Program; Initiation of Transactions. a. On the initial Purchase Date, Administrative Agent on behalf of Buyers purchased the REO Subsidiary Interests. From time to time, Seller may request, and Administrative Agent for the benefit of Buyers (i) will facilitate the purchase by Buyers from Seller of certain Transaction Mortgage Loans that have been either originated by Seller or purchased by Seller from other originators and (ii) may fund additional Purchase Price Increases in connection with the conveyance of Contributed REO Properties to the REO Subsidiary and the corresponding increases of the Purchase Price on account of the REO Subsidiary Interests. This Agreement is a commitment by Committed Buyer to enter into Transactions with Seller up to an aggregate amount equal to the Maximum Committed Purchase Price. This Agreement is not a commitment by Administrative Agent on behalf of Buyers to enter into Transactions with Seller for amounts exceeding the Maximum Committed Purchase Price, but rather, sets forth the procedures to be used in connection with periodic requests for Administrative Agent on behalf of Buyers to enter into Transactions with Seller. Seller hereby acknowledges that, beyond the Maximum Committed Purchase Price, Administrative Agent on behalf of Buyers is under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this Agreement; provided that once Administrative Agent for the benefit of Buyers and Seller enter into a Transaction with respect to one or more Transaction Mortgage Loans or Contributed REO Properties that would in the aggregate exceed the Maximum Committed Purchase Price, Administrative Agent shall not require Seller to repurchase any such Transaction Mortgage Loans or Contributed REO Properties unless such repurchase is otherwise permitted by the terms of this Agreement. All Transaction Mortgage Loans shall exceed or meet the Underwriting Guidelines, and shall be serviced by Seller or Servicer, as applicable. The aggregate Purchase Price of the Purchased Assets (adjusted for any Purchase Price Increases or reductions in Purchase Price, as applicable) subject to outstanding Transactions shall not exceed the Maximum Aggregate Purchase Price. b. Seller shall request that Administrative Agent enter into a Transaction with respect to Transaction Mortgage Loans by delivering (i) to Administrative Agent, a Transaction Request (A) one (1) Business Day prior to the proposed Purchase Date for Mortgage Loans that are not Wet‑Ink Mortgage Loans or (B) by 3:30 p.m. (New York City time) on the proposed Purchase Date for Wet‑Ink Mortgage Loans and (ii) to Administrative Agent and Custodian an Asset Schedule in accordance with the Custodial Agreement and (iii) to Administrative Agent, with respect to Wet-Ink Mortgage Loans and Correspondent Mortgage Loans, the Wire Instruction Data in accordance with the Custodial Agreement. In the event the Asset Schedule provided by Seller contains erroneous computer data, is not formatted properly or the computer fields are otherwise improperly aligned, Administrative Agent shall provide written or electronic notice to Seller describing such error and Seller shall correct the computer data, reformat or properly align the computer fields itself and resubmit the Asset Schedule as required herein.
Appears in 2 contracts
Samples: Master Repurchase Agreement (Walter Investment Management Corp), Master Repurchase Agreement (Walter Investment Management Corp)
Program; Initiation of Transactions. a. Section 3 of the Existing Repurchase Agreement is hereby amended by deleting subsection (a) in its entirety and replacing it with the following: On the initial Purchase Date, Administrative Agent on behalf of Buyers purchased Buyer will purchase from Seller the REO Subsidiary InterestsPurchased Certificate. From time to time, Seller may request, request and Administrative Agent for the benefit of Buyers (i) Buyer will facilitate the purchase by Buyers from Seller of certain Transaction Mortgage Loans that have been either originated by Seller or purchased by Seller from other originators and (ii) may fund additional Purchase Price Increases in connection with the conveyance acquisition or transfer of Contributed REO Properties Mortgage Loans by or to the REO Subsidiary Pass-Through Trust Trustee for the Pass-Through Trust and the corresponding increases increase in value of the Purchased Certificate equal to the Purchase Price on account for such Contributed Mortgage Loan as of the REO Subsidiary Interestsrelated Purchase Date. This Agreement is a commitment by Committed Buyer to enter into Transactions with Seller up to an aggregate amount equal to the Maximum Committed Purchase Price. This Agreement is not a commitment by Administrative Agent on behalf of Buyers Buyer to enter into Transactions with Seller for amounts exceeding the Maximum Committed Purchase Price, but rather, sets forth the procedures to be used in connection with periodic requests for Administrative Agent on behalf of Buyers Buyer to enter into Transactions with Seller. Seller hereby acknowledges that, beyond the Maximum Committed Purchase Price, Administrative Agent on behalf of Buyers Buyer is under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this Agreement; provided that once Administrative Agent for the benefit of Buyers and Seller enter into a Transaction with respect to one or more Transaction . All related Contributed Mortgage Loans or Contributed REO Properties that would in the aggregate exceed the Maximum Committed Purchase Price, Administrative Agent shall not require Seller to repurchase any such Transaction Mortgage Loans or Contributed REO Properties unless such repurchase is otherwise permitted by the terms of this Agreement. All Transaction Mortgage Loans shall exceed or meet the Underwriting Guidelines, and shall be serviced by Seller or Servicer, as applicable. The aggregate Purchase Price of the Purchased Assets Certificate (adjusted for any Purchase Price Increases or reductions in and Purchase PricePrice Decreases, as applicable) subject to outstanding Transactions shall not exceed the Maximum Aggregate Purchase Price.
b. Seller shall request that Administrative Agent enter into a Transaction with respect to Transaction Mortgage Loans by delivering (i) to Administrative Agent, a Transaction Request (A) one (1) Business Day prior to the proposed Purchase Date for Mortgage Loans that are not Wet‑Ink Mortgage Loans or (B) by 3:30 p.m. (New York City time) on the proposed Purchase Date for Wet‑Ink Mortgage Loans and (ii) to Administrative Agent and Custodian an Asset Schedule in accordance with the Custodial Agreement and (iii) to Administrative Agent, with respect to Wet-Ink Mortgage Loans and Correspondent Mortgage Loans, the Wire Instruction Data in accordance with the Custodial Agreement. In the event the Asset Schedule provided by Seller contains erroneous computer data, is not formatted properly or the computer fields are otherwise improperly aligned, Administrative Agent shall provide written or electronic notice to Seller describing such error and Seller shall correct the computer data, reformat or properly align the computer fields itself and resubmit the Asset Schedule as required herein.
Appears in 1 contract
Program; Initiation of Transactions. a. On the initial Purchase Date, Administrative Agent on behalf Buyer will purchase the Transaction Subsidiary Interests (accompanied by a pledge of Buyers purchased the related Mortgage Loans by the Transaction Subsidiary) and REO Subsidiary Interests. From time to time, Seller may request, request and Administrative Agent for the benefit of Buyers (i) will facilitate the purchase by Buyers from Seller of certain Transaction Mortgage Loans that have been either originated by Seller or purchased by Seller from other originators and (ii) Buyer may fund additional Purchase Price Increases in connection with the conveyance of Contributed REO Properties to the REO Subsidiary and the corresponding increases of the Purchase Price on account of the REO Subsidiary Interests. From time to time, Seller may request and Buyer may fund additional Purchase Price Increases in connection with the conveyance of Transaction Mortgage Loans to the Transaction Subsidiary and the corresponding increases of the Purchase Price on account of the Transaction Subsidiary Interests. This Agreement is a commitment by Committed Buyer to enter into Transactions with Seller up to an aggregate amount equal to the Maximum Committed Purchase Price. This Agreement is not a commitment by Administrative Agent on behalf of Buyers Buyer to enter into Transactions with Seller for amounts exceeding the Maximum Committed Purchase Price, but rather, sets forth the procedures to be used in connection with periodic requests for Administrative Agent on behalf of Buyers Buyer to enter into Transactions with Seller. Seller hereby acknowledges that, beyond the Maximum Committed Purchase Price, Administrative Agent on behalf of Buyers Buyer is under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this Agreement; provided that once Administrative Agent for the benefit of Buyers Buyer and Seller enter into a Transaction with respect to one or more Transaction Mortgage Loans or Contributed REO Properties that would in the aggregate exceed the Maximum Committed Purchase Price, Administrative Agent Buyer shall not require Seller to repurchase any such Transaction Mortgage Loans or Contributed REO Properties unless such repurchase is otherwise permitted by the terms of this Agreement. All Transaction Mortgage Loans shall exceed or meet the Underwriting Guidelines, and shall be serviced by Seller or Servicer, as applicable. The aggregate Purchase Price of the Purchased Assets Certificates (adjusted for any Purchase Price Increases or reductions in Purchase Price, as applicable) subject to outstanding Transactions shall not exceed the Maximum Aggregate Purchase Price.
b. Seller shall request that Administrative Agent Buyer enter into a Transaction with respect to Transaction Mortgage Loans by delivering (i) to Administrative AgentBuyer, a Transaction Request (A) one (1) Business Day prior to the proposed Purchase Date for Mortgage Loans that are not Wet‑Ink Mortgage Loans or (B) by 3:30 p.m. (New York City time) on the proposed Purchase Date for Wet‑Ink Mortgage Loans and (ii) to Administrative Agent Buyer and Custodian an Asset Schedule in accordance with the Custodial Agreement and (iii) to Administrative AgentBuyer, with respect to Wet-Ink Mortgage Loans and Correspondent Mortgage Loans, the Wire Instruction Data in accordance with the Custodial Agreement. In the event the Asset Schedule provided by Seller contains erroneous computer data, is not formatted properly or the computer fields are otherwise improperly aligned, Administrative Agent Buyer shall provide written or electronic notice to Seller describing such error and Seller shall correct the computer data, reformat or properly align the computer fields itself and resubmit the Asset Schedule as required herein.
Appears in 1 contract
Samples: Master Repurchase Agreement (Walter Investment Management Corp)
Program; Initiation of Transactions. a. On the initial Purchase Date, Administrative Agent on behalf of Buyers purchased the REO Subsidiary Interests. From time to time, Seller may request, and Administrative Agent for the benefit of Buyers (i) will facilitate the purchase by Buyers from Seller of certain Transaction Mortgage Loans that have been either originated by Seller or purchased by Seller from other originators and (ii) may fund additional Purchase Price Increases in connection with the conveyance of Contributed REO Properties to the REO Subsidiary and the corresponding increases of the Purchase Price on account of the REO Subsidiary Interests. This Agreement is not a commitment by Committed Buyer to enter into Transactions with Seller up to an aggregate amount equal to the Maximum Committed Purchase Price. This Agreement is not a commitment by Administrative Agent on behalf of Buyers to enter into Transactions with Seller for amounts exceeding the Maximum Committed Purchase Price, but rather, rather sets forth the procedures to be used in connection with periodic requests any request for Administrative Agent on behalf of Buyers Buyer to enter into Transactions with Seller from time to time during the term of this Agreement and, if Xxxxx enters into Transactions with Seller, Seller’s obligations with respect thereto. Subject to the terms and conditions of this Agreement and provided that no Event of Default or Event of Termination has occurred and is continuing, Buyer may, from time to time during the term of this Agreement, enter into Transactions with Seller hereby acknowledges that, beyond whereby Buyer may purchase from Seller the Trust Certificate or enter into Purchase Price Increase Transactions upon the acquisition by Trust Subsidiary of certain Eligible Mortgage Loans. Buyer will not enter into Transactions or Purchase Price Increase Transactions for amounts exceeding the Maximum Committed Aggregate Purchase Price. Notwithstanding the willingness of Xxxxx from time to time consider entering into Transactions hereunder, Administrative Agent this Agreement is entered into on behalf of Buyers is under no obligation to agree the express understanding that Buyer shall not be obligated to enter intointo any Transactions hereunder, or to enter into, any Transaction pursuant to and this Agreement; provided that once Administrative Agent for the benefit of Buyers and Seller enter Agreement shall in no way be construed as a commitment by Xxxxx. Xxxxx’s entry into a Transaction with respect hereunder shall not obligate buyer to one or more Transaction enter into any future Transactions hereunder. All Underlying Mortgage Loans or Contributed REO Properties that would in the aggregate exceed the Maximum Committed Purchase Price, Administrative Agent shall not require Seller to repurchase any such Transaction Mortgage Loans or Contributed REO Properties unless such repurchase is otherwise permitted by the terms of this Agreement. All Transaction Mortgage Loans shall exceed or meet the Underwriting Guidelines, and shall be serviced by Seller or the Servicer, as applicable. The aggregate Purchase Price of the Purchased Assets (adjusted for any Purchase Price Increases or reductions in Purchase Price, as applicable) subject to outstanding Transactions shall not exceed the Maximum Aggregate Purchase Price.
b. On the Purchase Date for the Initial Transaction, ownership of the Trust Certificate shall be transferred to Buyer against the simultaneous transfer of the Purchase Price for the initial Underlying Mortgage Loans acquired by Trust Subsidiary, and simultaneously with the delivery to Buyer of the Trust Certificate and the delivery to the related Custodian of the Asset Files for such initial Underlying Mortgage Loans, in each case, relating to the Initial Transaction. On each Purchase Date, ownership of the applicable Underlying Mortgage Loans shall be transferred to Trust Subsidiary in accordance with the applicable mortgage loan purchase agreement. Seller shall request that Administrative Agent Buyer consider to enter into a Transaction with respect to Transaction Mortgage Loans by delivering (ito Buyer a Transaction Request, the related Seller Provided Diligence Package, Current Property Value, summary results of due diligence delivered in connection with Section 10.b(1) to Administrative Agentof this Agreement, compliance diligence information and upon request of Buyer, a Transaction Request (A) one (1) Business Day prior copy of the Appraisal, BPO or, to the proposed Purchase Date for Mortgage Loans that are not Wet‑Ink Mortgage Loans extent approved by Buyer, in its sole and absolute discretion, another valuation product (including an AVM) evidencing the Current Property Value, in each case in the format mutually agreed to by Buyer and Seller on or (B) by 3:30 p.m. before 10:00 a.m. (New York City time) on ten (10) Business Days prior to the proposed Purchase Date for Wet‑Ink Mortgage Loans and (ii) to Administrative Agent and Custodian an Asset Schedule in accordance with the Custodial Agreement and (iii) to Administrative Agent, with respect to Wet-Ink Mortgage Loans and Correspondent Mortgage Loans, the Wire Instruction Data in accordance with the Custodial AgreementDate. In the event the Asset Schedule provided by Seller contains erroneous computer data, is not formatted properly or the computer fields are otherwise improperly aligned, Administrative Agent Buyer shall provide written or electronic notice to Seller describing such error and Seller shall correct the computer data, reformat or properly align the computer fields itself and resubmit the 126103752\V-5 Asset Schedule as required herein. Buyer shall review and advise Seller in writing of Buyer’s Market Value within five (5) Business Days of receipt of a Transaction Request; provided, however, that, if the related Transaction Request relates to more than 250 Mortgage Loans, Buyer shall have an additional reasonable time period to advise Seller in writing of Buyer’s Market Value and to enter into a Transaction pursuant to the following sentence. Upon Buyer and Seller’s mutual agreement of the Asset Value, Buyer and Seller shall enter into a Transaction, as applicable, within one (1) Business Day of such agreement as set forth in Section 3.e hereto.
c. Upon transfer of the Purchased Assets to Buyer as set forth herein and until termination of such Transaction as set forth herein, ownership of the Purchased Assets is vested in Buyer.
d. In no event shall Buyer have any obligation to fund any Transaction hereunder if it has not received notice within the time period required by this Section 3. Buyer reserves the right, in its sole and exclusive discretion, to fund a Transaction, without such required notice but the exercise of such right on one or more occasions shall not amend, impair or otherwise affect the absolute right of Buyer to receive such notice in respect of any subsequent funding before the obligation of Buyer to make such funding shall mature and become binding upon Buyer.
e. Upon the satisfaction of the applicable conditions precedent set forth in Section 10 hereof, all of Seller’s interest in the Purchased Assets (and/or the related Underlying Mortgage Loans) shall pass to Buyer on the applicable Purchase Date, against the transfer of the Purchase Price (or Purchase Price Increase) for the Purchased Assets (and/or the related Underlying Mortgage Loans) to Seller. Upon transfer of the Purchased Assets to Buyer (and/or the related Underlying Mortgage Loans to Trust Subsidiary) as set forth in this Section and until termination of any related Transactions or the release of Underlying Mortgage Loans as set forth in Sections 4 or 16 of this Agreement, ownership of the Purchased Assets, including beneficial ownership interest in each document in the related Asset File and Records, is vested in Buyer.
f. Notwithstanding either (i) Buyer’s receipt and/or review of Seller Provided Diligence Package or Current Property Value with respect to any Mortgage Loan prior to the related Purchase Date or (ii) Buyer’s right to perform continuing due diligence reviews with respect to Seller and the Purchased Assets (and/or the related Underlying Mortgage Loans) pursuant to Section 34 hereof, Seller shall provide Post-Closing Diligence on each Purchased Asset (and/or the related Underlying Mortgage Loans) within ninety (90) calendar days after the related Purchase Date. If either (i) Seller fails to provide the Post-Closing Diligence to Buyer within ninety (90) calendar days after the related Purchase Date or (ii) upon Buyer’s review of such Post-Closing Diligence, if such Underlying Mortgage Loan is a Grade C Mortgage Loan or a Grade D Mortgage Loan, and Buyer, in its reasonable discretion, deems such Underlying Mortgage Loan to be ineligible or otherwise not satisfactory for purchase hereunder, in either case, the Asset Value of such Underlying Mortgage Loan may be reduced to zero ($0) Dollars.
g. In connection with the consummation of each Transaction, on or before each Purchase Date, Buyer and Seller shall enter into a confirmation in the form of Exhibit H attached hereto (“Confirmation”) which Confirmation shall describe the Mortgage Loans subject to such Transaction, and shall set forth: (i) the Purchase Date, (ii) the Asset Value for each Mortgage Loan, (iii) the Maximum Purchase Price Percentage for each Mortgage Loan, (iv) the Actual Purchase Price Percentage for each Mortgage Loan, (v) the Purchase Price for each Mortgage Loan, (vi) the Pricing Rate 126103752\V-5 applicable to the Transaction and shall include the final Asset Schedule setting forth the Mortgage Loans subject to such Transaction and the applicable Actual Purchase Price Percentage with respect thereto.
Appears in 1 contract
Samples: Master Repurchase Agreement (Angel Oak Mortgage REIT, Inc.)
Program; Initiation of Transactions. a. On the initial Purchase Date, Administrative Agent on behalf of Buyers purchased Buyer will purchase the REO Subsidiary Interests. From time to time, Seller may request, and Administrative Agent for the benefit of Buyers (i) will facilitate the purchase by Buyers Trust Interests from Seller of certain Transaction Mortgage Loans that have been either originated by Seller or purchased by Seller from other originators and (ii) may fund additional Purchase Price Increases in connection with the conveyance of Contributed REO Properties to the REO Subsidiary and the corresponding increases of the Purchase Price on account of the REO Subsidiary InterestsSeller. This Agreement is a commitment by Committed Buyer to enter into Transactions and Purchase Price Increases with Seller up to for an aggregate amount equal up to the Maximum Committed Aggregate Purchase Price. This Agreement is not a commitment by Administrative Agent on behalf of Buyers Buyer to enter into Transactions or Purchase Price Increases with Seller for amounts exceeding the Maximum Committed Aggregate Purchase Price, but rather, sets forth the procedures to be used in connection with periodic requests for Administrative Agent on behalf of Buyers Buyer to enter into such Transactions or Purchase Price Increases with Seller. Seller hereby acknowledges that, beyond the Maximum Committed Purchase Price, Administrative Agent on behalf of Buyers that Buyer is under no obligation to agree to enter into, or to enter into, any Transaction or Purchase Price Increase pursuant to this Agreement; provided that once Administrative Agent for Agreement to the benefit of Buyers and Seller enter into a extent such Transaction with respect or Purchase Price Increase would cause the Purchase Price to one or more Transaction Mortgage Loans or Contributed REO Properties that would in the aggregate exceed the Maximum Committed Aggregate Purchase Price, Administrative Agent shall not require Seller to repurchase any such Transaction . All Trust Mortgage Loans or Contributed and REO Properties unless such repurchase is otherwise permitted by the terms of this Agreement. All Transaction Mortgage Loans shall exceed or meet the Underwriting Guidelines, and shall be serviced by Seller or Servicer, as applicableServicers. The aggregate Purchase Price (including Purchase Price Increases) of the Purchased Assets (adjusted for any Purchase Price Increases or reductions in Purchase Price, as applicable) subject to outstanding Transactions shall not exceed the Maximum Aggregate Purchase Price.
b. Seller shall request that Administrative Agent Buyer enter into a Transaction with respect to Transaction Mortgage Loans or Purchase Price Increase by delivering (i) to Administrative AgentBuyer, a Transaction Request (Aor Purchase Price Increase Request, as applicable, BPO valuation and valuation date for each Trust Mortgage Loan or REO Property, as applicable, summary results of due diligence delivered in connection with Section 10(b)(1) one (1) Business Day prior of this Agreement, compliance diligence information and upon request of Buyer, a copy of the BPO and BPO results, in each case in the format mutually agreed to the proposed Purchase Date for Mortgage Loans that are not Wet‑Ink Mortgage Loans by Buyer and Seller on or (B) by 3:30 before 12:00 p.m. (New York City time) on three (3) Business Days prior to the proposed Purchase Date for Wet‑Ink or Purchase Price Increase Date, as applicable; provided that if such REO Property is related to a Trust Mortgage Loans Loan, Seller shall not be required to deliver an additional BPO at the time of such Purchase Price Increase, and either (iii) to Administrative Agent Buyer and Custodian an a Request for Certification and related Asset Schedule Schedule, in accordance with the Custodial Agreement and or (iiiii) to Administrative Agentthe extent that such Purchase Price Increase is a result of a change of Category for a Trust Mortgage Loan to a REO Property, with respect to Wet-Ink Mortgage Loans and Correspondent Mortgage Loans, the Wire Instruction Data evidence of such change in accordance with the Custodial AgreementCategory. In the event the Asset Schedule provided by Seller contains erroneous computer data, is not formatted properly or the computer fields are otherwise improperly aligned, Administrative Agent Buyer shall provide written or electronic notice to Seller describing such error and Seller shall correct the computer data, reformat or properly align the computer fields itself and resubmit the Asset Schedule as required herein. Buyer shall review and advise Seller in writing of Buyer’s Market Value within two (2) Business Days of receipt of a Transaction Request or Purchase Price Increase Request, as applicable. Upon Buyer and Seller’s mutual agreement of the Market Value, Buyer and Seller shall enter into a Transaction or Purchase Price Increase, as applicable, within one (1) Business Day of such agreement as set forth in Section 3(e) hereto.
c. Upon transfer of the Trust Interests to Buyer as set forth herein and until termination of such Transaction as set forth herein, ownership of the Trust Interests is vested in the Buyer, and record title (i) to each REO Property shall be retained by the Trust Subsidiary and (ii) to each Trust Mortgage Loan shall be retained by Trust Subsidiary in each case in accordance with the terms of the Trust Agreement.
Appears in 1 contract
Samples: Master Repurchase Agreement (Altisource Residential Corp)
Program; Initiation of Transactions. Section 3 of the Existing Repurchase Agreement is hereby amended by deleting paragraph a in its entirety and replacing it with the following:
a. On the initial Purchase Date, Administrative Agent on behalf of Buyers purchased the REO Subsidiary Interests. From time to time, Seller may requestin the sole discretion of Buyers, and Administrative Agent (for the benefit of Buyers (iBuyers) will may facilitate the purchase by Buyers from Seller of certain Transaction Mortgage Loans that have been either originated by Seller or and/or purchased by Seller from other originators and (ii) may fund additional Purchase Price Increases in connection with the conveyance of Contributed REO Properties to the REO Subsidiary and the corresponding increases of the Purchase Price on account of the REO Subsidiary InterestsSeller. This Agreement is a commitment by Committed Buyer and Administrative Agent on behalf of Committed Buyer to enter into Transactions with Seller up to an aggregate amount equal not to exceed the Maximum Committed Purchase PriceAmount. This Agreement is not a commitment by Committed Buyer or Administrative Agent on behalf of Buyers Committed Buyer to enter into Transactions with Seller for amounts exceeding the Maximum Committed Purchase PriceAmount, but rather, rather sets forth the procedures to be used in connection with periodic requests for Buyers or Administrative Agent on behalf of Buyers to enter into Transactions with Seller. Seller hereby acknowledges thatFor the avoidance of doubt, beyond Transactions attributed to the Maximum Committed Purchase Price, Administrative Agent on behalf of Buyers is under Amount shall solely be attributed to the Committed Buyer and Alpine shall have no obligation to agree commitment hereunder to enter into, or to enter into, any Transaction pursuant to this Agreement; provided that once Administrative Agent for the benefit into Transactions. Any Transactions entered into in excess of Buyers and Seller enter into a Transaction with respect to one or more Transaction Mortgage Loans or Contributed REO Properties that would in the aggregate exceed the Maximum Committed Purchase Price, Administrative Agent Amount shall not require Seller to repurchase any such Transaction Mortgage Loans or Contributed REO Properties unless such repurchase is otherwise permitted by the terms of this Agreementbe entered into solely on an uncommitted basis. All Transaction LEGAL02/40320403v10 Purchased Mortgage Loans shall exceed or meet the Underwriting requirements set forth in the Asset Guidelines, and shall be serviced by Seller or Servicer, as applicable. The aggregate Purchase Price sum of the Purchased Assets (adjusted for any Purchase Price Increases or reductions in Aggregate Purchase Price-Base, as applicable) subject to outstanding Transactions the Aggregate Purchase Price-Incremental 1 and the Aggregate Purchase Price-Incremental 2 shall not exceed the Maximum Aggregate Purchase Price.
b. Seller shall request that Administrative Agent enter into a Transaction with . With respect to Transaction Mortgage Loans by delivering (i) to Administrative Agent, a Transaction Request (A) one (1) Business Day prior to the proposed Purchase Date for Mortgage Loans that are not Wet‑Ink Mortgage Loans or (B) by 3:30 p.m. (New York City time) on the proposed Purchase Date for Wet‑Ink Mortgage Loans and (ii) to Administrative Agent and Custodian an Asset Schedule in accordance with the Custodial Agreement and (iii) to Administrative Agent, with respect to Wet-Ink Mortgage Loans and Correspondent Mortgage Loanseach Designated Asset, the Wire Instruction Data in accordance with Purchase Price-Incremental 2 shall not be drawn upon until such time that the Custodial Agreement. In the event the Asset Schedule provided by Seller contains erroneous computer data, is not formatted properly or the computer fields are otherwise improperly aligned, Administrative Agent shall provide written or electronic notice to Seller describing such error Purchase Price Base and Seller shall correct the computer data, reformat or properly align the computer fields itself and resubmit the Asset Schedule as required hereinPurchase Price-Incremental 1 have been fully drawn.
Appears in 1 contract
Program; Initiation of Transactions. a. On the initial Purchase Date, Administrative Agent on behalf of Buyers purchased the REO Subsidiary Interests. From time to time, Seller may request, and Administrative Agent (for the benefit of Buyers (iBuyers) will facilitate the purchase by Buyers from Seller of Sellers certain Transaction Mortgage Loans that have been either originated by Seller or purchased by Seller from other originators and (ii) may fund additional Purchase Price Increases in connection with the conveyance of Contributed REO Properties to the REO Subsidiary and the corresponding increases of the Purchase Price on account of the REO Subsidiary Interestsoriginators. This Agreement is a commitment by Committed Buyer to enter into Transactions with Seller up to an aggregate amount equal to the Maximum Committed Purchase Price. This Agreement is not a commitment by Administrative Agent on behalf of Buyers to enter into Transactions with Seller for amounts exceeding the Maximum Committed Purchase Price, but rather, sets forth the procedures to be used in connection with periodic requests for Administrative Agent on behalf of Buyers to enter into Transactions with SellerSellers. Each Seller hereby acknowledges that, beyond the Maximum Committed Purchase Price, Administrative Agent on behalf of Buyers is under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this Agreement; provided that once Administrative Agent for the benefit on behalf of Buyers and Seller enter into a Transaction with respect to one or more Transaction Purchased Mortgage Loans or Contributed REO Properties that would in the aggregate exceed the Maximum Committed Purchase Price, Administrative Agent on behalf of Buyers shall not require Seller to repurchase any such Transaction Purchased Mortgage Loans or Contributed REO Properties unless such repurchase is otherwise permitted by the terms of this Agreement. All Transaction Purchased Mortgage Loans shall exceed or meet the Underwriting Guidelines, and shall be serviced by Seller or Servicer, as applicable. The aggregate Purchase Price of the Purchased Assets (adjusted for any Purchase Price Increases or reductions in Purchase Price, as applicable) Mortgage Loans subject to outstanding Transactions shall not exceed the Maximum Aggregate Purchase Price.
b. Seller shall request that Administrative Agent enter into a Transaction with respect to Transaction Mortgage Loans by delivering (i) to Administrative Agent, a Transaction Request (A) one (1) Business Day prior to the proposed Purchase Date for Mortgage Loans that are not Wet‑Ink Mortgage Loans or (B) by 3:30 p.m. (New York City time) on the proposed Purchase Date for Wet‑Ink Mortgage Loans and (ii) to Administrative Agent and Custodian an Asset a Mortgage Loan Schedule in accordance with the Custodial and Disbursement Agreement and (iii) to Administrative Agent and Disbursement Agent, with respect to Wet-Ink Mortgage Loans and Correspondent Mortgage Loans, the Wire Instruction Data in accordance with the Custodial and Disbursement Agreement. In the event the Asset Mortgage Loan Schedule provided by Seller contains erroneous computer data, is not formatted properly or the computer fields are otherwise improperly aligned, Administrative Agent shall provide written or electronic notice to Seller describing such error and Seller shall correct the computer data, reformat or properly align the computer fields itself and resubmit the Asset Mortgage Loan Schedule as required herein.
c. [Reserved.]
d. [Reserved.]
e. Upon the satisfaction of the applicable conditions precedent set forth in Section 10 hereof, all of Seller’s interest in the Repurchase Assets shall pass to Administrative Agent on behalf of Buyers on the Purchase Date, against the transfer of the Purchase Price to Seller. Upon transfer of the Mortgage Loans to Administrative Agent on behalf of Buyers as set forth in this Section and until termination of any related Transactions as set forth in Sections 4 or 16 of this Agreement, ownership of each Mortgage Loan, including each document in the related Mortgage File and Records, is vested in Buyers. For the avoidance of doubt, the parties acknowledge and agree that the Purchased Mortgage Loans shall be held by the Administrative Agent; provided that, prior to the recordation by the Custodian as provided for in the Custodial and Disbursement Agreement record title in the name of Seller to each Mortgage shall be retained by Seller in trust, for the benefit of Buyers, for the sole purpose of facilitating the servicing and the supervision of the servicing of the Mortgage Loans.
f. With respect to each Wet‑Ink Mortgage Loan, (i) Seller shall wire the Haircut Amount to the Operating Account in accordance with the Custodial and Disbursement Agreement and (ii) by no later than the Wet‑Ink Delivery Date, Seller shall cause the related Settlement Agent to deliver to the Custodian the remaining documents in the Mortgage File, as more particularly set forth in the Custodial and Disbursement Agreement.
Appears in 1 contract
Samples: Master Repurchase Agreement (Walter Investment Management Corp)
Program; Initiation of Transactions. a. On the initial Purchase Date, Administrative Agent on behalf of Buyers purchased the REO Subsidiary Interests. From time to time, Seller may request, and Administrative Agent (for the benefit of Buyers (iBuyers) will facilitate the purchase by Buyers from Seller of certain Transaction Mortgage Loans that have either been either originated by Seller or purchased by Seller from other originators and (ii) may fund additional Purchase Price Increases in connection with the conveyance of Contributed REO Properties to the REO Subsidiary and the corresponding increases of the Purchase Price on account of the REO Subsidiary Interestsa Correspondent Seller. This Agreement is a commitment by Administrative Agent on behalf of the Committed Buyer Buyers to enter into Transactions with respect to Mortgage Loans with Seller up to for an aggregate amount equal to the Maximum Regular Way Committed Purchase Price. This Agreement is not a commitment by Administrative Agent on behalf of Buyers to enter into Transactions with respect to Mortgage Loans with Seller for amounts exceeding the Maximum Regular Way Committed Purchase Price, but rather, sets forth the procedures to be used in connection with periodic requests for Administrative Agent on behalf of Buyers to enter into Transactions with Seller. Seller hereby acknowledges that, beyond the Maximum Regular Way Committed Purchase Price, Administrative Agent on behalf of Buyers is under no obligation to agree to enter into, or to enter into, any Transaction with respect to Mortgage Loans pursuant to this Agreement; provided that once Administrative Agent for the benefit of Buyers and Seller enter into a Transaction with respect to one or more Transaction Mortgage Loans or Contributed REO Properties that would in the aggregate exceed the Maximum Committed Purchase Price, Administrative Agent shall not require Seller to repurchase any such Transaction Mortgage Loans or Contributed REO Properties unless such repurchase is otherwise permitted by the terms of this Agreement. All Transaction Purchased Mortgage Loans shall exceed or meet the Underwriting Guidelines, Guidelines and shall be serviced by Seller or Servicer, as applicable. The aggregate Purchase Price sum of (i) the Purchased Assets (adjusted for any Purchase Price Increases or reductions in Aggregate Purchase Price-Base, as applicable(ii) the Aggregate Purchase Price-Incremental 1 plus (iii) the Aggregate Purchase Price-Incremental 2 (solely for Non-Participated Purchase Price-Incremental 2) shall not exceed the Maximum Regular Way Purchase Price. The Aggregate Purchase Price-Incremental 1 of Purchased Mortgage Loans subject to outstanding Transactions shall not exceed the Maximum Aggregate Purchase Price-Incremental 1. The Aggregate Purchase Price-Incremental 2 of Purchased Mortgage Loans subject to outstanding Transactions shall not exceed the Maximum Aggregate Purchase Price-Incremental 2.
b. With respect to each Transaction involving Mortgage Loans which are not Wet-Ink Mortgage Loans, Seller shall request that give Administrative Agent enter into a Transaction with respect and Custodian prior notice of any proposed Purchase Date on or prior to Transaction Mortgage Loans by delivering 11:00 a.m. (iNew York City time) to Administrative Agent, a Transaction Request two (A) one (12) Business Day Days’ prior to the Purchase Date (the date on which such notice is given, the “Notice Date”); provided, that if Seller is delivering 251 or more Mortgage Loans, which are not Wet-Ink Mortgage Loans, on a Purchase Date, Seller shall give Administrative Agent and Custodian prior notice of any proposed Purchase Date for on or prior to 11:30 a.m. (New York City time) three (3) Business Days’ prior to the Purchase Date. With respect to Wet-Ink Mortgage Loans that are not Wet‑Ink Mortgage Loans Loans, Seller shall deliver notice of any proposed purchase on or (B) by 3:30 p.m. before 11:30 a.m. (New York City time) on the proposed Purchase Date for Wet‑Ink Mortgage Loans and Date. On the Notice Date, Seller shall (i) request that Buyers enter into a Transaction by furnishing to Administrative Agent a Transaction Request, (ii) deliver to Administrative Agent and Custodian an Asset a Mortgage Loan Schedule in accordance with the Custodial Agreement and (iii) deliver to Custodian, or Administrative Agent, with respect to each Wet-Ink Mortgage Loans Loan, either a Request for Certification and Correspondent each Mortgage LoansFile or Wet-Ink Documents for each Wet-Ink Mortgage Loan, the Wire Instruction Data as applicable, in accordance with Section 10.b(3) hereof. With respect to requested Transactions that would cause the Custodial Agreementaggregate outstanding Purchase Price for all outstanding Transactions to exceed the Maximum Regular Way Committed Purchase Price, Administrative Agent may enter into such requested Transaction or may notify Seller of its intention not to enter into such Transaction. In the event the Asset Mortgage Loan Schedule provided by Seller contains erroneous computer data, is not formatted properly or the computer fields are otherwise improperly aligned, Administrative Agent shall provide written or electronic notice to Seller describing such error and Seller shall may either (a) give Administrative Agent written or electronic authority to correct the computer data, reformat the Mortgage Loans or properly align the computer fields or (b) correct the computer data, reformat or properly align the computer fields itself and resubmit the Asset Mortgage Loan Schedule as required herein. In the event that Seller gives Administrative Agent authority to correct the computer data, reformat the Mortgage Loan Schedule or properly align the computer fields, Seller shall hold Administrative Agent harmless for such correction, reformatting or realigning, as applicable, except as otherwise expressly provided herein.
c. Upon the satisfaction of the applicable conditions precedent set forth in Section 10 hereof, all of Seller’s interest in the Repurchase Assets shall pass to Administrative Agent on behalf of Buyers on the Purchase Date, against the transfer of the Purchase Price to Seller. Upon transfer of the Mortgage Loans to Administrative Agent on behalf of Buyers as set forth in this Section and until termination of any related Transactions as set forth in Sections 4 or 16 of this Agreement, beneficial ownership of each Mortgage Loan, including each document in the related Mortgage File and Records, is vested in Administrative Agent on behalf of Buyers; provided that, prior to the recordation by Custodian as provided for in the Custodial Agreement record title in the name of Seller to each Mortgage shall be retained by Seller for the benefit of Administrative Agent, for the sole purpose of facilitating the servicing and the supervision of the servicing of the Mortgage Loans. For the avoidance of doubt, the parties acknowledge and agree that the Purchased Mortgage Loans shall be held by the Administrative Agent for the benefit of Buyers.
d. With respect to each Wet-Ink Mortgage Loan, by no later than 12:00 noon, (New York City time) on the seventh Business Day following the applicable Purchase Date, Seller shall cause the related Settlement Agent to deliver to Custodian the remaining documents in the Mortgage File.
e. Agent shall act as agent solely with respect to performance of the following duties, in each case, on behalf of Buyers to the extent contemplated by Section 14.hh: (i) receiving from HUD and VA all amounts with respect to all Purchased Mortgage Loans, (ii) maintaining the GNMA Account, (iii) taking such actions as Agent deems appropriate to administer the GNMA Account, and (iv) acting as mortgagee of record with respect to each Submitted GNMA EBO and Aged 360 GNMA EBO pursuant to Section 14.hh hereof. The Agent shall have no duties or responsibilities except those expressly set forth in this Section 3.g.
f. With respect to any eMortgage Loan, Seller shall deliver to Custodian each of Administrative Agent’s and Seller’s MERS Org IDs, and shall cause (i) the Authoritative Copy of the related eNote to be delivered to the eVault via a secure electronic file, (ii) the Controller status of the related eNote to be transferred to Administrative Agent, (iii) the Location status of the related eNote to be transferred to Custodian, (iv) the Delegatee status of the related eNote to be transferred to Custodian, in each case using MERS eDelivery and the MERS eRegistry (v) the Master Servicer Field status of the related eNote to be transferred to Seller and (vi) the Subservicer Field status of the related eNote to be blank (collectively, the “eNote Delivery Requirements”).
g. With respect to each Designated Mortgage Loan, the Seller shall fully draw upon the Purchase Price-Base, the Maximum Purchase Price-Incremental 1 and the Minimum Purchase Price-Incremental 2 and may from time to time request additional Purchase Price-Incremental 2 in an amount not to exceed the Maximum Purchase Price-Incremental 2. For the avoidance of doubt, (i) the Purchase Price-Incremental 1 shall not be drawn upon until such time that the Purchase Price-Base has been fully drawn and (ii) the Purchase Price-Incremental 2 shall not be drawn upon until such time that the Maximum Purchase Price-Incremental 1 has been fully drawn.
Appears in 1 contract
Samples: Master Repurchase Agreement (PennyMac Financial Services, Inc.)
Program; Initiation of Transactions. a. On the initial Purchase Date, Administrative Agent on behalf of Buyers purchased the REO Subsidiary Interests. From time to time, Seller Conduit Buyers may requestin their sole discretion, and if Conduit Buyers in any Buying Group shall decline to purchase, the related Committed Buyers shall, direct the related Group Agent, which shall direct the Administrative Agent for the benefit of Buyers (i) will facilitate the to purchase by Buyers from Seller of Sellers certain Transaction Mortgage Loans that have been either originated by Seller Sellers or purchased by Seller Sellers from other originators and (ii) may fund additional Purchase Price Increases in connection with the conveyance of Contributed REO Properties originators, subject to the REO Subsidiary terms and the corresponding increases of the Purchase Price on account of the REO Subsidiary Interestsconditions hereof. This Agreement is a commitment by each Committed Buyer to direct their applicable Group Agent to direct the Administrative Agent to enter into Transactions with Seller up to the Sellers for an aggregate amount equal to such Committed Buyer’s Commitment, subject to the Maximum Committed Purchase Priceterms and conditions hereof. This Agreement is not neither a commitment by Conduit Buyers to direct their applicable Group Agent to direct the Administrative Agent on behalf of Buyers to enter into Transactions with Seller the Sellers nor a commitment by any Committed Buyer to direct their applicable Group Agent to direct the Administrative Agent to enter into Transactions with the Sellers for amounts exceeding the Maximum such Committed Purchase PriceBuyer’s Commitment, but rather, rather sets forth the procedures to be used in connection with periodic requests for Administrative Agent on behalf for the benefit of Buyers to enter into Transactions with Sellerthe Sellers. Each Seller hereby acknowledges that, beyond the Maximum Committed Purchase Price, Buyers are not under any obligation to direct their applicable Group Agent to direct the Administrative Agent on behalf of Buyers is under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this Agreement; provided . Furthermore, each Committed Buyer’s commitment to enter into any Transactions shall be several from the obligations of any other Committed Buyer so that once Administrative Agent no Committed Buyer shall be responsible for the benefit failure of Buyers and Seller enter into a Transaction with respect any other Committed Buyer to one or more Transaction Mortgage Loans or Contributed REO Properties that would in the aggregate exceed the Maximum Committed Purchase Price, Administrative Agent shall not require Seller to repurchase any such Transaction Mortgage Loans or Contributed REO Properties unless such repurchase is otherwise permitted by the terms of this Agreementhonor its funding obligations hereunder. All Transaction Purchased Mortgage Loans shall exceed or meet the Underwriting Guidelines, and shall be serviced by Seller or Servicer, as applicable. The aggregate Purchase Price of the Purchased Assets (adjusted for any Purchase Price Increases or reductions in Purchase Price, as applicable) Mortgage Loans subject to outstanding Transactions shall not exceed the Maximum Aggregate Purchase Price. Administrative Agent for the benefit of Buyers shall only be required to enter into Transactions in which the Purchase Price with respect thereto is at least $25,000,000.
b. Seller With respect to each Transaction involving Mortgage Loans which are not Wet-Ink Mortgage Loans, Sellers shall request that give Group Agents, Administrative Agent enter into a Transaction with respect to Transaction Mortgage Loans and Custodian prior notice by delivering no later than 11:00 a.m. (iNew York City time) to Administrative Agent, a Transaction Request at least two (A) one (12) Business Day Days prior to the any proposed Purchase Date for (the date on which such notice is given, the “Notice Date”); provided, that the requested Purchase Price must be an aggregate amount of at least $25 million. With respect to Wet-Ink Mortgage Loans that are not Wet‑Ink Mortgage Loans Loans, Sellers shall deliver notice of any proposed purchase on or (B) by 3:30 p.m. before 12:00 noon (New York City time) on the proposed Purchase Date Date. On the Notice Date, Sellers shall (i) request that the Administrative Agent for Wet‑Ink Mortgage Loans and the benefit of Buyers enter into a Transaction by furnishing to Administrative Agent a Transaction Request, (ii) deliver to Administrative Agent, each Group Agent and Custodian an Asset a Mortgage Loan Schedule and (iii) deliver to Custodian, or the Administrative Agent, either a Request for Certification and each Mortgage File or Wet-Ink Documents for each Wet-Ink Mortgage Loan, as applicable, in accordance with Section 10(b)(3) hereof. Following receipt of such request, Administrative Agent for the benefit of Buyers may enter into such requested Transaction or may notify Sellers of its intention not to enter into such Transaction in accordance with the Custodial Agreement and (iii) to Administrative Agent, with respect to Wet-Ink Mortgage Loans and Correspondent Mortgage Loans, the Wire Instruction Data conditions precedent set forth in accordance with the Custodial AgreementSection 10 hereof. In the event the Asset Mortgage Loan Schedule provided by a Seller contains erroneous computer data, is not formatted properly or the computer fields are otherwise improperly aligned, Administrative Agent shall provide written or electronic notice to Seller Sellers describing such error and Seller Sellers shall correct the computer data, reformat or properly align the computer fields itself and resubmit the Asset Mortgage Loan Schedule as required herein. Each Transaction Request shall be irrevocable and binding on the applicable Seller, and the Sellers shall indemnify the Administrative Agent, Group Agents and Buyers against any loss or expense incurred by the Administrative Agent, Group Agents or Buyers, either directly or indirectly, as a result of any failure by the applicable Seller to complete such Transaction, including, without limitation, any actual loss or expense incurred by the Administrative Agent, Group Agents or the Buyers, either directly or indirectly, by reason of the liquidation or reemployment of funds acquired by the Administrative Agent or Group Agents (including, without limitation, funds obtained by Buyers by issuing Commercial Paper or promissory notes, obtaining deposits as loans from third parties and reemployment of funds) for the Buyers to fund such Transaction. The funding of each Transaction shall be made ratably among the Buying Groups in accordance with their Buying Group Limits.
c. Upon the satisfaction of the applicable conditions precedent set forth in Section 10 hereof, each Group Agent shall select a Buyer or Buyers in its Buying Group to fund such Transaction and such Group Agent, in its sole discretion, may allocate the portion of the Transaction to be funded by its Buying Group among one or more Buyers in its Buying Group. All of Sellers’ interest in the Repurchase Assets shall pass to the Administrative Agent for the benefit of the Buyers on the Purchase Date, against the transfer of the Purchase Price to Sellers. The portion of each Transaction funded by a Conduit Buyer shall be in such Conduit Buyer’s sole and absolute discretion, and any portion of such Transaction not funded by the Conduit Buyer of a Buying Group will be funded by the Committed Buyers of such Buying Group. On each Purchase Date, the Administrative Agent for the benefit of Buyers shall record on its books and records each Buying Group’s pro rata share of the Purchase Price paid to the applicable Seller with respect to each Transaction, which records shall be conclusive evidence of the Purchase Price paid to the applicable Seller with respect to such amounts, absent manifest error. Upon transfer of the Mortgage Loans to the Administrative Agent for the benefit of Buyers as set forth in this Section and until termination of any related Transactions as set forth in Sections 4 or 16 of this Agreement, ownership of each Mortgage Loan, including each document in the related Mortgage File and Records, is vested in the Administrative Agent for the benefit of the Buyers; provided that, prior to the recordation by the Custodian as provided for in the Custodial Agreement record title in the name of the applicable Seller to each Mortgage shall be retained by the Sellers in trust, for the benefit of the Administrative Agent for the benefit of Buyers, for the sole purpose of facilitating the servicing and the supervision of the servicing of the Mortgage Loans.
d. With respect to each Wet-Ink Mortgage Loan, by no later than 12:00 noon, (New York City time) on the fifth Business Day following the applicable Purchase Date, Sellers shall cause the related Settlement Agent to deliver to the Custodian the remaining documents in the Mortgage File.
e. At the request of the Sellers made no later than forty-five (45) days prior to, but no earlier than sixty (60) days prior to, the Termination Date of this Agreement, each Group Agent may, on behalf of the Committed Buyers in its Buying Group, in its sole discretion extend the Termination Date for a period of 364 additional days or such other period to be determined by each Group Agent in its sole discretion by giving written notice of such extension to the Sellers. Any failure by a Group Agent to deliver such notice of extension shall be deemed to be such Group Agent’s determination not to extend the then current Termination Date.
f. Notwithstanding that multiple Buyers are purchasing Purchase Price Shares of the Transactions entered into under the Repurchase Agreement, all Transactions shall be deemed a single Transaction and all of the Repurchase Assets shall be security for all of the Obligations thereunder.
Appears in 1 contract
Samples: Master Repurchase Agreement (Fieldstone Investment Corp)
Program; Initiation of Transactions. LEGAL02/37648106v16
a. On the initial Purchase Date, Administrative Agent on behalf of Buyers purchased the REO Subsidiary Interests. From time to time, Seller may request, and Administrative Agent for the benefit of Buyers Barclays and CS Buyers, with respect to their Pro Rata Portion, (i) will facilitate the purchase by Buyers from Seller of certain GNMA HMBS or any Transaction Mortgage Loans that have been either originated by Seller or purchased by Seller from other originators and (ii) may fund additional Purchase Price Increases in connection with the conveyance of Contributed REO Properties to the an REO Subsidiary and the corresponding increases of the Purchase Price on account of the REO Subsidiary Interests. This Agreement is a commitment by Committed Buyer Buyers to enter into Transactions with Seller with respect to their Pro Rata Portions up to an aggregate amount equal to the Maximum Committed Available Purchase Price. This Agreement is not a commitment by Administrative Agent on behalf of Buyers to enter into Transactions with Seller for amounts exceeding the Maximum Committed Available Purchase Price, but rather, sets forth the procedures to be used in connection with periodic requests for Administrative Agent on behalf of Buyers to enter into Transactions with Seller. Seller hereby acknowledges that, beyond the Maximum Committed Available Purchase Price, Administrative Agent on behalf of Buyers is under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this Agreement; provided that once Administrative Agent for the benefit of Buyers and Seller enter into a Transaction with respect to one or more Transaction Mortgage Loans Loans, GNMA HMBS or Contributed REO Properties that would in the aggregate exceed the Maximum Committed Purchase PriceProperties, Administrative Agent shall not require Seller to repurchase any such Transaction Mortgage Loans Loans, GNMA HMBS or Contributed REO Properties unless such repurchase is otherwise permitted by the terms of this Agreement. All Transaction Mortgage Loans shall exceed or meet the Underwriting Guidelines, and shall be serviced by Seller or Servicer, as applicable. The aggregate Purchase Price of the Purchased Assets (adjusted for any Purchase Price Increases or reductions in Purchase Price, as applicable) subject to outstanding Transactions shall not exceed the Maximum Aggregate Available Purchase Price.
b. Seller shall request that Administrative Agent enter into a Transaction with respect to Transaction Mortgage Loans by delivering (i) to Administrative Agent, a Transaction Request (A) one (1) Business Day prior to the proposed Purchase Date for Mortgage Loans that are not Wet‑Ink Mortgage Loans or (B) by 3:30 p.m. (New York City time) on the proposed Purchase Date for Wet‑Ink Mortgage Loans and (ii) to Administrative Agent and Custodian an Asset Schedule in accordance with the Custodial Agreement and (iii) to Administrative Agent, with respect to Wet-Ink Mortgage Loans and Correspondent Mortgage Loans, the Wire Instruction Data in accordance with the Custodial Agreement. In the event the Asset Schedule provided by Seller contains erroneous computer data, is not formatted properly or the computer fields are otherwise improperly aligned, Administrative Agent shall provide written or electronic notice to Seller describing such error and Seller shall correct the computer data, reformat or properly align the computer fields itself and resubmit the Asset Schedule as required herein.
c. Seller shall request that Administrative Agent enter into a Transaction with respect to GNMA HMBS by delivering to Administrative Agent, a Transaction Request at least one (1) Business Day prior to the proposed Purchase Date, which such Transaction Request shall include a description of the GNMA HMBS subject to such Transaction, including the applicable CUSIP, principal balance, and coupon rate.
d. Upon satisfaction of the applicable conditions precedent set forth in Section 10 hereof, if Barclays fails to provide its Pro Rata Portion of the related Purchase Price or Purchase Price Increase to Administrative Agent for disbursement when due hereunder and pursuant to the terms of the Administration Agreement, then CS Buyers may, in their sole and absolute discretion, elect to provide such funds to Seller (such funding, an “Intraday Funding”). If CS Buyers elect to LEGAL02/37648106v16 make an Intraday Funding, (i) the respective Pro Rata Portions of CS Buyers and Barclays shall be automatically adjusted such that the CS Buyer’s Pro Rata Portion reflects such Intraday Funding and (ii) Barclays shall have the obligation to remit funds in an amount equal to such Intraday Funding by no later than the end of the same Business Day as such Intraday Funding to Administrative Agent for the benefit of CS Buyers as more particularly set forth in the Administration Agreement, at which time the respective Pro Rata Portions shall be adjusted to account for such payment. Without limiting the generality of the foregoing, in the event CS Buyers elect not to make Intraday Fundings, in their sole discretion, they shall promptly notify Barclays and the Seller (such day, the “Stop Funding Notice Date”). In such instance, Barclays shall provide its Pro Rata Portion of the related Purchase Price or Purchase Price Increase to Administrative Agent for disbursement (i) with respect to a Transaction Request received on or prior to 1:00 p.m. (New York City time) on the Stop Funding Notice Date, prior to close of business on the Stop Funding Notice Date, (ii) with respect to a Transaction Request received after 1:00 p.m. (New York City time) on the Stop Funding Notice Date, prior to close of business on the following Business Day and (ii) with respect to any Transaction Request delivered on any day following the Stop Funding Notice Date, in accordance with the Agreement. Notwithstanding anything herein to the contrary, any Intraday Funding by CS Buyers shall not be deemed a commitment by CS Buyers, nor shall any prior course of dealing obligate CS Buyers, to make any future Intraday Funding, it being understood that such Intraday Funding is discretionary.
e. Upon the satisfaction of the applicable conditions precedent set forth in Section 10 hereof, all of Seller’s interest in the applicable Purchased Assets shall pass to, and/or be pledged to, Administrative Agent for the benefit of Buyers on the Purchase Date, against the transfer of the Purchase Price for such Purchased Assets to Seller. Upon transfer of the Purchased Assets to Administrative Agent on behalf of Buyers as set forth in this Section and until termination of any related Transactions or the release of Contributed REO Property as set forth in Sections 4 or 16 of this Agreement, ownership of each Purchased Asset, including beneficial ownership interest in the related Contributed REO Property and each document in the related Asset File and Records, is vested in the Administrative Agent for the benefit of Buyers; provided that, prior to the recordation by the Custodian as provided for in the Custodial Agreement, record title in the name of Seller to each Transaction Mortgage Loan shall be retained by Seller in trust and as Nominee, for the Administrative Agent for the benefit of Buyers, for the sole purpose of facilitating the servicing and the supervision of the servicing of the Transaction Mortgage Loans.
Appears in 1 contract
Program; Initiation of Transactions. a. On the initial Purchase Date, Administrative Agent on behalf of Buyers purchased Buyer will purchase the REO Subsidiary Interests. From time to time, Seller may request, and Administrative Agent for the benefit of Buyers (i) will facilitate the purchase by Buyers Trust Interests from Seller of certain Transaction Mortgage Loans that have been either originated by Seller or purchased by Seller from other originators and (ii) may fund additional Purchase Price Increases in connection with the conveyance of Contributed REO Properties to the REO Subsidiary and the corresponding increases of the Purchase Price on account of the REO Subsidiary InterestsSeller. This Agreement is a commitment by Committed Buyer to enter into Transactions and Purchase Price Increases with Seller up to for an aggregate amount equal up to the Maximum Committed Aggregate Purchase Price. This Agreement is not a commitment by Administrative Agent on behalf of Buyers Buyer to enter into Transactions or Purchase Price Increases with Seller for amounts exceeding the Maximum Committed Aggregate Purchase Price, but rather, sets forth the procedures to be used in connection with periodic requests for Administrative Agent on behalf of Buyers Buyer to enter into such Transactions or Purchase Price Increases with Seller. Seller hereby acknowledges that, beyond the Maximum Committed Purchase Price, Administrative Agent on behalf of Buyers that Buyer is under no obligation to agree to enter into, or to enter into, any Transaction or Purchase Price Increase pursuant to this Agreement; provided that once Administrative Agent for Agreement to the benefit of Buyers and Seller enter into a extent such Transaction with respect or Purchase Price Increase would cause the Purchase Price to one or more Transaction Mortgage Loans or Contributed REO Properties that would in the aggregate exceed the Maximum Committed Aggregate Purchase Price, Administrative Agent shall not require Seller to repurchase any such Transaction . All Trust Mortgage Loans or Contributed and REO Properties unless such repurchase is otherwise permitted by the terms of this Agreement. All Transaction Mortgage Loans shall exceed or meet the Underwriting Guidelines, and shall be serviced by Seller or Servicer, as applicableServicers and managed by the Asset Manager. The aggregate Purchase Price (including Purchase Price Increases) of the Purchased Assets (adjusted for any Purchase Price Increases or reductions in Purchase Price, as applicable) subject to outstanding Transactions shall not exceed the Maximum Aggregate Purchase Price.
b. Seller shall request that Administrative Agent Buyer enter into a Transaction with respect to Transaction Mortgage Loans or Purchase Price Increase by delivering (i) to Administrative AgentBuyer, a Transaction Request (Aor Purchase Price Increase Request, as applicable, the related Seller Provided Diligence Package, Current Property Value, including any related documentation prepared by the Approved Valuation Agent and delivered to Seller in connection with the calculation of the Current Property Value requested by Buyer and valuation date for each Trust Mortgage Loan or REO Property, as applicable, summary results of due diligence delivered in connection with Section 10(b)(1) one (1) Business Day prior of this Agreement and compliance diligence information, in each case in the format mutually agreed to the proposed Purchase Date for Mortgage Loans that are not Wet‑Ink Mortgage Loans by Buyer and Seller on or (B) by 3:30 p.m. before 10:00 a.m. (New York City time) on the proposed Purchase Date for Wet‑Ink Mortgage Loans and (ii) to Administrative Agent and Custodian an Asset Schedule in accordance with the Custodial Agreement and (iii) to Administrative Agent, with respect to Wet-Ink Mortgage Loans and Correspondent Mortgage Loans, the Wire Instruction Data in accordance with the Custodial AgreementRequired Funding Request Date. In the event the Asset Schedule provided by Seller contains erroneous computer data, is not formatted properly or the computer fields are otherwise improperly aligned, Administrative Agent Buyer shall provide written or electronic notice to Seller describing such error and Seller shall correct the computer data, reformat or properly align the computer fields itself and resubmit the Asset Schedule as required herein. Buyer shall review and advise Seller in writing of Buyer’s Market Value no later than the date that is five (5) Business Days prior to the proposed Purchase Date or Purchase Price Increase Date, as applicable. Upon Buyer and Seller’s mutual agreement of the Asset Value, Buyer and Seller shall enter into a Transaction or Purchase Price Increase, as applicable, within one (1) Business Day of such agreement as set forth in Section 3(e) hereto.
c. Upon transfer of the Trust Interests to Buyer as set forth herein and until termination of such Transaction as set forth herein, ownership of the Trust Interests is vested in the Buyer, and record title to each Trust Mortgage Loan and REO Property shall be retained by the Trust Subsidiary or the related TRS Facility Entity in accordance with the terms of the Seller Operating Agreement.
d. In no event shall Buyer have any obligation to fund any Transaction or Purchase Price Increase hereunder if it has not received notice within the time period required by this Section 3. The Buyer reserves the right, in its sole and exclusive discretion, to fund a Transaction or Purchase Price Increase without such required notice but the exercise of such right on one or more occasions shall not amend, impair or otherwise affect the absolute right of the Buyer to receive such notice in respect of any subsequent funding before the obligation of the Buyer to make such funding shall mature and become binding upon the Buyer.
e. Upon the satisfaction of the applicable conditions precedent set forth in Section 10 hereof, all of Seller’s interest in the Trust Interests shall pass to Buyer on the Purchase Date, against the transfer of the Purchase Price for the initial Trust Mortgage Loans and REO Properties to Seller. Upon transfer of (i) the Purchased Assets to Buyer, (ii) Trust Mortgage Loans to the Trust Subsidiary or (iii) REO Properties to the Trust Subsidiary or a TRS Facility Entity, in each case, as set forth in this Section and until termination of any related Transactions or the release of REO Properties or Trust Mortgage Loans as set forth in Sections 4 or 16 of this Agreement, ownership of each Purchased Asset, including beneficial ownership interest in each document in the related Asset File and Records, is vested in Buyer.
Appears in 1 contract
Samples: Master Repurchase Agreement (Starwood Waypoint Residential Trust)
Program; Initiation of Transactions. a. On the initial Purchase Date, Administrative Agent on behalf of Buyers purchased the REO Subsidiary Interests. From time to time, Seller may request, and Administrative Agent for the benefit of Buyers time (i) will facilitate up to an amount not to exceed the Maximum Committed Amount, and provided Seller has satisfied all of the conditions precedent set forth in Section 9(b) at all times any Mortgage Loans or Agency Securities, as applicable, are subject to Transactions, Buyer agrees to purchase by Buyers from Seller of (A) all right, title and interest in and to certain Transaction Mortgage Loans (including, without limitation, the Servicing Rights) that have been either originated by Seller or or, if approved by Buyer, purchased by Seller from other originators originators, which Mortgaged Loans shall also have met requirements set forth in the Addendum and for which the Seller has made the representations and warranties set forth on Schedule 1 hereto, and (B) all right, title and interest in and to certain Agency Securities, and (ii) may fund Buyer may, in the sole discretion of Buyer, purchase additional Purchased Assets from Seller up to the Maximum Uncommitted Amount, including, (A) all right, title and interest in and to certain Mortgage Loans (including, without limitation, the related Servicing Rights) that have been either originated by Seller or, if approved by Buyer, purchased by Seller from other Qualified Originators and (B) all right, title and interest in and to certain Agency Securities; provided, however that Buyer shall not have any obligation to enter into any Transaction with Seller that will cause the Aggregate Purchase Price Increases in connection with of Purchased Assets then subject to Transactions hereunder to exceed the conveyance of Contributed REO Properties to the REO Subsidiary and the corresponding increases of the Maximum Aggregate Purchase Price or the aggregate type of Transactions outstanding at any one time to exceed the applicable limits set forth herein or in the Addendum. The Mortgage Loans shall be sold on account of the REO Subsidiary Interestsa servicing-released basis. This Agreement is a commitment by Committed Buyer to enter into Transactions with Seller up to for an aggregate amount equal up to the Maximum Committed Purchase PriceAmount; provided, that Buyer shall have no obligation to enter into Transactions in respect of the Maximum Uncommitted Amount (in whole or in part). This Except as otherwise provided in the preceding sentence, this Agreement is not a commitment by Administrative Agent on behalf of Buyers Buyer to enter into Transactions with Seller for amounts exceeding in respect of the Maximum Committed Purchase Price, Uncommitted Amount but rather, rather sets forth the procedures to be used in connection with periodic requests for Administrative Agent on behalf of Buyers Buyer to enter into Transactions with Seller. Seller hereby acknowledges that, beyond All Transactions hereunder shall be first deemed committed up to the Maximum Committed Purchase PriceAmount and then the remainder, Administrative Agent on behalf of Buyers is under no obligation if any, shall be deemed uncommitted up to agree to enter into, or to enter into, any Transaction pursuant to this Agreement; provided that once Administrative Agent for the benefit of Buyers and Seller enter into a Transaction with respect to one or more Transaction Mortgage Loans or Contributed REO Properties that would in the aggregate exceed the Maximum Committed Purchase Price, Administrative Agent shall not require Seller to repurchase any such Transaction Mortgage Loans or Contributed REO Properties unless such repurchase is otherwise permitted by the terms of this AgreementUncommitted Amount. All Transaction Purchased Mortgage Loans shall exceed or meet the Underwriting Guidelines, and shall be serviced by Seller or Servicer, as applicableServicer on the behalf of Buyer. The aggregate Aggregate Purchase Price of the Purchased Assets (adjusted for any Purchase Price Increases or reductions in Purchase Price, as applicable) subject to outstanding Transactions shall not exceed the Maximum Aggregate Purchase Price.
b. With respect to each Transaction, Seller shall request that Administrative Agent provide notice of a proposed sale and comply with the procedures set forth in the Manual. Following receipt of such request, Buyer may enter into a such requested Transaction with respect or may notify Seller of its intention not to enter into such Transaction Mortgage Loans by delivering for any reason; provided that, if (i) no Default or Event of Default has occurred and is continuing or is likely to Administrative Agent, a Transaction Request (A) one (1) Business Day prior to the proposed Purchase Date for Mortgage Loans that are not Wet‑Ink Mortgage Loans or (B) by 3:30 p.m. (New York City time) on the proposed Purchase Date for Wet‑Ink Mortgage Loans occur and (ii) to Administrative Agent and Custodian an Asset Schedule the applicable conditions precedent set forth in Section 9(b) have been satisfied, then Buyer agrees, in accordance with Section 3(a), from time to time during the Custodial term of this Agreement and (iii) to Administrative Agent, with respect to Wet-Ink purchase Mortgage Loans and Correspondent Mortgage Loans, Agency Securities the Wire Instruction Data in accordance with aggregate Purchase Price for which does not exceed the Custodial AgreementMaximum Committed Amount. In the event the Asset Mortgage Loan Schedule provided by Seller contains erroneous computer data, is not formatted properly or the computer fields are otherwise improperly aligned, Administrative Agent Buyer shall provide written or electronic notice to Seller describing such error and Seller shall may either (i) give Buyer written or electronic authority to correct the computer data, reformat the Mortgage Loans or properly align the computer fields or (ii) correct the computer data, reformat or properly align the computer fields itself and resubmit the Asset Mortgage Loan Schedule as required herein. In the event that the Seller gives Buyer authority to correct the computer data, reformat the Mortgage Loan Schedule or properly align the computer fields, the Seller shall pay an amount set forth in the fee schedule attached to the Manual and any other direct expenses incurred by Buyer; provided, that upon thirty (30) days’ prior written notice to the Seller, Buyer may change such computer correction fee. The Seller shall hold Buyer harmless for such correction, reformatting or realigning, as applicable, except as otherwise expressly provided herein. In the event that Seller requires the return of any Collateral Documents, upon its execution of a release pursuant to the terms of the Custodial Agreement, the Buyer may authorize the Custodian to deliver any Collateral Documents to the Seller for correction. The Seller shall be fully liable for any failure or delay in the return or handling of any documents delivered to the Seller in accordance with the terms of such release.
c. Upon the satisfaction of the applicable conditions precedent set forth in Section 9 hereof, all of Seller’s right, title and interest in the Purchased Assets shall pass to Buyer on the Purchase Date, against the transfer of the Purchase Price to Seller or through the transfer of the Purchase Price to an Authorized Funds Recipient. The Purchased Assets shall be sold by the Seller to the Buyer on a servicing-released basis. In the event that Seller requests that the Buyer remit by wire transfer an amount in excess of the Purchase Price in connection with the purchase of any Purchased Assets, such excess amount shall be remitted from the Seller’s Clearing Account to the Buyer, provided that such remittance does not leave the Seller’s Clearing Account with less than the Seller’s Clearing Account Threshold. Upon transfer of the Purchased Assets to Buyer as set forth in this Section 3 and until termination of any related Transactions as set forth in Sections 4 or 15 of this Agreement, ownership of each Purchased Asset, including each document in the related Mortgage File and Records, is vested in Buyer; provided that, prior to the recordation by the Custodian as provided for in the Custodial Agreement, record title in the name of Seller to each Purchased Mortgage Loan shall be retained by Seller in trust, for the benefit of Buyer, for the sole purpose of facilitating the servicing and the supervision of the servicing of the Purchased Mortgage Loans.
d. With respect to each Wet-Ink Mortgage Loan, by no later than 12:00 noon (New York City time) on the Wet-Ink Mortgage Loan Document Receipt Date following the applicable Purchase Date, Seller shall deliver or cause the related Authorized Funds Recipient to deliver to the Custodian the remaining documents in the Mortgage File.
Appears in 1 contract
Samples: Master Repurchase Agreement (Caliber Home Loans, Inc.)
Program; Initiation of Transactions. a. On the initial Purchase Date, Administrative Agent on behalf of Buyers purchased the REO Subsidiary Interests. From time to time, Seller may request, and Administrative Agent (for the benefit of Buyers (iBuyers) will facilitate the purchase by Buyers from Seller of certain Transaction Mortgage Loans that have been either originated by Seller or purchased by Seller from other originators and (ii) may fund additional Purchase Price Increases in connection with the conveyance of Contributed REO Properties to the REO Subsidiary and the corresponding increases of the Purchase Price on account of the REO Subsidiary Interestsoriginators. This Agreement is a commitment by Committed Buyer Buyers to enter into Transactions with Seller up with respect to an aggregate amount equal up to their respective Pro Rata Portions of the Maximum Committed Purchase Price. This Agreement is not a commitment by Administrative Agent on behalf of Buyers to enter into Transactions with Seller for amounts exceeding the Maximum Committed Purchase Price, but rather, sets forth the procedures to be used in connection with periodic requests for Administrative Agent on behalf of Buyers to enter into Transactions with Seller. Seller hereby acknowledges that, beyond the Maximum Committed Purchase Price, Administrative Agent on behalf of Buyers is under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this Agreement; provided that once Administrative Agent for the benefit of Buyers and Seller enter into a Transaction with respect to one or more Transaction Mortgage Loans or Contributed REO Properties that would in the aggregate exceed the Maximum Committed Purchase Price, Administrative Agent shall not require Seller to repurchase any such Transaction Mortgage Loans or Contributed REO Properties unless such repurchase is otherwise permitted by the terms of this Agreement. All Transaction Purchased Mortgage Loans shall exceed or meet the Underwriting Guidelines, and shall be serviced by Seller or Servicer, as applicable. The aggregate Purchase Price of the Purchased Assets (adjusted for any Purchase Price Increases or reductions in Purchase Price, as applicable) Mortgage Loans subject to outstanding Transactions shall not exceed the Maximum Aggregate Committed Purchase Price.
b. Seller shall request that Administrative Agent enter into a Transaction with respect to Transaction Mortgage Loans by delivering (i) to Administrative Agent, a Transaction Request Notice (A) for any Transaction to occur before 9:00 a.m. on a proposed Purchase Date, by 5:00 p.m. (New York City time) one (1) Business Day prior to the such proposed Purchase Date for Mortgage Loans that are not Wet‑Ink Mortgage Loans Date, or (B) for any proposed same-day Transaction, by 3:30 4:45 p.m. (New York City time) on the such proposed Purchase Date for Wet‑Ink Mortgage Loans and (ii) to Administrative Agent and Custodian an Asset a Mortgage Loan Schedule in accordance with the Custodial and Disbursement Agreement and (iii) to Administrative Agent and Disbursement Agent, with respect to Wet-Ink Mortgage Loans and Correspondent Mortgage Loans, the Wire Instruction Data in accordance with the Custodial and Disbursement Agreement. By submitting a Mortgage Loan Schedule, Seller hereby agrees that it shall be deemed to have made all of the representations and warranties set forth in the form of Transaction Notice. In the event the Asset Mortgage Loan Schedule provided by Seller contains erroneous computer data, is not formatted properly or the computer fields are otherwise improperly aligned, Administrative Agent shall provide written or electronic notice to Seller describing such error and Seller shall correct the computer data, reformat or properly align the computer fields itself and resubmit the Asset Mortgage Loan Schedule as required herein.
c. Notwithstanding the foregoing, Seller shall not be required to provide one (1) Business Day prior notice with respect to Transactions to occur on the Effective Date, provided however that a Mortgage Loan Schedule is delivered to Administrative Agent and Custodian in connection with such proposed Transactions in accordance with the Custodial and Disbursement Agreement.
d. Administrative Agent may, in its sole and absolute discretion, elect to fund any Pro Rata Portion of any Committed Buyer and provide such funds to Seller (such funding, an “Intraday Funding”) pursuant to the terms of the Administration Agreement.
e. Upon the satisfaction of the applicable conditions precedent set forth in Section 10 hereof, all of Seller’s interest in the Repurchase Assets shall pass to Administrative Agent on behalf of Buyers on the Purchase Date, against the transfer of the Purchase Price to Seller. Upon transfer of the Mortgage Loans to Administrative Agent on behalf of Buyers as set forth in this Section and until termination of any related Transactions as set forth in Sections 4 or 16 of this Agreement, ownership of each Mortgage Loan, including each document in the related Mortgage File and Records, is vested in Buyers. For the avoidance of doubt, the parties acknowledge and agree that the Purchased Mortgage Loans shall be held by the Custodian; provided that, prior to the recordation by the Custodian as provided for in the Custodial and Disbursement Agreement record title in the name of Seller to each Mortgage shall be retained by Seller in trust, for the benefit of Buyers, for the sole purpose of facilitating the servicing and the supervision of the servicing of the Mortgage Loans.
f. With respect to each Wet-Ink Mortgage Loan, (i) Seller shall wire the Haircut Amount to the Operating Account in accordance with the Custodial and Disbursement Agreement and (ii) by no later than the Wet-Ink Delivery Date, Seller shall cause the related Settlement Agent to deliver to the Custodian the remaining documents in the Mortgage File, as more particularly set forth in the Custodial and Disbursement Agreement.
Appears in 1 contract
Program; Initiation of Transactions. a. On the initial Purchase Date, Administrative Agent on behalf of Buyers purchased the REO Subsidiary Interests. From time to time, Seller may request, and Administrative Agent (for the benefit of Buyers (iBuyers) will facilitate the purchase by Buyers from either Seller of certain Transaction Mortgage Loans that have been either originated by either Seller or purchased by either Seller from other originators and (ii) may fund additional Purchase Price Increases in connection with the conveyance of Contributed REO Properties to the REO Subsidiary and the corresponding increases of the Purchase Price on account of the REO Subsidiary Interestsoriginators. This Agreement is a commitment by Administrative Agent on behalf of Committed Buyer to enter into Transactions with Seller up to Sellers for an aggregate amount equal to the Maximum Committed Purchase PricePrice on or before the Termination Date. This Agreement is not a commitment by Administrative Agent on behalf of Buyers to enter into Transactions with Seller Sellers for amounts exceeding the Maximum Committed Purchase Price, Price or after the Termination Date but rather, rather sets forth the procedures to be used in connection with periodic requests for Administrative Agent on behalf of Buyers to enter into Transactions with SellerSellers. Each Seller hereby acknowledges that, beyond the Maximum Committed Purchase PricePrice or after the Termination Date, Administrative Agent on behalf of Buyers is under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this Agreement; provided that once Administrative Agent for the benefit of Buyers and Seller enter into a Transaction with respect to one or more Transaction Mortgage Loans or Contributed REO Properties that would in the aggregate exceed the Maximum Committed Purchase Price, Administrative Agent shall not require Seller to repurchase any such Transaction Mortgage Loans or Contributed REO Properties unless such repurchase is otherwise permitted by the terms of this Agreement. All Transaction Purchased Mortgage Loans shall exceed or meet the applicable Underwriting Guidelines, and shall be serviced by Seller or Servicer, as applicable. The aggregate Purchase Price of the Purchased Assets (adjusted for any Purchase Price Increases or reductions in Purchase Price, as applicable) Mortgage Loans subject to outstanding Transactions shall not exceed the Maximum Aggregate Purchase Price.
b. With respect to each Transaction involving Mortgage Loans which are not Wet-Ink Mortgage Loans, the applicable Seller shall request that give Administrative Agent enter into a Transaction with respect to Transaction Mortgage Loans by delivering (i) to Administrative Agent, a Transaction Request (A) and Custodian at least one (1) Business Day Day’s prior to the notice of any proposed Purchase Date for (the date on which such notice is given, the “Notice Date”); provided, that if a Seller is delivering twenty-five (25) or fewer Mortgage Loans that Loans, which are not Wet‑Ink Wet-Ink Mortgage Loans Loans, on a Purchase Date, the notice shall be delivered on or before 10:30 a.m. (BNew York City time) by 3:30 on the Purchase Date. With respect to Wet-Ink Mortgage Loans, the applicable Seller shall deliver notice of any proposed purchase on or before 3:00 p.m. (New York City time) on the proposed Purchase Date for Wet‑Ink Mortgage Loans Date. On the Notice Date, the applicable Seller shall (i) request that Administrative Agent enter into a Transaction by furnishing to Administrative Agent a Transaction Request, and (ii) deliver to Administrative Agent and Custodian an Asset Schedule in accordance with the Custodial Agreement and (iii) to Administrative Agenta Mortgage Loan Schedule, with respect to Wet-Ink Mortgage Loans and Correspondent Mortgage Loans, the Wire Instruction Data in accordance with the Custodial Agreement. Following receipt of such request, Administrative Agent shall enter into such requested Transaction to the extent such Transaction would not exceed the Maximum Committed Purchase Price or such Transaction is after the Termination Date. To the extent such Transaction would exceed the Maximum Committed Purchase Price, Administrative Agent may enter into such Transaction in its sole discretion. In the event the Asset Mortgage Loan Schedule provided by the applicable Seller contains erroneous computer data, is not formatted properly or the computer fields are otherwise improperly aligned, Administrative Agent shall provide written or electronic notice to the applicable Seller describing such error and the applicable Seller shall correct the computer data, reformat or properly align the computer fields itself and resubmit the Asset Mortgage Loan Schedule as required herein.
Appears in 1 contract
Samples: Master Repurchase Agreement (Rocket Companies, Inc.)
Program; Initiation of Transactions. a. On the initial Purchase Date, Administrative Agent on behalf of Buyers The Buyer previously purchased the Trust Certificates, REO Subsidiary Interests. From time to time, Seller may request, and Administrative Agent for the benefit of Buyers (i) will facilitate the purchase by Buyers from Seller of certain Transaction Mortgage Loans that have been either originated by Seller or purchased by Seller from other originators and (ii) may fund additional Purchase Price Increases in connection with the conveyance of Contributed REO Properties to the REO Subsidiary Certificates and the corresponding increases of SFR Certificates from the Purchase Price on account of the REO Subsidiary Interests. This Agreement is a commitment by Committed Buyer to enter into Transactions with Seller up to an aggregate amount equal to the Maximum Committed Purchase Priceapplicable Sellers. This Agreement is not a commitment by Administrative Agent on behalf of Buyers Buyer to enter into Transactions or Purchase Price Increases with Seller for amounts exceeding the Maximum Committed Purchase Priceany Seller, but rather, sets forth the procedures to be used in connection with periodic requests for Administrative Agent on behalf of Buyers Buyer to enter into such Transactions or Purchase Price Increases with SellerSellers. Seller Sellers hereby acknowledges that, beyond the Maximum Committed Purchase Price, Administrative Agent on behalf of Buyers that Buyer is under no obligation to agree to enter into, or to enter into, any Transaction or Purchase Price Increase pursuant to this Agreement; provided that once Administrative Agent for the benefit of Buyers and Seller enter into a Transaction with respect to one or more Transaction . All Contributed Mortgage Loans or Contributed REO Properties that would in the aggregate exceed the Maximum Committed Purchase Price, Administrative Agent shall not require Seller to repurchase any such Transaction Mortgage Loans or Contributed REO Properties unless such repurchase is otherwise permitted by the terms of this Agreement. All Transaction Mortgage Loans shall exceed or meet the Underwriting Guidelines, and shall be serviced by Seller or Servicer, as applicableServicers. All Contributed Rental Properties and Contributed REO Properties shall be managed by the Property Manager. The aggregate Purchase Price (including Purchase Price Increases) of the Purchased Assets (adjusted for any Purchase Price Increases or reductions in Purchase Price, as applicable) subject to outstanding Transactions shall not exceed the Maximum Aggregate Available Purchase Price.
b. Any Seller shall request that Administrative Agent Buyer enter into a Transaction with respect to Transaction Mortgage Loans or Purchase Price Increase by delivering (i) to Administrative AgentBuyer, a Transaction Request (ARequest, BPO valuation and valuation date for each Eligible Mortgage Loan, Eligible Rental Property or Eligible REO Property, as applicable, summary results of due diligence delivered in connection with Section 10(a) one (1) Business Day prior of this Agreement, compliance diligence information and upon request of Buyer, a copy of the BPO and BPO results, in each case in the format mutually agreed to the proposed Purchase Date for Mortgage Loans that are not Wet‑Ink Mortgage Loans by Buyer and Seller on or (B) by 3:30 before 12:00 p.m. (New York City time) on three (3) Business Days prior to the proposed Purchase Date for Wet‑Ink or Purchase Price Increase Date, as applicable; provided that if such Eligible REO Property or Eligible Rental Property is related to an Eligible Mortgage Loans Loan, each Seller shall not be required to deliver an additional BPO at the time of such Purchase Price Increase, and either (iii) to Administrative Agent Buyer and Custodian an a Request for Certification and related Asset Schedule Schedule, in accordance with the Custodial Agreement and or (iiiii) to Administrative Agentthe extent that such Purchase Price Increase is a result of a change of Category for an Eligible Mortgage Loan to an Eligible REO Property or Eligible Rental Property or an Eligible REO Property to an Eligible Rental Property, with respect to Wet-Ink Mortgage Loans and Correspondent Mortgage Loans, the Wire Instruction Data evidence of such change in accordance with the Custodial AgreementCategory. In the event the Asset Schedule provided by any Seller contains erroneous computer data, is not formatted properly or the computer fields are otherwise improperly aligned, Administrative Agent Buyer shall provide written or electronic notice to each Seller describing such error and each Seller shall correct the computer data, reformat or properly align the computer fields itself and resubmit the Asset Schedule as required herein. Buyer shall review and advise each Seller in writing of Buyer’s Market Value within two (2) Business Days of receipt of a Transaction Request or Purchase Price Increase Request, as applicable. Upon Buyer and any Seller’s mutual agreement of the Market Value, Buyer and any Seller shall enter into a Transaction or Purchase Price Increase, as applicable, within one (1) Business Day of such agreement as set forth in Section 3(e) hereto.
c. Upon transfer of the Purchased Certificates to Buyer as set forth herein and until termination of such Transaction as set forth herein, ownership of the Purchased Certificates is vested in the Buyer, and record title (i) to each Contributed REO Property shall be retained by a Trust Subsidiary or REO Subsidiary, as applicable, (ii) to each Contributed Mortgage Loan shall be retained by a Trust Subsidiary and (iii) each Contributed Rental Property shall be retained by the SFR Subsidiary in accordance with the terms of the applicable Trust Agreement or SPE Agreement, as applicable.
Appears in 1 contract
Samples: Master Repurchase Agreement (Altisource Residential Corp)
Program; Initiation of Transactions. a. On the initial Purchase Date, Administrative Agent on behalf of Buyers purchased Buyer will purchase from Seller the REO Subsidiary InterestsPurchased Certificate. From time to time, Seller may request, request and Administrative Agent for the benefit of Buyers (i) Buyer will facilitate the purchase by Buyers from Seller of certain Transaction Mortgage Loans that have been either originated by Seller or purchased by Seller from other originators and (ii) may fund additional Purchase Price Increases in connection with the conveyance acquisition or transfer of Contributed REO Properties Mortgage Loans by or to the REO Subsidiary Pass-Through Trust Trustee for the Pass-Through Trust and the corresponding increases increase in value of the Purchased Certificate equal to the Purchase Price on account for such Contributed Mortgage Loan as of the REO Subsidiary Interestsrelated Purchase Date. This Agreement is a commitment by Committed Buyer to enter into Transactions with Seller up to an aggregate amount equal to the Maximum Committed Purchase Price. This Agreement is not a commitment by Administrative Agent on behalf of Buyers to enter into Transactions with Seller for amounts exceeding the Maximum Committed Purchase Price, but rather, sets forth the procedures to be used in connection with periodic requests for Administrative Agent on behalf of Buyers to enter into Transactions with Seller. Seller hereby acknowledges that, beyond the Maximum Committed Purchase Price, Administrative Agent on behalf of Buyers is under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this Agreement; provided that once Administrative Agent for the benefit of Buyers and Seller enter into a Transaction with respect to one or more Transaction All related Contributed Mortgage Loans or Contributed REO Properties that would in the aggregate exceed the Maximum Committed Purchase Price, Administrative Agent shall not require Seller to repurchase any such Transaction Mortgage Loans or Contributed REO Properties unless such repurchase is otherwise permitted by the terms of this Agreement. All Transaction Mortgage Loans shall exceed or meet the Underwriting Guidelines, and shall be serviced by Seller or Servicer, as applicable. The aggregate Purchase Price of the Purchased Assets Certificate (adjusted for any Purchase Price Increases or reductions in and Purchase PricePrice Decreases, as applicable) subject to outstanding Transactions shall not exceed the Maximum Aggregate Purchase Price.
b. Seller shall request that Administrative Agent Buyer enter into a Transaction with respect to Transaction Mortgage Loans by delivering (i) to Administrative AgentBuyer, a Transaction Request (A) one (1) Business Day prior to the proposed Purchase Date for Mortgage Loans that are not Wet‑Ink Mortgage Loans or Date, (Bii) by 3:30 p.m. (New York City time) on the proposed Purchase Date for Wet‑Ink Mortgage Loans to Buyer, an Asset Schedule and (ii) to Administrative Agent and Custodian, a Mortgage Loan Schedule. The Custodian an Asset Schedule in accordance with shall deliver to Buyer by the Custodial Agreement and (iii) to Administrative Agentproposed Purchase Date, the final Trust Receipt with respect to Wet-Ink the related Mortgage Loans and Correspondent Mortgage Loans, subject to the Wire Instruction Data in accordance with the Custodial Agreementproposed Transaction. In the event Buyer elects not to enter into a Transaction with respect to a proposed Mortgage Loan because of its failure to meet the Asset Schedule provided by Seller contains erroneous computer dataeligibility requirements set forth herein, is not formatted properly or the computer fields are otherwise improperly aligned, Administrative Agent Buyer shall provide written or electronic notice of such intent to Seller describing such error and Seller shall correct no later than 12:00 noon (Eastern time) on the computer data, reformat or properly align the computer fields itself and resubmit the Asset Schedule as required hereinrelated Purchase Date.
c. Reserved
Appears in 1 contract
Program; Initiation of Transactions. a. On the initial Purchase Date, Administrative Agent on behalf of Buyers purchased the REO Subsidiary Interests. From time to time, Seller may request, and Administrative Agent for the benefit of Buyers (i) Buyer will facilitate the purchase by Buyers from Seller of certain Transaction Mortgage Loans that have been either originated by Seller or purchased acquired by Seller from other originators and (ii) may fund additional Purchase Price Increases in connection with the conveyance of Contributed REO Properties an Underlying Repurchase Counterparty pursuant to the REO Subsidiary and the corresponding increases of the Purchase Price on account of the REO Subsidiary Interestsan Underlying Repurchase Transaction. This Agreement is a commitment by Committed Buyer to enter into Transactions with Seller up to an aggregate amount equal to the Maximum Committed Available Purchase Price. This Agreement is not a commitment by Administrative Agent on behalf of Buyers Buyer to enter into Transactions with Seller for amounts exceeding the Maximum Committed Available Purchase Price, but rather, sets forth the procedures to be used in connection with periodic requests for Administrative Agent on behalf of Buyers Buyer to enter into Transactions with Seller. Seller hereby acknowledges that, beyond the Maximum Committed Available Purchase Price, Administrative Agent on behalf of Buyers Buyer is under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this Agreement; provided that once Administrative Agent for the benefit of Buyers and Seller enter into a Transaction with respect to one or more Transaction Mortgage Loans or Contributed REO Properties that would in the aggregate exceed the Maximum Committed Purchase Price, Administrative Agent shall not require Seller to repurchase any such Transaction Mortgage Loans or Contributed REO Properties unless such repurchase is otherwise permitted by the terms of this Agreement. All Transaction Purchased Mortgage Loans shall exceed or meet the Underwriting Guidelines, and shall be serviced by Seller or Servicer, as applicable. The aggregate Purchase Price of the Purchased Assets (adjusted for any Purchase Price Increases or reductions in Purchase Price, as applicable) Mortgage Loans subject to outstanding Transactions shall not exceed the Maximum Aggregate Available Purchase Price.
b. Seller shall request that Administrative Agent Buyer enter into a Transaction with respect to Transaction Mortgage Loans by delivering (i) to Administrative AgentBuyer, a Transaction Request on or before 3:00 p.m. (ANew York City time) on the Purchase Date for Transactions involving Wet-Ink Mortgage Loans and one (1) Business Day prior to the proposed Purchase Date for Transactions involving all Mortgage Loans that are not Wet‑Ink other than Wet-Ink Mortgage Loans or (B) by 3:30 p.m. (New York City time) on the proposed Purchase Date for Wet‑Ink Mortgage Loans Loans, and (ii) to Administrative Agent Buyer and Custodian an Asset Schedule in accordance with the Custodial Agreement a Request for Certification and (iii) to Administrative Agentrelated Mortgage Loan Schedule, with respect to Wet-Ink Mortgage Loans and Correspondent Mortgage Loans, the Wire Instruction Data in accordance with the Custodial Agreement. In the event the Asset Mortgage Loan Schedule provided by Seller contains erroneous computer data, is not formatted properly or the computer fields are otherwise improperly aligned, Administrative Agent Buyer shall provide written or electronic notice to Seller describing such error and Seller shall correct the computer data, reformat or properly align the computer fields itself and resubmit the Asset Mortgage Loan Schedule as required herein.
c. With respect to each Exception Mortgage Loan, upon receipt of the Transaction Request, Buyer shall, consistent with this Agreement, specify the terms for such proposed Transaction, including the Purchase Price, the Pricing Rate, the Market Value and the Repurchase Date in respect of such Transaction. The terms thereof shall be set forth in the Purchase Confirmation to be delivered to Seller on or prior to the Purchase Date.
d. With respect to each Exception Mortgage Loan, the Purchase Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Purchase Confirmation relates, and Seller’s acceptance of the related proceeds shall constitute Seller’s agreement to the terms of such Purchase Confirmation. It is the intention of the parties that, with respect to each Exception Mortgage Loan, each Purchase Confirmation shall not be separate from this Agreement but shall be made a part of this Agreement. In the event of any conflict between this Agreement and, with respect to each Exception Mortgage Loan, a Purchase Confirmation, the terms of the Purchase Confirmation shall control with respect to the related Transaction.
e. Upon the satisfaction of the applicable conditions precedent set forth in Section 10 hereof, all of Seller’s interest in the Repurchase Assets shall pass to Buyer on the Purchase Date, against the transfer of the Purchase Price to Seller. Upon transfer of the Mortgage Loans to Buyer as set forth in this Section and until termination of any related Transactions as set forth in Sections 4 or 16 of this Agreement, ownership of each Mortgage Loan, including each document in the related Mortgage File and Records, is vested in Buyer; provided that, prior to the recordation by the Custodian as provided for in the Custodial Agreement record title in the name of Underlying Repurchase Counterparty to each Mortgage shall be retained by Underlying Repurchase Counterparty in trust, for the benefit of Buyer, for the sole purpose of facilitating the servicing and the supervision of the servicing of the Mortgage Loans.
f. With respect to Mortgage Loans that are not Wet-Ink Mortgage Loans, Seller shall cause the delivery of the Mortgage File to the Custodian, as more particularly set forth in the Custodial Agreement.
g. With respect to each Wet-Ink Mortgage Loan, by no later than the seventh (7th) Business Day following the applicable Purchase Date, Seller shall cause the related Settlement Agent to deliver to the Custodian the remaining documents in the Mortgage File, as more particularly set forth in the Custodial Agreement.
Appears in 1 contract
Samples: Master Repurchase Agreement (PennyMac Mortgage Investment Trust)
Program; Initiation of Transactions. a. On the initial Purchase Date, Administrative Agent on behalf of Buyers purchased the REO Subsidiary Interests. From time to time, Seller may request, and Administrative Agent (for the benefit of Buyers (iBuyers) will facilitate the purchase by Buyers from Seller of certain Transaction Mortgage Loans that have either been either originated by Seller or purchased by Seller from other originators a Correspondent Seller and (ii) may fund additional Purchase Price Increases in connection with the conveyance of Contributed REO Properties to the REO Subsidiary and the corresponding increases of the Purchase Price on account of the REO Subsidiary Interestscertain Eligible Servicer Advances. This Agreement is a commitment by Administrative Agent on behalf of the Committed Buyer Buyers to enter into Transactions with respect to Mortgage Loans with Seller up to for an aggregate amount equal to the Maximum Regular Way Committed Purchase Price. This Agreement is not a commitment by Administrative Agent on behalf of Buyers to enter into Transactions with respect to Mortgage Loans with Seller for amounts exceeding the Maximum Regular Way Committed Purchase Price, but rather, sets forth the procedures to be used in connection with periodic requests for Administrative Agent on behalf of Buyers to enter into Transactions with Seller. Seller hereby acknowledges that, beyond the Maximum Regular Way Committed Purchase Price, Administrative Agent on behalf of Buyers is under no obligation to agree to enter into, or to enter into, any Transaction with respect to Mortgage Loans pursuant to this Agreement; provided that once Administrative Agent for the benefit of Buyers and Seller enter into a Transaction with respect to one or more Transaction Mortgage Loans or Contributed REO Properties that would in the aggregate exceed the Maximum Committed Purchase Price, Administrative Agent shall not require Seller to repurchase any such Transaction Mortgage Loans or Contributed REO Properties unless such repurchase is otherwise permitted by the terms of this Agreement. All Transaction Purchased Mortgage Loans shall exceed or meet the Underwriting Guidelines, and shall be serviced by Seller or Servicer, as applicable. The aggregate Purchase Price of the Purchased Assets (adjusted for any Purchase Price Increases or reductions in Purchase Price, as applicable) Mortgage Loans subject to outstanding Transactions shall not exceed the Maximum Aggregate Regular Way Purchase Price.
b. With respect to each Transaction involving Mortgage Loans which are not Wet-Ink Mortgage Loans, Seller shall request that give Administrative Agent enter into a Transaction with respect and Custodian prior notice of any proposed Purchase Date on or prior to Transaction Mortgage Loans by delivering 11:00 a.m. (iNew York City time) to Administrative Agent, a Transaction Request two (A) one (12) Business Day Days’ prior to the Purchase Date (the date on which such notice is given, the “Notice Date”); provided, that if Seller is delivering 251 or more Mortgage Loans, which are not Wet-Ink Mortgage Loans, on a Purchase Date, Seller shall give Administrative Agent and Custodian prior notice of any proposed Purchase Date for on or prior to 11:30 a.m. (New York City time) three (3) Business Days’ prior to the Purchase Date. With respect to Wet-Ink Mortgage Loans that are not Wet‑Ink Mortgage Loans Loans, Seller shall deliver notice of any proposed purchase on or (B) by 3:30 p.m. before 11:30 a.m. (New York City time) on the proposed Purchase Date for Wet‑Ink Mortgage Loans and Date. On the Notice Date, Seller shall (i) request that Buyers enter into a Transaction by furnishing to Administrative Agent a Transaction Request, (ii) deliver to Administrative Agent and Custodian an Asset a Mortgage Loan Schedule in accordance with the Custodial Agreement and (iii) deliver to Custodian, or Administrative Agent, with respect to each Wet-Ink Mortgage Loans Loan, either a Request for Certification and Correspondent each Mortgage LoansFile or Wet-Ink Documents for each Wet-Ink Mortgage Loan, the Wire Instruction Data as applicable, in accordance with Section 10(b)(3) hereof. With respect to requested Transactions that would cause the Custodial Agreementaggregate outstanding Purchase Price for all outstanding Transactions to exceed the Maximum Regular Way Committed Purchase Price, Administrative Agent may enter into such requested Transaction or may notify Seller of its intention not to enter into such Transaction. In the event the Asset Mortgage Loan Schedule provided by Seller contains erroneous computer data, is not formatted properly or the computer fields are otherwise improperly aligned, Administrative Agent shall provide written or electronic notice to Seller describing such error and Seller shall may either (a) give Administrative Agent written or electronic authority to correct the computer data, reformat the Mortgage Loans or properly align the computer fields or (b) correct the computer data, reformat or properly align the computer fields itself and resubmit the Asset Mortgage Loan Schedule as required herein. In the event that Seller gives Administrative Agent authority to correct the computer data, reformat the Mortgage Loan Schedule or properly align the computer fields, Seller shall hold Administrative Agent harmless for such correction, reformatting or realigning, as applicable, except as otherwise expressly provided herein.
Appears in 1 contract
Samples: Master Repurchase Agreement (Pennymac Financial Services, Inc.)
Program; Initiation of Transactions. a. On the initial Purchase Date, Administrative Agent on behalf of Buyers purchased Buyer will purchase the REO Subsidiary Interests. From time to time, Seller may request, and Administrative Agent for the benefit of Buyers (i) will facilitate the purchase by Buyers Trust Interests from Seller of certain Transaction Mortgage Loans that have been either originated by Seller or purchased by Seller from other originators and (ii) may fund additional Purchase Price Increases in connection with the conveyance of Contributed REO Properties to the REO Subsidiary and the corresponding increases of the Purchase Price on account of the REO Subsidiary InterestsSeller. This Agreement is a commitment by Committed Buyer to enter into Transactions Transactions, Purchase Price Increases and Transition Event Increases with Seller up to for an aggregate amount equal up to the Maximum Committed Aggregate Purchase Price. This Agreement is not a commitment by Administrative Agent on behalf of Buyers Buyer to enter into Transactions Transactions, Purchase Price Increases or Transition Event Increases with Seller for amounts exceeding the Maximum Committed Aggregate Purchase Price, but rather, sets forth the procedures to be used in connection with periodic requests for Administrative Agent on behalf of Buyers Buyer to enter into Transactions such Transactions, Purchase Price Increases or Transition Event Increases with Seller. Seller hereby acknowledges that, beyond the Maximum Committed Purchase Price, Administrative Agent on behalf of Buyers that Buyer is under no obligation to agree to enter into, or to enter into, any Transaction Transaction, Purchase Price Increase or Transition Event Increases pursuant to this Agreement; provided that once Administrative Agent for Agreement to the benefit of Buyers and Seller enter into a Transaction with respect extent such Transaction, Purchase Price Increase or Transition Event Increase would cause the Purchase Price to one or more Transaction Mortgage Loans or Contributed REO Properties that would in the aggregate exceed the Maximum Committed Aggregate Purchase Price, Administrative Agent shall not require Seller to repurchase any such Transaction . All Trust Mortgage Loans or Contributed REO Properties unless such repurchase is otherwise permitted by the terms of this Agreement. All Transaction Mortgage Loans shall exceed or meet the Underwriting Guidelines, and shall be serviced by Seller Servicers and all REO Properties shall be managed by Servicers or Servicer, as applicablethe Property Manager. The aggregate Purchase Price of the Purchased Assets (adjusted for any including Purchase Price Increases or reductions in Purchase Price, as applicableand Transition Event Increases) of Purchased Assets subject to outstanding Transactions shall not exceed the Maximum Aggregate Purchase Price.
b. Seller shall request that Administrative Agent Buyer enter into a Transaction with respect to Transaction Mortgage Loans or Purchase Price Increase by delivering (i) to Administrative AgentBuyer, a Transaction Request or Purchase Price Increase Request, as applicable, the related Seller Provided Diligence Package, BPO valuation and valuation date for each Trust Mortgage Loan or REO Property, as applicable, summary results of due diligence delivered in connection with Section 10(b)(1) of this Agreement, compliance diligence information and upon request of Buyer, a copy of the BPO and BPO results, in each case in the format mutually agreed to by Buyer and Seller on or before 10:00 a.m. (ANew York City time) one seven (17) Business Day Days prior to the proposed Purchase Date for or Purchase Price Increase Date, as applicable; provided that if such REO Property is related to a Trust Mortgage Loans that are Loan, Seller shall not Wet‑Ink be required to deliver an additional BPO at the time of such Purchase Price Increase, and, unless such Purchase Price Increase relates solely to an increase in the Asset Value of the related Trust Mortgage Loans Loan or (B) by 3:30 p.m. (New York City time) on the proposed Purchase Date for Wet‑Ink Mortgage Loans and (ii) REO Property, either to Administrative Agent Buyer and Custodian an a Request for Certification and related Asset Schedule in accordance with the Custodial Agreement and (iii) to Administrative AgentSchedule, with respect to Wet-Ink Mortgage Loans and Correspondent Mortgage Loans, the Wire Instruction Data in accordance with the Custodial Agreement. In the event the Asset Schedule provided by Seller contains erroneous computer data, is not formatted properly or the computer fields are otherwise improperly aligned, Administrative Agent Buyer shall provide written or electronic notice to Seller describing such error and Seller shall correct the computer data, reformat or properly align the computer fields itself and resubmit the Asset Schedule as required herein. Buyer shall review and advise Seller in writing of Buyer's Market Value within five (5) Business Days of receipt of a Transaction Request or Purchase Price Increase Request, as applicable; provided, however, that, if the related Transaction Request or Purchase Price Increase Request relates to more than 500 Trust Mortgage Loans and REO Properties, Buyer shall have an additional reasonable time period to advise Seller in writing of Buyer's Market Value and to enter into a Transaction or Purchase Price Increase pursuant to the following sentence. Upon Buyer and Seller's mutual agreement of the Asset Value, Buyer and Seller shall enter into a Transaction or Purchase Price Increase, as applicable, within one (1) Business Day of such agreement as set forth in Section 3(e) hereto.
c. Upon transfer of the Trust Interests to Buyer as set forth herein and until termination of such Transaction as set forth herein, ownership of the Trust Interests is vested in the Buyer, and record title (i) to each REO Property shall be retained by the Trust Subsidiary and (ii) to each Trust Mortgage Loan shall be retained by Trust Subsidiary, in each case in accordance with the terms of the Trust Agreement.
d. In no event shall Buyer have any obligation to fund any Transaction, Purchase Price Increase or Transition Event Increase hereunder if it has not received notice within the time period required by this Section 3. The Buyer reserves the right, in its sole and exclusive discretion, to fund a Transaction, Purchase Price Increase or Transition Event Increase without such required notice but the exercise of such right on one or more occasions shall not amend, impair or otherwise affect the absolute right of the Buyer to receive such notice in respect of any subsequent funding before the obligation of the Buyer to make such funding shall mature and become binding upon the Buyer.
e. Upon the satisfaction of the applicable conditions precedent set forth in Section 10 hereof, all of Seller's interest in the Trust Interests shall pass to Buyer on the Purchase Date, against the transfer of the Purchase Price for the initial Trust Mortgage Loans and REO Properties to Seller. Upon transfer of (i) the Purchased Assets to Buyer, (ii) Trust Mortgage Loans to the Trust Subsidiary or (iii) REO Properties to the Trust Subsidiary, in each case, as set forth in this Section and until termination of any related Transactions or the release of REO Properties or Trust Mortgage Loans as set forth in Sections 4 or 16 of this Agreement, ownership of each Purchased Asset, including beneficial ownership interest in each document in the related Asset File and Records, is vested in Buyer.
f. On or after the date on which the Seller provides notice to the Buyer of the occurrence of a Transition Event, once per calendar month, on or before 10:00 a.m. (New York City time) seven (7) Business Days prior to the proposed Transition Request Increase Date, the Seller may request a Transition Event Increase by delivering to Buyer a Transition Event Increase Request and, at the reasonable request of Buyer, other evidence with respect to the related Transition Event. Buyer shall review and advise Seller in writing of Buyer's updated Market Value within five (5) Business Days of receipt of a Transition Event Increase Request. Upon Buyer and Seller's mutual agreement of any related Asset Value and Buyer being reasonably satisfied with any evidence delivered with respect to the related Transition Event, Buyer and Seller shall enter into a Transition Event Increase within one (1) Business Day of such agreement; provided, however, that no Transition Event Increase may be consummated unless (i) a Transition Event Increase Date shall have not already occurred in the related calendar month and (ii) (A) if the related Transition Event Increase Date is also a Purchase Price Increase Date, the corresponding increase in Purchase Price on such date would be $5,000,000 or more, in the aggregate and (B) if the related Transition Event Increase Date is not also a Purchase Price Increase Date, the corresponding increase in Purchase Price on such date would be $325,000 or more, in the aggregate.
Appears in 1 contract
Samples: Master Repurchase Agreement (Altisource Residential Corp)
Program; Initiation of Transactions. a. On the initial Purchase Date, Administrative Agent on behalf of Buyers purchased the REO Subsidiary Interests. From time to time, Seller may request, and Administrative Agent for the benefit of Buyers (i) Buyer will facilitate the purchase by Buyers from Seller of certain Transaction Mortgage Loans that have been either originated by Seller or purchased acquired by Seller from other originators and (ii) may fund additional Purchase Price Increases in connection with the conveyance of Contributed REO Properties an Underlying Repurchase Counterparty pursuant to the REO Subsidiary and the corresponding increases of the Purchase Price on account of the REO Subsidiary Interestsan Underlying Repurchase Transaction. This Agreement is a commitment by Committed Buyer to enter into Transactions with Seller up to an aggregate amount equal to the Maximum Committed Purchase Price. This Agreement is not a commitment by Administrative Agent on behalf of Buyers Buyer to enter into Transactions with Seller for amounts exceeding the Maximum Committed Purchase Price, but rather, sets forth the procedures to be used in connection with periodic requests for Administrative Agent on behalf of Buyers Buyer to enter into Transactions with Seller. Seller hereby acknowledges that, beyond the Maximum Committed Purchase Price, Administrative Agent on behalf of Buyers Buyer is under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this Agreement; provided that once Administrative Agent for the benefit of Buyers and Seller enter into a Transaction with respect to one or more Transaction Mortgage Loans or Contributed REO Properties that would in the aggregate exceed the Maximum Committed Purchase Price, Administrative Agent shall not require Seller to repurchase any such Transaction Mortgage Loans or Contributed REO Properties unless such repurchase is otherwise permitted by the terms of this Agreement. All Transaction Purchased Mortgage Loans shall exceed or meet the Underwriting Guidelines, and shall be serviced by Seller or a Servicer, as applicable. The aggregate Purchase Price of the Purchased Assets (adjusted for any Purchase Price Increases or reductions in Purchase Price, as applicable) Mortgage Loans subject to outstanding Transactions shall not exceed the Maximum Aggregate Purchase Price.
b. Seller shall request that Administrative Agent Buyer enter into a Transaction with respect to Transaction Mortgage Loans by delivering (i) to Administrative AgentBuyer, a Transaction Request on or before 3:00 p.m. (ANew York City time) on the Purchase Date for Transactions involving Wet-Ink Mortgage Loans and one (1) Business Day prior to the proposed Purchase Date for Transactions involving all Mortgage Loans that are not Wet‑Ink other than Wet-Ink Mortgage Loans or (B) by 3:30 p.m. (New York City time) on the proposed Purchase Date for Wet‑Ink Mortgage Loans Loans, and (ii) to Administrative Agent Buyer and Custodian an Asset Schedule a Request for Certification and related Mortgage Loan Schedule, in accordance with the Custodial Agreement and (iii) to Administrative Agent, with respect to Wet-Ink Mortgage Loans and Correspondent Mortgage Loans, the Wire Instruction Data in accordance with the applicable Custodial Agreement. In the event the Asset Mortgage Loan Schedule provided by Seller contains erroneous computer data, is not formatted properly or the computer fields are otherwise improperly aligned, Administrative Agent Buyer shall provide written or electronic notice to Seller describing such error and Seller shall correct the computer data, reformat or properly align the computer fields itself and resubmit the Asset Mortgage Loan Schedule as required herein.
c. With respect to each Exception Mortgage Loan, upon receipt of the Transaction Request, Buyer shall, consistent with this Agreement, specify the terms for such proposed Transaction, including the Purchase Price, the Pricing Rate, the Market Value and the Repurchase Date in respect of such Transaction. The terms thereof shall be set forth in the Purchase Confirmation to be delivered to Seller on or prior to the Purchase Date.
d. With respect to each Exception Mortgage Loan, the Purchase Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Purchase Confirmation relates, and Seller’s acceptance of the related proceeds shall constitute Seller’s agreement to the terms of such Purchase Confirmation. It is the intention of the parties that, with respect to each Exception Mortgage Loan, each Purchase Confirmation shall not be separate from this Agreement but shall be made a part of this Agreement. In the event of any conflict between this Agreement and, with respect to each Exception Mortgage Loan, a Purchase Confirmation, the terms of the Purchase Confirmation shall control with respect to the related Transaction.
e. Upon the satisfaction of the applicable conditions precedent set forth in Section 10 hereof, all of Seller’s interest in the Repurchase Assets shall pass to Buyer on the Purchase Date, against the transfer of the Purchase Price to Seller. Upon transfer of the Mortgage Loans to Buyer as set forth in this Section and until termination of any related Transactions as set forth in Sections 4 or 16 of this Agreement, ownership of each Mortgage Loan, including each document in the related Mortgage File and Records, is vested in Buyer; provided that, prior to the recordation by the Custodian as provided for in the applicable Custodial Agreement record title in the name of Underlying Repurchase Counterparty to each Mortgage shall be retained by Underlying Repurchase Counterparty in trust, for the benefit of Buyer, for the sole purpose of facilitating the supervision of the servicing of the Mortgage Loans. For the avoidance of doubt, with respect to the Wet-Ink Mortgage Loans, the Purchase Price shall be remitted directly to the Settlement Agent.
f. With respect to Mortgage Loans that are not Wet-Ink Mortgage Loans, Seller shall cause the delivery of the Mortgage File to the Custodian, as more particularly set forth in the applicable Custodial Agreement.
g. With respect to each Wet-Ink Mortgage Loan, by no later than the seventh (7th) Business Day following the applicable Purchase Date, Seller shall cause the related Settlement Agent to deliver to the Custodian the remaining documents in the Mortgage File, as more particularly set forth in the applicable Custodial Agreement.
Appears in 1 contract
Samples: Master Repurchase Agreement (PennyMac Mortgage Investment Trust)
Program; Initiation of Transactions. a. On the initial Purchase Date, Administrative Agent on behalf of Buyers purchased the REO Subsidiary Interests. From time to time, Seller may request, and Administrative Agent for the benefit of Buyers (i) Buyer will facilitate the purchase by Buyers from Seller of certain Transaction Mortgage Loans that have been either originated by Seller or purchased acquired by Seller from other originators and (ii) may fund additional Purchase Price Increases in connection with the conveyance of Contributed REO Properties an Underlying Repurchase Counterparty pursuant to the REO Subsidiary and the corresponding increases of the Purchase Price on account of the REO Subsidiary Interestsan Underlying Repurchase Transaction. This Agreement is a commitment by Committed Buyer to enter into Transactions with Seller up to an aggregate amount equal to the Maximum Committed Purchase Price. This Agreement is not a commitment by Administrative Agent on behalf of Buyers Buyer to enter into Transactions with Seller for amounts exceeding the Maximum Committed Purchase Price, but rather, sets forth the procedures to be used in connection with periodic requests for Administrative Agent on behalf of Buyers Buyer to enter into Transactions with Seller. Seller hereby acknowledges that, beyond the Maximum Committed Purchase Price, Administrative Agent on behalf of Buyers Buyer is under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this Agreement; provided that once Administrative Agent for the benefit of Buyers and Seller enter into a Transaction with respect to one or more Transaction Mortgage Loans or Contributed REO Properties that would in the aggregate exceed the Maximum Committed Purchase Price, Administrative Agent shall not require Seller to repurchase any such Transaction Mortgage Loans or Contributed REO Properties unless such repurchase is otherwise permitted by the terms of this Agreement. All Transaction Purchased Mortgage Loans shall exceed or meet the Underwriting Guidelines, and shall be serviced by Seller or a Servicer, as applicable. The aggregate Purchase Price of the Purchased Assets (adjusted for any Purchase Price Increases or reductions in Purchase Price, as applicable) Mortgage Loans subject to outstanding Transactions shall not exceed the Maximum Aggregate Purchase Price.
b. Seller shall request that Administrative Agent Buyer enter into a Transaction with respect to Transaction Mortgage Loans by delivering (i) to Administrative AgentBuyer, a Transaction Request on or before 3:00 p.m. (ANew York City time) on the Purchase Date for Transactions involving Wet-Ink Mortgage Loans and one (1) Business Day prior to the proposed Purchase Date for Transactions involving all Mortgage Loans that are not Wet‑Ink other than Wet-Ink Mortgage Loans or (B) by 3:30 p.m. (New York City time) on the proposed Purchase Date for Wet‑Ink Mortgage Loans Loans, and (ii) to Administrative Agent Buyer and Custodian an Asset Schedule a Request for Certification and related Mortgage Loan Schedule, in accordance with the Custodial Agreement and (iii) to Administrative Agent, with respect to Wet-Ink Mortgage Loans and Correspondent Mortgage Loans, the Wire Instruction Data in accordance with the applicable Custodial Agreement. In the event the Asset Mortgage Loan Schedule provided by Seller contains erroneous computer data, is not formatted properly or the computer fields are otherwise improperly aligned, Administrative Agent Buyer shall provide written or electronic notice to Seller describing such error and Seller shall correct the computer data, reformat or properly align the computer fields itself and resubmit the Asset Mortgage Loan Schedule as required herein.
c. With respect to each Exception Mortgage Loan, upon receipt of the Transaction Request, Buyer shall, consistent with this Agreement, specify the terms for such proposed Transaction, including the Purchase Price, the Pricing Rate, the Market Value and the Repurchase Date in respect of such Transaction. The terms thereof shall be set forth in the Purchase Confirmation to be delivered to Seller on or prior to the Purchase Date.
d. With respect to each Exception Mortgage Loan, the Purchase Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Purchase Confirmation relates, and Seller’s acceptance of the related proceeds shall constitute Seller’s agreement to the terms of such Purchase Confirmation. It is the intention of the parties that, with respect to each Exception Mortgage Loan, each Purchase Confirmation shall not be separate from this Agreement but shall be made a part of this Agreement. In the event of any conflict between this Agreement and, with respect to each Exception Mortgage Loan, a Purchase Confirmation, the terms of the Purchase Confirmation shall control with respect to the related Transaction.
e. Upon the satisfaction of the applicable conditions precedent set forth in Section 10 hereof, all of Seller’s interest in the Repurchase Assets shall pass to Buyer on the Purchase Date, against the transfer of the Purchase Price to Seller. Upon transfer of the Mortgage Loans to Buyer as set forth in this Section and until termination of any related Transactions as set forth in Sections 4 or 16 of this Agreement, ownership of each Mortgage Loan, including each document in the related Mortgage File and Records, is vested in Buyer; provided that, prior to the recordation by the Custodian as provided for in the applicable Custodial Agreement record title in the name of Underlying Repurchase Counterparty to each Mortgage shall be retained by Underlying Repurchase Counterparty in trust, for the benefit of Buyer, for the sole purpose of facilitating the supervision of the servicing of the Mortgage Loans. For the avoidance of doubt, with respect to the Wet-Ink Mortgage Loans, the Purchase Price shall be remitted directly to the Settlement Agent.
f. With respect to Mortgage Loans that are not Wet-Ink Mortgage Loans, Seller shall cause the delivery of the Mortgage File to the Custodian, as more particularly set forth in the applicable Custodial Agreement.
g. With respect to each Wet-Ink Mortgage Loan, by no later than the seventh (7th) Business Day following the applicable Purchase Date, Seller shall cause the related Settlement Agent to deliver to the Custodian the remaining documents in the Mortgage File, as more particularly set forth in the applicable Custodial Agreement.
Appears in 1 contract
Samples: Master Repurchase Agreement (PennyMac Mortgage Investment Trust)
Program; Initiation of Transactions. a. On the initial Purchase DateFrom time to time, Buyers and/or Administrative Agent on behalf of Buyers purchased the REO Subsidiary Interests. From time to time, Seller may request, and Administrative Agent for the benefit of Buyers (i) will facilitate the purchase by Buyers from Seller of certain Transaction Mortgage Loans that have been either originated by Seller or purchased by Seller from other originators and (ii) may fund additional Purchase Price Increases in connection with the conveyance of Contributed REO Properties to the REO Subsidiary and the corresponding increases of the Purchase Price on account of the REO Subsidiary Interestsoriginators. This Agreement is a commitment by Committed Buyer Buyers and Administrative Agent on behalf of Committed Buyers to enter into Transactions with Seller up to an aggregate amount equal to the Maximum Committed Purchase Price. This Agreement is not a commitment by Committed Buyers or Administrative Agent on behalf of Committed Buyers to enter into Transactions with Seller for amounts exceeding the Maximum Committed Purchase Price, but rather, sets forth the procedures to be used in connection with periodic requests for Buyers or Administrative Agent on behalf of Buyers to enter into Transactions with Seller. Seller hereby acknowledges that, beyond the Maximum Committed Purchase Price, neither any Buyer nor Administrative Agent on behalf of Buyers is under no any obligation to agree to enter into, or to enter into, any Transaction pursuant to this Agreement; provided that once Administrative Agent for the benefit of Buyers and Seller enter into a Transaction with respect to one or more Transaction Mortgage Loans or Contributed REO Properties that would in the aggregate exceed the Maximum Committed Purchase Price, Administrative Agent shall not require Seller to repurchase any such Transaction Mortgage Loans or Contributed REO Properties unless such repurchase is otherwise permitted by the terms of this Agreement. All Transaction Purchased Mortgage Loans shall exceed or meet the Underwriting Guidelines, and shall be serviced by Seller or a Servicer, as applicable. The aggregate Purchase Price of the Purchased Assets (adjusted for any Purchase Price Increases or reductions in Purchase Price, as applicable) Mortgage Loans subject to outstanding Transactions shall not exceed the Maximum Aggregate Purchase Price.
b. Seller shall give Administrative Agent and Custodian at least one (1) Business Day’s prior notice of any proposed Purchase Date (the date on which such notice is given, the “Notice Date”). On the Notice Date, Seller shall request that Buyers or Administrative Agent enter into a Transaction with respect to Transaction Mortgage Loans by delivering (i) furnishing to Administrative Agent, Agent a Transaction Request (A) one (1) Business Day prior to the proposed Purchase Date for Mortgage Loans that are not Wet‑Ink Mortgage Loans or (B) by 3:30 p.m. (New York City time) on the proposed Purchase Date for Wet‑Ink Mortgage Loans and Request, (ii) delivering to Administrative Agent and Custodian an Asset a Mortgage Loan Schedule in accordance with the Custodial Agreement and (iii) delivering to Custodian, or the Administrative Agent, with respect to each Wet-Ink Mortgage Loans Loan, either a Request for Certification and Correspondent each Mortgage LoansFile or Wet-Ink Documents for each Wet-Ink Mortgage Loan, the Wire Instruction Data as applicable, in accordance with the Custodial AgreementSection 10(b)(3) hereof. In the event the Asset Mortgage Loan Schedule provided by Seller contains erroneous computer data, is not formatted properly or the computer fields are otherwise improperly aligned, Administrative Agent shall provide written or electronic notice to Seller describing such error and Seller shall promptly correct the computer data, reformat or properly align the computer fields itself and resubmit the Asset Mortgage Loan Schedule as required herein.
Appears in 1 contract
Samples: Master Repurchase Agreement (Caliber Home Loans, Inc.)
Program; Initiation of Transactions. a. On the initial Purchase Date, Administrative Agent on behalf of Buyers purchased the REO Subsidiary Interests. From time to time, Seller may requestin the sole discretion of Buyers, and Administrative Agent (for the benefit of Buyers (iBuyers) will may facilitate the purchase by Buyers from Seller of certain Transaction Mortgage Loans and Contributed Assets that have been either originated by Seller or and/or purchased by Seller from other originators and (ii) may fund additional Purchase Price Increases in connection with the conveyance of Contributed REO Properties to the REO Subsidiary and the corresponding increases of the Purchase Price on account of the REO Subsidiary Interests. This Agreement is a commitment by Committed Buyer to enter into Transactions with Seller up to an aggregate amount equal to the Maximum Committed Purchase PriceParties. This Agreement is not a commitment by Administrative Agent on behalf of Buyers Bxxxxx to enter into Transactions with Seller for amounts exceeding the Maximum Committed Purchase Price, but rather, rather sets forth the procedures to be used in connection with periodic requests for Administrative Agent on behalf of Buyers to enter into Transactions with Seller. Seller hereby acknowledges that, beyond the Maximum Committed Purchase Price, that Administrative Agent on behalf of Buyers Bxxxxx is under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this Agreement; provided that once Administrative Agent for the benefit of Buyers and Seller enter into a Transaction with respect to one or more Transaction . All Purchased Mortgage Loans or and Contributed REO Properties that would in the aggregate exceed the Maximum Committed Purchase Price, Administrative Agent shall not require Seller to repurchase any such Transaction Mortgage Loans or Contributed REO Properties unless such repurchase is otherwise permitted by the terms of this Agreement. All Transaction Mortgage Loans Assets shall exceed or meet the Underwriting Asset Guidelines, and shall be serviced by Seller or Servicer, as applicable. The sum of (i) the Aggregate Purchase Price-Base and (ii) the Aggregate Purchase Price-Incremental for all Non-Participated Purchase Price-Incremental for all outstanding Transactions shall not exceed the Maximum Aggregate Purchase Price. The Aggregate Purchase Price-Incremental of Purchased Mortgage Loans and Contributed Assets subject to outstanding Transactions shall not exceed the Maximum Aggregate Purchase Price-Incremental.
b. From time to time Administrative Agent, on behalf of Bxxxxx, may purchase the Underlying Entity Certificates from Seller. From time to time and in accordance with Section 3.c below, (i) any Seller Party may request and Administrative Agent, on behalf of Buyers, may fund additional Purchase Price Increases in connection with the acquisition of additional Contributed Assets by the applicable Underlying Entity and the corresponding increases of the Purchase Price on account of the Purchased Certificates; (ii) any Seller Party may request and Administrative Agent, on behalf of Buyers, may fund additional Purchase Price Increases in connection with a request to fund additional Purchase Price for a Purchased Asset or Contributed Asset that was not purchased at the full Asset Value on the original Purchase Date and (iii) any Seller Party may request and Administrative Agent, on behalf of Buyers, may fund additional Purchase Price Increases with respect to a HELOC in connection with a Draw. The aggregate Purchase Price of the Purchased Assets (adjusted for any Purchase Price Increases or reductions in Purchase Price, as applicable) subject to outstanding Transactions shall not exceed the Maximum Aggregate Purchase Price.
b. c. Seller shall request that Administrative Agent enter into a Transaction with respect to Transaction Mortgage Loans by delivering (i) to Administrative Agent, a Transaction Request (A) one (1) Business Day prior to the proposed Purchase Date for Mortgage Loans that are not Wet‑Ink Mortgage Loans or (B) by 3:30 p.m. [***] (New York City time) on the proposed Purchase Date for Wet‑Ink all Mortgage Loans and (ii) to Administrative Agent and Custodian an Asset Schedule in accordance with the Custodial Agreement and (iii) to Administrative AgentSchedule, with respect to Wet-Ink Mortgage Loans and Correspondent Mortgage Loans, the Wire Instruction Data in accordance with the Custodial Agreement. In the event the Asset Schedule provided by a Seller Party contains erroneous computer data, is not formatted properly properly, or the computer fields are otherwise improperly aligned, Administrative Agent shall provide written or electronic notice to Seller describing such error and Seller shall correct the computer data, reformat reformat, or properly align the computer fields itself and resubmit the Asset Schedule as required herein.
d. Upon transfer of a Purchased Certificate to Administrative Agent for the benefit of Buyers as set forth herein and until termination of such Transaction as set forth herein, ownership of such Purchased Certificate is vested in the Administrative Agent on behalf of Buyers, and record title to each Contributed Asset shall be retained by applicable Underlying Entity.
e. With respect to a Simultaneously Funded Early Buyout Loan for which any Seller Party has submitted a Transaction Request, provided that the GNMA Haircut Amount has been remitted to the Administrative Agent, Administrative Agent shall remit the purchase price due to GNMA for such Simultaneously Funded Early Buyout Loan to Servicer. Such Seller Party shall cause Servicer to repurchase such Simultaneously Funded Early Buyout Loan from GNMA no later than the Business Day following the date of remittance of proceeds by Administrative Agent to
Servicer. In the event that Servicer fails to repurchase such Simultaneously Funded Early Buyout Loan, such Seller Party shall cause Servicer to remit the Purchase Price for such Simultaneously Funded Early Buyout Loan to the Program Account within three (3) Business Days following the related Purchase Date. Notwithstanding the foregoing, when a Simultaneously Funded Early Buyout Loan is repurchased, the Purchase Date hereunder shall be deemed the date of remittance of proceeds by Administrative Agent to Servicer.
f. Upon the satisfaction of the applicable conditions precedent set forth in Section 10 hereof, all of Seller Parties’ interest in the Repurchase Assets shall pass to Administrative Agent on behalf of Buyers on the Purchase Date, against the transfer of the Purchase Price to Seller Parties. Upon transfer of the Purchased Assets to Administrative Agent on behalf of Buyers as set forth in this Section and until termination of any related Transactions as set forth in Section 4 or 16 hereof, ownership of each Purchased Asset, including each document in the related Asset File and Records, is vested in the Buyers identified under the Administration Agreement. For the avoidance of doubt, the parties acknowledge and agree that the Purchased Assets shall be held by the Administrative Agent for the benefit of Buyers, as more particularly set forth in the Administration Agreement.
g. With respect to each Wet Mortgage Loan, by no later than the Wet Delivery Date, Seller shall cause the related Settlement Agent to deliver to the Custodian the remaining documents in the Asset File, as more particularly set forth in the Custodial Agreement.
Appears in 1 contract
Samples: Master Repurchase Agreement (Home Point Capital Inc.)
Program; Initiation of Transactions. a. On the initial Purchase Date, Administrative Agent on behalf of Buyers purchased the REO Subsidiary Interests. (a) From time to time, Seller may requestin the sole discretion of Buyers, and Administrative Agent (for the benefit of Buyers (iBuyers) will may facilitate the purchase by Buyers from Seller of certain Transaction Mortgage Loans and Contributed Assets that have been either originated by Seller or and/or purchased by Seller from other originators and (ii) may fund additional Purchase Price Increases in connection with the conveyance of Contributed REO Properties to the REO Subsidiary and the corresponding increases of the Purchase Price on account of the REO Subsidiary Interests. This Agreement is a commitment by Committed Buyer to enter into Transactions with Seller up to an aggregate amount equal to the Maximum Committed Purchase PriceParties. This Agreement is not a commitment by Administrative Agent on behalf of Buyers to enter into Transactions with Seller for amounts exceeding the Maximum Committed Purchase Price, but rather, rather sets forth the procedures to be used in connection with periodic requests for Administrative Agent on behalf of Buyers to enter into Transactions with Seller. Seller hereby acknowledges that, beyond the Maximum Committed Purchase Price, that Administrative Agent on behalf of Buyers is under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this Agreement; provided that once Administrative Agent for the benefit of Buyers and Seller enter into a Transaction with respect to one or more Transaction . All Purchased Mortgage Loans or and Contributed REO Properties that would in the aggregate exceed the Maximum Committed Purchase Price, Administrative Agent shall not require Seller to repurchase any such Transaction Mortgage Loans or Contributed REO Properties unless such repurchase is otherwise permitted by the terms of this Agreement. All Transaction Mortgage Loans Assets shall exceed or meet the Underwriting Asset Guidelines, and shall be serviced by Seller or Servicer, as applicable. The sum of the Aggregate Purchase Price-Base and the Aggregate Purchase Price-Incremental shall not exceed the Maximum Aggregate Purchase Price.
(b) From time to time Administrative Agent, on behalf of Buyers, may purchase the Underlying Entity Certificates from Seller. From time to time and in accordance with Section 3.c below, (i) any Seller Party may request and Administrative Agent, on behalf of Buyers, may fund additional Purchase Price Increases in connection with the acquisition of additional Contributed Assets by the applicable Underlying Entity and the corresponding increases of the Purchase Price on account of the Purchased Certificates; (ii) any Seller Party may request and Administrative Agent, on behalf of Buyers, may fund additional Purchase Price Increases in connection with a request to fund additional Purchase Price for a Purchased Asset or Contributed Asset that was not purchased at the full Asset Value on the original Purchase Date and (iii) any Seller Party may request and Administrative Agent, on behalf of Buyers, may fund additional Purchase Price Increases with respect to a HELOC in connection with a Draw. The aggregate Purchase Price of the Purchased Assets (adjusted for any Purchase Price Increases or reductions in Purchase Price, as applicable) subject to outstanding Transactions shall not exceed the Maximum Aggregate Purchase Price.
b. (c) Seller shall request that Administrative Agent enter into a Transaction with respect to Transaction Mortgage Loans by delivering (i) to Administrative Agent, a Transaction Request (A) one (1) Business Day prior to the proposed Purchase Date for Mortgage Loans that are not Wet‑Ink Mortgage Loans or (B) by 3:30 p.m. [***] (New York City time) on the proposed Purchase Date for Wet‑Ink all Mortgage Loans and (ii) to Administrative Agent and Custodian an Asset Schedule in accordance with the Custodial Agreement and (iii) to Administrative AgentSchedule, with respect to Wet-Ink Mortgage Loans and Correspondent Mortgage Loans, the Wire Instruction Data in accordance with the Custodial Agreement. In the event the Asset Schedule provided by a Seller Party contains erroneous computer data, is not formatted properly properly, or the computer fields are otherwise improperly aligned, Administrative Agent shall provide written or electronic notice to Seller describing such error and Seller shall correct the computer data, reformat reformat, or properly align the computer fields itself and resubmit the Asset Schedule as required herein.
(d) Upon transfer of a Purchased Certificate to Administrative Agent for the benefit of Buyers as set forth herein and until termination of such Transaction as set forth herein, ownership of such Purchased Certificate is vested in the Administrative Agent on behalf of Buyers, and record title to each Contributed Asset shall be retained by applicable Underlying Entity.
(e) With respect to a Simultaneously Funded Early Buyout Loan for which any Seller Party has submitted a Transaction Request, provided that the GNMA Haircut Amount has been remitted to the Administrative Agent, Administrative Agent shall remit the purchase price due to GNMA for such Simultaneously Funded Early Buyout Loan to Servicer. Such Seller Party shall cause Servicer to repurchase such Simultaneously Funded Early Buyout Loan from GNMA no later than the Business Day following the date of remittance of proceeds by Administrative Agent to Servicer. In the event that Servicer fails to repurchase such Simultaneously Funded Early Buyout Loan, such Seller Party shall cause Servicer to remit the Purchase Price for such Simultaneously Funded Early Buyout Loan to the Program Account within three (3) Business Days following the related Purchase Date. Notwithstanding the foregoing, when a Simultaneously Funded Early Buyout Loan is repurchased, the Purchase Date hereunder shall be deemed the date of remittance of proceeds by Administrative Agent to Servicer.
(f) Upon the satisfaction of the applicable conditions precedent set forth in Section 10 hereof, all of Seller Parties’ interest in the Repurchase Assets shall pass to Administrative Agent on behalf of Buyers on the Purchase Date, against the transfer of the Purchase Price to Seller Parties. Upon transfer of the Purchased Assets to Administrative Agent on behalf of Buyers as set forth in this Section and until termination of any related Transactions as set forth in Section 4 or 16 hereof, ownership of each Purchased Asset, including each document in the related Asset File and Records, is vested in the Buyers identified under the Administration Agreement. For the avoidance of doubt, the parties acknowledge and agree that the Purchased Assets shall be held by the Administrative Agent for the benefit of Buyers, as more particularly set forth in the Administration Agreement.
(g) With respect to each Wet Mortgage Loan, by no later than the Wet Delivery Date, Seller shall cause the related Settlement Agent to deliver to the Custodian the remaining documents in the Asset File, as more particularly set forth in the Custodial Agreement.
Appears in 1 contract
Samples: Master Repurchase Agreement (Home Point Capital Inc.)
Program; Initiation of Transactions. Section 3 of the Existing Repurchase Agreement is hereby amended by deleting subsection (a) in its entirety and replacing it with the following:
a. On the initial Purchase DateFrom time to time, Buyers and/or Administrative Agent on behalf of Buyers purchased the REO Subsidiary Interests. From time to time, Seller may request, and Administrative Agent for the benefit of Buyers (i) will facilitate the purchase by Buyers from Seller of certain Transaction Mortgage Loans that have been either originated by Seller or purchased by Seller from other originators and (ii) may fund additional Purchase Price Increases in connection with the conveyance of Contributed REO Properties to the REO Subsidiary and the corresponding increases of the Purchase Price on account of the REO Subsidiary Interestsoriginators. This Agreement is a commitment by Committed Buyer Buyers and Administrative Agent on behalf of Committed Buyers to enter into Transactions with Seller up to an aggregate amount equal to the Maximum Committed Purchase Price. This Agreement is not a commitment by Committed Buyers or Administrative Agent on behalf of Committed Buyers to enter into Transactions with Seller for amounts exceeding the Maximum Committed Purchase Price, but rather, sets forth the procedures to be used in connection with periodic requests for Buyers or Administrative Agent on behalf of Buyers to enter into Transactions with Seller. Seller hereby acknowledges that, beyond the Maximum Committed Purchase Price, neither any Buyer nor Administrative Agent on behalf of Buyers is under no any obligation to agree to enter into, or to enter into, any Transaction pursuant to this Agreement; provided that once Administrative Agent for the benefit of Buyers and Seller enter into a Transaction with respect to one or more Transaction Mortgage Loans or Contributed REO Properties that would in the aggregate exceed the Maximum Committed Purchase Price, Administrative Agent shall not require Seller to repurchase any such Transaction Mortgage Loans or Contributed REO Properties unless such repurchase is otherwise permitted by the terms of this Agreement. All Transaction Purchased Mortgage Loans shall exceed or meet the Underwriting Guidelines, and shall be serviced by Seller or a Servicer, as applicable. The aggregate Purchase Price sum of (i) the Purchased Assets (adjusted for any Purchase Price Increases or reductions in Aggregate Purchase Price, as applicable-Base of Purchased Mortgage Loans subject to outstanding Transactions and (ii) the Aggregate Purchase Price-Incremental for all Non-Participated Purchase Price-Incremental shall not exceed the Maximum Aggregate Purchase Price. The Aggregate Purchase Price-Incremental of Purchased Mortgage Loans subject to outstanding Transactions shall not exceed the Maximum Aggregate Purchase Price-Incremental.
b. Seller shall request that Administrative Agent enter into a Transaction with respect to Transaction Mortgage Loans by delivering (i) to Administrative Agent, a Transaction Request (A) one (1) Business Day prior to the proposed Purchase Date for Mortgage Loans that are not Wet‑Ink Mortgage Loans or (B) by 3:30 p.m. (New York City time) on the proposed Purchase Date for Wet‑Ink Mortgage Loans and (ii) to Administrative Agent and Custodian an Asset Schedule in accordance with the Custodial Agreement and (iii) to Administrative Agent, with respect to Wet-Ink Mortgage Loans and Correspondent Mortgage Loans, the Wire Instruction Data in accordance with the Custodial Agreement. In the event the Asset Schedule provided by Seller contains erroneous computer data, is not formatted properly or the computer fields are otherwise improperly aligned, Administrative Agent shall provide written or electronic notice to Seller describing such error and Seller shall correct the computer data, reformat or properly align the computer fields itself and resubmit the Asset Schedule as required herein.
Appears in 1 contract
Samples: Master Repurchase Agreement (Caliber Home Loans, Inc.)
Program; Initiation of Transactions. a. The Buyer previously purchased the Trust Certificates from Seller. On the initial Purchase DateDate under this Agreement, Administrative Agent on behalf of Buyers purchased the Buyer will purchase the REO Subsidiary Interests. From time to time, Seller may request, and Administrative Agent for the benefit of Buyers (i) will facilitate the purchase by Buyers from Seller of certain Transaction Mortgage Loans that have been either originated by Seller or purchased by Seller from other originators and (ii) may fund additional Purchase Price Increases in connection with the conveyance of Contributed REO Properties to the REO Subsidiary Certificates and the corresponding increases of SFR Certificates from the Purchase Price on account of the REO Subsidiary Interestsapplicable Sellers. This Agreement is a commitment by Committed Buyer to enter into Transactions and Purchase Price Increases with Seller up to Sellers for an aggregate amount equal up to the Maximum Committed Available Purchase Price. This Agreement is not a commitment by Administrative Agent on behalf of Buyers Buyer to enter into Transactions or Purchase Price Increases with each Seller for amounts exceeding the Maximum Committed Available Purchase Price, but rather, sets forth the procedures to be used in connection with periodic requests for Administrative Agent on behalf of Buyers Buyer to enter into such Transactions or Purchase Price Increases with SellerSellers. Seller Sellers hereby acknowledges that, beyond the Maximum Committed Purchase Price, Administrative Agent on behalf of Buyers that Buyer is under no obligation to agree to enter into, or to enter into, any Transaction or Purchase Price Increase pursuant to this Agreement; provided that once Administrative Agent for Agreement to the benefit of Buyers and Seller enter into a extent such Transaction with respect or Purchase Price Increase would cause the Purchase Price to one or more Transaction Mortgage Loans or Contributed REO Properties that would in the aggregate exceed the Maximum Committed Available Purchase Price, Administrative Agent shall not require Seller to repurchase any such Transaction . All Contributed Mortgage Loans or Contributed REO Properties unless such repurchase is otherwise permitted by the terms of this Agreement. All Transaction Mortgage Loans shall exceed or meet the Underwriting Guidelines, and shall be serviced by Seller or Servicer, as applicableServicers. All Contributed Rental Properties and Contributed REO Properties shall be managed by the Property Manager. The aggregate Purchase Price (including Purchase Price Increases) of the Purchased Assets (adjusted for any Purchase Price Increases or reductions in Purchase Price, as applicable) subject to outstanding Transactions shall not exceed the Maximum Aggregate Available Purchase Price.
b. Any Seller shall request that Administrative Agent Buyer enter into a Transaction with respect to Transaction Mortgage Loans or Purchase Price Increase by delivering (i) to Administrative AgentBuyer, a Transaction Request (ARequest, BPO valuation and valuation date for each Eligible Mortgage Loan, Eligible Rental Property or Eligible REO Property, as applicable, summary results of due diligence delivered in connection with Section 10(a) one (1) Business Day prior of this Agreement, compliance diligence information and upon request of Buyer, a copy of the BPO and BPO results, in each case in the format mutually agreed to the proposed Purchase Date for Mortgage Loans that are not Wet‑Ink Mortgage Loans by Buyer and Seller on or (B) by 3:30 before 12:00 p.m. (New York City time) on three (3) Business Days prior to the proposed Purchase Date for Wet‑Ink or Purchase Price Increase Date, as applicable; provided that if such Eligible REO Property or Eligible Rental Property is related to an Eligible Mortgage Loans Loan, each Seller shall not be required to deliver an additional BPO at the time of such Purchase Price Increase, - 27 - and either (iii) to Administrative Agent Buyer and Custodian an a Request for Certification and related Asset Schedule Schedule, in accordance with the Custodial Agreement and or (iiiii) to Administrative Agentthe extent that such Purchase Price Increase is a result of a change of Category for an Eligible Mortgage Loan to an Eligible REO Property or Eligible Rental Property or an Eligible REO Property to an Eligible Rental Property, with respect to Wet-Ink Mortgage Loans and Correspondent Mortgage Loans, the Wire Instruction Data evidence of such change in accordance with the Custodial AgreementCategory. In the event the Asset Schedule provided by any Seller contains erroneous computer data, is not formatted properly or the computer fields are otherwise improperly aligned, Administrative Agent Buyer shall provide written or electronic notice to each Seller describing such error and each Seller shall correct the computer data, reformat or properly align the computer fields itself and resubmit the Asset Schedule as required herein. Buyer shall review and advise each Seller in writing of Buyer’s Market Value within two (2) Business Days of receipt of a Transaction Request or Purchase Price Increase Request, as applicable. Upon Buyer and any Seller’s mutual agreement of the Market Value, Buyer and any Seller shall enter into a Transaction or Purchase Price Increase, as applicable, within one (1) Business Day of such agreement as set forth in Section 3(e) hereto.
c. Upon transfer of the Purchased Certificates to Buyer as set forth herein and until termination of such Transaction as set forth herein, ownership of the Purchased Certificates is vested in the Buyer, and record title (i) to each Contributed REO Property shall be retained by a Trust Subsidiary or REO Subsidiary, as applicable, (ii) to each Contributed Mortgage Loan shall be retained by a Trust Subsidiary and (iii) each Contributed Rental Property shall be retained by the SFR Subsidiary in accordance with the terms of the applicable Trust Agreement or SPE Agreement, as applicable.
Appears in 1 contract
Samples: Master Repurchase Agreement (Altisource Residential Corp)
Program; Initiation of Transactions. a. On the initial Purchase Date, Administrative Agent on behalf of Buyers purchased the REO Subsidiary Interests. From time to time, Seller may request, and Administrative Agent for the benefit of Buyers (i) Buyer will facilitate the purchase by Buyers from Seller of certain Transaction Mortgage Loans that have been either originated by Seller or purchased by Seller from other originators and (ii) may fund additional Purchase Price Increases in connection with the conveyance of Contributed REO Properties to the REO Subsidiary and the corresponding increases of the Purchase Price on account of the REO Subsidiary Interests. This Agreement is a commitment by Committed Buyer to enter into Transactions with Seller up to an aggregate amount equal to the Maximum Committed Purchase Price. This Agreement is not a commitment by Administrative Agent on behalf of Buyers to enter into Transactions with Seller for amounts exceeding the Maximum Committed Purchase Price, but rather, sets forth the procedures to be used in connection with periodic requests for Administrative Agent on behalf of Buyers to enter into Transactions with Seller. Seller hereby acknowledges that, beyond the Maximum Committed Purchase Price, Administrative Agent on behalf of Buyers is under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this Agreement; provided that once Administrative Agent for the benefit of Buyers and Seller enter into a Transaction with respect to one or more Transaction Mortgage Loans or Contributed REO Properties that would in the aggregate exceed the Maximum Committed Purchase Price, Administrative Agent shall not require Seller to repurchase any such Transaction Mortgage Loans or Contributed REO Properties unless such repurchase is otherwise permitted by the terms of this Agreementoriginators. All Transaction Purchased Mortgage Loans shall exceed or meet the Underwriting Guidelines, and shall be serviced by Seller or Servicer, as applicable. The aggregate Purchase Price of the Purchased Assets (adjusted for any Purchase Price Increases or reductions in Purchase Price, as applicable) Mortgage Loans subject to outstanding Transactions shall not exceed the Maximum Aggregate Purchase Price.
b. Seller shall request that Administrative Agent Buyer enter into a Transaction with respect to Transaction Mortgage Loans by delivering (i) to Administrative AgentBuyer, a Transaction Request (A) one (1) Business Day prior to the proposed Purchase Date for Mortgage Loans that are not Wet‑Ink Wet-Ink Mortgage Loans or (B) by 3:30 p.m. (New York City time) on the proposed Purchase Date for Wet‑Ink Wet-Ink Mortgage Loans and (ii) to Administrative Agent Buyer and Custodian an Asset a Mortgage Loan Schedule in accordance with the Custodial and Disbursement Agreement and (iii) to Administrative Buyer and Disbursement Agent, with respect to Wet-Ink Mortgage Loans and Correspondent Mortgage Loans, the Wire Instruction Data in accordance with the Custodial and Disbursement Agreement. In the event the Asset Mortgage Loan Schedule provided by Seller contains erroneous computer data, is not formatted properly or the computer fields are otherwise improperly aligned, Administrative Agent Buyer shall provide written or electronic notice to Seller describing such error and Seller shall correct the computer data, reformat or properly align the computer fields itself and resubmit the Asset Mortgage Loan Schedule as required herein.
c. With respect to each Exception Mortgage Loan, upon receipt of the Transaction Request, Buyer shall, consistent with this Agreement, specify the terms for such proposed Transaction, including the Purchase Price, the Pricing Rate, the Market Value, the Asset Value and the Repurchase Date in respect of such Transaction. The terms thereof shall be set forth in the Purchase Confirmation to be delivered to Seller on or prior to the Purchase Date.
d. With respect to each Exception Mortgage Loan, the Purchase Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Purchase Confirmation relates, and Seller’s acceptance of the related proceeds shall constitute Seller’s agreement to the terms of such Purchase Confirmation. It is the intention of the parties that, with respect to each Exception Mortgage Loan, each Purchase Confirmation shall not be separate from this Agreement but shall be made a part of this Agreement. In the event of any conflict between this Agreement and, with respect to each Exception Mortgage Loan, a Purchase Confirmation, the terms of the Purchase Confirmation shall control with respect to the related Transaction.
e. Upon the satisfaction of the applicable conditions precedent set forth in Section 10 hereof, all of Seller’s interest in the Repurchase Assets shall pass to Buyer on the Purchase Date, against the transfer of the Purchase Price to Seller. Upon transfer of the Mortgage Loans to Buyer as set forth in this Section and until termination of any related Transactions as set forth in Sections 4 or 16 of this Agreement, ownership of each Mortgage Loan, including each document in the related Mortgage File and Records, is vested in Buyer; provided that, prior to the recordation by the Custodian as provided for in the Custodial and Disbursement Agreement record title in the name of Seller to each Mortgage shall be retained by Seller in trust, for the benefit of Buyer, for the sole purpose of facilitating the servicing and the supervision of the servicing of the Mortgage Loans.
f. With respect to each Wet-Ink Mortgage Loan, (i) Seller shall wire the Haircut Amount to the Operating Account in accordance with the Custodial and Disbursement Agreement and (ii) by no later than the Wet-Ink Delivery Date, Seller shall cause the related Settlement Agent to deliver to the Custodian the remaining documents in the Mortgage File, as more particularly set forth in the Custodial and Disbursement Agreement.
Appears in 1 contract
Samples: Master Repurchase Agreement (Walter Investment Management Corp)
Program; Initiation of Transactions. a. The Administrative Agent previously purchased the Trust Certificates, REO Certificates and the SFR Certificates from the Original Sellers. On the initial Purchase Effective Date, Administrative Agent on behalf of Buyers purchased the REO Subsidiary Interests. From time to time, Seller may request, and Administrative Agent for the benefit of Buyers (i) will facilitate the purchase by Buyers Trust Certificates from Seller of certain Transaction Mortgage Loans that have been either originated by L and Seller or purchased by Seller from other originators and (ii) may fund additional Purchase Price Increases in connection with the conveyance of Contributed REO Properties to the REO Subsidiary and the corresponding increases of the Purchase Price on account of the REO Subsidiary Interests. This Agreement is a commitment by Committed Buyer to enter into Transactions with Seller up to an aggregate amount equal to the Maximum Committed Purchase Price. S. This Agreement is not a commitment by Administrative Agent on behalf of Buyers to enter into Transactions or Purchase Price Increases with Seller for amounts exceeding the Maximum Committed Purchase Priceany Seller, but rather, sets forth the procedures to be used in connection with periodic requests for Administrative Agent on behalf of Buyers to enter into such Transactions or Purchase Price Increases with SellerSellers. Each Seller hereby acknowledges that, beyond the Maximum Committed Purchase Price, that Administrative Agent on behalf of Buyers is under no obligation to agree to enter into, or to enter into, any Transaction or Purchase Price Increase pursuant to this Agreement; provided that once Administrative Agent for the benefit of Buyers and Seller enter into a Transaction with respect to one or more Transaction . All Contributed Mortgage Loans or Contributed REO Properties that would in the aggregate exceed the Maximum Committed Purchase Price, Administrative Agent shall not require Seller to repurchase any such Transaction Mortgage Loans or Contributed REO Properties unless such repurchase is otherwise permitted by the terms of this Agreement. All Transaction Mortgage Loans shall exceed or meet the Underwriting Guidelines, and shall be serviced by Seller or Servicer, as applicableServicers. All Contributed Rental Properties and Contributed REO Properties shall be managed by the Property Manager. The aggregate Purchase Price (including Purchase Price Increases) of the Purchased Assets (adjusted for any Purchase Price Increases or reductions in Purchase Price, as applicable) subject to outstanding Transactions shall not exceed the Maximum Aggregate Available Purchase Price.
b. Any Seller shall request that Administrative Agent on behalf of Buyers enter into a Transaction with respect to Transaction Mortgage Loans or Purchase Price Increase by delivering (i) to Administrative Agent, a Transaction Request (Aor Purchase Price Increase Request, as applicable, BPO valuation and valuation date for each Eligible Mortgage Loan, Eligible Rental Property or Eligible REO Property, as applicable, summary results of due diligence delivered in connection with Section 10(a) one (1) Business Day prior of this Agreement, compliance diligence information and upon request of Administrative Agent, a copy of the BPO and BPO results, in each case in the format mutually agreed to the proposed Purchase Date for Mortgage Loans that are not Wet‑Ink Mortgage Loans by Administrative Agent and Seller on or (B) by 3:30 before 12:00 p.m. (New York City time) on three (3) Business Days prior to the proposed Purchase Date for Wet‑Ink or Purchase Price Increase Date, as applicable; provided that if such Eligible REO Property or Eligible Rental Property is related to an Eligible Mortgage Loans Loan, each Seller shall not be required to deliver an additional BPO at the time of such Purchase Price Increase, and either (iii) to Administrative Agent and Custodian an a Request for Certification and related Asset Schedule Schedule, in accordance with the Custodial Agreement and or (iiiii) to Administrative Agentthe extent that such Purchase Price Increase is a result of a change of Category for an Eligible Mortgage Loan to an Eligible REO Property or Eligible Rental Property or an Eligible REO Property to an Eligible Rental Property, with respect to Wet-Ink Mortgage Loans and Correspondent Mortgage Loans, the Wire Instruction Data evidence of such change in accordance with the Custodial AgreementCategory. In the event the Asset Schedule provided by any Seller contains erroneous computer data, is not formatted properly or the computer fields are otherwise improperly aligned, Administrative Agent shall provide written or electronic notice to each Seller describing such error and such Seller shall correct the computer data, reformat or properly align the computer fields itself and resubmit the Asset Schedule as required herein. Administrative Agent shall review and advise each Seller in writing of Buyer’s Market Value within two (2) Business Days of receipt of a Transaction Request or Purchase Price Increase Request, as applicable. Upon Administrative Agent and a Seller’s mutual agreement of the Market Value, Administrative Agent on behalf of Buyers and such Seller shall enter into a Transaction or Purchase Price Increase, as applicable, within one (1) Business Day of such agreement as set forth in Section 3(e) hereto.
c. Upon transfer of the Purchased Certificates to Administrative Agent for the benefit of Buyers as set forth herein and until termination of such Transaction as set forth herein, ownership of the Purchased Certificates is vested in the Administrative Agent on behalf of Buyers, and record title (i) to each Contributed REO Property shall be retained by a Trust Subsidiary or REO Subsidiary, as applicable, (ii) to each Contributed Mortgage Loan shall be retained by a Trust Subsidiary and (iii) each Contributed Rental Property shall be retained by the SFR Subsidiary in accordance with the terms of the applicable Trust Agreement or SPE Agreement, as applicable.
Appears in 1 contract
Samples: Master Repurchase Agreement (Altisource Residential Corp)