Pipeline Mortgage Loans. As contemplated by Section 1.04, the Investment Banks shall conduct, prior to Closing and after Closing, valuations of the mortgage loans which the Company has committed to fund (taking into account applications in a manner consistent with the Company’s past practices) but has not actually funded at Closing (the “Pipeline Mortgage Loans”). The Pipeline Mortgage Loans shall be valued at the difference between (a) the estimated market value as if the Pipeline Mortgage Loans had been funded and sold on a servicing-released basis, plus an amount equal to 35 basis points of the par amount of the Pipeline Mortgage Loans and (b) the sum of par plus an estimate of FAS 91 deferred expenses determined in accordance with GAAP based on the Company’s actual experience for the 60-day period prior to Closing. For purposes of determining the Pipeline Mortgage Loans entry for both the Estimate Statement and the Final Statement: The value of the Pipeline Mortgage Loans determined by the Investment Banks in accordance with Section 1.04 and this Exhibit A shall be added to the value of any derivatives identified by the Company as hedging the Pipeline Mortgage Loans, and this sum:
Pipeline Mortgage Loans. (a) As of the Closing, to Seller’s knowledge, each Pipeline Mortgage Loan that is approved for funding (“Approved Pipeline Mortgage Loan”) and that is allocated to a particular Investor is or was eligible in all material respects for sale under an Investor Commitment and complies or complied with all requirements of such Investor. Except as set forth on Schedule 3.17(a), as of the Closing, to Seller’s knowledge, each Approved Pipeline Mortgage Loan not allocated to a particular Investor in accordance with the foregoing sentence would be otherwise eligible for sale in all material respects under an Investor Commitment upon allocation to an Investor. Except as set forth on Schedule 3.17(a), to Seller’s knowledge, there exists no fact or circumstance that would entitle the applicable Insurer or Investor to (i) demand from Seller or Buyer either repurchase of any Pipeline Mortgage Loan or indemnification for losses or refuse to purchase a Pipeline Mortgage Loan, (ii) impose on Seller or Buyer sanctions, penalties or special requirements in respect of any Pipeline Mortgage Loan, or (iii) rescind any insurance policy or reduce insurance benefits in respect of any Pipeline Mortgage Loan which would result in a breach of any obligation of Seller or Buyer under any Investor Commitment or contract with an Investor. Each Pipeline Mortgage Loan complies in all material respects with Applicable Requirements for the stage of processing that has been achieved as of the date of this Agreement or Closing Date, as applicable.
Pipeline Mortgage Loans. Sections 3.02(a) and (b) shall not apply to Pipeline Mortgage Loans. The Seller and the Purchaser shall cooperate to agree on the settlement process and reconciliation of the Purchase Price of the Pipeline Mortgage Loans.
Pipeline Mortgage Loans. The Servicing Rights relating to the Pipeline Mortgage Loans shall be sold by Seller to Purchaser on a flow basis in a manner mutually agreed to by the Seller and the Purchaser. The Parties agree to cooperate in good faith to negotiate the specific provisions regarding the sale and transfer of the Servicing Rights related to the Pipeline Mortgage Loans from Seller to Purchaser, including the timing of such sale and transfer of such Servicing Rights and related processes and procedures.
