Wet-Ink Mortgage Loans. With respect to each Mortgage Loan that is a Wet-Ink Mortgage Loan, the Settlement Agent has been instructed in writing by Seller to hold the related Mortgage Loan Documents as agent and bailee for Buyer or Buyer agent and to promptly forward such Mortgage Loan Documents in accordance with the provisions of the Custodial Agreement and the Escrow Instruction Letter.
Wet-Ink Mortgage Loans. With respect to Transactions the subject of which are Wet-Ink Mortgage Loans:
(A) With respect to the initial Transaction involving Wet-Ink Mortgage Loans, (i) a Disbursement Agreement or TPO Disbursement Agreement, as applicable, duly executed by the parties thereto in form and substance reasonably acceptable to the Buyer, shall have been delivered to the Buyer and (ii) the accounts and computer systems with the Disbursement Agent necessary for distributing the Purchase Price related to Wet-Ink Mortgage Loans from the Disbursement Account or TPO Disbursement Account, as applicable, under the Disbursement Agreement or TPO Disbursement Agreement, as applicable, shall have been established;
(B) the applicable Seller shall have initiated a Transaction pursuant to the requirements of Section 3(b)(vi) herein;
(C) With respect to Wet-Ink Mortgage Loans, by 11:59 p.m. (New York City time) on the day prior to the related Purchase Date, the applicable Seller shall provide the Buyer with the Estimated Purchase Price for Wet-Ink Mortgage Loans to be funded that day;
(D) On or before 3:00 p.m. (New York City time) on the related Purchase Date, the Buyer and the Disbursement Agent shall have received (a) one or more Asset Schedules, including, without limitation, a schedule setting forth the mortgage loan identification number, the Mortgagor name and the approximate outstanding principal balance of Wet-Ink Mortgage Loans to be purchased by the Buyer on such Purchase Date, (b) the amount of the related Purchase Price (the “Actual Purchase Price”) and (c) a Wiring Schedule; and
(E) On the related Purchase Date, the Buyer shall have received a Wet-Ink Trust Receipt for each Wet-Ink Mortgage Loan with the related Asset Schedule attached thereto from the Custodian.
Wet-Ink Mortgage Loans. With respect to any proposed Transaction involving a Wet-Ink Mortgage Loan:
(A) the Seller shall have provided evidence satisfactory to Buyer that Seller has transferred (or caused to be transferred) funds to the Disbursement Agent on the related Purchase Date to be applied to the origination of such Wet-Ink Mortgage Loan, in an amount equal to the portion of the funding for the origination of such Wet-Ink Mortgage Loan that will not be funded by Buyer pursuant to such Transaction; and
(B) the Settlement Agent has been instructed in writing by Seller to hold the related Mortgage Loan Documents as agent and bailee for Buyer and to promptly forward such Mortgage Loan Documents in accordance with the provisions of the Custodial Agreement and the Escrow Instruction Letter and Seller has confirmed receipt of a Closing Protection Letter and the wire instructions for the Settlement Agent have been validated.
Wet-Ink Mortgage Loans. With respect to a Transaction the subject of which is a Wet-Ink Mortgage Loan (if applicable), (i) Seller shall deliver to Buyer or its Custodian any Mortgage Loan Documents in such Seller’s possession, and (ii) such Seller shall authorize and direct the Closing Agent to deliver the related Mortgage Loan Documents directly to Buyer or its Custodian, in each case, within the Maximum Dwell Time in accordance with the terms of Section 5.02, Exhibit O hereof and the Custodial Agreement.
Wet-Ink Mortgage Loans. In connection with the funding of any Wet-Ink Mortgage Loan, Seller shall provide to the applicable Closing Agent (with a copy to Buyer), (i) the Irrevocable Closing Instructions and (ii) final closing instructions which shall, without limitation, make reference to the Irrevocable Closing Instructions and stipulate the title insurance company that will be issuing the applicable title insurance policy and Closing Protection Letter, which title insurance company shall be an Acceptable Title Insurance Company. In no event shall Seller use such final closing instructions to modify or attempt to modify the terms of the Irrevocable Closing Instructions unless such modifications are agreed to in advance and in writing by Buyer. Seller shall not otherwise modify or attempt to modify the terms of the Irrevocable Closing Instructions without Buyer's prior written approval. If the Closing Agent is not an Acceptable Title Insurance Company, except as otherwise permitted pursuant to Section 2.07(a)(i), Seller shall also (a) confirm that the closing is covered by a blanket Closing Protection Letter issued to Buyer by the title insurance company stipulated in the final closing instructions, and shall provide a copy of such Closing Protection Letter to Buyer; or (b) provide to Buyer (1) a Closing Protection Letter covering the closing issued to Seller by the title insurance company stipulated in the final closing instructions and (2) a duly executed Assignment of Closing Protection Letter relating to the above referenced Closing Protection Letter naming Buyer as the assignee.
Wet-Ink Mortgage Loans. With respect to each Purchased Mortgage Loan that is a Wet-Ink Mortgage Loan, the Closing Agent has been instructed in writing by Seller to hold the related Mortgage File as agent and bailee for Buyer and to promptly forward such Mortgage File in accordance with the provisions of the Custodial and Disbursement Agreement and the escrow instruction letter, if any. (yyy) eNote Legend. If the Mortgage Loan is an eMortgage Loan, the related eNote contains the Agency-Required eNote Legend. (zzz) eNotes. With respect to each eMortgage Loan, the related eNote satisfies all of the following criteria:
a. the eNote bears a digital or electronic signature;
b. the Hash Value of the eNote indicated in the MERS eRegistry matches the Hash Value of the eNote as reflected in the eVault;
c. there is a single Authoritative Copy of the eNote, as applicable and within the meaning of Section 9-105 of the UCC or Section 16 of the UETA or Section 7021 of E-Sign, as applicable, that is held in the eVault;
d. the Location status of the eNote on the MERS eRegistry reflects the MERS Org ID of the Custodian;
e. the Controller status of the eNote on the MERS eRegistry reflects the MERS Org ID of Buyer;
f. the Delegatee status of the eNote on the MERS eRegistry reflects the MERS Org ID of Custodian;
g. the Master Servicer Field status of the eNote on the MERS eRegistry reflects the MERS Org ID of the Seller;
h. the Subservicer Field status of the eNote on the MERS eRegistry (i) reflects, if there is a third-party subservicer, such subservicer's MERS Org ID or (ii) if there is not a subservicer, is blank;
i. there is no Control Failure, eNote Replacement Failure or Unauthorized Master Servicer or Subservicer Modification with respect to such eNote; j. the eNote is a valid and enforceable Transferable Record or comprises "electronic chattel paper" within the meaning of the UCC;
Wet-Ink Mortgage Loans. The Purchase Price of a Wet Ink Mortgage Loan together with the Purchase Price of Purchased Mortgage Loans which are Wet Ink Mortgage Loans does not exceed, (i) during the first and last week of each month, the greater of (x) $35,000,000 and (y) 25% of the aggregate Purchase Price for all Mortgage Loans which are subject to then outstanding Transactions and (ii) at all other times, 15% of the aggregate Purchase Price for all Purchased Mortgage Loans subject to then outstanding Transactions."
Wet-Ink Mortgage Loans. The Purchase Price of a Wet Ink Mortgage Loan together with the Purchase Price of Purchased Mortgage Loans which are Wet Ink Mortgage Loans does not exceed, during the period beginning on the third from last Business Day of each calendar month, through and including the seventh Business Day of next succeeding calendar month, $80,000,000 and, at all other times, $50,000,000; provided that such amounts referred to above in this clause (zz) shall be reduced to $50,000,000 and $35,000,000, respectively, in the event that the Guarantor has cash, Cash Equivalents and unused borrowing capacity on unencumbered assets that could be drawn against (taking into account required haircuts) under committed warehouse and repurchase facilities in an amount less than $20,000,000.
Wet-Ink Mortgage Loans. The Purchase Price of a Wet Ink Mortgage Loan together with the Purchase Price of Purchased Mortgage Loans which are Wet Ink Mortgage Loans does not exceed, during the period beginning on the third from last Business Day of each calendar month, through and including the seventh Business Day of next succeeding calendar month, $80,000,000 and, at all other times, $50,000,000; provided that such amounts referred to above in this clause (zz) shall be reduced to $50,000,000 and $35,000,000, respectively, in the event that the Guarantor has cash, Cash Equivalents and unused borrowing capacity on unencumbered assets that could be drawn against (taking into account required haircuts) under committed warehouse and repurchase facilities in an amount less than either (a) $20,000,000, or (b) $17,500,000 in the event that Seller has unused committed sale capacity on unencumbered assets that could be sold under the Capital Z Residual Sale Agreement in an amount equal to not less than $10,000,000.
1.6 The following new definitions are hereby inserted in Section 2 of the Agreement in their appropriate alphabetical location:
Wet-Ink Mortgage Loans. The Buyer shall not be required to purchase any Wet-Ink Mortgage Loans unless the required documents for each such Wet-Ink Mortgage Loan set forth in the Wet-Ink Procedures has been delivered to the Buyer.
