CONSENT AGREEMENT
Exhibit 10.7
Execution Version
This Consent Agreement (this “Agreement”), made this 17th day of January, 2014, (the “Effective Date”), is by and among the Federal Home Loan Mortgage Corporation a corporate instrumentality of the United States (“Xxxxxxx Mac”), Green Tree Servicing LLC, a limited liability company formed and existing under the laws of the State of Delaware, whose chief executive office is located at 000 Xxxxx Xxxxx Xxxxxx, 0000 Xxxxxxxx Xxxxxx, Xxxxx Xxxx, Xxxxxxxxx 00000 (“Servicer”), Green Tree Advance Receivables III LLC, a special purpose entity formed as a Delaware limited liability company wholly owned by Servicer (“Depositor”), Green Tree Agency Advance Funding Trust I, a Delaware statutory trust with Depositor as its sole owner (“Assignee”), Xxxxx Fargo Bank, N.A., not in its individual capacity but solely as indenture trustee for holders of notes to be issued by Assignee (“Indenture Trustee”) pursuant to the Indenture dated as of January 16, 2014 between Assignee and Indenture Trustee; the foregoing are hereinafter referred to individually as a “Party” and collectively as the “Parties”.
W I T N E S S E T H
WHEREAS, Servicer, in order to obtain funding for advances subject to reimbursement from Xxxxxxx Mac (the “Financing”), desires to assign to Depositor, which in turn shall assign to Assignee (such assignments, together, being herein called the “Reimbursement Assignments”), all of Servicer’s present and future rights, as expressly set forth in, and subject to the limitations of, the Guide (defined below) and/or the Purchase Documents (as defined in the Guide) to reimbursement for advances of delinquent principal and interest (subject to the provisions of Section 3 of this Agreement), advances of taxes and insurance, and all other advances including foreclosure and liquidation and related expenses (collectively, the “Reimbursement Amounts”), required to be made by Servicer under the Guide and/or the Purchase Documents, including, but not limited to, the requirements of Guide Chapter 71, and Guide Sections 76.21 and 56.10, or other replacement Sections or Chapters, if any (including, without limitation, the requirements of other Guide Chapters or Sections governing reimbursement of advances), with respect to Mortgages serviced for Xxxxxxx Mac under Seller/Servicer Number 158586 related to the Mortgage loans specifically identified in Schedule A hereto, as may be amended from time to time, (such rights and Reimbursement Amounts are herein collectively called the “Reimbursement Rights”), which Schedule A is in the form of a print-out of an exchange of e-mails between Servicer and Xxxxxxx Mac (the “E-Mail Exchange”), with an attached spread sheet identifying, by Xxxxxxx Mac loan number, the applicable Mortgage loans subject to this Agreement, as such spread sheet may be amended by mutual agreement signed by all Parties hereto;
WHEREAS, Assignee and Indenture Trustee, have entered into an Indenture, dated as of January 16, 2014 between Assignee and Indenture Trustee, (the “Indenture”, a true and correct copy of which has been provided to Xxxxxxx Mac), pursuant to which, among other things, Assignee granted to Indenture Trustee, on behalf of the holders of the Notes (as defined in the Indenture and sometimes referred to as the “Secured Parties”), a security interest in, among other things, the Reimbursement Rights (such pledge of the Reimbursement Rights under the Indenture, together with the Reimbursement Assignments, the “Reimbursement Assignments and Pledge”);
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WHEREAS, under the terms of the Xxxxxxx Mac Single-Family Seller/Servicer Guide (the “Guide”), to which Servicer is a party, Xxxxxxx Mac’s consent is required with respect to the grant of such Reimbursement Assignments and Pledge; and
WHEREAS, Servicer has requested that Xxxxxxx Mac consent to (a) Servicer’s assignment of the Reimbursement Rights to Depositor and Depositor’s assignment of the Reimbursement Rights to Assignee, in each case pursuant to the terms and provisions of the Receivables Sale Agreement (as defined in the Indenture) and the Receivables Pooling Agreement (as defined in the Indenture), as applicable, and (b) Assignee’s grant of the Reimbursement Assignments and Pledge pursuant to the terms and provisions of the Indenture, and Xxxxxxx Mac is willing to do so, in consideration of the acknowledgments, promises, undertakings, covenants, warranties and representations on the part of Servicer set forth in this Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:
1. Recitals; Consent to Reimbursement Assignments and Pledge. The recitals above are hereby incorporated herein by this reference, as a substantive contractual part of this Agreement. In reliance upon the covenants, representations and warranties of Servicer set forth in this Agreement and/or in the Purchase Documents, and subject to the terms and conditions stated herein, Xxxxxxx Mac consents to (a) Servicer’s assignment of the Reimbursement Rights to Depositor, and (b) Depositor’s assignment of the Reimbursement Rights to Assignee, in each case pursuant to the terms and provisions of the Receivables Sale Agreement (as defined in the Indenture) and the Receivables Pooling Agreement (as defined in the Indenture), as applicable, and the grant by Assignee of the Reimbursement Assignments and Pledge. Servicer agrees to provide, from time to time, promptly upon request, such information as Xxxxxxx Mac may reasonably request, including (without limitation) the identity of Assignee, the information outlined on Schedule B (including updates of same), and the terms and conditions of the Reimbursement Assignments and Pledge and the structured finance arrangement pursuant to which the Financing will occur, provided, however, that Servicer shall not be obligated to disclose the interest rate or other confidential pricing information regarding such structured finance arrangement. The execution and delivery of this Agreement by Servicer constitutes notice to Xxxxxxx Mac of such assignments and pledges, and the execution and delivery of this Agreement by Xxxxxxx Mac constitutes acknowledgment that Xxxxxxx Mac has received such information to grant its consent, including without limitation the terms and conditions of the Reimbursement Assignments and Pledge and the structured finance arrangement pursuant to which such Reimbursement Assignments are financed.
In addition, Xxxxxxx Mac hereby acknowledges and consents, subject to the terms, provisions and conditions of this Agreement, that prior to the Termination Date (as defined below), Xxxxxxx Mac will not consent to (x) the assignment by Servicer of the Reimbursement Rights to any party (other than a Party to this Agreement), or (y) any other transaction with any party that is not a Party to this Agreement relating to Servicer’s rights with respect to the Reimbursement Rights
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(including, without limitation, any transaction evidenced by a consent agreement in form and substance comparable to this Agreement). “Termination Date” means the earlier to occur of (i) payment in full by Xxxxxxx Mac or other reimbursement of all outstanding Reimbursement Amounts (which payment shall be made as and when required by the Guide and/or any other applicable Purchase Documents absent the existence of an assignment of the Reimbursement Rights but without regard to any default by the Servicer) following termination by Xxxxxxx Mac as contemplated in Section 7 of this Agreement or pursuant to Section 17 of this Agreement, and (b) the provision by Indenture Trustee, on behalf of the Secured Parties, of a written notice to Xxxxxxx Mac (the “Indenture Trustee Final Notice”) that the Indenture has been satisfied and discharged in full (from whatever source), provided that (I) Indenture Trustee shall give Xxxxxxx Mac prompt written notice of the satisfaction and discharge in full of the Indenture, and (II) Xxxxxxx Mac shall be entitled, from time to time, to submit a written inquiry to Indenture Trustee as to whether the satisfaction and discharge in full of the Indenture has occurred.
2. Xxxxxxx Mac’s Subordination of Right of Setoff. Notwithstanding anything to the contrary in the Guide, Xxxxxxx Mac, Servicer, Depositor, Assignee, and Indenture Trustee agree that to the extent of the Financing, Xxxxxxx Mac will not set off or net any claims it might have against Servicer or any Affiliate of Servicer (as defined below), or payments due to Xxxxxxx Mac from Servicer or any Affiliate of Servicer, from (i) reimbursements Xxxxxxx Mac owes to Servicer or any Affiliate of Servicer, on account of the Reimbursement Rights, (ii) amounts that Servicer receives from a transferee servicer pursuant to Sections 56.10(c) and (d) of the Guide on account of Reimbursement Rights, or (iii) amounts that Servicer receives upon subsequent receipt of any Principal and Interest Payments (as such term is defined in the Guide), on account of the Reimbursement Rights; provided however, that Secured Party agrees that if Servicer receives reimbursements as described in (ii) and (iii) above in this sentence, and such payments are duplicative (that is, Servicer is being reimbursed twice for the same advances), then Secured Party will promptly return the excess payments to Xxxxxxx Mac. As used herein, (x) “Affiliate of Servicer” means, with respect to Servicer, any Person directly or indirectly controlling, controlled by or under common control with Servicer, and (y) “Person” means an individual, corporation, limited liability company, partnership, joint venture, trust or unincorporated organization). Upon the earlier to occur of (A) the payment in full (from whatever source) of the Notes (as defined in the Indenture), or (B) Xxxxxxx Mac’s receipt of an Indenture Trustee Final Notice, Xxxxxxx Mac may, in its sole and absolute discretion, set off against the Reimbursement Rights (that is, subtract from the amount of the Reimbursement Rights) the amounts of any and all damages, fees, costs and expenses relating to defaults and/or outstanding obligations of Servicer (and/or of any Affiliate of Servicer) due and owing to Xxxxxxx Mac, including, but not limited to, amounts owed to Xxxxxxx Mac for any mortgage loan repurchases or claim amounts arising under any other agreement between Servicer (and/or of any Affiliate of Servicer) and Xxxxxxx Mac.
3. Payment to Servicer. During the term of this Agreement, all payments, if any, made by Xxxxxxx Mac relating to the Reimbursement Rights will be paid directly to the blocked account described in Schedule C hereto (the “Blocked Account”). Servicer will be deemed, by virtue of Servicer’s execution of this Agreement, to have specifically and irrevocably consented to any directed payment of the Reimbursement Rights to the Blocked Account until such time as the Indenture Trustee Final Notice shall have been delivered, and Xxxxxxx Mac will have no obligation to confirm with Servicer any such direction or payment. For the avoidance of doubt,
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(i) the Guide requires that Xxxxxxx Mac remit to Servicer reimbursement for advances of taxes and insurance and certain other advances, including foreclosure and liquidation and related expenses, required to be made or incurred by Servicer pursuant to the Guide and/or the Purchase Documents; and (ii) although the definition of “Reimbursement Amounts” does include the reimbursement of advances for delinquent principal and interest payments required to be made by Servicer pursuant to the Guide and/or the Purchase Documents, any such reimbursement from Xxxxxxx Mac will be in the form of either (i) crediting delinquent Principal and Interest Payments (as such term is defined in the Guide) advanced with respect to the Mortgage loans against amounts otherwise required to be remitted by Servicer to Xxxxxxx Mac, in which case the old advances shall be deemed reimbursed and the full amount of the new advances without regard to the credit shall be deemed to have been remitted, such that Servicer shall remain entitled to reimbursement of the new advance amount as if such new advance amount had been an out-of-pocket payment, or (ii) permitting Servicer to reimburse itself for delinquent principal and interest advanced with respect to the Mortgage loans by netting those amounts from amounts otherwise required to be remitted by Servicer to Xxxxxxx Mac, in which case the old advances shall be deemed reimbursed and the full amount of the new advances without regard to the amount netted shall be deemed to have been remitted, such that Servicer shall remain entitled to reimbursement of the new advance amount as if such new advance amount had been an out-of-pocket payment. Issuer, Depositor and Servicer acknowledge and agree that, to the extent not previously reimbursed in cash, such amounts credited or netted with respect to delinquent principal and interest advanced shall be deposited by Servicer directly into the Blocked Account for the benefit of the Noteholders in accordance with the terms of the Indenture.
4. Purpose of Reimbursement Assignment; No Additional Interests in Reimbursement Rights. Servicer, Depositor, and Assignee covenant to Xxxxxxx Mac that the Reimbursement Assignments and Pledge will only be made pursuant to the terms of this Agreement and the Indenture, provided that in the event of a conflict between this Agreement and the Indenture, the provisions of this Agreement shall prevail. Servicer, Depositor, and Assignee each represents, warrants and covenants (as applicable to each such entity) that, other than the Reimbursement Assignments and Pledge, none of such entities has, or will, sell, grant or convey to any other Person any interest whatsoever in the Reimbursement Rights; provided, that, upon the occurrence and during the continuance of an “Event of Default” under the Indenture, Indenture Trustee may, in connection with the enforcement of the Reimbursement Assignments and Pledge and its exercise of remedies pursuant to the Transaction Documents and applicable law, including, without limitation, applicable provisions of the Uniform Commercial Code (“UCC”), sell the Reimbursement Rights to an approved Xxxxxxx Mac Seller/Servicer or such other person or entity approved in writing by Xxxxxxx Mac in advance of such conveyance, which approval may be granted or withheld by Xxxxxxx Mac in its sole and absolute discretion.
5. Filing of Financing Statement. In recognition of the structured finance arrangement discussed herein, Servicer, Depositor and Assignee agree to insert (and Xxxxxxx Mac agrees not to object to) language similar to that presented below in any financing statement filed by Indenture Trustee or Servicer, naming Servicer as debtor, under the UCC with respect to the Reimbursement Assignments and Pledge:
“The Security Interest perfected by this financing statement is subject and subordinate, in each and every respect, to all rights, powers, and prerogatives of Xxxxxxx Mac under and
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in connection with (i) the terms and conditions of that certain Consent Agreement dated as of January 17, 2014 (the ‘Consent Agreement’), with respect to the ‘Reimbursement Assignments and Pledge’ of the ‘Reimbursement Rights’ (as such terms are defined in the Consent Agreement), by and among Xxxxxxx Mac, Green Tree Servicing LLC, Green Tree Advance Receivables III LLC, Green Tree Agency Advance Funding Trust I (acting through Wilmington Trust, National Association, its Owner Trustee) and Xxxxx Fargo Bank, N.A., and (ii) the terms and conditions of the Purchase Documents as defined in the Xxxxxxx Mac Single Family Seller/Servicer Guide, as it may be amended from time to time, other than as set forth pursuant to the express terms and provisions of the Consent Agreement.”
6. Non-Applicability of Transaction Documents. Each of the Parties hereto agrees, and expressly acknowledges its understanding, that Xxxxxxx Mac shall not be bound in any way whatsoever by any terms or provisions of the Indenture or any other transaction document pursuant to which the Reimbursement Assignments and Pledge are created (the Indenture and any such other agreement are herein called the “Transaction Documents”), and that in the event of an actual or apparent conflict between the provisions of the Transaction Documents and the provisions of this Agreement with respect to the respective rights or obligations of Servicer, Depositor or Assignee, the provisions of this Agreement shall govern. Furthermore, each of the Parties hereto covenants and agrees not to amend, modify or supplement the Indenture or any other Transaction Document without the prior written consent of Xxxxxxx Mac, which consent may be granted or withheld in Xxxxxxx Mac’s sole and absolute discretion; if Xxxxxxx Mac determines that any such amendment, modification or supplement would not be materially adverse to Xxxxxxx Mac in any respect, including without limitation, with respect to Xxxxxxx Mac’s rights and agreements hereunder, then Xxxxxxx Mac will grant such consent as soon as reasonably practicable.
7. Continuation of Security Interest in Proceeds. Each of the Parties agrees, and expressly acknowledges its understanding, that if Xxxxxxx Mac exercises its right to suspend or terminate Servicer’s eligibility to service Mortgage loans for Xxxxxxx Mac, the Reimbursement Assignments and Pledge shall continue in full force with respect to the Reimbursement Rights, subject to the terms of this Agreement. Xxxxxxx Mac agrees that (i) if Servicer is terminated by Xxxxxxx Mac (or Servicer’s servicing rights related to the Reimbursement Rights are otherwise transferred away from Servicer) pursuant to the terms and provisions of the Purchase Documents, (ii) Servicer voluntarily resigns as servicer under the Purchase Documents with respect to any of the Mortgage loans identified on Schedule A, or (iii) Servicer, Depositor and/or Assignee defaults under the Indenture or any related Transaction Documents, then the Reimbursement Rights shall be vested in Assignee (but only to the extent that such Reimbursement Rights would, under the Guide and/or any other applicable Purchase Documents, have been vested, as of the applicable date of any such termination or transfer of servicing, in Servicer absent the existence of the Reimbursement Assignments and Pledge), and as promptly as practicable, and in any event within ten (10) calendar days, after Xxxxxxx Mac’s giving or receipt (as applicable) of notice of any such occurrence, Xxxxxxx Mac shall make commercially reasonable efforts to (x) provide that all payments made or amounts payable by Xxxxxxx Mac in respect of the Reimbursement Rights (which payments shall be made as and when required pursuant to the Guide and/or any other applicable Purchase Documents absent the existence of the assignment of the Reimbursement Rights) shall be made to the Blocked Account and, if
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applicable, prior to any advance reimbursement payments made to the successor servicer, and (y) enforce the provisions of Guide Section 56.10 and the requirement that the successor servicer pay in full the aggregate Reimbursement Rights outstanding as of the date of transfer, together with all delinquent interest (net of prepaid interest) and delinquent principal advanced (net of prepaid principal) to Xxxxxxx Mac by Servicer as of the effective date of the servicing transfer and direct such successor servicer to remit such amounts to the Blocked Account. Servicer, Depositor and Assignee hereby authorize Xxxxxxx Mac to accept the written instructions of Indenture Trustee with respect to payments to the Blocked Account. Xxxxxxx Mac hereby agrees that it shall endeavor to provide each of Depositor, Assignee and Indenture Trustee, with any notice of Servicer termination or notice of the voluntary resignation of Servicer within ten (10) calendar days following the date thereof; provided, however, that Xxxxxxx Mac will not be liable to any Party for failure to provide such notice by such deadline. Assignee hereby agrees that it shall promptly provide Xxxxxxx Mac with notice of the occurrence of any “Event of Default” under the Indenture or any other Transaction Document.
8. Participations and Assignments. The holder of any Notes (as defined in the Indenture) issued pursuant to the Indenture (or, if any holder of any Notes issued pursuant to the Indenture sells one or more participations in such Notes, or assigns a portion of such Notes or otherwise enters into any arrangement whereby one or more entities have rights by, through, or with, such holder with respect to the security interest created pursuant to the Reimbursement Assignments and Pledge, any such participants and assignees) shall benefit under this Agreement solely through (and the rights of any such participants and assignees shall be derived solely from) Assignee and Indenture Trustee. Xxxxxxx Mac’s only obligations relative to the Reimbursement Assignments and Pledge are as expressly set forth in this Agreement, and (i) Xxxxxxx Mac shall have no liability to, and no obligation hereunder to deal with, any holder of, or any such participant or assignee in, the Notes made pursuant to the Indenture, and (ii) Servicer hereby indemnifies Xxxxxxx Mac from and against any and all loss, costs, damages and expenses (including, without limitation, attorneys’ fees and costs) arising out of or relating to any claim made by any such holder, participant or assignee in a manner other than as described in this Section 8.
9. Entire Agreement. This Agreement constitutes the entire agreement among the Parties concerning the subject matter hereof, and supersedes any and all prior representations, statements, discussions and negotiations concerning such agreements and the subject matter hereof which may have been made or which may have occurred prior to or contemporaneous with the execution of this Agreement.
10. Amendments; Defined Terms. This Agreement may not be amended, and none of its terms may be modified or waived, except by a writing that specifically refers to this Agreement and that expressly states that it constitutes an amendment, modification or waiver to this Agreement, and which is signed by the Party or Parties against whom enforcement of the amendment, modification or waiver is sought. Capitalized terms not defined in this Agreement shall have the meanings ascribed to them in the Guide.
11. Severability. If any term or provision of this Agreement shall be held to be invalid or unenforceable by a court of competent jurisdiction, the validity and enforceability of all of the remaining provisions of this Agreement shall not be affected, and the rights and obligations of the Parties shall be construed and enforced as if this Agreement did not contain the particular term or provision held to be invalid or unenforceable.
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12. Rights Cumulative. All rights granted to Xxxxxxx Mac hereunder shall be cumulative and shall be in addition to any other rights that Xxxxxxx Mac may have under the Purchase Documents, at law or in equity. Except as otherwise expressly set forth in this Agreement, nothing in this Agreement is intended to or shall be construed to amend or modify any of the terms or provisions of the Purchase Documents or any other agreements between Servicer and Xxxxxxx Mac.
13. No Waiver. Neither delay on the part of Xxxxxxx Mac in the exercise any of its rights hereunder, nor any partial exercise of any such right, shall constitute a waiver of such right or of any other rights of Xxxxxxx Mac under this Agreement.
14. Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon, and shall inure to the benefit of, the Parties hereto and their respective successors and assigns. Notwithstanding anything herein to the contrary, it is understood and agreed that none of Servicer, Depositor or Assignee shall have any rights to direct Xxxxxxx Mac in any way pursuant to this Agreement or to bring any action or proceeding against Xxxxxxx Mac pursuant to this Agreement to enforce any of Xxxxxxx Mac’s obligations hereunder, and only Indenture Trustee shall have the right to provide such direction or to bring any action against Xxxxxxx Mac pursuant to this Agreement to enforce any of Xxxxxxx Mac’s obligations hereunder.
15. Representations and Warranties. Servicer, Depositor and Assignee each hereby represents and warrants to Xxxxxxx Mac that, as of the Effective Date, it:
(a) had no present intention of filing any petition under, initiating any proceeding under, or otherwise seeking the protection of, the United States Bankruptcy Code or any state law concerning bankruptcy; reorganization, insolvency, moratorium, receivership or creditor’s rights or debtor’s obligations generally, or making an assignment for the benefit of creditors, or entering into a composition or similar agreement;
(b) was not insolvent within the meaning of 11 U.S.C. §101 (32);
(c) did not undertake the Reimbursement Assignments and Pledge with actual intent to hinder, delay or defraud any entity to which the Servicer was or became indebted on or after the date of the Reimbursement Assignments and Pledge;
(d) will not benefit any insider of Servicer within the meaning of 11 U.S.C. §101(31) by virtue of the Reimbursement Assignments and Pledge;
(e) had received reasonably equivalent value in exchange for undertaking the Reimbursement Assignments and Pledge; and
(f) did not intend to incur, or did not believe that it would incur, debts that would be beyond Servicer’s ability to pay as such debts matured.
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The applicable Party’s respective representations and warranties in this Section shall survive the execution and delivery of this Agreement and are a material inducement to Xxxxxxx Mac without which Xxxxxxx Mac would not have entered into this Agreement and upon which Xxxxxxx Mac is entitled to rely.
16. Assignment Only with Xxxxxxx Mac’s Consent. None of Servicer, Depositor, Assignee nor Indenture Trustee may assign its rights or obligations under this Agreement without Xxxxxxx Mac’s prior written consent (except the pledge by Assignee to Indenture Trustee), which consent may be granted or withheld in Xxxxxxx Mac’s sole and absolute discretion.
17. Term and Renewal of Agreement. The term of this Agreement shall automatically renew for successive annual terms from and after the Effective Date; provided, however, that Xxxxxxx Mac reserves the right, at its discretion, to terminate this Agreement upon at least thirty (30) calendar days’ prior written notice to Servicer, Depositor, Assignee and Indenture Trustee, it being understood that a termination under this Section 17 shall only apply to Reimbursement Rights arising after the date of such termination such that this Agreement shall remain effective as to any Reimbursement Rights subject to the Transaction Documents prior to the expiration of the term of this Agreement.
18. Governing Law. This Agreement and the rights and obligations of the Parties hereunder shall be construed in accordance with and governed by the laws of the United States. Insofar as there may be no applicable precedent, and insofar as to do so will not frustrate the purposes of this Agreement or the transactions governed hereby, the local laws of the State of New York shall be deemed reflective of the laws of the United States (without reference to the conflicts of laws principles thereof other than Sections 5-1401 and 5-1402 of the New York General Obligations Law). Time is of the essence as to the deadlines and timeframes referenced in this Agreement.
19. INTENTIONALLY OMITTED.
20. For the Avoidance of Doubt. The Parties hereto agree that, notwithstanding anything to the contrary herein, the terms and provisions of this Agreement do not provide, and shall not be interpreted to provide, for the assignment or conveyance of any part or all of the conditional, non-delegable right of Servicer to service the Mortgage loans identified in Schedule A hereto under the Guide and/or the Purchase Documents or of any proceeds resulting from the sale or transfer of such rights to service those Mortgage loans under the Guide or Purchase Documents.
21. Reporting Obligations of Servicer. Servicer hereby agrees to provide to Xxxxxxx Mac (to the attention of Xxxxx Xxxxxx, Vice President, Xxxxxxx Mac, 0000 Xxxxx Xxxxxx Xxxxx, XxXxxx, XX 00000, or at such other addresses as Xxxxxxx Mac may from time to time designate pursuant to written notice), on or before the twentieth (20th) day (or, if such day is not a Business Day (as defined in the Guide), the next succeeding Business Day) of each calendar month after the Effective Date, a written report containing: (i) all then-outstanding amounts secured by the Reimbursements Assignments and Pledge; (ii) a cumulative statement showing the dates and amounts of all advances secured by the Reimbursements Assignments and Pledge;
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(iii) any notice of default or event of default received or sent by Servicer in connection with the Indenture and/or any other Transaction Document; and (iv) such other information or documents that Xxxxxxx Mac may reasonably request in connection with the Indenture and/or any other Transaction Document and/or this Agreement.
22. Counterparts. This Agreement may be executed in any number of counterparts and by different Parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original (whether such counterpart is originally executed or an electronic copy of an original) and all of which when taken together shall constitute one and the same agreement. The Parties hereto agree that delivery of a counterpart of a signature page to this Agreement by facsimile or electronic transmission shall be effective as delivery of an original executed counterpart of this Agreement.
23. Notice. All notices that are required or are permitted under this Agreement shall be in writing and shall be: (i) hand-delivered; (ii) mailed by certified or registered U.S. Mail, return receipt requested, first class postage prepaid; or (iii) sent via facsimile transmission to the Parties as follows:
if to Xxxxxxx Mac:
Xxxxxxx Mac
Single-Family Business and Information Technology
0000 Xxxxx Xxxxxx Xxxxx, XXX0X
XxXxxx, XX 00000-0000
Attention: Senior Vice President, Servicing and REO
Facsimile Number: (000) 000-0000
Email: xxxxx_xxxxxx@xxxxxxxxxx.xxx
with a copy to:
Legal Division
Xxxxxxx Mac
0000 Xxxxx Xxxxxx Xxxxx
XxXxxx, XX 00000
Attention: Vice President and Deputy General Counsel, Single Family Real Estate
Facsimile: (000) 000-0000
Email: xxxxxxx_xxxxxxx@xxxxxxxxxx.xxx
if to Servicer:
Green Tree Servicing, LLC
0000 X. Xxxxxx Xxxx
Xxxxx, Xxxxxxx 00000 (Building 1)
Attention: President
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With a copy to:
Green Tree Servicing, LLC
000 Xxxxx Xxxxx Xxxxxx, 0000 Xxxxxxxx Xxxxxx
Xxxxx Xxxx, Xxxxxxxxx 00000
Attention: General Counsel
If to Depositor:
Green Tree Servicing, LLC
000 Xxxxx Xxxxx Xxxxxx, 0000 Xxxxxxxx Xxxxxx
Xxxxx Xxxx, Xxxxxxxxx 00000
Attention: General Counsel
If to Assignee:
Green Tree Servicing, LLC
000 Xxxxx Xxxxx Xxxxxx, 0000 Xxxxxxxx Xxxxxx
Xxxxx Xxxx, Xxxxxxxxx 00000
Attention: General Counsel
If to Indenture Trustee:
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000-0000
Attention: Corporate Trust Services, Green Tree Agency Advance Funding Trust I, Series 2014-VF1
or to such other address or facsimile number as any Party shall designate by written notice to the other Party in the manner provided herein.
* Communications to email address are effective solely for the purposes expressly given in the Agreement.
24. Confidentiality. Except as otherwise expressly agreed in writing by the other Parties hereto, no Party to this Agreement shall issue or cause to be issued any announcement, press release, or other statement, or shall voluntarily disclose information concerning this Agreement to the press or the general public. The foregoing shall not be deemed to prevent a Party from disclosing this Agreement or the terms hereof: (i) in response to a court order, subpoena, or other demand or request made in accordance with applicable law by a governmental or quasi-governmental body having jurisdiction over such Party (including, without limitation, the Federal Housing Finance Agency), or as otherwise required by applicable law (including, without limitation, applicable Federal securities law), or as that Party may deem reasonably necessary as part of its filings of SEC Forms 8-K, 10-Q or 10-K and related disclosures to investors (each Party will provide an advance copy to the other Parties of appropriate excerpts of any such disclosure relating to this Agreement, except for non-public
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disclosures to private investors on a confidential basis); or (ii) to such Party’s subsidiaries, affiliates, officers, agents, representatives, attorneys, accountants, auditors, successors, and assigns, and to qualified bidders or investors in connection with the sale of such Party or its assets, who have a need to know.
25. Limitation of Liability. It is expressly understood and agreed by the Parties hereto that (a) this Agreement is executed and delivered by Wilmington Trust, National Association, not individually or personally, but solely as Owner Trustee of Assignee under its Trust Agreement (as defined in the Indenture), in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, undertakings and agreements herein made on the part of Assignee is made and intended not as a personal representation, undertaking and agreement by Wilmington Trust, National Association but is made and intended for the purpose of binding only Assignee, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National Association, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the Parties hereto and by any Person claiming by, through or under the Parties hereto and (d) under no circumstances shall Wilmington Trust, National Association be personally liable for the payment of any indebtedness or expenses of Assignee or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by Assignee under this Consent Agreement or any related agreement.
26. Capacity of Indenture Trustee. It is expressly understood and agreed by the Parties hereto that (a) this Agreement is executed and delivered by Xxxxx Fargo Bank, N.A., not individually or personally, but solely as Indenture Trustee, for and on behalf of the Secured Parties, (b) each of Indenture Trustee’s representations, undertakings and agreements herein are made on behalf of the Secured Parties and are made and intended not as a personal representation, undertaking and agreement by Indenture Trustee, (c) under no circumstances shall Indenture Trustee be personally liable for the payment of any obligation or be liable (absent Indentured Trustee’s willful misconduct, fraud or gross negligence) for the breach or failure of any obligation or covenant made or undertaken by it under this Agreement.
[Signatures appear on following pages]
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IN WITNESS WHEREOF, the Parties hereto have caused this Consent Agreement to be executed and delivered by their duly authorized signatories as of the Effective Date.
| FEDERAL HOME LOAN MORTGAGE CORPORATION |
| /s/ Xxxxx Xxxxxx |
| By (Signature) |
| Xxxxx Xxxxxx |
| Typed Name |
| Senior Vice President |
| Typed Title |
| GREEN TREE SERVICING LLC |
| /s/ Xxxxxx X. Xxxxxxx |
| By (Signature) |
| Xxxxxx X. Xxxxxxx |
| Typed Name |
| Treasurer and Senior Vice President |
| Typed Title |
| GREEN TREE ADVANCE RECEIVABLES III LLC |
| /s/ Xxxxxx X. Xxxxxxx |
| By (Signature) |
| Xxxxxx X. Xxxxxxx |
| Typed Name |
| Treasurer and Senior Vice President |
| Typed Title |
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| GREEN TREE AGENCY ADVANCE FUNDING TRUST I |
| By: Wilmington Trust National Association, not in its individual capacity but solely as Owner Trustee |
| /s/ Xxxxx Xxxxxxxx |
| By (Signature) |
| Xxxxx Xxxxxxxx |
| Typed Name |
| Assistant Vice President |
| Typed Title |
| XXXXX FARGO BANK, N.A., not in its individual capacity, but solely as Indenture Trustee |
| /s/ Xxxx XxXxxxx |
| By (Signature) |
| Xxxx XxXxxxx |
| Typed Name |
| Vice President |
| Typed Title |
13
Schedule A
COPY OF “E-MAIL EXCHANGE”
E-Mail Exchange Attached; Loan List (referred to in E-Mail Exchange) on File
| From: | Xxxxxx XxXxxxx/HQ/FHLMC | |
| To: | Xxxxxx.X.Xxxxxx@xxxxxxxxxxxxxxxxxxxxxxxx.xxx | |
| Cc: | Xxxxx Xxxxxx/HQ/FHLMC@FHLMC | |
| Date: | 01/16/2014 05:35 PM | |
| Subject: | Re: [Send Secure] Green Tree Consent Agreement Loan Schedule |
Pieter - I confirm receipt from GreenTree of a file containing 28,306 loans to be added under the Consent Agreement for advance financing. Thanks.
|
Xxxxxx XxXxxxx Director, Servicing Capital 703.903.2262 (office) 000.000.0000 (mobile)
0000 Xxxxx Xxxxxx Xxxxx XxXxxx, Xxxxxxxx 00000 |
| From: | Xxxxxx.X.Xxxxxx@xxxxxxxxxxxxxxxxxxxxxxxx.xxx | |
| To: | Xxxxxx XxXxxxx <xxxxxx_xxxxxxx@xxxxxxxxxx.xxx> | |
| Date: | January 16, 2014 9:33:47 PM GMT | |
| Subject: | [Send Secure] Green Tree Consent Agreement Loan Schedule | |
| Attachments: | Xxxxxxx Mac Active Consent Agreement Loan Schedule.xlsxpic28614.gifpic18598.gif |
Xxxxxx,
See attached the loans schedule for the Consent Agreement.
Thanks
Pieter
(See attached file: Xxxxxxx Mac Active Consent Agreement Loan Schedule.xlsx)
14
Schedule B
List of Information to be provided to Xxxxxxx Mac
Securitization Trust
Lien
UPB
Advance Category
Beginning Advance Balance
Recoveries
Advances
Ending Advance Balance
Beginning Note Balance
Ending Note Balance
Adjustments
Collection Account Balance
Weighted Average Advance Rate
15
Schedule C
Blocked Account
Name of Bank: Xxxxx Fargo Bank, N.A.
ABA Number of Bank: 000000000
Name of Account: Corporate Trust Clearing
Account Number at Bank: 397 077 1416
For Further Credit To: 48382801
S-C-1
