Security Release Certification. Effective as of [DATE] [ ] hereby relinquishes any and all right, title and interest it may have in and to the Loans described in Exhibit A attached hereto upon purchase thereof by Citibank, N.A. (“Buyer”) from Seller named below pursuant to that certain Master Repurchase Agreement, dated as of March 24, 2010 as of the date and time of receipt by [ ] of $ for such Loans (the “Date and Time of Sale”) and certifies that all notes, mortgages, assignments and other documents in its possession relating to such Loans have been delivered and released to the Seller named below or its designees as of the Date and Time of Sale. Name and Address of Lender: [Custodian] [ ] For Credit Account No. [ ] Attention: [ ] Phone: [ ] Further Credit – [ ] [NAME OF WAREHOUSE LENDER] By: Name: Title: Seller named below hereby certifies to Buyer that, as of the Date and Time of Sale of the above mentioned Loans to Buyer, the security interests in the Loans released by the above named corporation comprise all security interests relating to or affecting any and all such Loans. Seller warrants that, as of such time, there are and will be no other security interests affecting any or all of such Loans. [SELLER] By: Name: Title: EXHIBIT TO SECURITY RELEASE CERTIFICATION [List of Loans] EXHIBIT L ASSET/COMMITMENT LP AMOUNT SCHEDULE [to be inserted]
Appears in 1 contract
Security Release Certification. Effective In accordance with the provisions below and effective as of [DATE] [ ] (“[ ]”) hereby relinquishes any and all right, title and interest it may have in and to the Loans described in Exhibit Annex A attached hereto upon purchase thereof by Citibank, N.A. the [ ] (“Buyer”) from the Seller named below pursuant to that certain Master Repurchase Agreement, dated as of March 24[ ] (as amended, 2010 restated, supplemented or otherwise modified from time to time, the “Repurchase Agreement”) as of the date and time of receipt by [ ] of $ an amount at least equal to the amount then due to [ ] as set forth on Annex A for such Loans (the “Date and Time of Sale”) and certifies that all notes, mortgages, assignments and other documents in its possession relating to such Loans have been delivered and shall be released to the Seller named below or its designees as of the Date and Time of Sale. Capitalized terms used but not defined herein shall have the meanings assigned thereto in the Repurchase Agreement. Name and Address of Lender: [Custodian] [ ] For Credit Account No. [ ] Attention: [ ] Phone: [ ] Further Credit – — [ ] [NAME OF WAREHOUSE LENDER] By: Name: Title: The Seller named below hereby certifies to Buyer that, as of the Date and Time of Sale of the above mentioned Loans to Buyer, the security interests in the Loans released by the above named corporation comprise all security interests relating to or affecting in any and all such Loans. The Seller warrants that, as of such time, there are and will be no other security interests affecting in any or all of such Loans. [SELLER] QUICKEN LOANS, LLC By: Name: Title: EXHIBIT ANNEX TO SECURITY RELEASE CERTIFICATION [List of Loans and amounts due] EXHIBIT E FORM OF SERVICER ACKNOWLEDGMENT [ ], 20[ ] Quicken Loans, LLC 0000 Xxxxxxxx Xxx. Detroit, Michigan 48226 Attention: Xxxxx Xxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: XxxxxXxxxx@xxxxxxxxxxxx.xxx RE: Master Repurchase Agreement, dated as of June 12, 2020 (as amended, modified and/or restated, the “Underlying Repurchase Agreement”), between Quicken Loans, LLC, as seller (“Underlying Seller”) and Jefferies Funding LLC, as buyer (in such capacity, “Underlying Buyer”) and Master Repurchase Agreement, dated as of [ ], 20[ ] (as amended, modified and/or restated, the “[ ] Repurchase Agreement”; together with the Underlying Repurchase Agreement, collectively, the “Sale Agreements”), between Jefferies Funding LLC, as seller and [ ], as buyer (“[ ] Buyer”) Ladies and Gentlemen: Pursuant to and subject to the terms and conditions in the Underlying Repurchase Agreement, the Underlying Seller has sold and will sell, from time to time, all of its right, title and interest in and to certain mortgage loans (the “Mortgage Loans”). The Mortgage Loans relating to this servicer acknowledgment (this “Servicer Acknowledgment”) are referred to herein as the “Purchased Loans”. Pursuant to the Underlying Repurchase Agreement, the Underlying Seller has agreed to service the Purchased Loans (in such capacity, the “Servicer”) for the benefit of the Underlying Buyer on the terms and conditions set forth in the Underlying Repurchase Agreement. The Servicer is hereby notified of, and agrees to comply with, the following: On the date hereof, the Underlying Buyer has sold and transferred all of its right, title and interest in and to the Purchased Loans to the [ ] Buyer under the [ ] Repurchase Agreement. Further, the [ ] Buyer has assigned and granted a security interest in all of its rights, title and interest in such Purchased Loans and certain other assets to [ ]as indenture trustee (the “Indenture Trustee”) as collateral for the issuance of [ ] Notes, Series [ ](the “[ ] Notes”) pursuant to the Indenture dated as of [ ], 20[ ] (the “Indenture”) among the [ ] Buyer, the Indenture Trustee and [ ], as Standby Servicer (in such capacity, the “Standby Servicer”). The foregoing arrangement is referred to herein as the “[ ] Financing”. On each business day, the Indenture Trustee shall electronically provide the Servicer (at the email addresses set forth on Annex A which may be updated from time to time by the Servicer) with a schedule of Purchased Loans subject to the [ ] Financing. In connection with the foregoing, the Servicer hereby acknowledges and agrees that, notwithstanding anything to the contrary in the Underlying Repurchase Agreement or in any other agreement with respect to any Purchased Loan, (i) the Servicer is servicing the Purchased Loans for the joint benefit of the [ ] Buyer and the Indenture Trustee and (ii) the [ ] Buyer, the Standby Servicer and the Indenture Trustee are expressly intended to be a third party beneficiary under the [ ] Repurchase Agreement. Until such time that the Servicer has received written notice from the Indenture Trustee of the occurrence and continuance of an event of default under the Indenture (an “Indenture Event of Default”) or the occurrence and continuance of an event of default under the [ ]Repurchase Agreement (a “Repo Event of Default”), the Servicer hereby acknowledges and agrees that it shall cause all Income received by the Servicer on account of the Purchased Loans to be remitted as provided in the Underlying Repurchase Agreement. An Indenture Event of Default or a Repo Event of Default are referred to herein as an “Event of Default”. The Servicer agrees to deliver directly to the [ ] Buyer, the Standby Servicer and the Indenture Trustee, at the notice address provided herein (or such other email addresses as may hereafter be provided to the Servicer by the [ ] Buyer, the Standby Servicer or the Indenture Trustee), all servicing statements, reports and other information with respect [only to the Purchased Loans] EXHIBIT L ASSET/COMMITMENT LP AMOUNT SCHEDULE [that the Servicer is required to deliver to the Underlying Buyer under the Underlying Repurchase Agreement, on the same date such information is required to be inserteddelivered to the Underlying Buyer. Upon the occurrence of an Event of Default, the Indenture Trustee shall provide written notice thereof to the Underlying Seller and the Servicer. Upon receipt of such written notice from the Indenture Trustee, the Underlying Seller shall have the right to purchase the Purchased Loans from the [ ] Buyer at the Repurchase Price (as defined in the Underlying Repurchase Agreement) for such Purchased Loans (calculated pursuant to the Underlying Repurchase Agreement) within 30 days of the receipt of such notice. If the Underlying Seller exercises its right to repurchase its Purchased Loans, it shall remit the Repurchase Price to the Indenture Trustee to the Payment Account (as defined in the Indenture), which account is more particularly described on Exhibit A hereof. Upon remittance of the Repurchase Price to the Indenture Trustee as set forth in this paragraph, (i) the Underlying Seller shall automatically become the owner of the Purchased Loans and the servicing rights related thereto and all Obligations of Underlying Seller under the Underlying Repurchase Agreement shall cease to exist other than those that by their express terms survive, (ii) [ ], the [ ] Buyer and the Indenture Trustee shall automatically cease to have any right, title or interest in such Purchased Loans and the servicing rights related thereto, and (iii) [ ], the [ ] Buyer and the Indenture Trustee each hereby agrees to perform all acts and take all actions as may be reasonably requested by the Underlying Seller so that such Purchased Loans, the servicing rights related thereto and all files and documents relating to such Purchased Loans are returned and/or assigned to Underlying Seller. [ ] expressly agrees that neither the exercise by the Underlying Seller of its rights under this paragraph nor any other provision of this agreement shall relieve [ ] of responsibility or liability for any breach of the Underlying Repurchase Agreement. To the extent that the Underlying Seller fails to exercise its right to repurchase its Purchased Loans following the occurrence of an Event of Default, the Indenture Trustee may (i) sell its right to the Purchased Loans on a servicing released basis and upon such sale all Obligations of Underlying Seller under the Underlying Repurchase Agreement shall cease to exist other than those that by their express terms survive, (ii) terminate the Servicer as the servicer of the Purchased Loans with or without cause, in each case without payment of any termination fee, (iii) transfer servicing of the Purchased Loans to the Standby Servicer or another successor Servicer, at no cost or expense to the Servicer or (iv) exercise any rights of the Underlying Buyer as set forth in Section 31 of the Underlying Repurchase Agreement. In addition, to the extent the Underlying Seller fails to exercise its right to repurchase its Purchased Loans following the occurrence of an Event of Default, the Servicer shall cooperate, at no cost or expense of the Servicer, with and follow the instructions of the Indenture Trustee (or the successor Servicer on behalf of the Indenture Trustee) without any further consent from the Underlying Buyer, the [ ] Buyer or any other Person, with respect to the Purchased Loans and shall deliver to the Indenture Trustee and the successor Servicer, at no cost or expense of the Servicer, any information with respect to the Purchased Loans requested by such party to the extent such information is in the possession of or otherwise reasonably accessible to the Servicer and the Servicer is not prohibited by any applicable law, rule, regulation from providing the same . In the event that the Indenture Trustee does not elect to terminate the Servicer as servicer with respect to the Purchased Loans, the Servicer shall continue to service the Purchased Loans in accordance with the Underlying Repurchase Agreement as supplemented by this Servicer Acknowledgment. To the extent that the Underlying Seller fails to exercise its right to repurchase its Purchased Loans following the occurrence of an Event of Default, the Servicer shall remit all Income received in respect of the Purchased Loans to a segregated collection account (each, a “Servicer Collection Account”) in trust for the benefit of the Indenture Trustee on behalf of the Noteholders. In addition, on the [ ] day of each calendar month (or, if such day is not a business day, the immediately preceding business day), the Servicer shall remit all Income received in respect of the Purchased Loans to the Payment Account (as defined in the Indenture) described on Exhibit A hereof. Subject to the Servicer’s right to receive (and withhold from remittances) any amounts due to it under the Underlying Repurchase Agreement in respect of servicing fees and reimbursement of advances (to the extent required to be made by the Servicer pursuant to the Underlying Repurchase Agreement), the Servicer acknowledges that all Income collected in respect of the Purchased Loans (following the occurrence of an Event of Default and the failure of the Underlying Seller to exercise its right to repurchase its Purchased Loans), whether or not deposited into the Servicer Collection Account is held for the benefit of Indenture Trustee on behalf of the Noteholders. Notwithstanding any contrary information or direction which may be delivered to the Servicer by the Underlying Buyer, the [ ] Buyer or any other Person, the Servicer may conclusively rely on any information, direction or notice of an Event of Default delivered by the Indenture Trustee without any independent investigation or inquiry, and the Underlying Buyer shall indemnify and hold the Servicer harmless for any and all claims asserted against Servicer for any actions taken in good faith by the Servicer in connection with the delivery of such information or notice of an Event of Default. No provision of this Servicer Acknowledgment or the Borrower Payment Instructions for any Purchased Loan may be amended, countermanded or otherwise modified without the prior written consent of the Indenture Trustee. This Servicer Acknowledgment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Any person into which a party may be merged or consolidated (or any person resulting from any merger or consolidation involving such party), any person resulting from a change in form of a party or any person succeeding to the business of such party shall be considered the “successor” of such party hereunder and shall be considered a party hereto without the execution or filing of any paper or any further act or consent on the part of any party hereto. For so long as the [ ] Notes are outstanding, Servicer agrees that in connection with any assignment or transfer of its rights and obligations under this Agreement or the Underlying Repurchase Agreement, the successor servicer shall be required to assume the rights and obligations of the Servicer under this Servicer Acknowledgment. Please acknowledge receipt and your agreement to the terms of this instruction letter by signing in the signature block below and forwarding an executed copy to all of the other parties hereto promptly upon receipt. Any notices should be delivered to the following address:
Appears in 1 contract
Samples: Master Repurchase Agreement (Rocket Companies, Inc.)
Security Release Certification. Effective In accordance with the provisions below and effective as of [DATE] [ ] (“[ ]”) hereby relinquishes any and all right, title and interest it may have in and to the Loans described in Exhibit Annex A attached hereto upon purchase thereof by Citibank, N.A. (the “Buyer”) from the Seller named below pursuant to that certain Master Repurchase Agreement, dated as of March 24September 4, 2010 2019 (as amended, restated, supplemented or otherwise modified from time to time, the “Repurchase Agreement”) as of the date and time of receipt by [ ] of $ an amount at least equal to the amount then due to [ ] as set forth on Annex A for such Loans (the “Date and Time of Sale”) and certifies that all notes, mortgages, assignments and other documents in its possession relating to such Loans have been delivered and shall be released to the Seller named below or its designees as of the Date and Time of Sale. Capitalized terms used but not defined herein shall have the meanings assigned thereto in the Repurchase Agreement. Name and Address of Lender: [Custodian] [ ] For Credit Account No. [ ] Attention: [ ] Phone: [ ] Further Credit – — [ ] [NAME OF WAREHOUSE LENDER] By: Name: Title: The Seller named below hereby certifies to Buyer that, as of the Date and Time of Sale of the above mentioned Loans to Buyer, the security interests in the Loans released by the above named corporation comprise all security interests relating to or affecting in any and all such Loans. The Seller warrants that, as of such time, there are and will be no other security interests affecting in any or all of such Loans. [SELLER] QUICKEN LOANS INC. By: Name: Title: EXHIBIT ANNEX TO SECURITY RELEASE CERTIFICATION [List of Loans] EXHIBIT L ASSET/COMMITMENT LP AMOUNT SCHEDULE [to be insertedLoans and amounts due]
Appears in 1 contract
Samples: Master Repurchase Agreement (Rocket Companies, Inc.)
Security Release Certification. Effective In accordance with the provisions below and effective as of [DATE] [ ] (“[ ]”) hereby relinquishes any and all right, title and interest it may have in and to the Loans described in Exhibit Annex A attached hereto upon purchase thereof by CitibankXxxxxx Xxxxxxx Bank, N.A. N.A (“Buyer”) from Seller named below pursuant to that certain Master Repurchase Agreement, dated as of March 24October 17, 2010 2019 (as amended, restated, supplemented or otherwise modified from time to time, the “Repurchase Agreement”) by and among Quicken Loans Inc. (the “Seller”), Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (the “Agent”) and Xxxxxx Xxxxxxx Bank, N.A. (the “Buyer”), as of the date and time of receipt by [ ] of $ an amount at least equal to the amount then due to [ ] as set forth on Annex A for such Loans (the “Date and Time of Sale”) and certifies that all notes, mortgages, assignments and other documents in its possession relating to such Loans have been delivered and shall be released to the Seller named below or its designees as of the Date and Time of Sale. Capitalized terms used but not defined herein shall have the meanings assigned thereto in the Repurchase Agreement. Name and Address of Lender: [Custodian] [ ] For Credit Account No. [ ] Attention: [ ] Phone: [ ] Further Credit – — [ ] [NAME OF WAREHOUSE LENDER] By: Name: Title: Seller named below hereby certifies to Buyer that, as of the Date and Time of Sale of the above mentioned Loans to Buyer, the security interests in the Loans released by the above named corporation comprise all security interests relating to or affecting in any and all such Loans. Seller warrants that, as of such time, there are and will be no other security interests affecting in any or all of such Loans. [SELLER] QUICKEN LOANS INC. By: Name: Title: EXHIBIT ANNEX TO SECURITY RELEASE CERTIFICATION [List of Loans] EXHIBIT L ASSET/COMMITMENT LP AMOUNT SCHEDULE [to be insertedLoans and amounts due]
Appears in 1 contract
Samples: Master Repurchase Agreement (Rocket Companies, Inc.)
Security Release Certification. Effective In accordance with the provisions below and effective as of [DATE] [ ] (“[ ]”) hereby relinquishes any and all right, title and interest it may have in and to the Loans described in Exhibit Annex A attached hereto upon purchase thereof by Citibank, N.A. the Royal Bank of Canada (“Buyer”) from the Seller named below pursuant to that certain Master Repurchase Agreement, dated as of March 24July 29, 2010 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Repurchase Agreement”) as of the date and time of receipt by [ ] of $ an amount at least equal to the amount then due to [ ] as set forth on Annex A for such Loans (the “Date and Time of Sale”) and certifies that all notes, mortgages, assignments and other documents in its possession relating to such Loans have been delivered and shall be released to the Seller named below or its designees as of the Date and Time of Sale. Capitalized terms used but not defined herein shall have the meanings assigned thereto in the Repurchase Agreement. Name and Address of Lender: [Custodian] [ ] For Credit Account No. [ ] Attention: [ ] Phone: [ ] Further Credit – [ ] [NAME OF WAREHOUSE LENDER] By: Name: Title: The Seller named below hereby certifies to Buyer that, as of the Date and Time of Sale of the above mentioned Loans to Buyer, the security interests in the Loans released by the above named corporation comprise all security interests relating to or affecting in any and all such Loans. The Seller warrants that, as of such time, there are and will be no other security interests affecting in any or all of such Loans. [SELLER] QUICKEN LOANS INC. By: Name: Title: EXHIBIT ANNEX TO SECURITY RELEASE CERTIFICATION [List of Loans] EXHIBIT L ASSET/COMMITMENT LP AMOUNT SCHEDULE [to be insertedLoans and amounts due]
Appears in 1 contract
Samples: Master Repurchase Agreement (Rocket Companies, Inc.)
Security Release Certification. Effective as of [DATE] [ ] hereby relinquishes any and all right, title and interest it may have in and to the Loans described in Exhibit A attached hereto upon purchase thereof by Citibank, N.A. (“Buyer”) from Seller named below pursuant to that certain Master Repurchase Agreement, dated as of March 24July 26, 2010 2011 as of the date and time of receipt by [ ] of $ for such Loans (the “Date and Time of Sale”) and certifies that all notes, mortgages, assignments and other documents in its possession relating to such Loans have been delivered and released to the Seller named below or its designees as of the Date and Time of Sale. Name and Address of Lender: [Custodian] [ ] For Credit Account No. [ ] Attention: [ ] Phone: [ ] Further Credit – [ ] [NAME OF WAREHOUSE LENDER] By: Name: Title: Seller named below hereby certifies to Buyer that, as of the Date and Time of Sale of the above mentioned Loans to Buyer, the security interests in the Loans released by the above named corporation [corporation] comprise all security interests relating to or affecting any and all such Loans. Seller warrants that, as of such time, there are and will be no other security interests affecting any or all of such Loans. [SELLER] By: Name: Title: EXHIBIT TO SECURITY RELEASE CERTIFICATION [List of Loans] EXHIBIT L ASSET/COMMITMENT LP AMOUNT SCHEDULE [***] Confidential portions of this document have been redacted and filed separately with the Commission. EXECUTION VERSION ADDENDUM TO MASTER REPURCHASE AGREEMENT COMMITTED SUBLIMIT FOR MORTGAGE LOANS ORIGINATED IN NEW YORK THIS ADDENDUM (the “Addendum”) is made and entered into as of July 26, 2011 and supplements that certain Master Repurchase Agreement between xxxxXxxxx.xxx, LLC, a Delaware limited liability company as seller (“Seller”) and CITIBANK, N.A., a national banking association (as may be amended from time to be inserted]time, the “Repurchase Agreement”). Capitalized terms used and not otherwise defined herein shall have the meaning ascribed to such terms in the Repurchase Agreement.
Appears in 1 contract
