The Transactions. (a) It is acknowledged and agreed that, notwithstanding any other provision of this Agreement to the contrary, the facility provided under this Agreement is (i) a committed facility with respect to the Committed Amount and (ii) an uncommitted facility with respect to the Uncommitted Amount, and Purchaser shall have no obligation to enter into any Transactions hereunder with respect to the Uncommitted Amount. All purchases of Mortgage Loans hereunder shall be first deemed committed up to the Committed Amount and then the remainder, if any, shall be deemed uncommitted up to the Uncommitted Amount. (b) Subject to the terms and conditions of the Program Documents, Purchaser may enter into Transactions provided, that the Aggregate MRA Purchase Price shall not exceed, as of any date of determination, the lesser of (i) the Maximum Aggregate Purchase Price (less the Aggregate EPF Purchase Price) and (ii) the Asset Base. (c) Unless otherwise agreed, Seller shall request that Purchaser enter into a Transaction with respect to any Eligible Mortgage Loan by delivering to the indicated required parties (each, a “Required Recipient”) the required delivery items (each, a “Required Delivery Item”) set forth in the table below by the corresponding required delivery time (the “Required Delivery Time”), and such Transaction shall occur no later than the corresponding required purchase time (the “Required Purchase Time” ): Eligible Mortgage Loans (other than Wet-Ink Mortgage Loans) Seller Mortgage Loan Schedule No later than 5:00 p.m. (New York City time) on the Business Day prior to the requested Purchase Date Purchaser and Custodian No later than 5:00 p.m. (New York City time) on the requested Purchase Date For Correspondent Loans, the Correspondent Seller Release, duly executed and delivered by each applicable Correspondent Seller No later than 5:00 p.m. (New York City time) on the Business Day prior to the requested Purchase Date Purchaser The complete Mortgage Files to Custodian for each Mortgage Loan subject to such Transaction No later than 5:00 p.m. (New York City time) on the Business Day prior to the requested Purchase Date Custodian AM Funded Wet-Ink Mortgage Loans Seller Mortgage Loan Schedule No later than 5:00 p.m. (New York City time) on the Business Day prior to the requested Purchase Date Purchaser and Custodian No later than 12:00 noon (New York City time) on the requested Purchase Date PM Funded Wet-Ink Mortgage Loans Seller Mortgage Loan Schedule No later than 2:30 p.m. (New York City time) on the requested Purchase Date Purchaser and Custodian No later than 4:30 p.m. (New York City time) on the requested Purchase Date The date on which any notice pursuant to this Section 3(c) is given is known as the “Notice Date”. By submitting a Seller 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 attached as Exhibit C hereto. (d) With respect to each Wet-Ink Mortgage Loan, within the time period specified in the Pricing Side Letter, Seller shall cause the related Settlement Agent to deliver, or shall promptly deliver upon receipt from Settlement Agent, to the Custodian the remaining documents in the Mortgage File. (e) Upon Seller’s request to enter into a Transaction pursuant to Section 3(c) and assuming all conditions precedent set forth in this Section 3 and in Sections 10(a) and (b) have been met, and provided no Default or Event of Default shall have occurred and be continuing, on the requested Purchase Date, Purchaser shall, in the case of a Transaction with respect to the Committed Amount, and may, in its sole discretion with respect to the Uncommitted Amount, purchase the Eligible Mortgage Loans included in the related Seller Mortgage Loan Schedule by transferring the Purchase Price (net of any related Structuring Fee, Non-Utilization Fee, or any other unpaid fees and expense then due and payable by Seller to Purchaser pursuant to this Agreement) in accordance with the following wire instructions or as otherwise provided: Receiving Bank: Deutsche Bank Trust Company America ABA#: [***] Account Name: Disbursement Account for Barclays Bank PLC Account Number: [***] Attention: [***] Seller acknowledges and agrees that the Purchase Price includes a mutually negotiated premium allocable to the portion of the Purchased Assets that constitutes the related Servicing Rights. (f) On the related Price Differential Determination Date, Agent shall calculate the Price Differential for each outstanding Transaction payable on the Monthly Payment Date utilizing the Pricing Rate. Not less than two (2) Business Days prior to each Monthly Payment Date, Agent shall provide Seller with an invoice for the amount of the Price Differential due and payable with respect to all outstanding Transactions, setting forth the calculations thereof in reasonable detail and all accrued fees and expenses then due and owing to Purchaser. On the earliest of (1) the Monthly Payment Date or (2) the Termination Date, Seller shall pay to Purchaser the Price Differential then due and payable for (x) all outstanding Transactions and (y) Purchased Assets for which Purchaser has received the related Repurchase Price (other than Price Differential) pursuant to Section 3(g) during the prior calendar month. (g) With respect to a Transaction, upon the earliest of (1) the Repurchase Date and (2) the Termination Date, Seller shall pay to Purchaser the related Repurchase Price (other than the related accrued Price Differential) together with any other Obligations then due and payable under this Agreement, and shall repurchase all Purchased Assets then subject to such Transaction. The Repurchase Price shall be transferred directly to Purchaser, and Purchaser shall transfer to Seller the related Purchased Assets. (h) If Agent determines in its good faith and commercially reasonable discretion that any Change in Law (except a Change in Law with regard to Taxes (or taxes expressly excluded from Taxes), which is governed solely by Section 8) or any change in accounting rules regarding capital requirements has the effect of reducing the rate of return on Purchaser’s capital or on the capital of any Affiliate of Purchaser under this Agreement as a consequence of such Change in Law or change in accounting rules, then from time to xxxx Xxxxxx will compensate Purchaser or Purchaser’s Affiliate, as applicable, for such reduced rate of return suffered as a consequence of such Change in Law or change in accounting rules on terms similar to those imposed by Purchaser, except for such amounts which could have been reasonably mitigated by the Purchaser. Further, if due to the introduction of, any change in, or the compliance by Purchaser with (i) any eurocurrency reserve requirement, or (ii) the interpretation of any law, regulation or any guideline or request from any central bank or other Governmental Authority whether or not having the force of law, there shall be an increase in the cost to Purchaser or any Affiliate of Purchaser in engaging in the present or any future Transactions (except a Change in Law with regard to Taxes (or taxes expressly excluded from Taxes), which is governed solely by Section 8), then Seller shall, from time to time and upon demand by Purchaser, compensate Purchaser or Purchaser’s Affiliate for such increased costs, and such amounts shall be deemed a part of the Obligations hereunder. Purchaser shall provide Seller with reasonably detailed notice as to any such Change in Law, change in accounting rules or change in compliance promptly following Purchaser’s receipt of actual knowledge thereof. (i) Seller shall indemnify the Purchaser and hold the Purchaser harmless from any losses, out of pocket costs and/or expenses which the Purchaser may sustain or incur as a result of terminating any Transaction on or before a Repurchase Date arising from the reemployment of funds obtained by the Purchaser hereunder or from actual out of pocket fees and expenses payable to terminate the deposits from which such funds were obtained (“Breakage Costs”). The Agent shall deliver to Seller a statement setting forth the amount and basis of determination of any Breakage Costs in such detail as determined in good faith by the Purchaser to be adequate, it being agreed that such statement and the method of its calculation shall be adequate and shall be conclusive and binding upon Seller, absent manifest or demonstrable error. The provisions of this Section 3(i) shall survive termination of this Agreement. (j) If on any Business Day Agent determines in good faith (which determination shall be conclusive absent manifest or demonstrable error) (a) that adequate and reasonable means do not exist for ascertaining LIBOR; or (b) that LIBOR will not adequately and fairly reflect the cost to Purchaser of entering into or maintaining outstanding Transactions; or (c) that it has become unlawful for any Purchaser to honor its obligation to enter into or maintain outstanding Transactions hereunder using LIBOR, then Agent shall give notice thereof to Seller by telephone, facsimile, or other electronic means as promptly as practicable thereafter and, until Agent notifies Seller that the circumstances giving rise to such notice no longer exist, the Pricing Rate included in any Confirmation with respect to new Transactions and in any calculation of the Price Differential with respect to outstanding Transactions will be determined, subject to the timely approval of Seller after receipt of notice of such revised rate, at a rate per annum that Purchaser determines in its good faith reasonable discretion adequately reflects the cost to Purchaser of making or maintaining such Transactions.
Appears in 1 contract
The Transactions. (a) It is acknowledged and agreed that, notwithstanding any other provision of this Agreement to the contrary, the facility provided under this Agreement is (i) a committed facility with respect to the Committed Amount and (ii) an uncommitted facility with respect to the Uncommitted Amount, and Purchaser shall have no obligation to enter into any Transactions hereunder with respect to the Uncommitted Amount. All purchases of Mortgage Loans hereunder shall be first deemed committed up to the Committed Amount and then the remainder, if any, shall be deemed uncommitted up to the Uncommitted Amounthereunder.
(b) Subject to the terms and conditions of the Program Documents, Purchaser may enter into Transactions provided, that the Aggregate MRA Purchase Price shall not exceed, as of any date of determination, the lesser of (ia) the Maximum Aggregate Purchase Price (less the Aggregate EPF Purchase Price) and (iib) the Asset Base.
(c) Unless otherwise agreedWith respect to the purchase of any Eligible Mortgage Loans, Seller shall request that Purchaser enter into a Transaction with respect to any Eligible Mortgage Loan by delivering to the indicated required parties (eachdeliver, a “Required Recipient”) the required delivery items (each, a “Required Delivery Item”) set forth in the table below by the corresponding required delivery time (the “Required Delivery Time”), and such Transaction shall occur no later than the corresponding required purchase time (the “Required Purchase Time” ): Eligible Mortgage Loans (other than Wet-Ink Mortgage Loans) Seller Mortgage Loan Schedule No later than 5:00 p.m. 11:00 a.m. (New York City time) on the two (2) Business Day Days prior to the requested proposed Purchase Date Purchaser and Custodian No later than 5:00 p.m. (the date on which such notice is so given, the “Notice Date”; provided that if such notice is given after 11:00 a.m. (New York City time) on the requested Purchase Date For Correspondent Loans, the Correspondent Seller Release, duly executed and delivered by each applicable Correspondent Seller No later than 5:00 p.m. two (New York City time2) on the Business Day Days prior to the requested proposed Purchase Date, the Notice Date shall be deemed to be the next succeeding Business Day and the proposed Purchase Date Purchaser The shall be no earlier than two (2) Business Days after the date on which such notice is given), the following:
(i) a Seller Mortgage Loan Schedule,
(ii) a Transaction Notice to Purchaser; and
(iii) the complete Mortgage Files to Custodian for each Mortgage Loan subject to such Transaction No later than 5:00 p.m. (New York City time) on the Business Day prior to the requested Purchase Date Custodian AM Funded Wet-Ink Mortgage Loans Seller Mortgage Loan Schedule No later than 5:00 p.m. (New York City time) on the Business Day prior to the requested Purchase Date Purchaser and Custodian No later than 12:00 noon (New York City time) on the requested Purchase Date PM Funded Wet-Ink Mortgage Loans Seller Mortgage Loan Schedule No later than 2:30 p.m. (New York City time) on the requested Purchase Date Purchaser and Custodian No later than 4:30 p.m. (New York City time) on the requested Purchase Date The date on which any notice pursuant to this Section 3(c) is given is known as the “Notice Date”. By submitting a Seller 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 attached as Exhibit C heretoTransaction.
(d) With respect to each Wet-Ink Mortgage Loan, within the time period specified in the Pricing Side Letter, Seller shall cause the related Settlement Agent to deliver, or shall promptly deliver upon receipt from Settlement Agent, to the Custodian the remaining documents in the Mortgage File.
(e) Upon Seller’s request to enter into a Transaction pursuant to Section 3(c) ), Purchaser shall, assuming there has been a Confirmation issued and assuming all conditions precedent set forth in this Section 3 and in Sections 10(a) and (b) have been met, and provided no Default or Event of Default shall have occurred and be continuing, on the requested Purchase Date, Purchaser shall, in the case of a Transaction with respect to the Committed Amount, and may, in its sole discretion with respect to the Uncommitted Amount, Date purchase the Eligible Mortgage Loans included in the related Seller Mortgage Loan Schedule Transaction Notice by transferring the Purchase Price (net of any related Structuring Fee, Non-Utilization Fee, or any other unpaid fees and expense then due and payable by Seller to Purchaser pursuant to this the Agreement) in accordance with the following wire instructions or as otherwise provided: Receiving Bank: Deutsche Bank Trust Company America of New York Mellon ABA#: [***] 000-000-000 DDA#: GLA 111569 WVI Account Name: Disbursement Account for Barclays Bank PLC Account NumberBBPLC NY Branch Whole Loans Warehouse Reference: [***] Two Harbor Warehouse Attention: [***] Seller acknowledges and agrees that the Purchase Price includes a mutually negotiated premium allocable to the portion of the Purchased Assets that constitutes the related Servicing Rights.Whole Loan Operations/Xxxxxxx Xxxx 000-000-0000
(fe) On the related Price Differential Determination Date, Agent shall calculate the Price Differential for each outstanding Transaction payable on the Monthly Payment Date utilizing the Pricing Rate. Not less than two (2) Business Days prior to each Monthly Payment Date, Agent shall provide Seller with an invoice for the amount of the Price Differential due and payable with respect to all outstanding Transactions, setting forth the calculations thereof in reasonable detail and all accrued fees and expenses then due and owing to Purchaser. On the earliest of (1) the Monthly Payment Date or (2) the Termination Date, Seller shall pay to Purchaser the Price Differential then due and payable for (x) all outstanding Transactions and (y) Purchased Assets for which Purchaser has received the related Repurchase Price (other than Price Differential) pursuant to Section 3(g) during the prior calendar month3(f).
(gf) With respect to a Transaction, upon the earliest of (1) the Repurchase Date and (2) the Termination Date, Seller shall pay to Purchaser the related Repurchase Price (other than the related accrued Price Differential) together with any other Obligations then due and payable under this Agreementpayable, and shall repurchase all Purchased Assets then subject to such Transaction. The Repurchase Price shall be transferred directly to Purchaser, and Purchaser shall transfer to Seller the related Purchased Assets.
(hg) If Agent determines in its good faith and commercially reasonable sole discretion that any Change in Law (except a Change in Law with regard to Taxes (or taxes expressly excluded from Taxes), which is governed solely by Section 8) or any change in accounting rules regarding capital requirements has the effect of reducing the rate of return on Purchaser’s capital or on the capital of any Affiliate of Purchaser under this Agreement as a consequence of such Change in Law or change in accounting rules, then from time to xxxx Xxxxxx will compensate Purchaser or Purchaser’s Affiliate, as applicable, for such reduced rate of return suffered as a consequence of such Change in Law or change in accounting rules on terms similar to those imposed by Purchaser, except for such amounts which could have been reasonably mitigated by the Purchaser. Further, if due to the introduction of, any change in, or the compliance by Purchaser with (i) any eurocurrency reserve requirement, or (ii) the interpretation of any law, regulation or any guideline or request from any central bank or other Governmental Authority whether or not having the force of law, there shall be an increase in the cost to Purchaser or any Affiliate of Purchaser in engaging in the present or any future Transactions (except a Change in Law with regard to Taxes (or taxes expressly excluded from Taxes), which is governed solely by Section 8)Transactions, then Seller shall, from time to time and upon demand by Purchaser, compensate Purchaser or Purchaser’s Affiliate for such increased costs, and such amounts shall be deemed a part of the Obligations hereunder. Purchaser shall provide Seller with reasonably detailed notice as to any such Change in Law, change in accounting rules or change in compliance promptly following Purchaser’s receipt 30 days prior to the implementation of actual knowledge thereofany charge or costs due under this Section 3(g).
(ih) Seller shall indemnify the Purchaser and hold the Purchaser harmless from any losses, out of pocket costs and/or expenses which the Purchaser may sustain or incur as a result of Seller terminating any Transaction on or before a Repurchase Date arising from the reemployment of funds obtained by the Purchaser hereunder or from actual out of pocket fees and expenses payable to terminate the deposits from which such funds were obtained (“Breakage Costs”). The Agent shall deliver to Seller a statement setting forth the amount and basis of determination of any Breakage Costs in such detail as determined in good faith by the Purchaser to be adequate, it being agreed that such statement and the method of its calculation shall be adequate and shall be conclusive and binding upon Seller, absent manifest or demonstrable error. The provisions of this Section 3(i3(h) shall survive termination of this Agreement.
(j) If on any Business Day Agent determines in good faith (which determination shall be conclusive absent manifest or demonstrable error) (a) that adequate and reasonable means do not exist for ascertaining LIBOR; or (b) that LIBOR will not adequately and fairly reflect the cost to Purchaser of entering into or maintaining outstanding Transactions; or (c) that it has become unlawful for any Purchaser to honor its obligation to enter into or maintain outstanding Transactions hereunder using LIBOR, then Agent shall give notice thereof to Seller by telephone, facsimile, or other electronic means as promptly as practicable thereafter and, until Agent notifies Seller that the circumstances giving rise to such notice no longer exist, the Pricing Rate included in any Confirmation with respect to new Transactions and in any calculation of the Price Differential with respect to outstanding Transactions will be determined, subject to the timely approval of Seller after receipt of notice of such revised rate, at a rate per annum that Purchaser determines in its good faith reasonable discretion adequately reflects the cost to Purchaser of making or maintaining such Transactions.
Appears in 1 contract
Samples: Master Repurchase Agreement (Two Harbors Investment Corp.)
The Transactions. (a) Subject to the terms and conditions of the Program Documents, Buyer may, from time to time in its sole discretion, enter into Transactions with an aggregate Purchase Price for all Purchased Loans acquired by Buyer not to exceed the Maximum Aggregate Purchase Price. Unless otherwise agreed, a Seller shall request that Buyer enter into a Transaction by delivering (i) a Transaction Notice substantially in the form of Exhibit D hereto (a “Transaction Notice”), appropriately completed, and a Loan Data Transmission to Buyer and Custodian, and (ii) the Mortgage File to Custodian for each Loan proposed to be included in such Transaction. In the case of Dry Loans, the Transaction Notice and the Mortgage File must be received no later than 5:00 p.m. (New York City time) two (2) Business Days prior to the requested Purchase Date, and the Loan Data Transmission must be received no later than 11:00 a.m. (New York City time) on the requested Purchase Date. In the case of Wet Loans, the Transaction Notice and the Loan Data Transmission must be received no later than 5:00 p.m. (New York City time) one (1) Business Day prior to the requested Purchase Date, in the case of AM Funded Wet Loans, and no later than 3:00 p.m. (New York City time) on the requested Purchase Date, in the case of PM Funded Wet Loans. Each such Transaction Notice shall clearly indicate those Loans that are intended to be Wet Loans and Dry Loans and include a Loan List in respect of the Eligible Loans that the related Seller proposes to include in the related Transaction, and shall specify the proposed Purchase Date, Purchase Price, Pricing Rate and Repurchase Date. The related Seller agrees to immediately report to Custodian and the Buyer by electronic transmission within one (1) Business Day of discovery that any Wet Loans that were previously subject to a Transaction do not close for any reason including, but not limited to, a Rescission. In the event that the parties hereto desire to enter into a Transaction, the Buyer shall deliver to the related Seller, in electronic or other format, a “Confirmation” specifying such terms prior to entering into such Transaction, including, without limitation, the Purchase Date, the Purchase Price, the Pricing Rate therefor and the Repurchase Date. Any such Confirmation and the related Transaction Notice, together with this Agreement, shall constitute conclusive evidence of the terms agreed to between Buyer and the related Seller with respect to the Transaction to which the Confirmation relates. By entering in to a Transaction with the Buyer, the related Seller consents to the terms set forth in the related Confirmation. In the event of any conflict between this Agreement and a Confirmation, the terms of the Confirmation shall control with respect to the related Transaction. It is acknowledged and agreed that, notwithstanding any other provision of this Agreement to the contrary, the facility provided under this Agreement is (i) a committed facility with respect to the Committed Amount and (ii) an uncommitted facility with respect to and the Uncommitted Amount, and Purchaser Buyer shall have no obligation to enter into any Transactions hereunder. Buyer or any Seller may, at any time, terminate this Agreement by providing written notice to all other parties hereto. Within thirty (30) Business Days of receipt of such notice, Sellers agree to repurchase any Loans subject to Transactions hereunder and to pay all other Obligations then owing to Buyer pursuant to this Agreement and any other Program Documents. Buyer shall have a right of first refusal, with a last look, prior to the sale of any Purchased Loan following receipt of such notice. Notwithstanding the foregoing, no Seller other than NYMC shall be entitled to enter into any Transactions in respect of the NYMC Exclusive Aggregate Purchase Price, and in no event shall the aggregate purchase price of Transactions outstanding with respect to NYMF and NYMT exceed the Uncommitted Amount. All purchases of Mortgage Loans hereunder shall be first deemed committed up to the Committed Amount and then the remainder, if any, shall be deemed uncommitted up to the Uncommitted AmountCombined Aggregate Purchase Price.
(b) Subject Pursuant to the terms and conditions of the Program Documents, Purchaser may enter into Transactions provided, that the Aggregate MRA Purchase Price shall not exceed, as of any date of determinationCustodial Agreement, the lesser of (i) the Maximum Aggregate Purchase Price (less the Aggregate EPF Purchase Price) and (ii) the Asset Base.
(c) Unless otherwise agreed, Seller Custodian shall request that Purchaser enter into a Transaction with respect review any Required Documents delivered prior to any Eligible Mortgage Loan by delivering to the indicated required parties (each, a “Required Recipient”) the required delivery items (each, a “Required Delivery Item”) set forth in the table below by the corresponding required delivery time (the “Required Delivery Time”), and such Transaction shall occur no later than the corresponding required purchase time (the “Required Purchase Time” ): Eligible Mortgage Loans (other than Wet-Ink Mortgage Loans) Seller Mortgage Loan Schedule No later than 5:00 12:00 p.m. (New York City time) on the any Business Day prior on the same day. Not later than 3:00 p.m. (New York City time) on each Business Day, the Custodian shall deliver to the requested Buyer, via Electronic Transmission acceptable to the Buyer, the Custodian Loan Transmission and an Exception Report showing the status of all Loans then held by the Custodian, including but not limited to the Wet Loans and Dry Loans which are subject to Exceptions, and the time the related Loan Documents have been released pursuant to Sections 5(a) or 5(b) of the Custodial Agreement. In addition, the Custodian shall deliver to the Buyer no later than 4:00 p.m. (New York City time) by facsimile transmission on each Purchase Date Purchaser Date, one or more Trust Receipts (as defined in the Custodial Agreement) relating to either Wet Loans or Dry Loans. The original copies of such Trust Receipts shall be delivered to JPMorgan Chase Bank at Four New York Plaza, Ground Floor, Outsourcing Department, New York, New York 10004, Attention: Xxxxxxxx Xxxx for the account of Greenwich Capital Markets, telephone number (000) 000-0000), as agent for the Buyer by overnight delivery using a nationally recognized insured overnight delivery service.
(c) Upon a Seller’s request to enter into a Transaction pursuant to Section 3(a), Buyer shall, in its sole discretion, assuming all conditions precedent set forth in this Section 3 and Custodian No in Sections 9(a) and (b) have been met, and provided no Default shall have occurred and be continuing, not later than 5:00 p.m. (New York City time) on the requested Purchase Date For Correspondent Loanspurchase the Eligible Loans included in the related Transaction Notice by transferring, via wire transfer (pursuant to wire transfer instructions provided by the related Seller on or prior to such Purchase Date), the Correspondent Seller Release, duly executed and delivered by each applicable Correspondent Seller No later than 5:00 p.m. (New York City time) on the Business Day prior to the requested Purchase Date Purchaser The complete Mortgage Files to Custodian for each Mortgage Loan subject to such Transaction No later than 5:00 p.m. (New York City time) on the Business Day prior to the requested Purchase Date Custodian AM Funded Wet-Ink Mortgage Loans Seller Mortgage Loan Schedule No later than 5:00 p.m. (New York City time) on the Business Day prior to the requested Purchase Date Purchaser and Custodian No later than 12:00 noon (New York City time) on the requested Purchase Date PM Funded Wet-Ink Mortgage Loans Seller Mortgage Loan Schedule No later than 2:30 p.m. (New York City time) on the requested Purchase Date Purchaser and Custodian No later than 4:30 p.m. (New York City time) on the requested Purchase Date The date on which any notice pursuant to this Section 3(c) is given is known as the “Notice Date”. By submitting a Seller 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 attached as Exhibit C heretoPrice.
(d) With respect Anything herein to each Wet-Ink Mortgage Loanthe contrary notwithstanding, within if, on or prior to the time period specified determination of any LIBO Base Rate:
(i) the Buyer determines, which determination shall be conclusive, that quotations of interest rates for the relevant deposits referred to in the definition of “LIBO Base Rate” in Section 2 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for Transactions as provided herein; or
(ii) the Buyer determines, which determination shall be conclusive, that the Applicable Margin plus the relevant rate of interest referred to in the definition of “LIBO Base Rate” in Section 2 upon the basis of which the rate of interest for Transactions is to be determined is not likely adequately to cover the cost to the Buyer of purchasing and holding Loans hereunder; or
(iii) it becomes unlawful for Buyer to enter into Transactions with a Pricing Side Letter, Seller Rate based on the LIBO Base Rate; then the Buyer shall cause give the related Settlement Agent Seller prompt notice thereof and, so long as such condition remains in effect, the Buyer shall be under no obligation to deliverpurchase Loans hereunder, and such Seller shall, at its option, either repurchase such Loans or shall promptly deliver upon receipt from Settlement Agent, pay a Pricing Rate at a rate per annum as determined by the Buyer taking into account the increased cost to the Custodian Buyer of purchasing and holding the remaining documents in the Mortgage FileLoans.
(e) Upon Seller’s request The related Seller shall repurchase Purchased Loans from Buyer on each related Repurchase Date. Each obligation to enter into a Transaction pursuant repurchase exists without regard to Section 3(cany prior or intervening liquidation or foreclosure with respect to any Purchased Loan. The related Seller is obligated to obtain the Purchased Loans from Buyer or its designee (including the Custodian) and assuming all at Sellers’ expense on (or after) the related Repurchase Date.
(f) Provided that the applicable conditions precedent set forth in this Section 3 and in Sections 10(a9(a) and (b) have been metsatisfied, and provided no Default or Event of Default shall have occurred and be continuing, a Seller may request that a Purchased Loan that is repurchased by such Seller on the requested Purchase Date, Purchaser shall, in the case Repurchase Date become subject to a new Transaction by delivering notice of such request to Buyer with a Transaction with respect copy to the Committed Amount, and may, in its sole discretion with respect to the Uncommitted Amount, purchase the Eligible Mortgage Loans included in the related Seller Mortgage Loan Schedule by transferring the Purchase Price (net of any related Structuring Fee, Non-Utilization Fee, or any other unpaid fees and expense then due and payable by Seller to Purchaser pursuant to this Agreement) in accordance with the following wire instructions or as otherwise provided: Receiving Bank: Deutsche Bank Trust Company America ABA#: [***] Account Name: Disbursement Account for Barclays Bank PLC Account Number: [***] Attention: [***] Seller acknowledges and agrees that the Purchase Price includes a mutually negotiated premium allocable to the portion of the Purchased Assets that constitutes the related Servicing Rights.
(f) On the related Price Differential Determination Date, Agent shall calculate the Price Differential for each outstanding Transaction payable on the Monthly Payment Date utilizing the Pricing Rate. Not less Custodian not later than 11:00 a.m. New York City time at least two (2) Business Days Day prior to any such Repurchase Date. Upon Buyer agreeing in its sole discretion to enter into such proposed Transaction, Buyer shall purchase the related Eligible Loans pursuant to the procedures set forth in Section 3(c). For each Monthly Payment Datenew Transaction, Agent shall provide Seller with an invoice for the amount of the Price Differential due and payable with respect to all outstanding Transactionsunless otherwise agreed, setting forth the calculations thereof in reasonable detail and all accrued fees and expenses then due and owing to Purchaser. On the earliest of (1) the Monthly Payment Date or (2) the Termination Date, Seller shall pay to Purchaser the Price Differential then due and payable for (x) all outstanding Transactions and (y) Purchased Assets for which Purchaser has received the accrued and unpaid Price Differential shall be settled in cash on each related Repurchase Price Date, and (other than Price Differentialz) pursuant to Section 3(g) during the prior calendar monthPricing Rate shall be as set forth in the Pricing Side Letter.
(g) With respect If a Seller intends to repurchase any Loans on any day which is not a TransactionRepurchase Date, upon the earliest of (1) the Repurchase Date and such Seller shall give two (2) Business Days’ prior written notice thereof to the Termination DateBuyer. If such notice is given, Seller shall pay to Purchaser the related Repurchase Price (other than the related accrued Price Differential) together with any other Obligations then specified in such notice shall be due and payable under this Agreementon the date specified therein, and shall repurchase all Purchased Assets then subject together with the Price Differential to such Transactiondate on the amount prepaid. The Repurchase Price Such early repurchases shall be transferred directly to Purchaser, and Purchaser shall transfer to Seller the related Purchased Assetsin an aggregate principal amount of at least $100,000.
(h) If Agent determines in its good faith and commercially reasonable discretion that a Seller repurchases Purchased Loans on any Change in Law (except a Change in Law with regard to Taxes (or taxes expressly excluded from Taxes), day which is governed solely by Section 8) or any change in accounting rules regarding capital requirements has the effect of reducing the rate of return on Purchaser’s capital or on the capital of any Affiliate of Purchaser under this Agreement as not a consequence of such Change in Law or change in accounting rules, then from time to xxxx Xxxxxx will compensate Purchaser or Purchaser’s Affiliate, as applicable, Repurchase Date for such reduced rate of return suffered as a consequence of Purchased Loans, such Change in Law or change in accounting rules on terms similar to those imposed by Purchaser, except for such amounts which could have been reasonably mitigated by the Purchaser. Further, if due to the introduction of, any change in, or the compliance by Purchaser with (i) any eurocurrency reserve requirement, or (ii) the interpretation of any law, regulation or any guideline or request from any central bank or other Governmental Authority whether or not having the force of law, there shall be an increase in the cost to Purchaser or any Affiliate of Purchaser in engaging in the present or any future Transactions (except a Change in Law with regard to Taxes (or taxes expressly excluded from Taxes), which is governed solely by Section 8), then Seller shall, from time to time and upon demand by Purchaser, compensate Purchaser or Purchaser’s Affiliate for such increased costs, and such amounts shall be deemed a part of the Obligations hereunder. Purchaser shall provide Seller with reasonably detailed notice as to any such Change in Law, change in accounting rules or change in compliance promptly following Purchaser’s receipt of actual knowledge thereof.
(i) Seller shall indemnify the Purchaser Buyer and hold the Purchaser Buyer harmless from any losses, out of pocket costs and/or expenses which the Purchaser Buyer may sustain or incur as a result of terminating any Transaction on or before a Repurchase Date arising from (a) the reemployment re-employment of funds obtained by the Purchaser Buyer to perform hereunder or from actual out of pocket (b) fees and expenses payable to terminate the deposits from which such funds were obtained (“Breakage Costs”), in each case for the remainder of the applicable thirty (30) day period. The Agent Buyer shall deliver to such Seller a statement setting forth the amount and basis of determination of any Breakage Costs in such detail as determined in good faith by the Purchaser Buyer to be adequate, it being agreed that such statement and the method of its calculation shall be adequate and shall be conclusive and binding upon such Seller, absent manifest or demonstrable error. The provisions of this Section 3(i3(h) shall survive termination of this AgreementAgreement and the repurchase of all Purchased Loans subject to Transactions hereunder.
(ji) If any Requirement of Law (other than with respect to any amendment made to the Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) or any change in the interpretation or application thereof or compliance by the Buyer with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof:
(i) shall subject the Buyer to any tax of any kind whatsoever with respect to this Agreement or any Loans purchased pursuant to it (excluding net income taxes) or change the basis of taxation of payments to the Buyer in respect thereof;
(ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory advance or similar requirement against assets held by deposits or other liabilities in or for the account of Transactions or extensions of credit by, or any other acquisition of funds by any office of the Buyer which is not otherwise included in the determination of the LIBO Base Rate hereunder;
(iii) shall impose on the Buyer any Business Day Agent determines other condition; and the result of any of the foregoing is to increase the cost to the Buyer, by an amount which the Buyer deems to be material, of effecting or maintaining purchases hereunder, or to reduce any amount receivable hereunder in good faith respect thereof, then, in any such case, such Seller shall promptly pay the Buyer such additional amount or amounts as will compensate the Buyer for such increased cost or reduced amount receivable thereafter incurred. If the Buyer shall have determined that the adoption of or any change in any Requirement of Law (other than with respect to any amendment made to the Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) regarding capital adequacy or in the interpretation or application thereof or compliance by the Buyer or any corporation controlling the Buyer with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on the Buyer’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which determination the Buyer or such corporation (taking into consideration the Buyer’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by the Buyer to be material, then from time to time, the Seller shall promptly pay to the Buyer such additional amount or amounts as will thereafter compensate the Buyer for such reduction. If the Buyer becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify the related Seller of the event by reason of which it has become so entitled. A certificate as to any additional amounts payable pursuant to this subsection submitted by the Buyer to the related Seller shall be conclusive absent in the absence of manifest or demonstrable error) (a) that adequate and reasonable means do not exist for ascertaining LIBOR; or (b) that LIBOR will not adequately and fairly reflect the cost to Purchaser of entering into or maintaining outstanding Transactions; or (c) that it has become unlawful for any Purchaser to honor its obligation to enter into or maintain outstanding Transactions hereunder using LIBOR, then Agent shall give notice thereof to Seller by telephone, facsimile, or other electronic means as promptly as practicable thereafter and, until Agent notifies Seller that the circumstances giving rise to such notice no longer exist, the Pricing Rate included in any Confirmation with respect to new Transactions and in any calculation of the Price Differential with respect to outstanding Transactions will be determined, subject to the timely approval of Seller after receipt of notice of such revised rate, at a rate per annum that Purchaser determines in its good faith reasonable discretion adequately reflects the cost to Purchaser of making or maintaining such Transactions.
Appears in 1 contract
Samples: Master Repurchase Agreement (New York Mortgage Trust Inc)
The Transactions. (a) It is acknowledged and agreed that, notwithstanding any other provision of this Agreement to the contrary, the facility provided under this Agreement is (i) a committed facility with respect to the Committed Amount and (ii) an uncommitted facility with respect to the Uncommitted Amount, and Purchaser shall have no obligation to enter into any Transactions hereunder with respect to the Uncommitted Amount. All purchases of Mortgage Loans hereunder shall be first deemed committed up to the Committed Amount and then the remainder, if any, shall be deemed uncommitted up to the Uncommitted Amount.
(b) Subject to the terms and conditions of the Program Documents, Purchaser may enter into Transactions provided, that the Aggregate MRA Purchase Price shall not exceed, as of any date of determination, the lesser of (ia) the Maximum Aggregate Purchase Price (less the Aggregate EPF Purchase Price) and (iib) the Asset Base.
(c) Unless otherwise agreed, Seller shall request that Purchaser enter into a Transaction with With respect to the purchase of any Eligible Mortgage Loan by delivering to the indicated required parties (each, a “Required Recipient”) the required delivery items (each, a “Required Delivery Item”) set forth in the table below by the corresponding required delivery time (the “Required Delivery Time”), and such Transaction shall occur no later than the corresponding required purchase time (the “Required Purchase Time” ): Eligible Mortgage Loans (other than Wet-Ink Mortgage Loans) Seller shall deliver, no later than 3:00 p.m. (New York City time) one (1) Business Day prior to the proposed Purchase Date (and with respect to Wet-Ink Mortgage Loans, Seller shall deliver, no later than 2:00 p.m. (New York City time) on the proposed Purchase Date) (the date on which such notice is so given, the “Notice Date;” provided, that with respect to any such Eligible Mortgage Loans, if such notice is given after 3:00 p.m. (New York City time) one (1) Business Day prior to the proposed Purchase Date or 2:00 p.m. (New York City time) on the proposed Purchase Date, respectively, the Notice Date shall be deemed to be the next succeeding Business Day and the proposed Purchase Date shall be no earlier than one (1) Business Day after the date on which such notice is given), the following:
(i) with respect to Eligible Mortgage Loans, a Seller Mortgage Loan Schedule No to Purchaser and Custodian;
(ii) with respect to Eligible Mortgage Loans, a Transaction Notice to Purchaser and Custodian;
(iii) with respect to Eligible Mortgage Loans that are Wet-Ink Mortgage Loans, a Wet-Ink Mortgage Funding Report Purchaser and Bank; and
(iv) with respect to Eligible Mortgage Loans that are not Wet-Ink Mortgage Loans, the complete Mortgage Loan Files to Custodian for each Mortgage Loan subject to such Transaction. With respect to each Wet-Ink Mortgage Loan, immediately following the Purchase Date, Seller shall cause the related Settlement Agent to deliver to the Custodian the remaining documents in the Mortgage Loan File. In addition, with respect to the purchase of any Eligible Mortgage Loans that are Wet-Ink Mortgage Loans, Seller shall deliver to Purchaser and Custodian, no later than 5:00 p.m. (New York City time) on the one (1) Business Day prior to the requested proposed Purchase Date Purchaser and Custodian No later than 5:00 p.m. (New York City time) on the requested Purchase Date For Correspondent LoansDate, the Correspondent Seller Release, duly executed and delivered by each applicable Correspondent Seller No later than 5:00 p.m. estimated Purchase Price (New York City timethe “Estimated Purchase Price”) on of the Business Day prior to the requested Purchase Date Purchaser The complete Mortgage Files to Custodian for each Mortgage Loan subject to such Transaction No later than 5:00 p.m. (New York City time) on the Business Day prior to the requested Purchase Date Custodian AM Funded Wet-Ink Mortgage Loans Seller Mortgage Loan Schedule No later than 5:00 p.m. (New York City time) to be purchased on the Business Day prior to the requested such Purchase Date Purchaser and Custodian No later than 12:00 noon (New York City time) within a variance not to exceed $5,000,000 of the actual Purchase Price on the requested such Purchase Date PM Funded Wet-Ink Mortgage Loans Seller Mortgage Loan Schedule No later than 2:30 p.m. (New York City time) on the requested Purchase Date Purchaser and Custodian No later than 4:30 p.m. (New York City time) on the requested Purchase Date The date on which any notice pursuant to this Section 3(c) is given is known as the “Notice DateAllowable Variance”. By submitting a Seller 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 attached as Exhibit C hereto).
(d) With respect to each Wet-Ink Mortgage Loan, within the time period specified in the Pricing Side Letter, Seller shall cause the related Settlement Agent to deliver, or shall promptly deliver upon receipt from Settlement Agent, to the Custodian the remaining documents in the Mortgage File.
(e) Upon Seller’s 's request to enter into a Transaction pursuant to Section 3(c) and assuming all conditions precedent set forth in this Section 3 and in Sections 10(a) and (b) have been met, and provided no Default or Event of Default shall have occurred and be continuing, on the requested Purchase Date, Purchaser shall, in the case of a Transaction with respect to the Committed Amount, Amount and may, in its sole discretion discretion, in the case of a Transaction with respect to the Uncommitted Amount, purchase the Eligible Mortgage Loans included in the related Seller Mortgage Loan Schedule Transaction Notice by transferring the Purchase Price (net of any related Structuring Fee, Non-Utilization Fee, Fee or any other unpaid fees and expense then due and payable by Seller to Purchaser pursuant to this the Agreement) in accordance with the following wire instructions or as otherwise provided: Receiving Bank: Deutsche Bank Trust Company America ABA#: [***] Account Name: Disbursement Account for Barclays Bank PLC Account Number: [***] Attention: [***] Seller acknowledges and agrees that the Purchase Price includes a mutually negotiated premium allocable to the portion of the Purchased Assets that constitutes the related Servicing Rights.
(fe) On the related Price Differential Determination Date, Agent shall calculate the Price Differential for each outstanding Transaction payable on the Monthly Payment Date utilizing the Pricing Rate. Not less than two (2) Business Days prior to each Monthly Payment Date, Agent shall provide Seller with an invoice for the amount of the Price Differential due and payable with respect to all outstanding Transactions, setting forth the calculations thereof in reasonable detail and all accrued fees and expenses then due and owing to Purchaser. On the earliest of (1) the Monthly Payment Date or (2) the Termination Date, Seller shall pay to Purchaser the Price Differential then due and payable for (x) all outstanding Transactions and (y) Purchased Assets for which Purchaser has received the related Repurchase Price (other than Price Differential) pursuant to Section 3(g) during the prior calendar month3(f).
(gf) With respect to a Transaction, upon the earliest of (1) the Repurchase Date and (2) the Termination Date, Seller shall pay to Purchaser the related Repurchase Price (other than the related accrued Price Differential) together with any other Obligations then due and payable under this Agreementpayable, and shall repurchase all Purchased Assets then subject to such Transaction. The Repurchase Price shall be transferred directly to Purchaser, and Purchaser shall transfer to Seller the related Purchased Assets.
(hg) If Agent determines in its good faith and commercially reasonable sole discretion that any Change in Law (except a Change in Law with regard to Taxes (or taxes expressly excluded from Taxes), which is governed solely by Section 8) or any change in accounting rules regarding capital requirements has the effect of reducing the rate of return on Purchaser’s 's capital or on the capital of any Affiliate of Purchaser under this Agreement as a consequence of such Change in Law or change in accounting rules, then from time to xxxx Xxxxxx will compensate Purchaser or Purchaser’s 's Affiliate, as applicable, for such reduced rate of return suffered as a consequence of such Change in Law or change in accounting rules on terms similar to those imposed by Purchaser, except for such amounts which could have been reasonably mitigated by the Purchaser. Further, if due to the introduction of, any change in, or the compliance by Purchaser with (i) any eurocurrency reserve requirement, or (ii) the interpretation of any law, regulation or any guideline or request from any central bank or other Governmental Authority whether or not having the force of law, there shall be an increase in the cost to Purchaser or any Affiliate of Purchaser in engaging in the present or any future Transactions (except a Change in Law with regard to Taxes (or taxes expressly excluded from Taxes), which is governed solely by Section 8)Transactions, then Seller shall, from time to time and upon demand by Purchaser, compensate Purchaser or Purchaser’s 's Affiliate for such increased costs, and such amounts shall be deemed a part of the Obligations hereunder. Purchaser shall provide Seller with reasonably detailed notice as to any such Change in Law, change in accounting rules or change in compliance promptly following Purchaser’s 's receipt of actual knowledge thereof.
(ih) Seller shall indemnify the Purchaser and hold the Purchaser harmless from any losses, out of pocket costs and/or expenses which the Purchaser may sustain or incur as a result of terminating Seller's termination of any Transaction on or before a Repurchase Date arising from the reemployment of funds obtained by the Purchaser hereunder or from actual out of pocket fees and expenses payable to terminate the deposits from which such funds were obtained (“Breakage Costs”). Purchaser and Agent shall use good faith efforts to mitigate all Breakage Costs. The Agent shall deliver to Seller a statement setting forth the amount and basis of determination of any Breakage Costs in such detail as determined in good faith by the Purchaser to be adequate, it being agreed that such statement and the method of its calculation shall be adequate and shall be conclusive and binding upon Seller, absent manifest or demonstrable error. The provisions of this Section 3(i3(h) shall survive termination of this Agreement.
(j) If on any Business Day Agent determines in good faith (which determination shall be conclusive absent manifest or demonstrable error) (a) that adequate and reasonable means do not exist for ascertaining LIBOR; or (b) that LIBOR will not adequately and fairly reflect the cost to Purchaser of entering into or maintaining outstanding Transactions; or (c) that it has become unlawful for any Purchaser to honor its obligation to enter into or maintain outstanding Transactions hereunder using LIBOR, then Agent shall give notice thereof to Seller by telephone, facsimile, or other electronic means as promptly as practicable thereafter and, until Agent notifies Seller that the circumstances giving rise to such notice no longer exist, the Pricing Rate included in any Confirmation with respect to new Transactions and in any calculation of the Price Differential with respect to outstanding Transactions will be determined, subject to the timely approval of Seller after receipt of notice of such revised rate, at a rate per annum that Purchaser determines in its good faith reasonable discretion adequately reflects the cost to Purchaser of making or maintaining such Transactions.
Appears in 1 contract
Samples: Master Repurchase Agreement (Nationstar Mortgage Holdings Inc.)
The Transactions. (a) It is acknowledged and agreed that, notwithstanding any other provision of this Agreement to the contrary, the facility provided under this Agreement is (i) a committed facility with respect to the Committed Amount and (ii) an uncommitted facility with respect to the Uncommitted Amount, and Purchaser shall have no obligation to enter into any Transactions hereunder with respect to the Uncommitted Amount. All purchases of Mortgage Loans hereunder shall be first deemed committed up to the Committed Amount and then the remainder, if any, shall be deemed uncommitted up to the Uncommitted Amountfacility.
(b) Subject to the terms and conditions of the Program Documents, Purchaser may shall enter into Transactions provided, Transactions; provided that the Aggregate MRA Purchase Price shall not exceed, as of any date of determination, the lesser of (ia) the Maximum Aggregate Purchase Price (less the Aggregate EPF Purchase Price) and or (iib) the Asset Base.
(c) Unless otherwise agreed, Seller shall request that Purchaser enter into a Transaction with With respect to the purchase of any Eligible Mortgage Loan by delivering to the indicated required parties (eachLoans Seller shall deliver, a “Required Recipient”) the required delivery items (each, a “Required Delivery Item”) set forth in the table below by the corresponding required delivery time (the “Required Delivery Time”), and such Transaction shall occur no later than the corresponding required purchase time (the “Required Purchase Time” ): Eligible Mortgage Loans (other than Wet-Ink Mortgage Loans) Seller Mortgage Loan Schedule No later than 5:00 2:00 p.m. (New York City time) on the Business Day prior date of the proposed Purchase Date, the following:
(i) a Seller Mortgage Loan Schedule to the requested Purchase Date Purchaser and Custodian No later than 5:00 p.m. Custodian,
(New York City timeii) on a Transaction Notice to Purchaser and Custodian; and
(iii) the requested Purchase Date For Correspondent Loans, the Correspondent Seller Release, duly executed and delivered by each applicable Correspondent Seller No later than 5:00 p.m. (New York City time) on the Business Day prior to the requested Purchase Date Purchaser The complete Mortgage Files to Custodian for each Mortgage Loan subject to such Transaction No later than 5:00 p.m. (New York City time) on the Business Day prior to the requested Purchase Date Custodian AM Funded Wet-Ink Mortgage Loans Seller Mortgage Loan Schedule No later than 5:00 p.m. (New York City time) on the Business Day prior to the requested Purchase Date Purchaser and Custodian No later than 12:00 noon (New York City time) on the requested Purchase Date PM Funded Wet-Ink Mortgage Loans Seller Mortgage Loan Schedule No later than 2:30 p.m. (New York City time) on the requested Purchase Date Purchaser and Custodian No later than 4:30 p.m. (New York City time) on the requested Purchase Date Transaction. The date on which any notice pursuant to this Section 3(c) is given is known as the “Notice Date”. By submitting a Seller ; provided that with respect to any Eligible Mortgage Loan ScheduleLoan, Seller hereby agrees that it if such notice is given after 2:00 p.m. (New York City time) on the date of the proposed Purchase Date, the Notice Date shall be deemed to have made all of be the representations next succeeding Business Day and warranties set forth in the form of Transaction proposed Purchase Date shall be no earlier than such Notice attached as Exhibit C heretoDate.
(d) With respect to each Wet-Ink Mortgage Loan, within the time period specified in the Pricing Side Letter, Seller shall cause the related Settlement Agent to deliver, or shall promptly deliver upon receipt from Settlement Agent, to the Custodian the remaining documents in the Mortgage FileReserved.
(e) Upon Seller’s request to enter into a Transaction pursuant to Section 3(c) and assuming all conditions precedent set forth in this Section 3 and in Sections 10(a) and (b) have been met, and provided no Default or Event of Default shall have occurred and be continuing, on the requested Purchase Date, Purchaser shall, in the case of a Transaction with respect to the Committed Amount, and may, in its sole discretion with respect to the Uncommitted Amount, shall purchase the Eligible Mortgage Loans included in the related Seller Mortgage Loan Schedule Transaction Notice by transferring the Purchase Price (net of any related Structuring Fee, Non-Utilization Fee, Fee or any other unpaid fees and expense then due and payable by Seller to Purchaser pursuant to this the Agreement) in accordance with the following wire instructions or as otherwise provided: Receiving BankCity National Bank 000 Xxxxx Xxxxxx Xx Xxx Xxxxxxx, XX 00000 Attention: Deutsche Bank Trust Company America ABA#XX Xxxxxx Phone: [***] (000) 000-0000 ABA 000000000 For Further Credit to: 013659486 Account Name: Disbursement PennyMac Corp Operating Account for Barclays Bank PLC Account NumberNotify Xxxxx Xxxxx @ (000) 000-0000 Email: [***] Attentionxxxxx.xxxxx@xxxxx.xxx With copies to: [***] xxxxxxxx@xxxxx.xxx and xxxxxxx@xxxxx.xxx Seller acknowledges and agrees that the Purchase Price includes a mutually negotiated premium allocable to the portion of the Purchased Assets that constitutes the related Servicing Rights.
(f) On the related Price Differential Determination Date, Agent shall calculate the Price Differential for each outstanding Transaction payable on the Monthly Payment Date utilizing the Pricing Rate. Not less than two (2) Business Days prior to each Monthly Payment Date, Agent shall provide Seller with an invoice for the amount of the Price Differential due and payable with respect to all outstanding Transactions, setting forth the calculations thereof in reasonable detail and all accrued fees and expenses then due and owing to Purchaser. On the earliest of (1) the Monthly Payment Date or (2) the Termination Date, Seller shall pay to Purchaser the Price Differential then due and payable for (x) all outstanding Transactions and (y) Purchased Assets for which Purchaser has received the related Repurchase Price (other than Price Differential) pursuant to Section 3(g) during the prior calendar month).
(g) With respect to a Transaction, upon the earliest of (1) the Repurchase Date and (2) the Termination Date, Seller shall pay to Purchaser the related Repurchase Price (other than the related accrued Price Differential) together with any other Obligations then due and payable under this Agreementpayable, and shall repurchase all Purchased Assets then subject to such Transaction. The Repurchase Price shall be transferred directly to Purchaser, and Purchaser shall transfer to Seller the related Purchased Assets.
(h) If Agent determines in its good faith and commercially reasonable sole discretion that any Change in Law (except a Change in Law with regard to Taxes (or taxes expressly excluded from Taxes), which is governed solely by Section 8) or any change in accounting rules regarding capital requirements has the effect of reducing the rate of return on Purchaser’s capital or on the capital of any Affiliate of Purchaser under this Agreement as a consequence of such Change in Law or material change in accounting rules, then from time to xxxx Xxxxxx will compensate Purchaser or Purchaser’s Affiliate, as applicable, for such reduced rate of return suffered as a consequence of such Change in Law or change in accounting rules on terms similar to those imposed by Purchaser, except for such amounts which could have been reasonably mitigated by the Purchaser. Further, if due to the introduction of, any change in, or the compliance by Purchaser with (i) any eurocurrency reserve requirement, or (ii) the interpretation of any law, regulation or any guideline or request from any central bank or other Governmental Authority whether or not having the force of law, there shall be an increase in the cost to Purchaser or any Affiliate of Purchaser in engaging in the present or any future Transactions (except a Change in Law with regard to Taxes (or taxes expressly excluded from Taxes), which is governed solely by Section 8)Transactions, then Seller shall, from time to time and upon demand by Purchaser, compensate Purchaser or Purchaser’s Affiliate for such increased costs, and such amounts shall be deemed a part of the Obligations hereunder. Purchaser shall provide Seller with reasonably detailed notice as to any such Change in Law, change in accounting rules or change in compliance promptly following Purchaser’s receipt of actual knowledge thereof.
(i) Seller shall indemnify the Purchaser and hold the Purchaser harmless from any losses, out of pocket costs and/or expenses which the Purchaser may sustain or incur as a result of terminating any Transaction on or before a Repurchase Date arising from the reemployment of funds obtained by the Purchaser hereunder or from actual out of pocket fees and expenses payable to terminate the deposits from which such funds were obtained (“Breakage Costs”), it being understood that in the usual course no Breakage Costs would be expected, unless Seller were to request that Purchaser lock in LIBOR over a period of time or for some other unusual circumstance. The Agent shall deliver to Seller a statement setting forth the amount and basis of determination of any Breakage Costs in such detail as determined in good faith by the Purchaser to be adequate, it being agreed that such statement and the method of its calculation shall be adequate and shall be conclusive and binding upon Seller, absent manifest or demonstrable error. The provisions of this Section 3(i3(h) shall survive termination of this Agreement.
(j) If on any Business Day Agent determines in good faith (which determination shall be conclusive absent manifest or demonstrable error) (a) that adequate and reasonable means do not exist for ascertaining LIBOR; or (b) that LIBOR will not adequately and fairly reflect the cost to Purchaser of entering into or maintaining outstanding Transactions; or (c) that it has become unlawful for any Purchaser to honor its obligation to enter into or maintain outstanding Transactions hereunder using LIBOR, then Agent shall give notice thereof to Seller by telephone, facsimile, or other electronic means as promptly as practicable thereafter and, until Agent notifies Seller that the circumstances giving rise to such notice no longer exist, the Pricing Rate included in any Confirmation with respect to new Transactions and in any calculation of the Price Differential with respect to outstanding Transactions will be determined, subject to the timely approval of Seller after receipt of notice of such revised rate, at a rate per annum that Purchaser determines in its good faith reasonable discretion adequately reflects the cost to Purchaser of making or maintaining such Transactions.
Appears in 1 contract
Samples: Master Repurchase Agreement (PennyMac Mortgage Investment Trust)
The Transactions. (a) It is acknowledged and agreed that, notwithstanding any other provision of this Agreement to the contrary, the facility provided under this Agreement is (i) a committed facility with respect to the Committed Amount and (ii) an uncommitted facility with respect to the Uncommitted Amount, and Purchaser shall not have no any obligation to enter into any Transactions hereunder with respect to the Uncommitted Amount. All purchases of Mortgage Loans Eligible Assets hereunder shall be first deemed committed up to the Committed Amount and then the remainder, if any, shall be deemed uncommitted up to the Uncommitted Amount.
(b) Subject to the terms and conditions of the Program Documents, the Purchaser may enter into Transactions Transactions; provided, that the Aggregate MRA Purchase Price shall not exceed, as of any date of determination, the lesser of (i) the Maximum Aggregate Purchase Price (less the Aggregate EPF Purchase Price) and (ii) the Asset Base.
(c) Unless otherwise agreed, Seller shall request that Purchaser enter into a Transaction with respect to any Eligible Mortgage Loan by delivering to the indicated required parties (each, a “Required Recipient”) the required delivery items (each, a “Required Delivery Item”) set forth in the table below by the corresponding required delivery time (the “Required Delivery Time”), and such Transaction shall occur no later than the corresponding required purchase time (the “Required Purchase Time” ”): Purchased Asset Type Required Delivery Items Required Delivery Time Required Recipient Required Purchase Time Eligible Mortgage Loans (other than Wet-Ink Mortgage Loans) Loan Seller Mortgage Loan Schedule No later than 5:00 p.m. (New York City time) on the Business Day prior to the requested Purchase Date Purchaser Purchaser, Agent and Custodian No later than 5:00 p.m. (New York City time) on the requested Purchase Date For Correspondent Loans, the Correspondent Seller Release, duly executed and delivered by each applicable Correspondent Seller No later than 5:00 p.m. (New York City time) on the Business Day prior to the requested Purchase Date Purchaser The complete Mortgage Files to Custodian for each Mortgage Loan subject to such Transaction No later than 5:00 p.m. (New York City time) on the Business Day prior to the requested Purchase Date Custodian AM Funded Wet-Ink Mortgage Loans Seller Mortgage Loan Schedule No later than 5:00 p.m. (New York City time) on the Business Day prior to the requested Purchase Date Purchaser and Custodian No later than 12:00 noon (New York City time) on the requested Purchase Date PM Funded Wet-Ink Mortgage Loans Seller Mortgage Loan Schedule No later than 2:30 p.m. (New York City time) on the requested Purchase Date Purchaser and Custodian No later than 4:30 p.m. (New York City time) on the requested Purchase Date The date on which any notice pursuant to this Section 3(c) is given is known as the “Notice Date”. By submitting a Seller 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 attached as Exhibit C hereto.
(d) With respect to each Wet-Ink Mortgage Loan, within the time period specified in the Pricing Side Letter, Seller shall cause the related Settlement Agent to deliver, or shall promptly deliver upon receipt from Settlement Agent, to the Custodian the remaining documents in the Mortgage File.
(e) Upon Seller’s request to enter into a Transaction pursuant to Section 3(c) and assuming all conditions precedent set forth in this Section 3 and in Sections 10(a) and (b) have been met, and provided no Default or Event of Default shall have occurred and be continuing, on the requested Purchase Date, Purchaser shall, in the case of a Transaction with respect to the Committed Amount, and may, in its sole discretion discretion, in the case of a Transaction with respect to the Uncommitted Amount, purchase the Eligible Mortgage Loans included in the related Seller Mortgage Loan Schedule by transferring the Purchase Price (net of any related Structuring Fee, Non-Utilization Fee, unpaid Commitment Fee or any other unpaid fees and expense then due and payable by Seller to the Purchaser pursuant to this Agreement) in accordance with the following wire instructions Seller’s Wire Instructions or as otherwise provided: Receiving Bank: Deutsche Bank Trust Company America ABA#: [***] Account Name: Disbursement Account for Barclays Bank PLC Account Number: [***] Attention: [***] . Seller acknowledges and agrees that the Purchase Price includes a mutually negotiated premium allocable to the portion of the Purchased Assets Items that constitutes the related Servicing Rights.
(fe) On the related Price Differential Determination Date, Agent shall calculate the Price Differential for each outstanding Transaction payable on the Monthly Payment Date utilizing the Pricing Rate. Not less than two (2) Business Days prior to each Monthly Payment Date, Agent shall provide Seller with an invoice for the amount of the Price Differential due and payable with respect to all outstanding Transactions, setting forth the calculations thereof in reasonable detail and all accrued fees and expenses then due and owing to Purchaserthe Purchaser from Seller. On the earliest of (1) the Monthly Payment Date or (2) the Termination Date, Seller shall pay to the Purchaser the Price Differential then due and payable by it for (x) all outstanding related Transactions and (y) Purchased Assets for which the Purchaser has received the related Repurchase Price (other than Price Differential) pursuant to Section 3(g3(f) during the prior calendar month.
(gf) With respect to a Transaction, upon the earliest of (1) the Repurchase Date and (2) the Termination Date, Seller shall pay to the Purchaser the related Repurchase Price (other than the related accrued Price Differential) together with any other Obligations then due and payable under this Agreementpayable, and shall repurchase all Purchased Assets then subject to such Transaction. The Repurchase Price shall be transferred directly to the Purchaser, and Purchaser shall transfer to Seller the related Purchased Assetsas set forth in Section 6.
(hg) If Agent determines in its good faith and commercially reasonable sole discretion that any Change in Law (except a Change in Law with regard to Taxes (or taxes expressly excluded from Taxes), which is governed solely by Section 8) or any change in accounting rules regarding capital requirements has the effect of reducing the rate of return on either Purchaser’s capital or on the capital of any Affiliate of either Purchaser under this Agreement as a consequence of such Change in Law or change in accounting rulesrules (it being understood that Purchaser will make such determination consistent with those made with respect to similar borrowers or sellers under similar credit or repurchase agreements), then from time to xxxx Xxxxxx will compensate the Purchaser or Purchaser’s Affiliate, as applicable, for such reduced rate of return suffered as a consequence of such Change in Law or change in accounting rules on terms similar to those imposed by Purchaser, except for such amounts which could have been reasonably mitigated by the Purchaser. Further, if due to the introduction of, any change in, or the compliance by either Purchaser with (i) any eurocurrency reserve requirement, or (ii) the interpretation of any law, regulation or any guideline or request from any central bank or other Governmental Authority whether or not having the force of law, there shall be an increase in the cost to the Purchaser or any Affiliate of Purchaser in engaging in the present or any future Transactions (except a Change in Law it being understood that Purchaser will make the foregoing determinations consistent with regard those made with respect to Taxes (similar borrowers or taxes expressly excluded from Taxessellers under similar credit or repurchase agreements), which is governed solely by Section 8), then Seller shall, from time to time and upon demand by the Purchaser, compensate the Purchaser or Purchaser’s Affiliate for such increased costs, and such amounts shall be deemed a part of the Obligations hereunder. The Purchaser shall provide Seller with reasonably detailed notice as to any such Change in Law, change in accounting rules or change in compliance promptly following Purchaser’s receipt of actual knowledge thereof.
(ih) Following the date on which Seller requests and receives term funding from Purchaser, Seller shall indemnify the Purchaser and hold the Purchaser harmless from any losses, out of pocket costs and/or expenses which that the Purchaser may sustain or incur as a result of terminating any Transaction on or before a Repurchase Date arising from the reemployment of funds obtained by the Purchaser hereunder or from actual out of out-of-pocket fees and expenses payable to terminate the deposits from which such funds were obtained (“Breakage Costs”). The Agent shall deliver to Seller a statement setting forth the amount and basis of determination of any Breakage Costs in such detail as determined in good faith by the Purchaser to be adequate, it being agreed that such statement and the method of its calculation shall be adequate and shall be conclusive and binding upon Seller, absent manifest or demonstrable error. The provisions of this Section 3(i3(h) shall survive termination of this Agreement.
(ji) If on any Business Day Agent determines in good faith (which determination shall be conclusive absent manifest or demonstrable error) (a) that adequate and reasonable means do not exist for ascertaining LIBOR; or (b) that LIBOR will not adequately and fairly reflect the cost to the Purchaser of entering into or maintaining outstanding Transactions; or (c) that it has become unlawful for any Purchaser it to honor its obligation to enter into or maintain outstanding Transactions hereunder using LIBOR, then Agent shall give notice thereof to Seller by telephone, facsimile, or other electronic means as promptly as practicable thereafter and, until Agent notifies Seller that the circumstances giving rise to such notice no longer exist, the Pricing Rate included in any Confirmation with respect to new Transactions and in any calculation of the Price Differential with respect to outstanding Transactions will be determined, subject to the timely approval of Seller after receipt of notice of such revised rate, at a rate per annum that the Purchaser determines determine in its good faith reasonable discretion adequately reflects the cost to the Purchaser of making or maintaining such Transactions.
(j) REO Property.
(i) Seller has taken all actions necessary to fully establish the REO Subsidiary, including, but without limitation, filing a certificate of formation with the applicable state and executing the LLC Agreement.
(ii) Seller (A) holds and will transfer, upon REO Subsidiary becoming a party to the Custodial Agreement, certain REO Properties unrelated to Mortgage Loans that are Purchased Assets (the “Initial REO Properties”) to the REO Subsidiary and shall promptly transfer the REO Asset along with written notice of the Transaction in the form of an REO Subsidiary Schedule of Assets to the Purchaser and Custodian and has transferred to the Custodian electronic copies of the applicable REO Deeds (such date, the “Initial REO Transfer Date”) and (B) (x) subject to any applicable redemption period, has delivered to the Purchaser evidence, as described in clause (iv) hereof, that Seller has caused the REO Deed to be sent for recording in the applicable office of the applicable jurisdiction and (y) has transferred to the Custodian the related REO Property File as the documents contained in therein come into existence.
(iii) At any time subsequent to the initial Transaction that a Mortgage Loan that is a Purchased Asset is foreclosed upon, (A) the record title in such Mortgage Loan shall promptly be vested in and retained by the Nominee, and Seller shall transfer to the Custodian an electronic copy of the related REO Deed (such date, the “Foreclosure Date”) and (B) Seller shall (x) subject to any applicable redemption period, promptly deliver to Purchaser evidence, as described in clause (iv) hereof, that Seller has caused the REO Deed to be sent for recording in the applicable office of the applicable jurisdiction and (y) promptly transfer to the Custodian the related REO Property File as the documents contained in therein come into existence; but, with respect items related to insurance, no more than twenty (20) days, and with respect to items related to the REO Deed, no more than forty-five (45) days, in each case from the Foreclosure Date, unless otherwise agreed to by Purchaser or Agent; provided that if Seller fails to deliver such evidence provided in (x) and (y) of this clause (iii) within the applicable time periods, the related REO Property shall have a Market Value of zero.
(iv) For purposes of this Agreement, a Mortgage Loan that is a Purchased Asset shall be deemed to have converted into an REO Property upon the earliest to occur of the following: (A) an REO Deed shall have been received in the name of the Nominee of the REO Subsidiary with respect to the Mortgaged Property related to such Mortgage Loan; (B) the Nominee of the REO Subsidiary shall have received a receipt or other written acknowledgment acceptable to Purchaser from the filing clerk evidencing the submission for filing of an REO Deed with respect to the Mortgaged Property related to such Mortgage Loan, (C) the Nominee of the REO Subsidiary shall have received a receipt issued by a Governmental Authority evidencing the REO Subsidiary’s right to receive the REO Deed for the Mortgaged Property related to such Mortgage Loan or (D) Purchaser shall have received such other evidence of the Nominee of the REO Subsidiary’s interest in such Converted REO Property acceptable to Purchaser in its reasonable discretion.
(v) On any Foreclosure Date, a Transaction shall be deemed to occur with respect to the Converted REO Property, and the Repurchase Price with respect to such Mortgage Loan shall be reduced to zero and such Repurchase Price shall be accounted for in determining the Purchase Price of such Converted REO Property. A Transaction Notice shall not be required for any such deemed Transaction to occur; however, Seller shall provide prompt written notice in the form of an REO Subsidiary Schedule of Assets to Purchaser and Custodian upon such deemed conversion.
(vi) Pursuant to that certain Flow Assignment Agreement, to be dated at a date following the Effective Date, between REO Subsidiary and RMS, RMS may from time to time assign certain Eligible Mortgage Loans subject to a Transaction to REO Subsidiary. Upon the assignment of any such Eligible Mortgage Loan to REO Subsidiary, Seller shall provide notice thereof to the Purchaser and deliver to the Purchaser an updated Seller Mortgage Loan Schedule showing updated ownership of Eligible Mortgage Loans subject to a Transaction. Thereafter, Seller shall cause REO Subsidiary to fulfill all obligations with respect to such Eligible Mortgage Loans (including without limitation those in Sections 3(e) and (f)). To the extent that an Eligible Mortgage Loan subject to a Transaction is transferred to REO Subsidiary, the value of the REO Asset shall be deemed not to increase by the Purchase Price of such Eligible Mortgage Loans; however any such Eligible Mortgage Loan will retain the Purchase Price assigned to it when it became subject to a Transaction.
(vii) Notwithstanding any of the foregoing, if a Mortgagor shall resume payments on any Eligible Mortgage Loans held by the REO Subsidiary, the parties hereto agree that the REO Subsidiary shall immediately assign such Eligible Mortgage Loans to Seller and provide notice thereof to the Custodian and the Purchaser (in the case of the Purchaser, along with an updated Seller Mortgage Loan Schedule showing updated ownership of Eligible Mortgage Loans subject to a Transaction).
Appears in 1 contract
Samples: Master Repurchase Agreement
The Transactions. (a) It is acknowledged and agreed that, notwithstanding any other provision of this Agreement to the contrary, the facility provided under this Agreement is (i) a committed facility with respect to the Committed Amount and (ii) an uncommitted facility with respect to the Uncommitted Amount, and Purchaser shall have no obligation to enter into any Transactions hereunder with respect to the Uncommitted Amount. All purchases of Mortgage Loans hereunder shall be first deemed committed up to the Committed Amount and then the remainder, if any, shall be deemed uncommitted up to the Uncommitted Amount.
(b) Subject to the terms and conditions of the Program Documents, Purchaser may Buyer hereby agrees to enter into Transactions provided, that the Aggregate MRA with an aggregate Purchase Price shall for all Purchased Loans acquired by Buyer not exceedto exceed the Maximum Aggregate Purchase Price. Unless otherwise agreed, as of any date of determination, the lesser of (i) the Maximum Aggregate Purchase Price (less the Aggregate EPF Purchase Price) and (ii) the Asset Base.
(c) Unless otherwise agreed, related Seller shall request that Purchaser enter into give Buyer and Custodian notice of any proposed purchase at each of 10:00 a.m. New York City time (a Transaction “Notice Time”) two (2) Business Days prior to the applicable Purchase Date. The related Seller shall repurchase Purchased Loans from Buyer on each related Repurchase Date. Each obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Eligible Mortgage Loan by delivering Purchased Loan. The related Seller is obligated to obtain the indicated required parties Purchased Loans from Buyer or its designee at the related Seller’s expense on (each, a “Required Recipient”or after) the required delivery items (each, a “Required Delivery Item”) set forth in the table below by the corresponding required delivery time (the “Required Delivery Time”), and such Transaction shall occur no later than the corresponding required purchase time (the “Required Purchase Time” ): Eligible Mortgage Loans (other than Wet-Ink Mortgage Loans) Seller Mortgage Loan Schedule No later than 5:00 p.m. (New York City time) on the Business Day prior to the requested Purchase Date Purchaser and Custodian No later than 5:00 p.m. (New York City time) on the requested Purchase Date For Correspondent Loans, the Correspondent Seller Release, duly executed and delivered by each applicable Correspondent Seller No later than 5:00 p.m. (New York City time) on the Business Day prior to the requested Purchase Date Purchaser The complete Mortgage Files to Custodian for each Mortgage Loan subject to such Transaction No later than 5:00 p.m. (New York City time) on the Business Day prior to the requested Purchase Date Custodian AM Funded Wet-Ink Mortgage Loans Seller Mortgage Loan Schedule No later than 5:00 p.m. (New York City time) on the Business Day prior to the requested Purchase Date Purchaser and Custodian No later than 12:00 noon (New York City time) on the requested Purchase Date PM Funded Wet-Ink Mortgage Loans Seller Mortgage Loan Schedule No later than 2:30 p.m. (New York City time) on the requested Purchase Date Purchaser and Custodian No later than 4:30 p.m. (New York City time) on the requested Purchase Date The date on which any notice pursuant to this Section 3(c) is given is known as the “Notice related Repurchase Date”. By submitting a Seller 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 attached as Exhibit C hereto.
(db) With respect to each Wet-Ink Mortgage Loan, within Provided that the time period specified in the Pricing Side Letter, Seller shall cause the related Settlement Agent to deliver, or shall promptly deliver upon receipt from Settlement Agent, to the Custodian the remaining documents in the Mortgage File.
(e) Upon Seller’s request to enter into a Transaction pursuant to Section 3(c) and assuming all applicable conditions precedent set forth in this Section 3 and in Sections 10(a) and (b) have been metsatisfied, and provided no Default or Event of Default shall have occurred and be continuing, on the requested Purchase Date, Purchaser shall, in the case of a Transaction with respect to the Committed Amount, and may, in its sole discretion with respect to the Uncommitted Amount, purchase the Eligible Mortgage Loans included in each Purchased Loan that is repurchased by the related Seller Mortgage Loan Schedule on the Repurchase Date shall automatically become subject to a new Transaction unless Buyer is otherwise notified by transferring the Purchase Price (net of any related Structuring Fee, Non-Utilization Fee, or any other unpaid fees and expense then due and payable by Seller to Purchaser pursuant to this Agreement) in accordance with the following wire instructions or as otherwise provided: Receiving Bank: Deutsche Bank Trust Company America ABA#: [***] Account Name: Disbursement Account for Barclays Bank PLC Account Number: [***] Attention: [***] Seller acknowledges and agrees that the Purchase Price includes a mutually negotiated premium allocable to the portion of the Purchased Assets that constitutes the related Servicing Rights.
(f) On the related Price Differential Determination Date, Agent shall calculate the Price Differential for each outstanding Transaction payable on the Monthly Payment Date utilizing the Pricing Rate. Not less than two (2) Business Days prior to each Monthly Payment Date, Agent shall provide Seller with an invoice for the amount of the Price Differential due and payable with respect to all outstanding Transactions, setting forth the calculations thereof in reasonable detail and all accrued fees and expenses then due and owing to Purchaser. On the earliest of at least one (1) Business Day prior to any such Repurchase Date; provided that if the Monthly Payment Repurchase Date or (2) so determined is later than the Termination Date, Seller shall pay to Purchaser the Price Differential then due and payable for (x) all outstanding Transactions and (y) Purchased Assets for which Purchaser has received the related Repurchase Price (other than Price Differential) pursuant to Section 3(g) during the prior calendar month.
(g) With respect to a Transaction, upon the earliest of (1) the Repurchase Date and (2) for such Transaction shall automatically reset to the Termination Date, Seller shall pay to Purchaser the related Repurchase Price (other than the related accrued Price Differential) together with any other Obligations then due and payable under this Agreement, and shall repurchase all Purchased Assets then subject to such Transaction. The Repurchase Price shall be transferred directly to Purchaser, and Purchaser shall transfer to Seller the related Purchased Assets.
(h) If Agent determines in its good faith and commercially reasonable discretion that any Change in Law (except a Change in Law with regard to Taxes (or taxes expressly excluded from Taxes), which is governed solely by Section 8) or any change in accounting rules regarding capital requirements has the effect of reducing the rate of return on Purchaser’s capital or on the capital of any Affiliate of Purchaser under this Agreement as a consequence of such Change in Law or change in accounting rules, then from time to xxxx Xxxxxx will compensate Purchaser or Purchaser’s Affiliate, as applicable, for such reduced rate of return suffered as a consequence of such Change in Law or change in accounting rules on terms similar to those imposed by Purchaser, except for such amounts which could have been reasonably mitigated by the Purchaser. Further, if due to the introduction of, any change in, or the compliance by Purchaser with (i) any eurocurrency reserve requirement, or (ii) the interpretation of any law, regulation or any guideline or request from any central bank or other Governmental Authority whether or not having the force of law, there shall be an increase in the cost to Purchaser or any Affiliate of Purchaser in engaging in the present or any future Transactions (except a Change in Law with regard to Taxes (or taxes expressly excluded from Taxes), which is governed solely by Section 8), then Seller shall, from time to time and upon demand by Purchaser, compensate Purchaser or Purchaser’s Affiliate for such increased costs, and such amounts shall be deemed a part of the Obligations hereunder. Purchaser shall provide Seller with reasonably detailed notice as to any such Change in Law, change in accounting rules or change in compliance promptly following Purchaser’s receipt of actual knowledge thereof.
(i) Seller shall indemnify the Purchaser and hold the Purchaser harmless from any losses, out of pocket costs and/or expenses which the Purchaser may sustain or incur as a result of terminating any Transaction on or before a Repurchase Date arising from the reemployment of funds obtained by the Purchaser hereunder or from actual out of pocket fees and expenses payable to terminate the deposits from which such funds were obtained (“Breakage Costs”). The Agent shall deliver to Seller a statement setting forth the amount and basis of determination of any Breakage Costs in such detail as determined in good faith by the Purchaser to be adequate, it being agreed that such statement and the method of its calculation shall be adequate and shall be conclusive and binding upon Seller, absent manifest or demonstrable error. The provisions of this Section 3(isentence as it might relate to a new Transaction shall expire on such date. For each new Transaction, unless otherwise agreed, (y) shall survive termination of this Agreement.
(j) If on any Business Day Agent determines in good faith (which determination the accrued and unpaid Price Differential shall be conclusive absent manifest or demonstrable errorsettled in cash on each related Repurchase Date, and (z) (a) that adequate and reasonable means do not exist for ascertaining LIBOR; or (b) that LIBOR will not adequately and fairly reflect the cost to Purchaser of entering into or maintaining outstanding Transactions; or (c) that it has become unlawful for any Purchaser to honor its obligation to enter into or maintain outstanding Transactions hereunder using LIBOR, then Agent shall give notice thereof to Seller by telephone, facsimile, or other electronic means as promptly as practicable thereafter and, until Agent notifies Seller that the circumstances giving rise to such notice no longer exist, the Pricing Rate included shall be as set forth in any Confirmation with respect to new Transactions and in any calculation of the Price Differential with respect to outstanding Transactions will be determined, subject to the timely approval of Seller after receipt of notice of such revised rate, at a rate per annum that Purchaser determines in its good faith reasonable discretion adequately reflects the cost to Purchaser of making or maintaining such TransactionsPricing Side Letter.
Appears in 1 contract
The Transactions. (a) It Subject to the limitations set forth in this Agreement, (including without limitation Section 3(b) below), it is acknowledged and agreed that, notwithstanding any other provision of this Agreement to the contrary, the facility provided under this Agreement is (i) a committed facility facility, with respect to the Committed Amount and (ii) an uncommitted facility with respect to the Uncommitted Amount, and Purchaser shall have no obligation to enter into any Transactions hereunder with respect to the Uncommitted Amount. All purchases of Mortgage Loans hereunder shall be first deemed committed up to the Committed Amount and then the remainder, if any, shall be deemed uncommitted up to the Uncommitted Amount.
(b) Subject to the terms and conditions of the Program DocumentsDocuments (including, but not limited to, the conditions precedent set forth in Section 10 hereof), Purchaser may shall enter into Transactions provided, that the Aggregate MRA Purchase Price shall not exceed, as of any date of determination, the lesser of (ia) the Maximum Aggregate Purchase Price (less the Aggregate EPF Purchase Price) and (iib) the Asset Base.
(c) Unless otherwise agreed, Seller shall request that Purchaser enter into a Transaction with respect to any Eligible Mortgage Loan by delivering to the indicated required parties (each, a “Required Recipient”) the required delivery items (each, a “Required Delivery Item”) set forth in the table below by the corresponding required delivery time (the “Required Delivery Time”), and such Transaction shall occur no later than the corresponding required purchase time (the “Required Purchase Time” ”): Eligible Mortgage Loans (other than Wet-Ink Mortgage Loans) Seller Mortgage Loan Schedule No later than 5:00 p.m. (New York City time) on the Business Day prior to the requested Purchase Date Purchaser and Custodian No later than 5:00 3:00 p.m. (New York City time) on the requested Purchase Date For Correspondent all Eligible Mortgage Loans (other than Wet-Ink Mortgage Loans, ): the Correspondent Seller Release, duly executed and delivered by each applicable Correspondent Seller No later than 5:00 p.m. (New York City time) on the Business Day prior to the requested Purchase Date Purchaser The complete Mortgage Files to Custodian for each Mortgage Loan subject to such Transaction No later than 5:00 p.m. (New York City time) on the Business Day prior to the requested Purchase Date Custodian AM Funded Wet-Ink Mortgage Loans Seller Mortgage Loan Schedule No later than 5:00 p.m. (New York City time) on the Business Day prior to the requested Purchase Date Purchaser Purchaser, Custodian and Custodian Disbursement Agent No later than 12:00 noon two (New York City time2) on hours after receipt of the requested Purchase Date PM Funded Wet-Ink Mortgage Loans Seller Mortgage Loan Schedule No later than 2:30 p.m. (New York City time) on Required Delivery Items within the requested Purchase Date Purchaser and Custodian No later than 4:30 p.m. (New York City time) Required Delivery Time on the requested Purchase Date The date on which any notice pursuant to this Section 3(c) is given is known as the “Notice Date”. By submitting a Seller 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 attached as Exhibit C hereto.
(d) With respect to each Wet-Ink Mortgage Loan, within immediately following the time period specified in the Pricing Side LetterPurchase Date, Seller shall deliver or cause the related Settlement Agent to deliver, or shall promptly deliver upon receipt from Settlement Agent, be delivered to the Custodian the remaining documents in the Mortgage File. Upon the Wet-Ink Mortgage Loan Document Receipt Date, the related Wet-Ink Mortgage Loan shall become a Dry Mortgage Loan.
(e) Upon Seller’s request to enter into a Transaction pursuant to Section 3(c) and assuming all conditions precedent set forth in this Section 3 and in Sections 10(a) and (b) have been metmet (or been waived in writing by Purchaser or Agent with respect to Section 10(b)), and provided no Default or Event of Default shall have occurred and be continuing, on the requested Purchase Date, Purchaser shall, in the case of a Transaction with respect to the Committed Amount, Amount and Purchaser may, in its sole discretion discretion, in the case of a Transaction with respect to the Uncommitted Amount, purchase the Eligible Mortgage Loans included in the related Seller Mortgage Loan Schedule by transferring the Purchase Price (net of any related Initial Fee, Structuring Fee, Transaction Fee, Non-Utilization Fee, Fee or any other unpaid fees and expense then due and payable by Seller to Purchaser pursuant to this the Agreement) in accordance with the following wire instructions or as otherwise provided: Receiving Bank: Deutsche Xxxxx Fargo Bank Trust Company America ABA#: [***] Account Name: Disbursement Account for Barclays Bank PLC Velocity Commercial Capital Account Number: [***] Attention: [***] DACA Team Seller acknowledges and agrees that the Purchase Price includes a mutually negotiated premium allocable to the portion of the Purchased Assets that constitutes the related Servicing Rights.
(f) On the related Price Differential Determination Date, Agent shall calculate the Price Differential for each outstanding Transaction payable on the Monthly Payment Date utilizing the Pricing Rate. Not less than two (2) Business Days prior to each Monthly Payment Date, Agent shall provide Seller with an invoice for the amount of the Price Differential due and payable with respect to all outstanding Transactions, setting forth the calculations thereof in reasonable detail and all accrued fees and expenses then due and owing to Purchaser. On the earliest of (1) the Monthly Payment Date or (2) the Termination Date, Seller shall pay to Purchaser the Price Differential then due and payable for (x) all outstanding Transactions and (y) Purchased Assets for which Purchaser has received the related Repurchase Price (other than Price Differential) pursuant to Section 3(g) during the prior calendar month.
(g) With respect to a Transaction, upon the earliest of (1) the Repurchase Date and (2) the Termination Date, Seller shall pay to Purchaser the related Repurchase Price (other than the related accrued Price Differential) together with any other Obligations then due and payable under this Agreementpayable, and shall repurchase all Purchased Assets then subject to such Transaction. The Repurchase Price shall be transferred directly to Purchaser, and Purchaser shall transfer to Seller the related Purchased Assets.
(h) If Agent determines in its good faith and commercially reasonable sole discretion that any Change in Law (except a Change in Law with regard to Taxes (or taxes expressly excluded from Taxes), which is governed solely by Section 8) or any change in accounting rules regarding capital requirements has the effect of reducing the rate of return on Purchaser’s capital or on the capital of any Affiliate of Purchaser under this Agreement as a consequence of such Change in Law or change in accounting rules, then from time to xxxx Xxxxxx will compensate Purchaser or Purchaser’s Affiliate, as applicable, for such reduced rate of return suffered as a consequence of such Change in Law or change in accounting rules on terms similar to those imposed by Purchaser, except Purchaser thereafter and for such amounts which could have been reasonably mitigated by the Purchaserimmediately preceding thirty (30) day period. Further, if due to the introduction of, any change in, or the compliance by Purchaser with (i) any eurocurrency reserve requirement, or (ii) the interpretation of any law, regulation or any guideline or request from any central bank or other Governmental Authority whether or not having the force of law, there shall be an increase in the cost to Purchaser or any Affiliate of Purchaser in engaging in the present or any future Transactions (except a Change in Law with regard to Taxes (or taxes expressly excluded from Taxes), which is governed solely by Section 8)Transactions, then Seller shall, from time to time and upon demand by Purchaser, compensate Purchaser or Purchaser’s Affiliate for such increased costs, and such amounts shall be deemed a part of the Obligations hereunderhereunder thereafter and for the immediately preceding thirty (30) day period. Purchaser shall provide Seller with reasonably detailed prompt notice as to any such Change in Law, change in accounting rules or change in compliance promptly following Purchaser’s receipt of actual knowledge thereof. Purchaser agrees that it shall treat all of its similarly-situated counterparties in the same manner.
(i) Seller shall indemnify pay to Agent on behalf of Purchaser the Non-Utilization Fee in accordance with the terms of the Pricing Side Letter. All payments shall be made to Purchaser and hold the in Dollars, in immediately available funds, without deduction, setoff or counterclaim. Purchaser harmless from any lossesmay, out of pocket costs and/or expenses which the Purchaser may sustain or incur as a result of terminating any Transaction on or before a Repurchase Date arising in its sole discretion, net such Non-Utilization Fee from the reemployment of funds obtained by the Purchaser hereunder or from actual out of pocket fees and expenses payable to terminate the deposits from which such funds were obtained (“Breakage Costs”). The Agent shall deliver to Seller a statement setting forth the amount and basis of determination proceeds of any Breakage Costs in such detail as determined in good faith by Purchase Price paid to Seller. Each payment of the Purchaser to be adequate, it being agreed that such statement and the method of its calculation shall be adequate Non-Utilization Fee is and shall be conclusive deemed to be fully earned and binding upon Seller, absent manifest or demonstrable error. The provisions of this Section 3(i) shall survive termination of this Agreementnon-refundable when paid.
(j) If on any Business Day Agent determines in good faith (which determination shall be conclusive absent manifest or demonstrable error) (a) that adequate and reasonable means do not exist for ascertaining LIBOR; or (b) that LIBOR will not adequately and fairly reflect the cost to Purchaser of entering into or maintaining outstanding Transactions; or (c) that it has become unlawful for any Purchaser to honor its obligation to enter into or maintain outstanding Transactions hereunder using LIBOR, then Agent shall give notice thereof to Seller by telephone, facsimile, or other electronic means as promptly as practicable thereafter and, until Agent notifies Seller that the circumstances giving rise to such notice no longer exist, the Pricing Rate included in any Confirmation with respect to new Transactions and in any calculation of the Price Differential with respect to outstanding Transactions will be determined, subject to the timely approval of Seller after receipt of notice of such revised rate, at a rate per annum that Purchaser determines in its good faith reasonable discretion adequately reflects the cost to Purchaser of making or maintaining such Transactions.
Appears in 1 contract
Samples: Master Repurchase Agreement (Velocity Financial, LLC)
The Transactions. (a) It is acknowledged and agreed that, notwithstanding any other provision of this Agreement to the contrary, the facility provided under this Agreement is (i) a committed facility with respect to the Committed Amount and (ii) an uncommitted facility with respect to the Uncommitted Amount, and Purchaser shall not have no any obligation to enter into any Transactions hereunder with respect to the Uncommitted Amount. All purchases of Mortgage Loans Eligible Assets hereunder shall be first deemed committed up to the Committed Amount and then the remainder, if any, shall be deemed uncommitted up to the Uncommitted Amount.
(b) Subject to the terms and conditions of the Program Documents, the Purchaser may enter into Transactions Transactions; provided, that the Aggregate MRA Purchase Price shall not exceed, as of any date of determination, the lesser of (i) the Maximum Aggregate Purchase Price (less the Aggregate EPF Purchase Price) and (ii) the Asset Base.
(c) Unless otherwise agreed, Seller shall request that Purchaser enter into a Transaction with respect to any Eligible Mortgage Loan by delivering to the indicated required parties (each, a “Required Recipient”) the required delivery items (each, a “Required Delivery Item”) set forth in the table below by the corresponding required delivery time (the “Required Delivery Time”), and such Transaction shall occur no later than the corresponding required purchase time (the “Required Purchase Time” ”): Eligible Mortgage Loans (other than Wet-Ink Mortgage Loans) Loan Seller Mortgage Loan Schedule No later than 5:00 p.m. (New York City time) on the Business Day prior to the requested Purchase Date Purchaser Purchaser, Agent and Custodian No later than 5:00 p.m. (New York City time) on the requested Purchase Date For Correspondent Loans, the Correspondent Seller Release, duly executed and delivered by each applicable Correspondent Seller No later than 5:00 p.m. (New York City time) on the Business Day prior to the requested Purchase Date Purchaser The complete Mortgage Files to Custodian for each Mortgage Loan subject to such Transaction No later than 5:00 p.m. (New York City time) on the Business Day prior to the requested Purchase Date Custodian AM Funded Wet-Ink Mortgage Loans Seller Mortgage Loan Schedule No later than 5:00 p.m. (New York City time) on the Business Day prior to the requested Purchase Date Purchaser and Custodian No later than 12:00 noon (New York City time) on the requested Purchase Date PM Funded Wet-Ink Mortgage Loans Seller Mortgage Loan Schedule No later than 2:30 p.m. (New York City time) on the requested Purchase Date Purchaser and Custodian No later than 4:30 p.m. (New York City time) on the requested Purchase Date The date on which any notice pursuant to this Section 3(c) is given is known as the “Notice Date”. By submitting a Seller 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 attached as Exhibit C hereto.
(d) With respect to each Wet-Ink Mortgage Loan, within the time period specified in the Pricing Side Letter, Seller shall cause the related Settlement Agent to deliver, or shall promptly deliver upon receipt from Settlement Agent, to the Custodian the remaining documents in the Mortgage File.
(e) Upon Seller’s request to enter into a Transaction pursuant to Section 3(c) and assuming all conditions precedent set forth in this Section 3 and in Sections 10(a) and (b) have been met, and provided no Default or Event of Default shall have occurred and be continuing, on the requested Purchase Date, Purchaser shall, in the case of a Transaction with respect to the Committed Amount, and may, in its sole discretion discretion, in the case of a Transaction with respect to the Uncommitted Amount, purchase the Eligible Mortgage Loans included in the related Seller Mortgage Loan Schedule by transferring the Purchase Price (net of any related Structuring Fee, Non-Utilization Fee, unpaid Commitment Fee or any other unpaid fees and expense then due and payable by Seller to the Purchaser pursuant to this Agreement) in accordance with the following wire instructions Seller’s Wire Instructions or as otherwise provided: Receiving Bank: Deutsche Bank Trust Company America ABA#: [***] Account Name: Disbursement Account for Barclays Bank PLC Account Number: [***] Attention: [***] . Seller acknowledges and agrees that the Purchase Price includes a mutually negotiated premium allocable to the portion of the Purchased Assets Items that constitutes the related Servicing Rights.
(fe) On the related Price Differential Determination Date, Agent shall calculate the Price Differential for each outstanding Transaction payable on the Monthly Payment Date utilizing the Pricing Rate. Not less than two (2) Business Days prior to each Monthly Payment Date, Agent shall provide Seller with an invoice for the amount of the Price Differential due and payable with respect to all outstanding Transactions, setting forth the calculations thereof in reasonable detail and all accrued fees and expenses then due and owing to Purchaserthe Purchaser from Seller. On the earliest of (1) the Monthly Payment Date or (2) the Termination Date, Seller shall pay to the Purchaser the Price Differential then due and payable by it for (x) all outstanding related Transactions and (y) Purchased Assets for which the Purchaser has received the related Repurchase Price (other than Price Differential) pursuant to Section 3(g3(f) during the prior calendar month.
(gf) With respect to a Transaction, upon the earliest of (1) the Repurchase Date and (2) the Termination Date, Seller shall pay to the Purchaser the related Repurchase Price (other than the related accrued Price Differential) together with any other Obligations then due and payable under this Agreementpayable, and shall repurchase all Purchased Assets then subject to such Transaction. The Repurchase Price shall be transferred directly to the Purchaser, and Purchaser shall transfer to Seller the related Purchased Assetsas set forth in Section 6.
(hg) If Agent determines in its good faith and commercially reasonable sole discretion that any Change in Law (except a Change in Law with regard to Taxes (or taxes expressly excluded from Taxes), which is governed solely by Section 8) or any change in accounting rules regarding capital requirements has the effect of reducing the rate of return on either Purchaser’s capital or on the capital of any Affiliate of either Purchaser under this Agreement as a consequence of such Change in Law or change in accounting rulesrules (it being understood that Purchaser will make such determination consistent with those made with respect to similar borrowers or sellers under similar credit or repurchase agreements), then from time to xxxx Xxxxxx will compensate the Purchaser or Purchaser’s Affiliate, as applicable, for such reduced rate of return suffered as a consequence of such Change in Law or change in accounting rules on terms similar to those imposed by Purchaser, except for such amounts which could have been reasonably mitigated by the Purchaser. Further, if due to the introduction of, any change in, or the compliance by either Purchaser with (i) any eurocurrency reserve requirement, or (ii) the interpretation of any law, regulation or any guideline or request from any central bank or other Governmental Authority whether or not having the force of law, there shall be an increase in the cost to the Purchaser or any Affiliate of Purchaser in engaging in the present or any future Transactions (except a Change in Law it being understood that Purchaser will make the foregoing determinations consistent with regard those made with respect to Taxes (similar borrowers or taxes expressly excluded from Taxessellers under similar credit or repurchase agreements), which is governed solely by Section 8), then Seller shall, from time to time and upon demand by the Purchaser, compensate the Purchaser or Purchaser’s Affiliate for such increased costs, and such amounts shall be deemed a part of the Obligations hereunder. The Purchaser shall provide Seller with reasonably detailed notice as to any such Change in Law, change in accounting rules or change in compliance promptly following Purchaser’s receipt of actual knowledge thereof.
(ih) Following the date on which Seller requests and receives term funding from Purchaser, Seller shall indemnify the Purchaser and hold the Purchaser harmless from any losses, out of pocket costs and/or expenses which that the Purchaser may sustain or incur as a result of terminating any Transaction on or before a Repurchase Date arising from the reemployment of funds obtained by the Purchaser hereunder or from actual out of out-of-pocket fees and expenses payable to terminate the deposits from which such funds were obtained (“Breakage Costs”). The Agent shall deliver to Seller a statement setting forth the amount and basis of determination of any Breakage Costs in such detail as determined in good faith by the Purchaser to be adequate, it being agreed that such statement and the method of its calculation shall be adequate and shall be conclusive and binding upon Seller, absent manifest or demonstrable error. The provisions of this Section 3(i3(h) shall survive termination of this Agreement.
(ji) If on any Business Day Agent determines in good faith (which determination shall be conclusive absent manifest or demonstrable error) (a) that adequate and reasonable means do not exist for ascertaining LIBOR; or (b) that LIBOR will not adequately and fairly reflect the cost to the Purchaser of entering into or maintaining outstanding Transactions; or (c) that it has become unlawful for any Purchaser it to honor its obligation to enter into or maintain outstanding Transactions hereunder using LIBOR, then Agent shall give notice thereof to Seller by telephone, facsimile, or other electronic means as promptly as practicable thereafter and, until Agent notifies Seller that the circumstances giving rise to such notice no longer exist, the Pricing Rate included in any Confirmation with respect to new Transactions and in any calculation of the Price Differential with respect to outstanding Transactions will be determined, subject to the timely approval of Seller after receipt of notice of such revised rate, at a rate per annum that the Purchaser determines determine in its good faith reasonable discretion adequately reflects the cost to the Purchaser of making or maintaining such Transactions.
Appears in 1 contract
The Transactions. (a) It is acknowledged and agreed that, notwithstanding any other provision of this Agreement to the contrary, the facility provided under this Agreement is (i) a committed facility with respect to the Committed Amount and (ii) an uncommitted facility with respect to the Uncommitted Amount, and Purchaser shall have no obligation to enter into any Transactions hereunder with respect to the Uncommitted Amount. All purchases of Mortgage Loans hereunder shall be first deemed committed up to the Committed Amount and then the remainder, if any, shall be deemed uncommitted up to the Uncommitted Amount.
(b) Subject to the terms and conditions of the Program Documents, Purchaser may Buyer hereby agrees to enter into Transactions provided, that the Aggregate MRA with an aggregate Purchase Price shall for all Purchased Loans acquired by Buyer not exceed, as of any date of determination, the lesser of (i) to exceed the Maximum Aggregate Purchase Price (less the Aggregate EPF Purchase Price) and (ii) the Asset Base.
(c) . Unless otherwise agreed, the related Seller shall request that Purchaser enter into give Buyer and Custodian notice of any proposed purchase at each of 10:00 a.m. New York City time (a “Notice Time”) two (2) Business Days prior to the applicable Purchase Date. Before the applicable Notice Time, the related Seller shall deliver to the Buyer and Custodian a Transaction Notice, a Loan Schedule and a Computer Tape.
(b) The related Seller shall repurchase Purchased Loans from Buyer on each related Repurchase Date. Each obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Eligible Mortgage Loan by delivering Purchased Loan. The related Seller is obligated to obtain the indicated required parties Purchased Loans from Buyer or its designee at the related Seller’s expense on (each, a “Required Recipient”or after) the required delivery items (each, a “Required Delivery Item”) set forth in related Repurchase Date. Provided that the table below by the corresponding required delivery time (the “Required Delivery Time”), and such Transaction shall occur no later than the corresponding required purchase time (the “Required Purchase Time” ): Eligible Mortgage Loans (other than Wet-Ink Mortgage Loans) Seller Mortgage Loan Schedule No later than 5:00 p.m. (New York City time) on the Business Day prior to the requested Purchase Date Purchaser and Custodian No later than 5:00 p.m. (New York City time) on the requested Purchase Date For Correspondent Loans, the Correspondent Seller Release, duly executed and delivered by each applicable Correspondent Seller No later than 5:00 p.m. (New York City time) on the Business Day prior to the requested Purchase Date Purchaser The complete Mortgage Files to Custodian for each Mortgage Loan subject to such Transaction No later than 5:00 p.m. (New York City time) on the Business Day prior to the requested Purchase Date Custodian AM Funded Wet-Ink Mortgage Loans Seller Mortgage Loan Schedule No later than 5:00 p.m. (New York City time) on the Business Day prior to the requested Purchase Date Purchaser and Custodian No later than 12:00 noon (New York City time) on the requested Purchase Date PM Funded Wet-Ink Mortgage Loans Seller Mortgage Loan Schedule No later than 2:30 p.m. (New York City time) on the requested Purchase Date Purchaser and Custodian No later than 4:30 p.m. (New York City time) on the requested Purchase Date The date on which any notice pursuant to this Section 3(c) is given is known as the “Notice Date”. By submitting a Seller 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 attached as Exhibit C hereto.
(d) With respect to each Wet-Ink Mortgage Loan, within the time period specified in the Pricing Side Letter, Seller shall cause the related Settlement Agent to deliver, or shall promptly deliver upon receipt from Settlement Agent, to the Custodian the remaining documents in the Mortgage File.
(e) Upon Seller’s request to enter into a Transaction pursuant to Section 3(c) and assuming all conditions precedent set forth in this Section 3 and in Sections 10(a) and (b) have been metsatisfied, and provided no Default or Event of Default shall have occurred and be continuing, on the requested Purchase Date, Purchaser shall, in the case of a Transaction with respect to the Committed Amount, and may, in its sole discretion with respect to the Uncommitted Amount, purchase the Eligible Mortgage Loans included in each Purchased Loan that is repurchased by the related Seller Mortgage Loan Schedule on the Repurchase Date shall automatically become subject to a new Transaction unless Buyer is otherwise notified by transferring the Purchase Price (net of any related Structuring Fee, Non-Utilization Fee, or any other unpaid fees and expense then due and payable by Seller to Purchaser pursuant to this Agreement) in accordance with the following wire instructions or as otherwise provided: Receiving Bank: Deutsche Bank Trust Company America ABA#: [***] Account Name: Disbursement Account for Barclays Bank PLC Account Number: [***] Attention: [***] Seller acknowledges and agrees that the Purchase Price includes a mutually negotiated premium allocable to the portion of the Purchased Assets that constitutes the related Servicing Rights.
(f) On the related Price Differential Determination Date, Agent shall calculate the Price Differential for each outstanding Transaction payable on the Monthly Payment Date utilizing the Pricing Rate. Not less than two (2) Business Days prior to each Monthly Payment Date, Agent shall provide Seller with an invoice for the amount of the Price Differential due and payable with respect to all outstanding Transactions, setting forth the calculations thereof in reasonable detail and all accrued fees and expenses then due and owing to Purchaser. On the earliest of at least one (1) Business Day prior to any such Repurchase Date; provided that if the Monthly Payment Repurchase Date or (2) so determined is later than the Termination Date, Seller shall pay to Purchaser the Price Differential then due and payable for (x) all outstanding Transactions and (y) Purchased Assets for which Purchaser has received the related Repurchase Price (other than Price Differential) pursuant to Section 3(g) during the prior calendar month.
(g) With respect to a Transaction, upon the earliest of (1) the Repurchase Date and (2) for such Transaction shall automatically reset to the Termination Date, Seller shall pay to Purchaser the related Repurchase Price (other than the related accrued Price Differential) together with any other Obligations then due and payable under this Agreement, and shall repurchase all Purchased Assets then subject to such Transaction. The Repurchase Price shall be transferred directly to Purchaser, and Purchaser shall transfer to Seller the related Purchased Assets.
(h) If Agent determines in its good faith and commercially reasonable discretion that any Change in Law (except a Change in Law with regard to Taxes (or taxes expressly excluded from Taxes), which is governed solely by Section 8) or any change in accounting rules regarding capital requirements has the effect of reducing the rate of return on Purchaser’s capital or on the capital of any Affiliate of Purchaser under this Agreement as a consequence of such Change in Law or change in accounting rules, then from time to xxxx Xxxxxx will compensate Purchaser or Purchaser’s Affiliate, as applicable, for such reduced rate of return suffered as a consequence of such Change in Law or change in accounting rules on terms similar to those imposed by Purchaser, except for such amounts which could have been reasonably mitigated by the Purchaser. Further, if due to the introduction of, any change in, or the compliance by Purchaser with (i) any eurocurrency reserve requirement, or (ii) the interpretation of any law, regulation or any guideline or request from any central bank or other Governmental Authority whether or not having the force of law, there shall be an increase in the cost to Purchaser or any Affiliate of Purchaser in engaging in the present or any future Transactions (except a Change in Law with regard to Taxes (or taxes expressly excluded from Taxes), which is governed solely by Section 8), then Seller shall, from time to time and upon demand by Purchaser, compensate Purchaser or Purchaser’s Affiliate for such increased costs, and such amounts shall be deemed a part of the Obligations hereunder. Purchaser shall provide Seller with reasonably detailed notice as to any such Change in Law, change in accounting rules or change in compliance promptly following Purchaser’s receipt of actual knowledge thereof.
(i) Seller shall indemnify the Purchaser and hold the Purchaser harmless from any losses, out of pocket costs and/or expenses which the Purchaser may sustain or incur as a result of terminating any Transaction on or before a Repurchase Date arising from the reemployment of funds obtained by the Purchaser hereunder or from actual out of pocket fees and expenses payable to terminate the deposits from which such funds were obtained (“Breakage Costs”). The Agent shall deliver to Seller a statement setting forth the amount and basis of determination of any Breakage Costs in such detail as determined in good faith by the Purchaser to be adequate, it being agreed that such statement and the method of its calculation shall be adequate and shall be conclusive and binding upon Seller, absent manifest or demonstrable error. The provisions of this Section 3(isentence as it might relate to a new Transaction shall expire on such date. For each new Transaction, unless otherwise agreed, (y) shall survive termination of this Agreement.
(j) If on any Business Day Agent determines in good faith (which determination the accrued and unpaid Price Differential shall be conclusive absent manifest or demonstrable errorsettled in cash on each related Repurchase Date, and (z) (a) that adequate and reasonable means do not exist for ascertaining LIBOR; or (b) that LIBOR will not adequately and fairly reflect the cost to Purchaser of entering into or maintaining outstanding Transactions; or (c) that it has become unlawful for any Purchaser to honor its obligation to enter into or maintain outstanding Transactions hereunder using LIBOR, then Agent shall give notice thereof to Seller by telephone, facsimile, or other electronic means as promptly as practicable thereafter and, until Agent notifies Seller that the circumstances giving rise to such notice no longer exist, the Pricing Rate included shall be as set forth in any Confirmation with respect to new Transactions and in any calculation of the Price Differential with respect to outstanding Transactions will be determined, subject to the timely approval of Seller after receipt of notice of such revised rate, at a rate per annum that Purchaser determines in its good faith reasonable discretion adequately reflects the cost to Purchaser of making or maintaining such TransactionsPricing Side Letter.
Appears in 1 contract
The Transactions. (a) It is acknowledged and agreed that, notwithstanding any other provision of this Agreement to the contrary, the facility provided under this Agreement is (i) a committed facility with respect to the Committed Amount and (ii) an uncommitted facility with respect to the Uncommitted Amount, and Purchaser shall have no obligation to enter into any Transactions hereunder with respect to the Uncommitted Amount. All purchases of Mortgage Loans hereunder shall be first deemed committed up to the Committed Amount and then the remainder, if any, shall be deemed uncommitted up to the Uncommitted Amount.
(b) Subject to the terms and conditions of the Program Documents, Purchaser Buyer may enter into Transactions provided, that the Aggregate MRA with an aggregate Purchase Price shall for all Purchased Assets acquired by Buyer and sold by Seller not exceed, as of any date of determination, the lesser of (i) to exceed the Maximum Aggregate Purchase Price (less Price. With respect to the Aggregate EPF Purchase Price) and (ii) the Asset Base.
(c) Unless otherwise agreedpurchase of any Assets, Seller shall request that Purchaser enter into a Transaction with respect to any Eligible Mortgage Loan by delivering to the indicated required parties (eachdeliver, a “Required Recipient”) the required delivery items (each, a “Required Delivery Item”) set forth in the table below by the corresponding required delivery time (the “Required Delivery Time”), and such Transaction shall occur no later than the corresponding required purchase time (the “Required Purchase Time” ): Eligible Mortgage Loans (other than Wet-Ink Mortgage Loans) Seller Mortgage Loan Schedule No later than 5:00 p.m. 11:00 a.m. (New York City time) on the two (2) Business Day Days prior to the requested proposed Purchase Date Purchaser (the date on which such notice is so given, the "Notice Date", provided that if such notice is given after 11:00 a.m. (New York City time), the Notice Date shall be deemed to be the next succeeding Business Day and the proposed Purchase Date shall be no earlier than three (3) Business Days after the date such notice is given), the following: (i) a Transaction Notice to Buyer, (ii) a Seller Asset Schedule in a format acceptable to Buyer and Custodian, and (iii) the Asset File to Agent (in the case of Securities) or Custodian No (in the case of Loans) for each Asset subject to such Transaction.
(b) With respect to Securities, the Seller shall deliver the Securities to the Agent no later than 5:00 p.m. 11:00 a.m. (New York City time) on two (2) Business Days prior to the requested proposed Purchase Date For Correspondent Loansas follows:
(i) with respect to Securities delivered or held in definitive, certificated form, the Correspondent Seller ReleaseSellers shall deliver to the Agent, original, definitive certificate representing ownership of such Purchased Securities in form suitable for transfer, with accompanying, duly executed instruments of transfer or appropriate instruments of assignment in the name of the Agent as agent for the benefit of the Buyer (or as the Buyer may otherwise determine in its sole discretion), transfer tax stamps, and delivered by each applicable Correspondent Seller No later than 5:00 p.m. (New York City time) on any other documents or instruments necessary in the Business Day prior reasonable opinion of the Buyer to effect and perfect a legally valid delivery of such security or other item of investment property to the requested Purchase Date Purchaser The complete Mortgage Files to Custodian for each Mortgage Loan subject to such Transaction No later than 5:00 p.m. (New York City time) on the Business Day prior to the requested Purchase Date Custodian AM Funded Wet-Ink Mortgage Loans Seller Mortgage Loan Schedule No later than 5:00 p.m. (New York City time) on the Business Day prior to the requested Purchase Date Purchaser and Custodian No later than 12:00 noon (New York City time) on the requested Purchase Date PM Funded Wet-Ink Mortgage Loans Seller Mortgage Loan Schedule No later than 2:30 p.m. (New York City time) on the requested Purchase Date Purchaser and Custodian No later than 4:30 p.m. (New York City time) on the requested Purchase Date The date on which any notice pursuant to this Section 3(c) is given is known as the “Notice Date”. By submitting a Seller 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 attached as Exhibit C heretoBuyer.
(dii) With respect to each WetSecurities delivered through a Relevant System in book-Ink Mortgage Loanentry form and credited to or otherwise held in an account, within the time period specified in Seller shall provide written instructions to the Pricing Side Letterrelevant financial institution or other entity, and a copy thereof to the Agent, sufficient if complied with to effect and perfect a legally valid delivery of the relevant interest granted therein to Buyer hereunder. The Seller shall cause the related Settlement Agent registration of such Securities or other items of investment property in the name of the Agent. In connection with any account to deliverwhich the Securities are credited or otherwise held, the Seller shall execute and deliver such other and further documents or shall promptly deliver upon receipt from Settlement Agentinstruments necessary, in the reasonable opinion of the Buyer, to effect and perfect a legally valid delivery of the Custodian relevant interest granted therein to Buyer hereunder. Any account to which the remaining documents in Securities are credited or otherwise shall be designated "DB Structured Products, Inc. Account" or such variation thereon as the Mortgage FileBuyer may direct.
(ec) Upon Seller’s 's request to enter into a Transaction pursuant to Section 3(c) and 3(a), DBSP shall, assuming all conditions precedent set forth in this Section 3 and in Sections 10(a) and (b) have been met, and provided no Default or Event of Default shall have occurred and be continuing, on the requested Purchase Date, Purchaser shall, in the case of a Transaction with respect to the Committed Amount, and may, in its sole discretion with respect to the Uncommitted Amount, Date purchase the Eligible Mortgage Loans Assets included in the related Transaction Notice by transferring, via wire transfer (pursuant to wire transfer instructions provided by Seller Mortgage Loan Schedule by transferring on or prior to such Purchase Date), the Purchase Price (net of any related Structuring Fee, Non-Utilization Fee, or any other unpaid fees and expense then due and payable by Seller to Purchaser pursuant to this Agreement) in accordance with the following wire instructions or as otherwise provided: Receiving Bank: Deutsche Bank Trust Company America ABA#: [***] Account Name: Disbursement Account for Barclays Bank PLC Account Number: [***] Attention: [***] Price. Seller acknowledges and agrees that the Purchase Price paid in connection with any Servicing Released Loan that is purchased in any Transaction includes a mutually negotiated premium allocable to the portion of the such Purchased Assets Loan that constitutes the related Servicing Rights.
(fd) On the related Price Differential Determination Date, Agent shall calculate the Price Differential for each outstanding Transaction payable on the Monthly Payment Repurchase Date utilizing the Pricing Rate. Not less than two (2) Business Days prior to each Monthly Payment Date, Agent shall provide Seller with an invoice for the amount of the Price Differential due and payable with respect to all outstanding Transactions, setting forth the calculations thereof in reasonable detail and all accrued fees and expenses then due and owing to Purchaser. On the earliest of (1) the Monthly Payment Date or (2) the Termination Date, Seller shall pay to Purchaser the Price Differential then due and payable for (x) all outstanding Transactions and (y) Purchased Assets for which Purchaser has received the related Repurchase Price (other than Price Differential) pursuant to Section 3(g) during the prior calendar month.
(g) With respect to a Transaction, upon the earliest of (1) Seller shall remit the Repurchase Date and Price to Buyer (2) the Termination Date, Seller shall pay to Purchaser the related Repurchase Price (other than the related accrued Price Differential) together with any other Obligations then due and payable under this Agreement, payable) and shall repurchase all Purchased Assets then subject to such Transaction. The Repurchase Price shall be transferred directly Each obligation to Purchaser, and Purchaser shall transfer repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Asset. Seller is obligated to obtain such Purchased Assets from Buyer or its designee (including the Custodian) at Seller's expense on (or after) the related Repurchase Date. Provided that the applicable conditions in Sections 10(a) and (b) have been satisfied, each Purchased Assets.
Asset that is repurchased by Seller on the related Repurchase Date shall automatically roll forward into a new Transaction (h) If Agent determines in its good faith and commercially reasonable discretion that any Change in Law (except each such forward roll, a Change in Law with regard to Taxes (or taxes expressly excluded from Taxes"Roll"), which is governed solely by Section 8) or any change in accounting rules regarding capital requirements has the effect of reducing the rate of return on Purchaser’s capital or on the capital of any Affiliate of Purchaser under this Agreement as a consequence of such Change in Law or change in accounting rules, then from time to xxxx Xxxxxx will compensate Purchaser or Purchaser’s Affiliate, as applicable, for such reduced rate of return suffered as a consequence of such Change in Law or change in accounting rules on terms similar to those imposed by Purchaser, except for such amounts which could have been reasonably mitigated by the Purchaser. Further, if due to the introduction of, any change in, or the compliance by Purchaser with unless (i) Buyer in its sole discretion otherwise notify Seller at least one (1) Business Day prior to any eurocurrency reserve requirement, such Repurchase Date (provided that no such notice shall be required if a Default or an Event of Default shall have occurred and is continuing) or (ii) the interpretation of any law, regulation or any guideline or request from any central bank or other Governmental Authority whether or not having the force of law, there shall be an increase in the cost to Purchaser or any Affiliate of Purchaser in engaging in the present or any future Transactions Seller otherwise notifies Buyer at least one (except a Change in Law with regard to Taxes (or taxes expressly excluded from Taxes), which is governed solely by Section 8), then Seller shall, from time to time and upon demand by Purchaser, compensate Purchaser or Purchaser’s Affiliate for such increased costs, and such amounts shall be deemed a part of the Obligations hereunder. Purchaser shall provide Seller with reasonably detailed notice as 1) Business Day prior to any such Change Repurchase Date, and if such Purchased Asset shall not be subject to a Roll, Seller shall remit to Buyer the entire Repurchase Price for such Purchased Asset. It is hereby understood that if a Purchased Asset becomes subject to a Roll on a Repurchase Date (such date, a "Roll Date"), (i) such Roll Date will be the Purchase Date for the new Transaction, (ii) if the Repurchase Date for such new Transaction is later than the Termination Date, the Repurchase Date for such new Transaction shall automatically be the Termination Date, and the provisions of this Section 3(d) as they might relate to such new Transaction shall expire on the Termination Date, (iii) Seller will be deemed to have remitted the Repurchase Price to Buyer on such Roll Date, and (iv) Buyer will be deemed to have remitted the related Purchase Price to Seller on such Roll Date; provided, however, in Lawsuch case, change Seller shall be obligated to remit the related Price Differential (together with any other Obligations then due and payable) to Buyer in accounting rules or change in compliance promptly following Purchaser’s receipt of actual knowledge thereofimmediately available funds on such Roll Date.
(ie) If Seller repurchases Purchased Assets on any day which is not a Repurchase Date for such Purchased Assets or if Seller fails to give one (1) Business Day written notice prior to repurchasing related Purchased Assets on a Repurchase Date for such Purchased Assets, Seller shall indemnify the Purchaser related Buyer and hold the Purchaser such Buyer harmless from any losses, out of pocket costs and/or expenses which the Purchaser such Buyer may sustain or incur as a result of terminating any Transaction on or before a Repurchase Date arising from the reemployment of funds obtained by the Purchaser such Buyer hereunder or from actual out of pocket fees and expenses payable to terminate the deposits from which such funds were obtained (“"Breakage Costs”"), in each case for the remainder of the applicable 30-day period. The Agent Such Buyer shall deliver to Seller a statement setting forth the amount and basis of determination of any Breakage Costs in such detail as determined in good faith by the Purchaser such Buyer to be adequate, it being agreed that such statement and the method of its calculation shall be adequate and shall be conclusive and binding upon Seller, absent manifest or demonstrable error. The provisions of this Section 3(i3(e) shall survive termination of this Agreement.
(j) If on any Business Day Agent determines in good faith (which determination shall be conclusive absent manifest or demonstrable error) (a) that adequate and reasonable means do not exist for ascertaining LIBOR; or (b) that LIBOR will not adequately and fairly reflect the cost to Purchaser of entering into or maintaining outstanding Transactions; or (c) that it has become unlawful for any Purchaser to honor its obligation to enter into or maintain outstanding Transactions hereunder using LIBOR, then Agent shall give notice thereof to Seller by telephone, facsimile, or other electronic means as promptly as practicable thereafter and, until Agent notifies Seller that the circumstances giving rise to such notice no longer exist, the Pricing Rate included in any Confirmation with respect to new Transactions and in any calculation of the Price Differential with respect to outstanding Transactions will be determined, subject to the timely approval of Seller after receipt of notice of such revised rate, at a rate per annum that Purchaser determines in its good faith reasonable discretion adequately reflects the cost to Purchaser of making or maintaining such Transactions.
Appears in 1 contract
Samples: Master Repurchase Agreement (Chimera Investment Corp)
The Transactions. (a) It is acknowledged and agreed that, notwithstanding Seller shall repurchase Purchased Assets from Buyer on each related Repurchase Date. Each obligation to repurchase exists without regard to any other provision of this Agreement to the contrary, the facility provided under this Agreement is (i) a committed facility prior or intervening liquidation or foreclosure with respect to the Committed Amount and each Purchased Asset (ii) an uncommitted facility with respect to the Uncommitted Amount, and Purchaser shall have no obligation to enter into any Transactions hereunder with respect to the Uncommitted Amount. All purchases of Mortgage Loans hereunder but liquidation or foreclosure proceeds received by Buyer shall be first deemed committed up applied to reduce the Committed Amount and then Repurchase Price except as otherwise provided herein). Seller is obligated to obtain the remainder, if any, shall be deemed uncommitted up to Purchased Assets from Buyer or its designee (including Custodian) at Seller’s expense on (or after) the Uncommitted Amountrelated Repurchase Date.
(b) Subject to the terms and conditions of the Program Documents, Purchaser may enter into Transactions provided, Provided that the Aggregate MRA Purchase Price shall not exceed, as of any date of determination, the lesser of (i) the Maximum Aggregate Purchase Price (less the Aggregate EPF Purchase Price) and (ii) the Asset Base.
(c) Unless otherwise agreed, Seller shall request that Purchaser enter into a Transaction with respect to any Eligible Mortgage Loan by delivering to the indicated required parties (each, a “Required Recipient”) the required delivery items (each, a “Required Delivery Item”) set forth in the table below by the corresponding required delivery time (the “Required Delivery Time”), and such Transaction shall occur no later than the corresponding required purchase time (the “Required Purchase Time” ): Eligible Mortgage Loans (other than Wet-Ink Mortgage Loans) Seller Mortgage Loan Schedule No later than 5:00 p.m. (New York City time) on the Business Day prior to the requested Purchase Date Purchaser and Custodian No later than 5:00 p.m. (New York City time) on the requested Purchase Date For Correspondent Loans, the Correspondent Seller Release, duly executed and delivered by each applicable Correspondent Seller No later than 5:00 p.m. (New York City time) on the Business Day prior to the requested Purchase Date Purchaser The complete Mortgage Files to Custodian for each Mortgage Loan subject to such Transaction No later than 5:00 p.m. (New York City time) on the Business Day prior to the requested Purchase Date Custodian AM Funded Wet-Ink Mortgage Loans Seller Mortgage Loan Schedule No later than 5:00 p.m. (New York City time) on the Business Day prior to the requested Purchase Date Purchaser and Custodian No later than 12:00 noon (New York City time) on the requested Purchase Date PM Funded Wet-Ink Mortgage Loans Seller Mortgage Loan Schedule No later than 2:30 p.m. (New York City time) on the requested Purchase Date Purchaser and Custodian No later than 4:30 p.m. (New York City time) on the requested Purchase Date The date on which any notice pursuant to this Section 3(c) is given is known as the “Notice Date”. By submitting a Seller 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 attached as Exhibit C hereto.
(d) With respect to each Wet-Ink Mortgage Loan, within the time period specified in the Pricing Side Letter, Seller shall cause the related Settlement Agent to deliver, or shall promptly deliver upon receipt from Settlement Agent, to the Custodian the remaining documents in the Mortgage File.
(e) Upon Seller’s request to enter into a Transaction pursuant to Section 3(c) and assuming all conditions precedent set forth in this Section 3 and in Sections 10(a) and (b) have been metsatisfied, each Purchased Asset that is a Loan that is repurchased by Seller on the 10th day of each month (or, if such 10th day is not a Business Day, the immediately following Business Day) and each Purchased Asset that is an LLC Interest that is repurchased by Seller on the 20th day of each month (or, if such 20th day is not a Business Day, the immediately following Business Day) following the related initial Purchase Date (the day of the month so determined for each month, or any other date designated by Seller to Buyer for such a repurchase on at least one (1) Business Day’s prior notice to Buyer, a “Repurchase Date,” which term shall also include the date determined by application of Section 20) shall automatically become subject to a new Transaction unless Buyer is notified by Seller at least one (1) Business Day prior to the related Repurchase Date; provided, that if the Repurchase Date so determined is later than the Termination Date, the Repurchase Date for such Transaction shall automatically reset to the Termination Date, and provided no Default or Event the provisions of Default this sentence as it might relate to a new Transaction shall have occurred and be continuingexpire on such date. For each Purchased Asset subject to a Transaction, on the requested Purchase Dateunless otherwise agreed, Purchaser shall, in the case of a Transaction (x) with respect to the Committed AmountLLC Interests, and may, in its sole discretion with respect to the Uncommitted Amountextent Buyer does not have access to such report through Citibank, purchase the Eligible Mortgage Loans included in the related Seller Mortgage Loan Schedule by transferring the Purchase Price (net of any related Structuring Fee, Non-Utilization Fee, or any other unpaid fees and expense then due and payable by Seller to Purchaser pursuant to this Agreement) in accordance with the following wire instructions or as otherwise provided: Receiving Bank: Deutsche Bank Trust Company America ABA#: [***] Account Name: Disbursement Account for Barclays Bank PLC Account Number: [***] Attention: [***] Seller acknowledges and agrees that the Purchase Price includes a mutually negotiated premium allocable to the portion of the Purchased Assets that constitutes the related Servicing Rights.
(f) On the related Price Differential Determination Date, Agent shall calculate the Price Differential for each outstanding Transaction payable on the Monthly Payment Date utilizing the Pricing Rate. Not less than two (2) Business Days prior to each Monthly Payment Date, Agent shall provide Seller with an invoice for the amount of the Price Differential due and payable with respect to all outstanding Transactions, setting forth the calculations thereof in reasonable detail and all accrued fees and expenses then due and owing to Purchaser. On the earliest of (1) the Monthly Payment Date or (2) the Termination DateN.A., Seller shall pay provide to Purchaser Buyer the Price Differential then due and payable for (x) all outstanding Transactions and most recent Trustee Report immediately upon Seller’s receipt of same, (y) Purchased Assets for which Purchaser has received the accrued and unpaid Price Differential shall be calculated beginning on the first day and ending on the last day of the calendar month prior to the related Repurchase Price (other than Price Differential) pursuant to Section 3(g) during the prior calendar month.
(g) With respect to a Transaction, upon the earliest of (1) the Date and settled in cash on each related Repurchase Date and (2z) the Termination DatePricing Rate shall be as set forth in the Side Letter. In the event a Pricing Rate is based on a LIBO Rate that is not fixed for any such period, Agent shall establish a LIBO Rate on each Business Day, based on one-month LIBO Rate for each such day, and the Pricing Rate will change upon each change in LIBO Rate. Notwithstanding any other provision herein or in any Program Document, Seller shall pay to Purchaser must repurchase from Buyer each Purchased Asset not later than one (1) year after the transfer of the related Repurchase Price (other than the related accrued Price Differential) together with any other Obligations then due and payable under this Agreement, and shall repurchase all Purchased Assets then subject Eligible Asset from Seller to such TransactionBuyer. The Repurchase Price shall be transferred directly to Purchaser, and Purchaser shall transfer to Seller Date for each Transaction will not occur more than thirty-five (35) days following the related Purchased AssetsPurchase Date for such Transaction.
c) In the event Spirit Seller shall have no further Purchased Assets subject to any outstanding Transactions, then, upon notice of at least three (h3) If Agent determines in its good faith Business Days’ prior notice to Buyer, Spirit Seller may withdraw as a Seller and commercially reasonable discretion that any Change in Law (except a Change in Law with regard to Taxes (or taxes expressly excluded from Taxes), which is governed solely by Section 8) or any change in accounting rules regarding capital requirements has the effect of reducing the rate of return on Purchaser’s capital or on the capital of any Affiliate of Purchaser under this Agreement as a consequence of such Change in Law or change in accounting rules, then from time to xxxx Xxxxxx will compensate Purchaser or Purchaser’s Affiliate, as applicable, for such reduced rate of return suffered as a consequence of such Change in Law or change in accounting rules on terms similar to those imposed by Purchaser, except for such amounts which could and any other Program Document shall have been reasonably mitigated by the Purchaser. Further, if due to the introduction of, any change in, or the compliance by Purchaser with (i) any eurocurrency reserve requirement, or (ii) the interpretation of any law, regulation or any guideline or request from any central bank or other Governmental Authority whether or not having the no further force of law, there shall be an increase in the cost to Purchaser or any Affiliate of Purchaser in engaging in the present or any future Transactions (except a Change in Law with regard to Taxes (or taxes expressly excluded from Taxes), which is governed solely by Section 8), then Seller shall, from time to time and upon demand by Purchaser, compensate Purchaser or Purchaser’s Affiliate for such increased costs, and such amounts shall be deemed a part of the Obligations hereunder. Purchaser shall provide Seller with reasonably detailed notice as to any such Change in Law, change in accounting rules or change in compliance promptly following Purchaser’s receipt of actual knowledge thereof.
(i) Seller shall indemnify the Purchaser and hold the Purchaser harmless from any losses, out of pocket costs and/or expenses which the Purchaser may sustain or incur as a result of terminating any Transaction on or before a Repurchase Date arising from the reemployment of funds obtained by the Purchaser hereunder or from actual out of pocket fees and expenses payable to terminate the deposits from which such funds were obtained (“Breakage Costs”). The Agent shall deliver to Seller a statement setting forth the amount and basis of determination of any Breakage Costs in such detail as determined in good faith by the Purchaser to be adequate, it being agreed that such statement and the method of its calculation shall be adequate and shall be conclusive and binding upon Seller, absent manifest or demonstrable error. The provisions of this Section 3(i) shall survive termination of this Agreement.
(j) If on any Business Day Agent determines in good faith (which determination shall be conclusive absent manifest or demonstrable error) (a) that adequate and reasonable means do not exist for ascertaining LIBOR; or (b) that LIBOR will not adequately and fairly reflect the cost to Purchaser of entering into or maintaining outstanding Transactions; or (c) that it has become unlawful for any Purchaser to honor its obligation to enter into or maintain outstanding Transactions hereunder using LIBOR, then Agent shall give notice thereof to Seller by telephone, facsimile, or other electronic means as promptly as practicable thereafter and, until Agent notifies Seller that the circumstances giving rise to such notice no longer exist, the Pricing Rate included in any Confirmation effect with respect to new Transactions Spirit Seller as a Seller hereunder and in any calculation of the Price Differential with respect to outstanding Transactions will be determined, subject to the timely approval of Seller after receipt of notice of such revised rate, at a rate per annum that Purchaser determines in its good faith reasonable discretion adequately reflects the cost to Purchaser of making or maintaining such Transactionsthereunder.
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The Transactions. (a) It is acknowledged and agreed that, notwithstanding any other provision of this Agreement to the contrary, the facility provided under this Agreement is (i) a committed facility with respect to the Committed Amount and (ii) an uncommitted facility with respect to the Uncommitted Amount, and Purchaser shall have no obligation to enter into any Transactions hereunder with respect to the Uncommitted Amount. All purchases of Mortgage Loans hereunder shall be first deemed committed up to the Committed Amount and then the remainder, if any, shall be deemed uncommitted up to the Uncommitted Amount.
(b) Subject to the terms and conditions of the Program Documents, Purchaser may enter into Transactions Transactions; provided, that the Aggregate MRA Purchase Price shall not exceed, as of any date of determination, the lesser of (ia) the Maximum Aggregate Purchase Price or (less the Aggregate EPF Purchase Price) and (iib) the Asset Base.
(c) Unless otherwise agreedagreed and subject to Section 3(j), Seller shall request that Purchaser enter into a Transaction with respect to any Eligible Mortgage Loan by delivering to the indicated required parties (each, a “Required Recipient”) the required delivery items (each, a “Required Delivery Item”) set forth in the table below by the corresponding required delivery time (the “Required Delivery Time”), and such Transaction shall occur no later than the corresponding required purchase time (the “Required Purchase Time” ”): Eligible Mortgage FHA Buyout Loans (other than Wet-Ink Mortgage Loansi) a Transaction Notice and (ii) Seller Mortgage Loan Schedule No later than 5:00 p.m. (New York City time) on the second Business Day prior to the requested Purchase Date Purchaser and Custodian No later than 5:00 p.m. (New York City time) on the requested Purchase Date For Correspondent Loans, the Correspondent Seller Release, duly executed and delivered by each applicable Correspondent Seller No later than 5:00 p.m. (New York City time) on the Business Day prior to the requested Purchase Date Purchaser The complete Mortgage Files to Custodian for each Mortgage Loan subject to such Transaction No later than 5:00 p.m. (New York City time) on the Business Day prior to the requested Purchase Date Custodian AM Funded Wet-Ink Mortgage Loans Seller Mortgage Loan Schedule No later than 5:00 p.m. (New York City time) on the Business Day prior to the requested Purchase Date Purchaser and Custodian No later than 12:00 noon (New York City time) on the requested Purchase Date PM Funded Wet-Ink Mortgage Loans Seller Mortgage Loan Schedule No later than 2:30 p.m. (New York City time) on the requested Purchase Date Purchaser and Custodian No later than 4:30 p.m. (New York City time) on the requested Purchase Date The date on which any notice pursuant to this Section 3(c) is given is known as the “Notice Date”. By submitting a Seller 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 attached as Exhibit C hereto.
(d) With respect to each Wet-Ink Mortgage Loan, within the time period specified in the Pricing Side Letter, Seller shall cause the related Settlement Agent to deliver, or shall promptly deliver upon receipt from Settlement Agent, to the Custodian the remaining documents in the Mortgage File[Reserved].
(e) Upon Seller’s request to enter into a Transaction pursuant to Section 3(c) and assuming all conditions precedent set forth in this Section 3 and in Sections 10(a) and (b) have been met, and provided no Default or Event of Default shall have occurred and be continuing, on the requested Purchase Date, Purchaser shallshall in the case of a Transaction with respect to the Committed Amount and may, in its sole discretion, in the case of a Transaction with respect to the Committed Amount, and may, in its sole discretion with respect to the Uncommitted Amount, purchase the Eligible Mortgage Loans Loans, each included in the related Seller Mortgage Loan Schedule Transaction Notice, by transferring the Purchase Price (net of any related Structuring Fee, Non-Utilization Fee, or any other unpaid fees and expense then due and Transaction Fees payable by Seller to the Purchaser pursuant to this Agreement) in accordance with the following wire instructions or as otherwise provided: Receiving Bank: Deutsche Bank Trust Company America ABA#: [***] Account Name: Disbursement Account for Barclays Bank PLC Account Number: [***] Attention: [***] provided by Seller. Seller acknowledges and agrees that the Purchase Price includes a mutually negotiated premium allocable to the portion of the Purchased Assets that constitutes the related Servicing Rights. The Seller shall transfer to the Purchaser the purchased Eligible Mortgage Loans.
(f) On the related Price Differential Determination Date, Agent shall calculate the Price Differential for each outstanding Transaction payable on the Monthly Payment Date utilizing the Pricing Rate. Not less than two (2) Business Days prior to each Monthly Payment Date, Agent shall provide Seller with an invoice for the amount of the Price Differential due and payable with respect to all outstanding Transactions, setting forth the calculations thereof in reasonable detail and all accrued fees and expenses then due and owing to the Purchaser. On the earliest of (1) the Monthly Payment Date or (2) the Termination Date, the Seller shall pay to the Purchaser the Price Differential then due and payable for (x) all outstanding related Transactions and (y) Purchased Assets for which the Purchaser has received the related Repurchase Price (other than Price Differential) pursuant to Section 3(g) during the prior calendar month.
(g) With respect to a Transaction, upon the earliest of (1) the Repurchase Date and (2) the Termination Date, the Seller shall pay to the Purchaser the related Repurchase Price (other than the related accrued Price Differential) together with any other Obligations then due and payable under this Agreementpayable, and shall repurchase all Purchased Assets then subject to such Transaction. The Repurchase Price shall be transferred directly to the Purchaser, and the Purchaser shall transfer to Seller the related Purchased Assets.
(h) If Agent determines in its good faith and commercially reasonable discretion that any Change in Law (except a Change in Law with regard to Taxes (or taxes expressly excluded from Taxes), which is governed solely by Section 8) or any change in accounting rules regarding capital requirements has the effect of reducing the rate of return on Purchaser’s capital or on the capital of any Affiliate of Purchaser under this Agreement as a consequence of such Change in Law or change in accounting rules, then from time to xxxx Xxxxxx will compensate the Purchaser or the Purchaser’s Affiliate, as applicable, for such reduced rate of return suffered as a consequence of such Change in Law or change in accounting rules on terms similar to those imposed by Purchaser, except for such amounts which could have been reasonably mitigated by the Purchaser. Further, if due to the introduction of, any change in, or the compliance by Purchaser with (i) any eurocurrency reserve requirement, or (ii) the interpretation of any law, regulation or any guideline or request from any central bank or other Governmental Authority whether or not having the force of law, there shall be an increase in the cost to Purchaser or any Affiliate of Purchaser in engaging in the present or any future Transactions (except a Change in Law with regard to Taxes (or taxes expressly excluded from Taxes), which is governed solely by Section 8)Transactions, then Seller shall, from time to time and upon demand by the Purchaser, compensate the Purchaser or the Purchaser’s Affiliate for such increased costs, and such amounts shall be deemed a part of the Obligations hereunder. The Purchaser shall provide Seller with reasonably detailed notice as to any such Change in Law, change in accounting rules or change in compliance promptly following Purchaser’s receipt of actual knowledge thereof.
(i) Seller shall indemnify pay to the Purchaser and hold the Purchaser harmless from amount of any losses, out of pocket costs and/or expenses Losses which the Purchaser may sustain or incur as a result of terminating any Transaction between Seller and Purchaser on or before a Repurchase Date (except in connection with a termination of this Agreement by the Seller as a result of Purchaser’s failure to purchase an Eligible Loan solely as a result of the condition precedent set forth in Section 10(b)(xii)(C) hereof) arising from the reemployment of funds obtained by the Purchaser hereunder or from actual out of pocket fees and expenses payable to terminate the deposits from which such funds were obtained (“Breakage Costs”). The Agent shall deliver to Seller a statement setting forth the amount and basis of determination of any Breakage Costs in such detail as determined in good faith a commercially reasonable manner by the Purchaser to be adequate, it being agreed that such statement and the method of its calculation shall be adequate and shall be conclusive and binding upon Seller, absent manifest or demonstrable error. The provisions of this Section 3(i) shall survive termination of this Agreement.
(j) If on Notwithstanding anything to the contrary set forth in this Agreement, Seller shall not be permitted to sell any Business Day Agent determines in good faith (which determination shall be conclusive absent manifest or demonstrable error) (a) that adequate and reasonable means do not exist for ascertaining LIBOR; or (b) that LIBOR will not adequately and fairly reflect the cost Mortgage Loans to Purchaser of entering into or maintaining outstanding Transactions; or (c) that it has become unlawful for any Purchaser hereunder pursuant to honor its obligation to enter into or maintain outstanding Transactions hereunder using LIBORthis Agreement until such time as authorized in writing by Agent, then Agent shall give notice thereof to Seller by telephone, facsimile, or other electronic means as promptly as practicable thereafter and, until Agent notifies Seller that the circumstances giving rise to such notice no longer exist, the Pricing Rate included in any Confirmation with respect to new Transactions and in any calculation of the Price Differential with respect to outstanding Transactions will be determined, subject to the timely approval of Seller after receipt of notice of such revised rate, at a rate per annum that Purchaser determines in its good faith reasonable discretion adequately reflects the cost to Purchaser of making or maintaining such Transactionssole discretion.
Appears in 1 contract
Samples: Master Repurchase Agreement (Home Loan Servicing Solutions, Ltd.)
The Transactions. (a) It is acknowledged and agreed that, notwithstanding any other provision of this Agreement to the contrary, the facility provided under this Agreement is (i) a committed facility with respect to the Committed Amount and (ii) an uncommitted facility with respect to the Uncommitted Amountfacility, and Purchaser shall have no obligation to enter into any Transactions hereunder with respect to the Uncommitted Amount. All purchases of Mortgage Loans hereunder shall be first deemed committed up to the Committed Amount and then the remainder, if any, shall be deemed uncommitted up to the Uncommitted Amounthereunder.
(b) Subject to the terms and conditions of the Program Documents, Purchaser may enter into Transactions provided, that the Aggregate MRA Purchase Price shall not exceed, as of any date of determination, the lesser of (i) the Maximum Aggregate Purchase Price (less the Aggregate EPF Purchase Price) and (ii) the Asset Base.
(c) Unless otherwise agreed, if Seller shall wishes to request that Purchaser enter into a Transaction with respect to any one or more Eligible Mortgage Loan by delivering Loans, then Seller shall deliver a Prefunding Request to the indicated required parties (each, a “Required Recipient”) the required delivery items (each, a “Required Delivery Item”) set forth in the table below by the corresponding required delivery time (the “Required Delivery Time”), Purchaser and such Transaction shall occur Disbursement Agent no later than the corresponding required purchase time (the “Required Purchase Time” ): Eligible Mortgage Loans (other than Wet-Ink Mortgage Loans) Seller Mortgage Loan Schedule No later than 5:00 5:30 p.m. (New York City time) on the Business Day prior to the requested Purchase Date, which Prefunding Request shall specify the amount that Seller requests Buyer to fund on the related Purchase Date (such amount, the “Prefunded Amount”). By submitting the Prefunding Request, Seller shall be deemed to have represented that all conditions precedent to the Transactions expected to occur the following day have been satisfied and that all Mortgage Loans to be purchased will be Eligible Mortgage Loans. If all such conditions precedent are satisfied, then no later than 9:30 am (New York City time), on the Purchase Date, Purchaser shall remit the Prefunded Amount to the Disbursement Account. Remitting the Prefunded Amount to the Disbursement Account shall not constitute a purchase, nor an agreement to purchase, any Mortgage Loan.
(d) Once a Prefunding Request has been submitted, Seller may request that Purchaser actually purchase Eligible Mortgage Loans by submitting Seller Mortgage Loan Schedules to Purchaser and Custodian No later than 5:00 Custodian. Seller may submit up to eight (8) Seller Mortgage Loan Schedules at any time after the submission of the Prefunding Request until 4:00 p.m. (New York City time) on the requested Purchase Date For Correspondent Loans, the Correspondent Seller Release, duly executed and delivered by each applicable Correspondent Seller No later than 5:00 p.m. (New York City time) on the Business Day prior to the requested Purchase Date Purchaser The complete Mortgage Files to Custodian for each Mortgage Loan subject to such Transaction No later than 5:00 p.m. (New York City time) on the Business Day prior to the requested Purchase Date Custodian AM Funded Wet-Ink Mortgage Loans Seller Mortgage Loan Schedule No later than 5:00 p.m. (New York City time) on the Business Day prior to the requested Purchase Date Purchaser and Custodian No later than 12:00 noon (New York City time) on the requested Purchase Date PM Funded Wet-Ink Mortgage Loans Seller Mortgage Loan Schedule No later than 2:30 p.m. (New York City time) on the requested Purchase Date Purchaser and Custodian No later than 4:30 p.m. (New York City time) on the requested Purchase Date The date on which any notice pursuant to this Section 3(c) is given is known as the “Notice Date”. By submitting a Seller 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 attached as Exhibit C hereto.
(d) With respect to each Wet-Ink Mortgage Loan, within the time period specified in the Pricing Side Letter, Seller shall cause the related Settlement Agent to deliver, or shall promptly deliver upon receipt from Settlement Agent, to the Custodian the remaining documents in the Mortgage File.
(e) . Upon Seller’s request to enter into a Transaction pursuant to Section 3(c) and assuming 3(d), if all conditions precedent set forth in this Section 3 and in Sections 10(a) and (b) have been met, and provided if all Mortgage Loans to be purchased are Eligible Mortgage Loans, and if no Default or Event of Default shall have occurred and be continuing, then, on the requested Purchase Date, Purchaser shall, in the case of a Transaction with respect to the Committed Amount, and may, in its sole discretion with respect to the Uncommitted Amountdiscretion, purchase the Eligible Mortgage Loans included in the related Seller Mortgage Loan Schedule by transferring instructing the Disbursement Agent to disburse the Purchase Price (net of any related Structuring Fee, Non-Utilization Fee, or any other unpaid fees and expense then due and payable by Seller to Purchaser pursuant to this Agreement) in accordance with the following wire instructions or as otherwise provided: Receiving Bank: Deutsche Bank Trust Company America ABA#: [***] Account Name: Disbursement Account Agreement. On each Purchase Date, no later than 4:45 p.m. (New York City time), if any of the Prefunding Amount from the Business Day prior to such Purchase Date remain with the Disbursement Agent, the Disbursement Agent shall remit such remainder to Purchaser.
(e) In order for Barclays Bank PLC Account Number: [***] Attention: [***] Seller acknowledges and agrees that any Eligible Mortgage Loan to be considered not a Wet-Ink Mortgage Loan, the complete Mortgage File for such Mortgage Loan must be received by the Custodian no later than 5:00 p.m. (New York City time) on the Business Day before the Purchase Price includes a mutually negotiated premium allocable to the portion of the Purchased Assets that constitutes the related Servicing RightsDate.
(f) On the related Price Differential Determination Date, Agent shall calculate the Price Differential for each outstanding Transaction payable on the Monthly Payment Date utilizing the Pricing Rate. Not less than two (2) Business Days prior to each Monthly Payment Date, Agent shall provide Seller with an invoice for the amount of the Price Differential due and payable with respect to all outstanding Transactions, setting forth the calculations thereof in reasonable detail and all accrued fees and expenses then due and owing to Purchaser. On the earliest of (1) the Monthly Payment Date or (2) the Termination Date, Seller shall pay to Purchaser the Price Differential then due and payable for (x) all outstanding Transactions and (y) Purchased Assets for which Purchaser has received the related Repurchase Price (other than Price Differential) pursuant to Section 3(g) during the prior calendar month.
(g) With respect to a Transaction, upon the earliest of (1) the Repurchase Date and (2) the Termination Date, Seller shall pay to Purchaser the related Repurchase Price (other than the related accrued Price Differential) together with any other Obligations then due and payable under this Agreementpayable, and shall repurchase all Purchased Assets then subject to such Transaction. The Repurchase Price shall be transferred directly to Purchaser, and Purchaser shall transfer to Seller the related Purchased Assets.
(h) If Agent determines in its good faith and commercially reasonable discretion that any Change in Law (except a Change in Law with regard to Indemnified Taxes (or taxes expressly excluded from and Excluded Taxes), which is governed solely by Section 8) or any change in accounting rules regarding capital requirements has the effect of reducing the rate of return on Purchaser’s capital or on the capital of any Affiliate of Purchaser under this Agreement as a consequence of such Change in Law or change in accounting rulesLaw, then from time to xxxx Xxxxxx will compensate Purchaser or Purchaser’s Affiliate, as applicable, for such reduced rate of return suffered as a consequence of such Change in Law or change in accounting rules on terms similar to those imposed by Purchaser, except for . The Purchaser shall provide Seller with notice of any such amounts which could have been reasonably mitigated by the PurchaserChange in Law. Further, if due to the introduction of, any change in, or the compliance by Purchaser with (i) any eurocurrency reserve requirement, or (ii) the interpretation of any law, regulation or any guideline or request from any central bank or other Governmental Authority whether or not having the force of law, there shall be an increase in the cost to Purchaser or any Affiliate of Purchaser in engaging in the present or any future Transactions (except a Change in Law with regard to Indemnified Taxes (or taxes expressly excluded from Excluded Taxes), which is governed solely by Section 8), then Seller shall, from time to time and upon demand by Purchaser, compensate Purchaser or Purchaser’s Affiliate for such increased costs, and such amounts shall be deemed a part of the Obligations hereunder. Purchaser shall provide Seller with reasonably detailed notice as to any such Change in Law, change in accounting rules Law or change in compliance promptly following Purchaser’s receipt of actual knowledge thereof.
(i) Seller shall indemnify the Purchaser and hold the Purchaser harmless from any losses, out of pocket costs and/or expenses which the Purchaser may sustain or incur as a result of terminating any Transaction on or before a Repurchase Date arising from the reemployment of funds obtained by the Purchaser hereunder or from actual out of pocket fees and expenses payable to terminate the deposits from which such funds were obtained (“Breakage Costs”). The Agent shall deliver to Seller a statement setting forth the amount and basis of determination of any Breakage Costs in such detail as determined in good faith by the Purchaser to be adequate, it being agreed that such statement and the method of its calculation shall be adequate and shall be conclusive and binding upon Seller, absent manifest or demonstrable error. The provisions of this Section 3(i) shall survive termination of this Agreement.
(j) If on any Business Day Agent determines in good faith (which determination shall be conclusive absent manifest or demonstrable error) (a) that adequate and reasonable means do not exist for ascertaining LIBOR; or (b) that LIBOR will not adequately and fairly reflect the cost to Purchaser of entering into or maintaining outstanding Transactions; or (c) that it has become unlawful for any Purchaser to honor its obligation to enter into or maintain outstanding Transactions hereunder using LIBOR, then Agent shall give notice thereof to Seller by telephone, facsimile, or other electronic means as promptly as practicable thereafter and, until Agent notifies Seller that the circumstances giving rise to such notice no longer exist, the Pricing Rate included in any Confirmation with respect to new Transactions and in any calculation of the Price Differential with respect to outstanding Transactions will be determined, subject to the timely approval of Seller after receipt of notice of such revised rate, at a rate per annum that Purchaser determines in its good faith reasonable discretion adequately reflects the cost to Purchaser of making or maintaining such Transactions.
Appears in 1 contract
