase agreement or other credit facility with any Person other than Buyer and to the extent not publicly filedsuch More Favorable Agreement, such Seller or Guarantor shall deliver provide notice to Buyer a true, correct and complete copy or Administrative Agent of such repurchase agreement, loan agreement, guaranty or other financing documentationmore favorable terms contained in such More Favorable Agreement (including a summary thereof) no later than the next date on which Seller is required to deliver an Officer’s Compliance Certificate; which notice requirement may be satisfied by the VFN Guarantor including such information on such Officer’s Compliance Certificate.
Appears in 2 contracts
Samples: Master Repurchase Agreement (PennyMac Financial Services, Inc.), Master Repurchase Agreement (PennyMac Financial Services, Inc.)
Most Favored Status. Each Seller and Guarantor agrees that should any Seller, Guarantor and Buyer each agree that should Parent Guarantor, Guarantor, Seller or any Subsidiary or Affiliate thereof enter into a repurchase agreement or credit facility the collateral for which is substantially similar to the Purchased Assets and/or Related Mortgage Loans with any Person other than Buyer or an Affiliate of Buyer which by its terms provides more favorable terms to Buyer buyer, lender or other party with respect to such repurchase agreement, as applicable, with respect to any guaranties financial covenants described in Section 9.14 or financial covenants, including without limitation any substantially similar covenants covering the same or similar subject matter set forth in Sections 13(j) and 13(q) hereof (a “More Favorable Agreement”), Seller and/or Guarantor shall provide notice to Buyer of such more favorable terms, and then the terms of this Agreement shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement; provided, that in the event such that such More Favorable Agreement is terminatedterms operate in favor of Buyer. Guarantor, upon notice by Sellers or Guarantor to Buyer of such termination, the original terms of this Agreement shall be deemed to be automatically reinstated. Each Seller and Guarantor agrees Buyer further agree to execute and deliver any new guaranties, agreements or amendments to this Agreement evidencing such provisions, provided that the execution of such amendment shall not be a precondition to the effectiveness of such amendment, but shall merely be for the convenience of the parties hereto. Promptly upon any SellerParent Guarantor, Guarantor Guarantor, Seller or any Subsidiary or Affiliate thereof entering into a repurchase agreement or other credit facility with any Person other than Buyer and to the extent not publicly filedor an Affiliate of Buyer, such Seller or Guarantor shall deliver to Buyer a true, correct and complete copy of such repurchase agreement, loan agreement, guaranty or other financing documentation.
Appears in 1 contract
Most Favored Status. Each Seller and Guarantor agrees that should any Seller, Guarantor or any Affiliate thereof enter into a repurchase agreement or agreement, credit facility or other comparable agreement with any Person other than Buyer or an Affiliate of Buyer which by its terms provides more favorable terms to Buyer such Person with respect to any guaranties or financial covenants, including without limitation covenants covering the same or similar subject matter set forth in Sections 13(j) and 13(q) hereof (a “More Favorable Agreement”), Seller and/or Guarantor shall provide notice to Buyer of such more favorable terms, and the terms of this Repurchase Agreement shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement; provided, that in the event that such More Favorable Agreement is terminated, upon notice by Sellers or Guarantor to Buyer of such termination, the original terms of this Repurchase Agreement shall be deemed to be automatically reinstated. Each Seller and Guarantor further agrees to execute and deliver any new additional guaranties, agreements or amendments to this Repurchase Agreement evidencing such provisionsmore favorable terms, provided that the execution of such amendment shall guaranties, agreements or amendments will not be a precondition to the effectiveness of such amendmentthereof, but shall will merely be for the convenience of the parties hereto. Promptly upon any Seller, Guarantor or any Affiliate thereof entering into a any such repurchase agreement agreement, credit facility or other credit facility comparable agreement with any Person other than Buyer and to the extent not publicly filedBuyer, such Seller or Guarantor shall deliver to Buyer a true, correct and complete copy description of the more favorable guaranties or financial covenants from such repurchase agreement, loan agreement, guaranty or other financing documentationMore Favorable Agreement.
Appears in 1 contract
Samples: Master Repurchase Agreement (Angel Oak Mortgage, Inc.)
Most Favored Status. Each Seller and Guarantor agrees that should any Seller, Guarantor Seller or any Affiliate thereof enter into a repurchase agreement or credit facility with any Person other than Buyer or an Affiliate of Buyer which by its terms provides more favorable terms to Buyer such Person with respect to any guaranties or financial covenants, including without limitation covenants covering the same or similar subject matter set forth in Sections 13(j) and 13(q) hereof (a “More Favorable Agreement”), Seller and/or Guarantor shall provide notice to Buyer of such more favorable terms, and the terms of this Repurchase Agreement shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement; provided, provided that in the event that such More Favorable Agreement is terminated, upon notice by Sellers or Guarantor Seller to Buyer of such termination, the original terms of this Repurchase Agreement shall be deemed to be automatically reinstated. Each Seller and Guarantor further agrees to execute and deliver any new additional guaranties, agreements or amendments to this Repurchase Agreement evidencing such provisions, more favorable terms; provided that the execution of such amendment shall guaranties, agreements or amendments will not be a precondition to the effectiveness of such amendmentthereof, but shall will merely be for the convenience of the parties hereto. Promptly upon any Seller, Guarantor Seller or any Affiliate thereof entering into a any such repurchase agreement agreement, credit facility or other credit facility comparable agreement with any Person other than Buyer and to the extent not publicly filedBuyer, such Seller or Guarantor shall deliver to Buyer a true, correct and complete copy summary of any more favorable terms contained in such repurchase agreement, loan agreement, guaranty or other financing documentationMore Favorable Agreement.
Appears in 1 contract
Most Favored Status. Each Seller Sellers, Guarantors and Guarantor agrees the Buyer each agree that should any Seller, Guarantor or any Affiliate thereof a Seller enter into a repurchase agreement or credit facility Warehouse Facility with any Person other than the Buyer or an Affiliate of the Buyer which by its terms provides more favorable terms to the Buyer with respect to any guaranties or the financial covenants, including without limitation covenants covering the same or similar subject matter set forth in Sections 13(j) and 13(q) Section 14dd hereof (a “More Favorable Agreement”), Seller and/or Guarantor shall provide notice to Buyer of such more favorable terms, and the terms of this Agreement shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement; provided, that in the event that such More Favorable Agreement is terminated, upon notice by the Sellers or Guarantor to the Buyer of such termination, the original terms of this Agreement shall be deemed to be automatically reinstated. Each Seller The Sellers, the Guarantors, and Guarantor agrees the Buyer further agree to execute and deliver any new guaranties, agreements or amendments to this Agreement evidencing such provisions, provided that the execution of such amendment shall not be a precondition to the effectiveness of such amendment, but shall merely be for the convenience of the parties hereto. Promptly upon any Seller, Guarantor or any Affiliate thereof a Seller entering into a repurchase agreement or other credit facility with any Person other than the Buyer, Sellers shall notify Buyer that it has entered into such repurchase agreement or other credit facility and to the extent not publicly filed, such Seller or Guarantor shall deliver to Buyer a true, correct and complete copy summary of the material terms related to the comparable financial covenants of such repurchase agreement, loan agreement, guaranty agreement or other financing documentationcredit facility in form and substance acceptable to Buyer.
Appears in 1 contract
Samples: Master Repurchase Agreement (PennyMac Mortgage Investment Trust)
Most Favored Status. Each Seller Sellers, Guarantor and Guarantor agrees the Buyer each agree that should any Seller, Seller or Guarantor or any Affiliate thereof enter into a repurchase agreement or credit facility with any Person other than the Buyer or an Affiliate of the Buyer which by its terms provides more favorable terms to the Buyer with respect to any guaranties or financial covenants, including without limitation covenants covering the same or similar subject matter set forth in Sections 13(j) 14.n and 13(q) hereof 14.bx xxxeof or any substantially similar covenants (a “More Favorable Agreement”), Seller and/or Guarantor shall provide notice to Buyer of such more favorable terms, and the terms of this Agreement shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement; provided, that in the event that such More Favorable Agreement is terminated, upon notice by Sellers or Guarantor such Seller to the Buyer of such termination, the original terms of this Agreement shall be deemed to be automatically reinstated. Each Seller Sellers, the Guarantor and Guarantor agrees the Buyer further agree to execute and deliver any new guaranties, agreements or amendments to this Agreement evidencing such provisions, provided that the execution of such amendment shall not be a precondition to the effectiveness of such amendment, but shall merely be for the convenience of the parties hereto. Promptly upon any Seller, Seller or Guarantor or any Affiliate thereof entering into a repurchase agreement or other credit facility with any Person other than Buyer and to the extent not publicly filedBuyer, such Seller or Guarantor Sellers shall deliver to the Buyer a true, correct and complete copy of such repurchase agreement, loan agreement, guaranty or other financing documentation.
Appears in 1 contract
Samples: Master Repurchase Agreement (Altisource Residential Corp)
Most Favored Status. Each Seller and Guarantor agrees agree that should any Seller, Guarantor or any Affiliate thereof enter into a repurchase agreement or credit facility with any Person other than Buyer or an Affiliate of Buyer which by its terms provides more favorable terms to Buyer with respect to any guaranties guarantees or financial covenants, including without limitation covenants covering the same or similar subject matter set forth in Sections 13(j) and 13(q) hereof (a “More Favorable Agreement”), Seller and/or Guarantor shall provide notice to Buyer of such more favorable terms, and the terms of this Agreement shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement; provided, that in the event that such More Favorable Agreement is terminated, upon notice by Sellers Seller or Guarantor to Buyer of such termination, the original terms of this Agreement shall be deemed to be automatically reinstated. Each Seller and Guarantor agrees agree to execute and deliver any new guarantiesguarantees, agreements or amendments to this Agreement evidencing such provisions, provided that the execution of such amendment shall not be a precondition to the effectiveness of such amendment, but shall merely be for the convenience of the parties hereto. Promptly upon any Seller, Guarantor or any Affiliate thereof entering into a repurchase agreement or other credit facility with any Person other than Buyer and to the extent not publicly filed, such Seller or Guarantor shall deliver to Buyer a true, correct and complete copy excerpts setting forth the relevant terms of such repurchase agreement, loan agreement, guaranty or other financing documentation.
Appears in 1 contract
Samples: Master Repurchase Agreement (Pennymac Financial Services, Inc.)
Most Favored Status. Each Seller Seller, Guarantors and Guarantor agrees Purchaser each agree that should any Seller, Guarantor or any Affiliate thereof enter into a repurchase agreement agreement, warehouse facility, guaranty or similar credit facility with any Person other than Buyer Purchaser or an Affiliate of Buyer Purchaser which by its terms provides more favorable terms to Buyer with respect to any guaranties or financial covenants, including without limitation covenants covering the same or similar subject matter set forth in Sections 13(j) and 13(qSection 11(a) hereof (each, a “More Favorable Agreement”)) then, Seller and/or Guarantor shall provide the Purchaser with prompt notice to Buyer of such more favorable terms, terms contained in such More Favorable Agreement and the terms of this Agreement shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement, such that such terms operate in favor of Purchaser or an Affiliate of Purchaser; provided, that in the event that such More Favorable Agreement is terminated, upon notice by Sellers or Guarantor Seller to Buyer Purchaser of such termination, the original terms of this Agreement shall be deemed to be automatically reinstated. Each Seller Seller, Guarantors and Guarantor agrees Purchaser further agree to execute and deliver any new guaranties, agreements or amendments to this Agreement evidencing such provisions, provided that the execution of such amendment shall not be a precondition to the effectiveness of such amendment, but shall merely be for the convenience of the parties hereto. Promptly upon any Seller, a Guarantor or any Affiliate thereof entering into a repurchase agreement or other credit facility with any Person other than Buyer and to the extent not publicly filedPurchaser, such Seller or Guarantor a Guarantor, as applicable, shall deliver to Buyer Purchaser a true, correct and complete copy of such repurchase agreement, loan agreement, guaranty or other financing documentation.
Appears in 1 contract
Samples: Purchase and Sale Agreement (PennyMac Mortgage Investment Trust)
Most Favored Status. Each Seller Seller, Guarantor and Guarantor agrees the Buyer each agree that should any Seller, Seller or Guarantor or any Affiliate thereof enter into a repurchase agreement or credit facility with any Person other than the Buyer or an Affiliate of the Buyer which by its terms provides more favorable terms to the Buyer with respect to any guaranties or financial covenants, including without limitation covenants covering the same or similar subject matter set forth in Sections 13(j) 14.m and 13(q) 14.aa hereof or any substantially similar covenants (a “More Favorable Agreement”), Seller and/or Guarantor shall provide notice to Buyer of such more favorable terms, and the terms of this Agreement shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement; provided, that in the event that such More Favorable Agreement is terminated, upon notice by Sellers or Guarantor the Seller to the Buyer of such termination, the original terms of this Agreement shall be deemed to be automatically reinstated. Each Seller The Seller, the Guarantor and Guarantor agrees the Buyer further agree to execute and deliver any new guaranties, agreements or amendments to this Agreement evidencing such provisions, provided that the execution of such amendment shall not be a precondition to the effectiveness of such amendment, but shall merely be for the convenience of the parties hereto. Promptly upon any Seller, Seller or Guarantor or any Affiliate thereof entering into a repurchase agreement or other credit facility with any Person other than Buyer and to the extent not publicly filedBuyer, such the Seller or Guarantor shall deliver to the Buyer a true, correct and complete copy of such repurchase agreement, loan agreement, guaranty or other financing documentation.
Appears in 1 contract
Samples: Master Repurchase Agreement (Altisource Residential Corp)
Most Favored Status. Each Seller and Guarantor agrees Buyer each agree that should any Seller, Guarantor Seller or any Affiliate thereof enter into a repurchase agreement agreement, warehouse facility, guaranty or similar credit facility with any Person other than Buyer or an Affiliate The Royal Bank of Buyer Scotland PLC which by its terms provides more favorable terms to Buyer with respect to any guaranties or of the financial covenants, including without limitation covenants covering appearing under the same or similar subject matter set forth headings “Financial Covenants” in Sections 13(j) and 13(q) hereof the Transactions Terms Letter (a “More Favorable Agreement”), Seller and/or Guarantor shall provide notice to Buyer of such more favorable terms, and then the terms of this Agreement or the Transactions Terms Letter, this Agreement or the Transaction Terms Letter, as applicable, shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement, such that such terms operate in favor of Buyer or an Affiliate of Buyer; provided, that in the event that such More Favorable Agreement is terminated, upon notice by Sellers or Guarantor Seller to Buyer of such termination, the original terms of this Agreement shall be deemed to be automatically reinstated. Each Seller and Guarantor agrees Buyer further agree to execute and deliver any new guaranties, agreements or amendments to this Agreement evidencing such provisions, ; provided that the execution of such amendment shall not be a precondition to the effectiveness of such amendment, but shall merely be for the convenience of the parties hereto. Promptly upon any Seller, Guarantor Seller or any Affiliate thereof entering into a repurchase agreement or other credit facility with any Person other than Buyer and to the extent not publicly filedBuyer, such Seller or Guarantor shall deliver to Buyer a true, correct and complete copy of such repurchase agreement, loan agreement, guaranty or other financing documentationdocumentation and all amendments thereto.
Appears in 1 contract
Samples: Master Repurchase Agreement (Nationstar Mortgage Holdings Inc.)
Most Favored Status. Each Seller and Guarantor agrees that should any such Seller, Guarantor or any Affiliate thereof enter into a repurchase agreement or agreement, credit facility or other comparable agreement with any Person other than Buyer or an Affiliate of Buyer which by its terms provides more favorable terms to Buyer such Person with respect to any guaranties or financial covenants, including without limitation covenants covering the same or similar subject matter set forth in Sections 13(j) and 13(q) hereof (a “More Favorable Agreement”), Seller and/or Guarantor shall provide notice to Buyer of such more favorable terms, and the terms of this Repurchase Agreement shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement; provided, that in the event that such More Favorable Agreement is terminated, upon notice by Sellers a Seller or Guarantor to Buyer of such termination, the original terms of this Repurchase Agreement shall be deemed to be automatically reinstated. Each Seller and Guarantor each further agrees to execute and deliver any new guaranties, additional agreements or amendments to this Repurchase Agreement evidencing such provisionsmore favorable terms, provided that the execution of such amendment shall agreements or amendments will not be a precondition to the effectiveness of such amendmentthereof, but shall will merely be for the convenience of the parties hereto. Promptly upon any Seller, Guarantor or any Affiliate thereof entering into a any such repurchase agreement agreement, credit facility or other credit facility comparable agreement with any Person other than Buyer and to the extent not publicly filedBuyer, such Seller or Guarantor shall deliver notice to Buyer a true, correct and complete copy of such repurchase agreement, loan agreement, guaranty or other financing documentationMore Favorable Agreement.
Appears in 1 contract
Samples: Master Repurchase Agreement (PennyMac Mortgage Investment Trust)
Most Favored Status. Each Seller Sellers, Guarantor and Guarantor agrees the Administrative Agent each agree that should any Seller, Seller or Guarantor or any Affiliate thereof enter into a repurchase agreement or credit facility with any Person other than Buyer the Administrative Agent or an Affiliate of Buyer the Administrative Agent which by its terms provides more favorable terms to Buyer the Administrative Agent with respect to any guaranties or financial covenants, including without limitation covenants covering the same or similar subject matter set forth in Sections 13(j14.n) and 13(q00.xx) hereof or any substantially similar covenants (a “More Favorable Agreement”), Seller and/or Guarantor shall provide notice to Buyer of such more favorable terms, and the terms of this Agreement shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement; provided, that in the event that such More Favorable Agreement is terminatedterminated or such More Favorable Agreement is modified such that it no longer provides more favorable terms, upon notice by Sellers or Guarantor such Seller to Buyer the Administrative Agent of such termination, the original terms of this Agreement shall be deemed to be automatically reinstated. Each Seller Sellers, the Guarantor and Guarantor agrees the Administrative Agent further agree to execute and deliver any new guaranties, agreements or amendments to this Agreement evidencing such provisions, provided that the execution of such amendment shall not be a precondition to the effectiveness of such amendment, but shall merely be for the convenience of the parties hereto. Promptly upon any Seller, Seller or Guarantor or any Affiliate thereof entering into a repurchase agreement or other credit facility with any Person other than Buyer and to the extent not publicly filedAdministrative Agent, such Seller or Guarantor Sellers shall deliver to Buyer the Administrative Agent a true, correct and complete copy of such repurchase agreement, loan agreement, guaranty or other financing documentation.
Appears in 1 contract
Samples: Master Repurchase Agreement (Altisource Residential Corp)
Most Favored Status. Each Seller and Guarantor agrees Buyer each agree that should any Seller, Guarantor Seller or any Affiliate thereof enter into a repurchase agreement agreement, warehouse facility, guaranty or similar credit facility with any Person other than (including, without limitation, Buyer or an Affiliate any of Buyer its Affiliates) which by its terms provides more favorable terms to Buyer with respect to any guaranties financial covenants or margin maintenance requirements to the lender thereunder than the financial covenants, including without limitation covenants covering the same or similar subject matter and margin maintenance requirements set forth in Sections 13(j) and 13(q) hereof hereinabove (each, a “More Favorable Agreement”), Seller and/or Guarantor shall provide notice to Buyer of such more favorable terms, and then the terms of this Agreement or the Transaction Terms Letter, as applicable, shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement, such that such terms operate in favor of Buyer or an Affiliate of Buyer; provided, that in the event that such More Favorable Agreement is terminated, upon notice by Sellers or Guarantor Seller to Buyer of such termination, the original terms of this Agreement shall be deemed to be automatically reinstated. Each Seller and Guarantor agrees Buyer further agree to execute and deliver any new guaranties, agreements or amendments to this Agreement evidencing such provisions; provided, provided that the execution of such amendment guaranties, agreements or amendments shall not be a precondition to the effectiveness of such amendmentguaranties, agreements or amendments, but shall merely be for the convenience of the parties hereto. Promptly upon Further, at the request of Buyer, Seller shall promptly provide Buyer with its financial covenants and any Sellerother covenants that Buyer deems material under any such current, Guarantor future or modified third party agreement and/or copies of any Affiliate thereof entering into a repurchase agreement or other credit facility personal and/or corporate guaranties required in connection with any Person other than such third party agreement; provided, that Seller shall be required to document the forgoing disclosures to Buyer and only to the extent not publicly filed, permitted under the confidentiality terms of any such Seller or Guarantor shall deliver to Buyer a true, correct and complete copy of such repurchase third party agreement, loan agreement, guaranty or other financing documentation.
Appears in 1 contract
Samples: Master Repurchase Agreement (Stonegate Mortgage Corp)
Most Favored Status. Each If Seller and Guarantor agrees that should any Seller, Guarantor or any Affiliate thereof enter hereafter enters into a mortgage warehousing or Servicing Rights repurchase agreement, credit agreement or similar credit facility with any Person other than Buyer or an Affiliate of Buyer which by its terms that provides more favorable terms to Buyer with respect to any guaranties than Sections 11(y)(i)(Leverage Ratio), 11(y)(ii) (Minimum Tangible Net Worth), 11(y)(iii) (Maintenance of Liquidity) or financial covenants11(y)(v) (Net Income) (each, including without limitation covenants covering the same or similar subject matter set forth in Sections 13(j) and 13(q) hereof (a “More Favorable Agreement”), Seller and/or Guarantor shall provide promptly give Buyer notice to Buyer of such more favorable terms, and the terms of this Agreement shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement; provided, that in the event that such More Favorable Agreement is terminated, upon notice by Sellers or Guarantor to Buyer of such termination, the original terms of this Agreement shall be deemed to be automatically reinstated. Each Seller and Guarantor agrees to execute thereof and deliver any new guaranties, agreements or amendments to this Agreement evidencing such provisions, provided that the execution of such amendment shall not be a precondition to the effectiveness of such amendment, but shall merely be for the convenience of the parties hereto. Promptly upon any Seller, Guarantor or any Affiliate thereof entering into a repurchase agreement or other credit facility with any Person other than Buyer and to the extent not publicly filed, such Seller or Guarantor shall deliver to Buyer a true, correct and complete copy of such repurchase agreementMore Favorable Agreement promptly after entering into it, loan agreementand this Agreement shall be deemed automatically amended effective as of the effective date of such More Favorable Agreement, guaranty to include such more favorable terms so that such terms operate in favor of Buyer or other financing documentationan Affiliate of Buyer (as applicable) to the same effect as if they were expressly stated in this Agreement and agrees, upon Buyer’s request, to execute an amendment of this Agreement setting forth such amended terms; provided, that if any such More Favorable Agreement is subsequently terminated, upon Buyer’s receipt of notice of such termination from Seller, the relevant terms of this Agreement as originally written shall be deemed automatically reinstated effective as of the termination date of such terminated More Favorable Agreement, and if the parties have executed an amendment of this Agreement setting forth such more favorable terms, the parties agree, upon request of either of them, to execute a further amendment reinstating such original terms. No amendment referred to in this Section 11(q) shall be a precondition to the effectiveness of such more favorable terms or such reinstated terms, as applicable, but is only for the convenience of the parties.
Appears in 1 contract
Samples: Master Repurchase Agreement (Pennymac Financial Services, Inc.)
Most Favored Status. Each Seller and Guarantor agrees agree that should any Seller, Seller or Guarantor or any Affiliate thereof enter into a repurchase agreement or agreement, credit facility or other comparable agreement with any Person other than Buyer or an Affiliate of Buyer which by its terms provides more favorable terms to Buyer such Person with respect to any guaranties or financial covenants, including without limitation covenants covering the same or similar subject matter set forth in Sections 13(jSection 13(y) and 13(q) hereof or any substantially similar covenants (a “More Favorable Agreement”), Seller and/or Guarantor shall provide notice to Buyer of such more favorable terms, and the terms of this Agreement shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement; provided, that in the event that such More Favorable Agreement is terminated, upon notice by Sellers Seller or Guarantor to Buyer of such termination, the original terms of this Agreement shall be deemed to be automatically reinstated. Each Seller and Guarantor agrees further agree to execute and deliver any new additional guaranties, agreements or amendments to this Agreement evidencing such provisionsmore favorable terms, provided that the execution of such amendment shall guaranties, agreements or amendments will not be a precondition to the effectiveness of such amendmentthereof, but shall will merely be for the convenience of the parties hereto. Promptly upon any Seller, Guarantor or any Affiliate thereof entering into a any such repurchase agreement agreement, credit facility or other credit facility comparable agreement with any Person other than Buyer and to the extent not publicly filedBuyer, such Seller or Guarantor Guarantor, as applicable, shall deliver to Buyer a true, correct and complete copy of each such repurchase agreement, loan agreement, guaranty or other financing documentationMore Favorable Agreement.
Appears in 1 contract
Samples: Master Repurchase Agreement (Pennymac Financial Services, Inc.)
Most Favored Status. Each Seller Seller, Guarantors and Guarantor agrees Buyer each agree that should any Seller, Guarantor or any Affiliate thereof enter into a repurchase agreement agreement, warehouse facility, guaranty or similar credit facility with any Person other than Buyer or an Affiliate of Buyer which by its terms provides more favorable terms to Buyer with respect to any guaranties or financial covenants, including without limitation covenants covering the same or similar subject matter set forth in Sections 13(j) and 13(qSection 14(a) hereof (each, a “More Favorable Agreement”)) then, Seller and/or Guarantor shall provide notice to Buyer of such more favorable terms, and the terms of this Agreement shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement, such that such terms operate in favor of Buyer or an Affiliate of Buyer; provided, that in the event that such More Favorable Agreement is terminated, upon notice by Sellers or Guarantor Seller to Buyer of such termination, the original terms of this Agreement shall be deemed to be automatically reinstated. Each Seller Seller, Guarantors and Guarantor agrees Buyer further agree to execute and deliver any new guaranties, agreements or amendments to this Agreement evidencing such provisions, provided that the execution of such amendment shall not be a precondition to the effectiveness of such amendment, but shall merely be for the convenience of the parties hereto. Promptly upon any Seller, a Guarantor or any Affiliate thereof entering into a repurchase agreement or other credit facility with any Person other than Buyer and to the extent not publicly filedBuyer, such Seller or Guarantor a Guarantor, as applicable, shall deliver to Buyer a true, correct and complete copy of such repurchase agreement, loan agreement, guaranty or other financing documentation.
Appears in 1 contract
Samples: Master Repurchase Agreement (PennyMac Mortgage Investment Trust)
Most Favored Status. Each Seller Seller, Guarantor and Guarantor agrees Administrative Agent each agree that should any Seller, Guarantor or any Affiliate thereof enter into a repurchase agreement agreement, warehouse facility, guaranty or similar credit facility with any Person other than Buyer Administrative Agent or an Affiliate of Buyer Administrative Agent (each, a “More Favorable Agreement”) which by its terms provides more favorable terms to Buyer with respect to any guaranties or financial covenants, including without limitation covenants covering the same or similar subject matter set forth in Sections 13(j) 9.1, 9.20, and 13(q) hereof (a “More Favorable Agreement”), 10.5 hereof; then the Seller and/or Guarantor shall provide the Administrative Agent with prompt notice to Buyer of such more favorable terms, terms contained in such More Favorable Agreement and the terms of this Agreement shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement, such that such terms operate in favor of Administrative Agent or an Affiliate of Administrative Agent; provided, that in the event that such More Favorable Agreement is terminated, upon notice by Sellers or Guarantor Seller to Buyer Administrative Agent of such termination, the original terms of this Agreement shall be deemed to be automatically reinstated. Each Seller Seller, Guarantor and Guarantor agrees Administrative Agent further agree to execute and deliver any new guaranties, agreements or amendments to this Agreement evidencing such provisions, provided that the execution of such amendment shall not be a precondition to the effectiveness of such amendment, but shall merely be for the convenience of the parties hereto. Promptly upon any Seller, Guarantor or any Affiliate thereof entering into a repurchase agreement or other credit facility with any Person other than Buyer and to the extent not publicly filedAdministrative Agent, such Seller or Guarantor Guarantor, as applicable, shall deliver to Buyer Administrative Agent a true, correct and complete copy of such repurchase agreement, loan agreement, guaranty or other financing documentation.
Appears in 1 contract
Samples: Assignment and Assumption (Pennymac Financial Services, Inc.)
Most Favored Status. Each If either Seller and Guarantor agrees that should any Seller, Guarantor or any Affiliate thereof enter hereafter enters into a mortgage warehousing or Servicing Rights repurchase agreement, credit agreement or similar credit facility with any Person other than Buyer or an Affiliate of Buyer which by its terms that provides more favorable terms to Buyer with respect to any guaranties than Sections 11(y)(i) (Leverage Ratio), 11(y)(ii) (Minimum Tangible Net Worth) or financial covenants11(y)(iii) (Maintenance of Liquidity) or Section 4(i) (Financial Covenants) of the Guaranty (each, including without limitation covenants covering the same or similar subject matter set forth in Sections 13(j) and 13(q) hereof (a “More Favorable Agreement”), Seller and/or Guarantor Sellers shall provide promptly give Buyer notice to Buyer of such more favorable terms, and the terms of this Agreement shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement; provided, that in the event that such More Favorable Agreement is terminated, upon notice by Sellers or Guarantor to Buyer of such termination, the original terms of this Agreement shall be deemed to be automatically reinstated. Each Seller and Guarantor agrees to execute thereof and deliver any new guaranties, agreements or amendments to this Agreement evidencing such provisions, provided that the execution of such amendment shall not be a precondition to the effectiveness of such amendment, but shall merely be for the convenience of the parties hereto. Promptly upon any Seller, Guarantor or any Affiliate thereof entering into a repurchase agreement or other credit facility with any Person other than Buyer and to the extent not publicly filed, such Seller or Guarantor shall deliver to Buyer a true, correct and complete copy of such repurchase agreementMore Favorable Agreement promptly after entering into it, loan agreementand this Agreement shall be deemed automatically amended effective as of the effective date of such More Favorable Agreement, guaranty to include such more favorable terms so that such terms operate in favor of Buyer or other financing documentationan Affiliate of Buyer (as applicable) to the same effect as if they were expressly stated in this Agreement and agrees, upon Buyer’s request, to execute an amendment of this Agreement setting forth such amended terms; provided, that if any such More Favorable Agreement is subsequently terminated, upon Buyer’s receipt of notice of such termination from Sellers, the relevant terms of this Agreement as originally written shall be deemed automatically reinstated effective as of the termination date of such terminated More Favorable Agreement, and if the parties have executed an amendment of this Agreement setting forth such more favorable terms, the parties agree, upon request of either of them, to execute a further amendment reinstating such original terms. No amendment referred to in this Section 11(q) shall be a precondition to the effectiveness of such more favorable terms or such reinstated terms, as applicable, but is only for the convenience of the parties.
Appears in 1 contract
Samples: Master Repurchase Agreement (PennyMac Mortgage Investment Trust)
Most Favored Status. Each Seller Seller, Guarantor and Guarantor agrees the Buyer each agree that should any Seller, Seller or Guarantor or any Affiliate thereof enter into a repurchase agreement or credit facility with any Person other than the Buyer or an Affiliate of the Buyer which by its terms provides more favorable terms to the Buyer with respect to any guaranties or financial covenants, including without limitation covenants covering the same or similar subject matter set forth in Sections 13(j) 14.m and 13(q) 14.aa hereof or any substantially similar covenants (a “More Favorable Agreement”), Seller and/or Guarantor shall provide notice to Buyer of such more favorable terms, and the terms of this Agreement shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement; provided, that in the event that such More Favorable Agreement is terminated, upon notice by Sellers or Guarantor the Seller to the Buyer of such termination, the original terms of this Agreement shall be deemed to be automatically reinstated. Each Seller The Seller, the Guarantor and Guarantor agrees the Buyer further agree to execute and deliver any new guaranties, agreements or amendments to this Agreement evidencing such provisions, provided that the execution of such amendment shall not be a precondition to the effectiveness of such amendment, but shall merely be for the convenience of the parties hereto. Promptly upon any Seller, Seller or Guarantor or any Affiliate thereof entering into a repurchase agreement or other credit facility with any Person other than Buyer and to the extent not publicly filedBuyer, such the Seller or Guarantor shall deliver to the Buyer (x) a true, correct and complete copy of such repurchase agreement, loan agreement, guaranty or other financing documentationdocumentation (excluding pricing terms) or (y) to the extent the Seller is prohibited from delivering any such document pursuant to a confidentiality agreement with such Person, to the fullest extent permitted pursuant to such confidentiality agreement, a certificate of the Seller setting forth the terms of any financial covenants or substantially similar terms thereof.
Appears in 1 contract
Samples: Master Repurchase Agreement (Altisource Residential Corp)
Most Favored Status. Each Seller Seller, Guarantors and Guarantor agrees Buyer each agree that should any Seller, Guarantor or any Affiliate thereof enter into a repurchase agreement agreement, warehouse facility, guaranty or similar credit facility with any Person other than Buyer or an Affiliate of Buyer which by its terms provides more favorable terms to Buyer with respect to any guaranties or financial covenants, including without limitation covenants covering the same or similar subject matter set forth in Sections 13(j) and 13(qSection 14(a) hereof (each, a “More Favorable Agreement”)) then, the Seller and/or Guarantor shall provide the Buyer with prompt notice to Buyer of such more favorable terms, terms contained in such More Favorable Agreement and the terms of this Agreement shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement, such that such terms operate in favor of Buyer or an Affiliate of Buyer; provided, that in the event that such More Favorable Agreement is terminated, upon notice by Sellers or Guarantor Seller to Buyer of such termination, the original terms of this Agreement shall be deemed to be automatically reinstated. Each Seller Seller, Guarantors and Guarantor agrees Buyer further agree to execute and deliver any new guaranties, agreements or amendments to this Agreement evidencing such provisions, provided that the execution of such amendment shall not be a precondition to the effectiveness of such amendment, but shall merely be for the convenience of the parties hereto. Promptly upon any Seller, a Guarantor or any Affiliate thereof entering into a repurchase agreement or other credit facility with any Person other than Buyer and to the extent not publicly filedBuyer, such Seller or Guarantor a Guarantor, as applicable, shall deliver to Buyer a true, correct and complete copy of such repurchase agreement, loan agreement, guaranty or other financing documentation.
Appears in 1 contract
Samples: Master Repurchase Agreement (PennyMac Mortgage Investment Trust)
Most Favored Status. Each Seller Seller, Guarantor and Guarantor agrees Buyer each agree that should any Seller, Guarantor or any Affiliate thereof enter into a repurchase agreement agreement, warehouse facility, guaranty or similar credit facility with any Person other than Buyer or an Affiliate of Buyer which by its terms provides more favorable terms to Buyer with respect to any guaranties or financial covenants, including without limitation covenants covering the same or similar subject matter set forth in Sections 13(j) and 13(qSection 14(a) hereof (each, a “More Favorable Agreement”)) then, the Seller and/or Guarantor shall provide the Buyer with prompt notice to Buyer of such more favorable terms, terms contained in such More Favorable Agreement and the terms of this Agreement shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement, such that such terms operate in favor of Buyer or an Affiliate of Buyer; provided, that in the event that such More Favorable Agreement is terminated, upon notice by Sellers or Guarantor Seller to Buyer of such termination, the original terms of this Agreement shall be deemed to be automatically reinstated. Each Seller Seller, Guarantor and Guarantor agrees Buyer further agree to execute and deliver any new guaranties, agreements or amendments to this Agreement evidencing such provisions, provided that the execution of such amendment shall not be a precondition to the effectiveness of such amendment, but shall merely be for the convenience of the parties hereto. Promptly upon any Seller, Guarantor or any Affiliate thereof entering into a repurchase agreement or other credit facility with any Person other than Buyer and to the extent not publicly filedMore Favorable Agreement, such Seller or Guarantor Guarantor, as applicable, shall deliver to Buyer a true, correct and complete copy of such repurchase agreement, loan agreement, guaranty or other financing documentationMore Favorable Agreement in connection with the delivery of the Officer’s Compliance Certificate as set forth in Section 17(b).
Appears in 1 contract
Samples: Master Repurchase Agreement (PennyMac Mortgage Investment Trust)
Most Favored Status. Each Seller and Guarantor agrees agree that should any Seller, such Seller or Guarantor or any Affiliate thereof enter into a repurchase agreement or agreement, credit facility or other comparable agreement with any Person other than Buyer or an Affiliate of Buyer which by its terms provides more favorable terms to Buyer such Person with respect to any guaranties or financial covenants, including without limitation covenants covering the same or similar subject matter set forth in Sections 13(jSection 13(y) and 13(q) hereof or any substantially similar covenants (a “More Favorable Agreement”), Seller and/or Guarantor shall provide notice to Buyer of such more favorable terms, and the terms of this ‑52‑ Agreement shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement; provided, that in the event that such More Favorable Agreement is terminated, upon notice by Sellers a Seller or Guarantor to Buyer of such termination, the original terms of this Agreement shall be deemed to be automatically reinstated. Each Seller and Guarantor agrees further agree to execute and deliver any new additional guaranties, agreements or amendments to this Agreement evidencing such provisionsmore favorable terms, provided that the execution of such amendment shall guaranties, agreements or amendments will not be a precondition to the effectiveness of such amendmentthereof, but shall will merely be for the convenience of the parties hereto. Promptly upon any Seller, Guarantor or any Affiliate thereof entering into a any such repurchase agreement agreement, credit facility or other credit facility comparable agreement with any Person other than Buyer and to the extent not publicly filedBuyer, such Seller or Guarantor Guarantor, as applicable, shall deliver to Buyer a true, correct and complete copy of each such repurchase agreement, loan agreement, guaranty or other financing documentationMore Favorable Agreement.
Appears in 1 contract
Samples: Master Repurchase Agreement (PennyMac Mortgage Investment Trust)