All Transactions. As conditions precedent to Buyer (or the Custodian if set forth below) considering whether to enter into any Transaction hereunder (including the initial Transaction) or whether to continue a Transaction, in the case of a Transaction in respect of Mortgage Loans which convert to Pooled Mortgage Loans on the related Pooling Date or a Transaction in respect of Pooled Mortgage Loans which convert to a Mortgage-Backed Security on the related Settlement Date, as applicable: (a) Guild Parties shall have delivered to Buyer, in form and substance satisfactory to Buyer and not later than the 4:00 p.m. (New York City time): (i) an Asset Data Record for the Underlying Assets subject to the proposed Transaction, which Asset Data Record may be an individual record or part of a group report and shall be authenticated by Seller; (ii) to the Custodian, a complete Mortgage Loan File for each Underlying Asset subject to the proposed Transaction, unless such Underlying Asset is a Wet Mortgage Loan; (iii) [reserved]; (iv) for each Underlying Asset that is subject to the proposed Transaction that is also subject to a security interest (including any precautionary security interest) immediately prior to the Purchase Date, a Warehouse Lender’s Release or bailee letter or Seller’s Release, as applicable, for such Underlying Asset. The secured party shall have filed Uniform Commercial Code termination statements in respect of any Uniform Commercial Code filings made in respect of such Mortgage Loan, and each such release and Uniform Commercial Code termination statement has been delivered to Buyer prior to each Transaction and to the Custodian as part of the Mortgage Loan File; (v) a schedule identifying each Underlying Asset subject to the proposed Transaction as either a Safe Harbor Qualified Mortgage, a Rebuttable Presumption Qualified Mortgage, a Permitted Non-Qualified Mortgage Loan or a Bond Loan – ▇▇▇ ▇▇▇▇, as applicable; and (vi) such other documents pertaining to the Transaction as Buyer may reasonably request, from time to time. (b) Guild Parties hereby acknowledge that, in order for Buyer to satisfy the “good delivery standards” of the Securities Industry and Financial Markets Association (“SIFMA”) as set forth in the SIFMA Uniform Practices Manual and SIFMA’s Uniform Practices for the Clearance and Settlement of Mortgage Backed Securities and other Related Securities, in each case, as amended from time to time, Buyer must deliver each Trade Assignment in respect of Pooled Mortgage Loans or Mortgage-Backed Securities to the related Approved Investor no later than seventy-two (72) hours prior to settlement of the related Mortgage-Backed Security. Guild Parties hereby acknowledge and agree to deliver to Buyer, in form and substance satisfactory to Buyer and not later than 1:00 p.m. (New York City time) on the date on which such seventy-two (72)-hour period commences, each related Trade Assignment (solely to the extent such Pooled Mortgage Loan is not pooled with Mortgage Loans financed by a third party pursuant to a joint pooling arrangement) executed by Seller, together with a true and complete copy of the related Purchase Commitment for any Underlying Assets subject to the proposed Transaction that are subject to a Purchase Commitment; (c) for Underlying Assets proposed to be sold under such Transaction with respect to which the related Purchase Price is to be paid to one or more Approved Payees on behalf of Seller, an amount equal to the related Haircut (if any) plus the Minimum Over/Under Account Balance, as set forth in Section 3.5(a), shall be on deposit in the Over/Under Account; (d) for all new origination Wet Mortgage Loans or Dry Mortgage Loans as to which the origination funds are being remitted to the closing table that are proposed to be sold under such Transaction, Seller shall have delivered to (i) the applicable Closing Agent (with a copy to Buyer) the Irrevocable Closing Instructions and final closing instructions and, if applicable, (ii) to Buyer a copy of the blanket or individual Closing Protection Letter and the related Assignment of Closing Protection Letter duly executed and naming Buyer as the assignee, each in accordance with Section 9.10; (e) on or prior to the Pooling Date for any Pooled Mortgage Loan, Seller shall deliver or cause to be delivered (A) to Buyer, an executed trust receipt from the Custodian relating to such Mortgage Loan in form and substance satisfactory to Buyer, (B) to the Custodian (or otherwise made available to the Custodian), all documents, schedules and forms required by and in accordance with the Custodial Agreement, (C) to Buyer, a copy of each of the applicable Agency Documents, and (D) to Buyer, a Trade Assignment executed by such Seller that satisfies the requirements set forth in Section 7.2(b); (f) on or prior to the related Settlement Date for any Mortgage-Backed Security relating to an Underlying Asset, Guild Parties shall have provided Buyer with the CUSIP number for such Mortgage-Backed Security; (g) Guild Parties shall have paid all fees (including Facility Fees and Unused Facility Fees), expenses, indemnity payments and other amounts that are then due and owing under the Principal Agreements; (h) No rescission notice and/or notice of right to cancel shall have been improperly delivered to the Mortgagor in respect of any Eligible Mortgage Loan, and the rescission period related to such Eligible Mortgage Loan shall have expired; (i) Guild Parties shall have designated one or more Approved Payees, if applicable, to whom the related Haircut (if any) and Purchase Price shall be delivered; (j) the representations and warranties of Guild Parties set forth in Article 8 hereof shall be true and correct in all material respects as if made on and as of the date of each Transaction. At the request of Buyer, Buyer shall have received an officer’s certificate signed by a responsible officer of a Guild Party certifying as to the truth and accuracy of same; (k) if required by Buyer, Guild Parties shall have performed all agreements to be performed by them hereunder and under the Guarantee, respectively, and after giving effect to the requested Transaction, there shall exist no Event of Default or Potential Default hereunder; (l) no Potential Default, Event of Default or a Material Adverse Effect shall have occurred and be continuing; (m) if applicable, a Servicing Agreement duly executed by the Servicer and Guild Parties and a Servicer Notice duly executed by the Servicer shall have been delivered to Buyer; (n) Buyer shall have received a copy of any amendments or updates to Guarantor’s underwriting guidelines that amends or modifies any underwriting criteria with respect to any eligibility criteria and such amendments and updates are certified by Guarantor to be a true and complete copy (to the extent not already delivered to Buyer) that clearly identifies the changes to the underwriting guidelines, and Buyer shall have approved such amendments unless otherwise waived by Buyer; (o) Buyer shall have received for each Purchased Asset subject to a Purchase Commitment or other hedging arrangement, an assignment of such Purchase Commitment or hedging arrangement duly executed by Seller and the related Approved Investor or hedging party, as applicable, and in favor of Buyer; (p) [reserved]; (q) Buyer shall have received a security release certification for each Underlying Asset that is subject to a security interest (including any precautionary security interest) immediately prior to the Purchase Date that is duly executed by the related secured party and Seller and in form and substance satisfactory to Buyer, and such secured party shall have filed Uniform Commercial Code termination statements in respect of any Uniform Commercial Code filings made in respect of such Underlying Asset, and each such release and Uniform Commercial Code termination statement has been delivered to Buyer prior to each Transaction and to the Custodian as part of the Mortgage Loan File; and (r) on or prior to the Pooling Date or Purchase Date for any Pooled Mortgage Loan, to the extent not provided on or prior to the Effective Date, Guild Parties shall have delivered to Buyer, in form and substance satisfactory to Buyer, the ▇▇▇▇▇▇▇ Mac Agreement or ▇▇▇▇▇▇ Mae Agreement, as applicable, based on the Agency such Mortgage Loans were certified by, duly executed by each party thereto and in full force and effect, free of any modification, breach or waiver. For the avoidance of doubt, notwithstanding that foregoing conditions may be satisfied with respect to any Transaction request, Buyer shall be under no obligation to enter into any Transaction, including, without limitation, Transactions the subject of which are eMortgage Loans, with respect to the Uncommitted Amount and whether the Buyer enters into any Transaction, including, without limitation, Transactions the subject of which are eMortgage Loans, with respect to the Uncommitted Amount shall be at the discretion of Buyer.
Appears in 1 contract
All Transactions. As conditions precedent to Buyer (or the Custodian if set forth below) considering whether to enter into any Transaction hereunder (including the initial Transaction) ), or whether to continue a Transaction, in the case of a Transaction in respect of Mortgage Loans which convert to Pooled Mortgage Loans on the related Pooling Date or a Transaction in respect of Pooled Mortgage Loans which convert to a Mortgage-Backed Security on the related Settlement Date, as applicable:
(a) Guild Parties Seller shall have delivered to Buyer, in form and substance satisfactory to Buyer and not later than the 4:00 p.m. (New York City time):) and best efforts thereafter:
(i) an Asset Data Record for the Underlying Assets subject to the proposed Transaction, which Asset Data Record may be an individual record or part of a group report and shall be authenticated by Seller with the PIN or the handwritten signature of an authorized officer of Seller;
(ii) to the Custodian, a complete Mortgage Loan File for each Underlying Asset Mortgage Loan subject to the proposed Transaction, unless such Underlying Asset Mortgage Loan is a Wet Mortgage Loan;
(iii) [reserved];
(iv) for each Underlying Asset Mortgage Loan that is subject to the proposed Transaction that is also subject to a security interest (including any precautionary security interest) immediately prior to the Purchase Date, a Warehouse Lender’s Release or Release, bailee letter or Seller’s Release, as applicable, for such Underlying AssetMortgage Loan. The secured party shall have filed Uniform Commercial Code termination statements in respect of any Uniform Commercial Code filings made in respect of such Mortgage Loan, and each such release and Uniform Commercial Code termination statement has been delivered to Buyer prior to each Transaction and to the Custodian as part of the Mortgage Loan File;
(v) a schedule identifying each Underlying Asset subject to the proposed Transaction as either a Safe Harbor Qualified Mortgage, a Rebuttable Presumption Qualified Mortgage, Mortgage or a Permitted Non-Qualified Mortgage Loan or a Bond Loan – — ▇▇▇ ▇▇▇▇, as applicable; and
(vi) such other documents pertaining to the Transaction as Buyer may reasonably request, from time to time.;
(b) Guild Parties hereby acknowledge that, in order for Buyer to satisfy the “good delivery standards” of the Securities Industry and Financial Markets Association (“SIFMA”) as set forth in the SIFMA Uniform Practices Manual and SIFMA’s Uniform Practices for the Clearance and Settlement of Mortgage Backed Securities and other Related Securities, in each case, as amended from time to time, Buyer must deliver each Trade Assignment in respect of Pooled Mortgage Loans or Mortgage-Backed Securities to the related Approved Investor no later than seventy-two (72) hours prior to settlement of the related Mortgage-Backed Security. Guild Parties hereby acknowledge and agree to deliver to Buyer, in form and substance satisfactory to Buyer and not later than 1:00 p.m. (New York City time) on the date on which such seventy-two (72)-hour period commences, each related Trade Assignment (solely to the extent such Pooled Mortgage Loan is not pooled with Mortgage Loans financed by a third party pursuant to a joint pooling arrangement) executed by Seller, together with a true and complete copy of the related Purchase Commitment for any Underlying Assets subject to the proposed Transaction that are subject to a Purchase Commitmentreserved;
(c) for Underlying Assets Mortgage Loans proposed to be sold under such Transaction with respect to which the related Purchase Price is to be paid to one or more Approved Payees on behalf of Seller, an amount equal to the related Haircut (if any) plus the Minimum Over/Under Account Balance, as set forth in Section 3.5(a), shall be on deposit in the Over/Under Account;
(d) for all new origination Wet Mortgage Loans or Dry Mortgage Loans as to which the origination funds are being remitted to the closing table that are proposed to be sold under such Transaction, Seller shall have delivered to (i) to the applicable Closing Agent (with a copy to Buyer) Agent, closing and disbursement instructions in the Irrevocable Closing Instructions and final closing instructions form customarily provided by Seller, and, if applicable, (ii) to Buyer (1) with respect to Title Source, Inc., evidence of fidelity bond coverage and evidence that Buyer is able to make claims thereunder in accordance with Section 3.7(a), or (2) to the extent that such Wet Mortgage Loans or Dry Mortgage Loans, along with the number of Purchased Mortgage Loans (a) which were table-funded using, in part, the Purchase Price, (b) where title insurance is provided by a copy of the Person other than Title Source, Inc., and regarding which a blanket or individual Closing Protection Letter Letter, or alternative documentation specified in Section 3.7(a)(ii)(3), has not been provided, would exceed (A) [***] of Seller’s Tangible Net Worth in the case of Wet Mortgage Loans and (B) [***] of Seller’s Tangible Net Worth in the case of all other Mortgage Loans, in the aggregate, measured as of the end of Seller’s most recent fiscal quarter the applicable title company blanket or individual Closing Protection Letter, or alternative documentation specified in Section 3.7(a)(ii)(3), and the related Assignment of Closing Protection Letter (if applicable) duly executed and naming Buyer as the assignee, each in accordance with Section 9.10;
(e) on or prior to the Pooling Date for any Pooled Mortgage Loan, Seller shall deliver or cause to be delivered (A) to Buyer, an executed trust receipt from the Custodian relating to such Mortgage Loan in form and substance satisfactory to Buyer, (B) to the Custodian (or otherwise made available to the Custodian), all documents, schedules and forms required by and in accordance with the Custodial Agreement, Agreement and (C) to Buyerthe applicable parties, a copy of each of the applicable Agency Documents, and (D) to Buyer, a Trade Assignment executed by such Seller that satisfies the requirements Documents as set forth in Section 7.2(b)on Exhibit M hereto;
(f) on or prior to the related Settlement Date for any Mortgage-Backed Security relating to an Underlying Asseta Purchased Mortgage Loan, Guild Parties Seller shall have provided Buyer with the CUSIP number for such Mortgage-Backed Security;
(g) Guild Parties Seller shall have paid all fees (including Facility Fees and Unused Facility Fees), expenses, indemnity payments and other amounts that are then due and owing under the Principal Agreements;
(h) No rescission notice and/or notice of right to cancel shall have been improperly delivered to the Mortgagor in respect of any Eligible Mortgage Loan, and the rescission period related to such Eligible Mortgage Loan shall have expired;
(i) Guild Parties Seller shall have designated one or more Approved Payees, if applicable, to whom the related Haircut (if any) and Purchase Price shall be delivered;
(j) the representations and warranties of Guild Parties Seller set forth in Article 8 hereof shall be true and correct in all material respects as if made on and as of the date of each Transaction. At the request of Buyer, Buyer shall have received an officer’s certificate signed by a responsible officer of a Guild Party certifying as to the truth and accuracy of same;
(k) if required by Buyer, Guild Parties Seller shall have performed all agreements to be performed by them hereunder and under the Guarantee, respectivelyit hereunder, and after giving effect to the requested Transaction, there shall exist no Event of Default or Potential Default hereunder;
(l) no Potential Default, Event of Default or a Material Adverse Effect Effect, as determined in Buyer’s good faith discretion, shall have occurred and be continuing;
(m) if applicable, a Servicing Agreement duly executed by the Servicer and Guild Parties Seller and a Servicer Notice duly executed by the Servicer shall have been delivered to Buyer;
(n) except with respect to any Agency Eligible Mortgage Loan or other Mortgage Loan originated in accordance with Agency Guides, Buyer shall have received a copy of any material amendments or updates to GuarantorSeller’s underwriting guidelines that amends or modifies any underwriting criteria with respect to any eligibility criteria and such amendments and updates are certified by Guarantor Seller to be a true and complete copy (to the extent not already delivered to Buyer) that clearly identifies the material changes to the underwriting guidelines, and Buyer shall have approved such amendments unless otherwise waived by Buyer;; and
(o) Buyer shall have received for each Purchased Asset subject to a Purchase Commitment or other hedging arrangement, an assignment of such Purchase Commitment or hedging arrangement duly executed by Seller and the related Approved Investor or hedging party, as applicable, and in favor of Buyer;
(p) [reserved];
(q) Buyer shall have received a security release certification for each Underlying Asset Purchased Mortgage Loan that is subject to a security interest (including any precautionary security interest) immediately prior to the Purchase Date that is duly executed by the related secured party and Seller and in form and substance satisfactory to Buyer, and such secured party shall have filed Uniform Commercial Code termination statements in respect of any Uniform Commercial Code filings made in respect of such Underlying AssetPurchased Mortgage Loan, and each such release and Uniform Commercial Code termination statement has been delivered to Buyer prior to each Transaction and to the Custodian as part of the Mortgage Loan File; and
(r) on or prior to the Pooling Date or Purchase Date for any Pooled Mortgage Loan, to the extent not provided on or prior to the Effective Date, Guild Parties shall have delivered to Buyer, in form and substance satisfactory to Buyer, the ▇▇▇▇▇▇▇ Mac Agreement or ▇▇▇▇▇▇ Mae Agreement, as applicable, based on the Agency such Mortgage Loans were certified by, duly executed by each party thereto and in full force and effect, free of any modification, breach or waiver. For the avoidance of doubt, notwithstanding that foregoing conditions may be satisfied with respect to any Transaction request, Buyer shall be under no obligation to enter into any Transaction, including, without limitation, Transactions the subject of which are eMortgage Loans, Transaction with respect to the Uncommitted Amount and whether the Buyer enters into any Transaction, including, without limitation, Transactions the subject of which are eMortgage Loans, Transaction with respect to the Uncommitted Amount shall be at the discretion of Buyer.
Appears in 1 contract
Sources: Master Repurchase Agreement (Rocket Companies, Inc.)
All Transactions. As conditions precedent to Buyer (or the Custodian if set forth below) considering whether to enter into any Transaction hereunder (including the initial Transaction) ), or whether to continue a Transaction, in the case of a Transaction in respect of Mortgage Loans which convert to Pooled Mortgage Loans on the related Pooling Date or a Transaction in respect of Pooled Mortgage Loans which convert to a Mortgage-Backed Security on the related Settlement Date, as applicable:
(a) Guild Parties Seller shall have delivered to Buyer, in form and substance satisfactory to Buyer and not later than the 4:00 p.m. (New York City time):
(i) an Asset Data Record for the Underlying Assets subject to the proposed Transaction, which Asset Data Record may be an individual record or part of a group report and shall be authenticated by Seller with the PIN or the handwritten signature of an authorized officer of Seller;
(ii) to the Custodian, a complete Mortgage Loan File for each Underlying Asset Mortgage Loan subject to the proposed Transaction, unless such Underlying Asset Mortgage Loan is a Wet Mortgage Loan;
(iii) [reservedReserved];
(iv) for each Underlying Asset Mortgage Loan that is subject to the proposed Transaction that is also subject to a security interest (including any precautionary security interest) immediately prior to the Purchase Date, a Warehouse Lender’s Release or Release, bailee letter or Seller’s Release, as applicable, for such Underlying AssetMortgage Loan. The secured party shall have filed Uniform Commercial Code termination statements in respect of any Uniform Commercial Code filings made in respect of such Mortgage Loan, and each such release and Uniform Commercial Code termination statement has been delivered to Buyer prior to each Transaction and to the Custodian as part of the Mortgage Loan File;
(v) a schedule identifying each Underlying Asset subject to the proposed Transaction as either a Safe Harbor Qualified Mortgage, a Rebuttable Presumption Qualified Mortgage, a Permitted Non-Qualified Mortgage Loan or a Bond Loan – ▇▇▇ ▇▇▇▇, as applicable; and
(vi) such other documents pertaining to the Transaction as Buyer may reasonably request, from time to time.;
(b) Guild Parties Seller hereby acknowledge acknowledges that, in order for Buyer to satisfy the “good delivery standards” of the Securities Industry and Financial Markets Association (“SIFMA”) as set forth in the SIFMA Uniform Practices Manual and SIFMA’s Uniform Practices for the Clearance and Settlement of Mortgage Backed Securities and other Related Securities, in each case, as amended from time to time, Buyer must deliver each Trade Assignment in respect of Pooled Mortgage Loans or Mortgage-Backed Securities to the related Approved Investor no later than seventy-two (72) hours prior to settlement of the related Mortgage-Backed Security. Guild Parties Seller hereby acknowledge acknowledges and agree agrees to deliver to Buyer, in form and substance satisfactory to Buyer and not later than 1:00 p.m. (New York City time) on the date on which such seventy-two (72)-hour 72) hour period commences, each related Trade Assignment (solely to the extent such Pooled Mortgage Loan is not pooled with Mortgage Loans financed by a third party pursuant to a joint pooling arrangement) executed by Seller, together with a true and complete copy of the related Purchase Commitment for any Underlying Assets subject to the proposed Transaction that are subject to a Purchase Commitment;
(c) for Underlying Assets Mortgage Loans proposed to be sold under such Transaction with respect to which the related Purchase Price is to be paid to one or more Approved Payees on behalf of Seller, an amount equal to the related Haircut (if any) plus the Minimum Over/Under Account Balance, as set forth in Section 3.5(a), shall be on deposit in the Over/Under Account;
(d) for all new origination Wet Mortgage Loans or Dry Mortgage Loans as to which the origination funds are being remitted to the closing table that are proposed to be sold under such Transaction, Seller shall have delivered to (i) the applicable Closing Agent (with a copy to Buyer) the Irrevocable Closing Instructions and final closing instructions and, if applicable, (ii) to Buyer a copy of the blanket or individual Closing Protection Letter and the related Assignment of Closing Protection Letter duly executed and naming Buyer as the assignee, each in accordance with Section 9.10;
(e) on or prior to the Pooling Date for any Pooled Mortgage Loan, Seller shall deliver or cause to be delivered (A) to Buyer, an executed trust receipt from the Custodian relating to such Mortgage Loan in form and substance satisfactory to Buyer, (B) to the Custodian (or otherwise made available to the Custodian), all documents, schedules and forms required by and in accordance with the Custodial Agreement, (C) to Buyer, a copy of each of the applicable Agency Documents, and (D) to Buyer, a Trade Assignment executed by such Seller that satisfies the requirements set forth in Section 7.2(b);
(f) on or prior to the related Settlement Date for any Mortgage-Backed Security relating to an Underlying Asseta Purchased Mortgage Loan, Guild Parties Seller shall have provided Buyer with the CUSIP number for such Mortgage-Backed Security;
(g) Guild Parties Seller shall have paid all fees (including Facility Fees and Unused Facility Fees), expenses, indemnity payments and other amounts that are then due and owing under the Principal Agreements;
(h) No rescission notice and/or notice of right to cancel shall have been improperly delivered to the Mortgagor in respect of any Eligible Mortgage Loan, and the rescission period related to such Eligible Mortgage Loan shall have expired;
(i) Guild Parties Seller shall have designated one or more Approved Payees, if applicable, to whom the related Haircut (if any) and Purchase Price shall be delivered;
(j) the representations and warranties of Guild Parties Seller set forth in Article 8 hereof shall be true and correct in all material respects as if made on and as of the date of each Transaction. At the request of Buyer, Buyer shall have received an officer’s certificate signed by a responsible officer of a Guild Party Seller certifying as to the truth and accuracy of same;
(k) if required by Buyer, Guild Parties Seller shall have performed all agreements to be performed by them hereunder and under the Guarantee, respectivelySeller hereunder, and after giving effect to the requested Transaction, there shall exist no Event of Default or Potential Default hereunder;
(l) no Potential Default, Event of Default or a Material Adverse Effect shall have occurred and be continuing;
(m) if applicable, a Servicing Agreement duly executed by the Servicer and Guild Parties Seller and a Servicer Notice duly executed by the Servicer shall have been delivered to Buyer;
(n) Buyer shall have received a copy of any amendments or updates to GuarantorSeller’s underwriting guidelines that amends or modifies any underwriting criteria with respect to any eligibility criteria and such amendments and updates are certified by Guarantor Seller to be a true and complete copy (to the extent not already delivered to Buyer) that clearly identifies the changes to the underwriting guidelines, and Buyer shall have approved any such amendments unless otherwise waived by Buyerthat are material (individually or in the aggregate);
(o) Buyer shall have received for each Purchased Asset subject to a Purchase Commitment or other hedging arrangement, an assignment of such Purchase Commitment or hedging arrangement duly executed by Seller and the related Approved Investor or hedging party, as applicable, and in favor of Buyer;
(p) [reserved];Seller shall have deposited all amounts required under Section 6.2(i) into the Custodial Account; and
(q) Buyer shall have received a security release certification for each Underlying Asset Purchased Mortgage Loan that is subject to a security interest (including any precautionary security interest) immediately prior to the Purchase Date that is duly executed by the related secured party and Seller and in form and substance satisfactory to Buyer, and such secured party shall have filed Uniform Commercial Code termination statements in respect of any Uniform Commercial Code filings made in respect of such Underlying AssetPurchased Mortgage Loan, and each such release and Uniform Commercial Code termination statement has been delivered to Buyer prior to each Transaction and to the Custodian as part of the Mortgage Loan File; and
(r) on or prior to the Pooling Date or Purchase Date for any Pooled Mortgage Loan, to the extent not provided on or prior to the Effective Date, Guild Parties shall have delivered to Buyer, in form and substance satisfactory to Buyer, the ▇▇▇▇▇▇▇ Mac Agreement or ▇▇▇▇▇▇ Mae Agreement, as applicable, based on the Agency such Mortgage Loans were certified by, duly executed by each party thereto and in full force and effect, free of any modification, breach or waiver. For the avoidance of doubt, notwithstanding that foregoing conditions may be satisfied with respect to any Transaction request, Buyer shall be under no obligation to enter into any Transaction, including, without limitation, Transactions the subject of which are eMortgage Loans, Transaction with respect to the Uncommitted Amount and whether the Buyer enters into any Transaction, including, without limitation, Transactions the subject of which are eMortgage Loans, Transaction with respect to the Uncommitted Amount shall be at the discretion of Buyer.
Appears in 1 contract
All Transactions. As conditions precedent to Buyer (or the Custodian if set forth below) considering whether to enter into any Transaction hereunder (including the initial Transaction) ), or whether to continue a Transaction, in the case of a Transaction in respect of Mortgage Loans which convert to Pooled Mortgage Loans on the related Pooling Date or a Transaction in respect of Pooled Mortgage Loans which convert to a Mortgage-Backed Security on the related Settlement Book-Entry Date, as applicable:
(a) Guild Parties Seller shall have delivered to Buyer, in form and substance satisfactory to Buyer and not later than the 4:00 p.m. (New York City time):) and best efforts thereafter:
(i) an Asset Data Record for the Underlying Assets subject to the proposed Transaction, which Asset Data Record may be an individual record or part of a group report and shall be authenticated by Seller with the PIN or the handwritten signature of an authorized officer of Seller;
(ii) to the Custodian, a complete Mortgage Loan File for each Underlying Asset Mortgage Loan subject to the proposed Transaction, unless such Underlying Asset Mortgage Loan is a Wet Mortgage Loan;
(iii) [reserved];
(iv) for each Underlying Asset Mortgage Loan that is subject to the proposed Transaction that is also subject to a security interest (including any precautionary security interest) immediately prior to the Purchase Date, a Warehouse Lender’s Release Release, or bailee letter or Seller’s Release, as applicable, for such Underlying Asset. The secured party shall have filed Uniform Commercial Code termination statements in respect of any Uniform Commercial Code filings made in respect of such Mortgage Loan, and each such release and Uniform Commercial Code termination statement has been delivered to Buyer prior to each Transaction and to the Custodian as part of the Mortgage Loan File;
(v) a schedule identifying each Underlying Asset subject to the proposed Transaction as either a Safe Harbor Qualified Mortgage, a Rebuttable Presumption Qualified Mortgage, a Permitted Non-Qualified Mortgage Loan or a Bond Loan – ▇— 1▇▇ ▇▇▇▇, as applicable; and
(vi) such other documents pertaining to the Transaction as Buyer may reasonably request, from time to time.;
(b) Guild Parties with respect to any Trade Assignment, Seller hereby acknowledge acknowledges that, in order for Buyer to satisfy the “good delivery standards” of the Securities Industry and Financial Markets Association (“SIFMA”) as set forth in the SIFMA Uniform Practices Manual and SIFMA’s Uniform Practices for the Clearance and Settlement of Mortgage Backed Securities and other Related Securities, in each case, as amended from time to time, Buyer must deliver each Trade Assignment in respect of Pooled Mortgage Loans or Mortgage-Backed Securities to the related Approved Investor no later than seventy-two (72) hours prior to settlement of the related Mortgage-Backed Security. Guild Parties Seller hereby acknowledge acknowledges and agree agrees to deliver to Buyer, in form and substance satisfactory to Buyer and not later than 1:00 p.m. (New York City time) on the date on which such seventy-two (72)-hour 72) hour period commences, each related Trade Assignment (solely to the extent such Pooled Mortgage Loan is not pooled with Mortgage Loans financed by a third party pursuant to a joint pooling arrangement) executed by Seller, together with a true and complete copy of the related Purchase Commitment for any Underlying Assets subject to the proposed Transaction that are subject to a Purchase Commitment;
(c) for Underlying Assets Mortgage Loans proposed to be sold to Buyer under such Transaction with respect to which the related Purchase Price is to be paid to one or more Approved Payees on behalf of Seller, an amount equal to the related Haircut (if any) plus the Minimum Over/Under Account Balance, as set forth in Section 3.5(a), shall be on deposit in the Over/Under Account;
(d) for all new origination Wet Mortgage Loans or Dry Mortgage Loans as to which the origination funds are being remitted to the closing table that are proposed to be sold under such Transaction, Seller shall have delivered to (i) the applicable Closing Agent (with a copy to Buyer) the Irrevocable Closing Instructions and final closing instructions and, if applicable, (ii) to Buyer a copy of the blanket or individual Closing Protection Letter and the related Assignment of Closing Protection Letter duly executed and naming Buyer as the assignee, each in accordance with Section 9.10;
(e) on or prior to the Pooling Date for any Pooled Mortgage Loan, Seller shall deliver or cause to be delivered (A) to Buyer, an executed trust receipt from the Custodian relating to such Mortgage Loan in form and substance satisfactory to Buyer, (B) to the Custodian (or otherwise made available to the Custodian), all documents, schedules and forms required by and in accordance with the Custodial Agreement, (C) to BuyerBuyer or its designee, a copy of each of the applicable Agency Documents, and (D) to BuyerBuyer or its designee, a Trade Assignment executed by such Seller that satisfies the requirements set forth in Section 7.2(b);
(f) on or prior to the related Settlement Date for any Mortgage-Backed Security relating to an Underlying Asseta Purchased Mortgage Loan, Guild Parties Seller shall have provided Buyer or its designee with the CUSIP number for such Mortgage-Backed Security;
(g) Guild Parties Seller shall have paid all fees (including Facility Fees and Unused Facility Fees), expenses, indemnity payments and other amounts that are then due and owing under the Principal Agreements;
(h) No rescission notice and/or notice of right to cancel shall have been improperly delivered to the Mortgagor in respect of any Eligible Mortgage Loan, and the rescission period related to such Eligible Mortgage Loan shall have expired[reserved];
(i) Guild Parties Seller shall have designated one or more Approved Payees, if applicable, to whom the related Haircut (if any) and Purchase Price shall be delivered;
(j) the representations and warranties of Guild Parties Seller set forth in Article 8 hereof shall be true and correct in all material respects as if made on and as of the date of each Transaction. At the request of Buyer, Buyer shall have received an officer’s certificate signed by a responsible officer of a Guild Party certifying as to the truth and accuracy of same;
(k) if required by Buyer, Guild Parties shall have performed all agreements to be performed by them hereunder and under the Guarantee, respectively, and after giving effect to the requested Transaction, there shall exist no Event of Default or Potential Default hereunder[reserved];
(l) no Potential Default, Event of Default or a Material Adverse Effect shall have occurred and be continuingcontinuing or will occur as a result of entering into such Transaction;
(m) if applicable, a Servicing Agreement duly executed by the Servicer and Guild Parties Seller and a Servicer Notice duly executed by the Servicer shall have been delivered to Buyer;
(n) Buyer shall have received a copy of any amendments or updates to GuarantorSeller’s underwriting guidelines that amends or modifies any underwriting criteria with respect to any eligibility criteria and such amendments and updates are certified by Guarantor Seller to be a true and complete copy (to the extent not already delivered to Buyer) that clearly identifies the changes to the underwriting guidelines, and Buyer shall have approved such amendments unless otherwise waived by Buyerto the extent such amendments or updates relate to the Mortgage Loans proposed to be subject to such Transaction;
(o) Buyer shall have received for each Purchased Asset subject to a Purchase Commitment or other hedging arrangement, an assignment of such Purchase Commitment or hedging arrangement duly executed by Seller and the related Approved Investor or hedging party, as applicable, and in favor of Buyer if such Purchased Asset is being assigned directly to Buyer;; and
(p) [reserved];
(q) To the extent the Mortgage Loan was subject to another warehouse facility of Seller’s, Buyer shall have received a security warehouse lender release certification for each Underlying Asset Purchased Mortgage Loan that is subject to a security interest (including any precautionary security interest) immediately prior to the Purchase Date that is duly executed by the related secured party and Seller and in form and substance satisfactory to Buyer, and such secured party shall have filed Uniform Commercial Code termination statements in respect of any Uniform Commercial Code filings made in respect of such Underlying Asset, and each such release and Uniform Commercial Code termination statement has been delivered to Buyer prior to each Transaction and to the Custodian as part of the Mortgage Loan File; and
(r) on or prior to the Pooling Date or Purchase Date for any Pooled Mortgage Loan, to the extent not provided on or prior to the Effective Date, Guild Parties shall have delivered to Buyer, in form and substance satisfactory to Buyer, the ▇▇▇▇▇▇▇ Mac Agreement or ▇▇▇▇▇▇ Mae Agreement, as applicable, based on the Agency such Mortgage Loans were certified by, duly executed by each party thereto and in full force and effect, free of any modification, breach or waiver. For the avoidance of doubt, notwithstanding that foregoing conditions may be satisfied with respect to any Transaction request, Buyer shall be under no obligation to enter into any Transaction, including, without limitation, Transactions the subject of which are eMortgage Loans, Transaction with respect to the Uncommitted Amount and whether the Buyer enters into any Transaction, including, without limitation, Transactions the subject of which are eMortgage Loans, Transaction with respect to the Uncommitted Amount shall be at the discretion of Buyer.
Appears in 1 contract
All Transactions. As conditions precedent to Buyer Administrative Agent (or the Custodian if set forth below) considering whether to enter into any Transaction hereunder on behalf of Buyers (including the initial Transaction) ), or whether to continue a Transaction, in the case of a Transaction in respect of Mortgage Loans which convert to Pooled Mortgage Loans on the related Pooling Date or a Transaction in respect of Pooled Mortgage Loans which convert to a Mortgage-Backed Security on the related Settlement Date, as applicable:
(a) Guild Parties Seller shall have delivered to BuyerAdministrative Agent, in form and substance satisfactory to Buyer Administrative Agent and not later than the 4:00 p.m. (New York City timedeadline set forth in Section 3.2(a):
(i) an Asset Data Record for the Underlying Assets subject to the proposed Transaction, which Asset Data Record may be an individual record or part of a group report and shall be authenticated by Seller;
(ii) to the Custodian, a complete Mortgage Loan File for each Underlying Asset Mortgage Loan subject to the proposed Transaction, unless such Underlying Asset Mortgage Loan is a Wet Mortgage Loan;
(iii) [reserved];
(iv) for each Underlying Asset Mortgage Loan that is subject to the proposed Transaction that is also subject to a security interest (including any precautionary security interest) immediately prior to the Purchase Date, a Warehouse Lender’s Release or bailee letter or Seller’s Release, as applicable, for such Underlying Asset. The secured party shall have filed Uniform Commercial Code termination statements in respect of any Uniform Commercial Code filings made in respect of such Mortgage Loan, and each such release and Uniform Commercial Code termination statement has been delivered to Buyer prior to each Transaction and to the Custodian as part of the Mortgage Loan File;
(v) a schedule identifying each Underlying Asset subject to the proposed Transaction as either a Safe Harbor Qualified Mortgage, or a Rebuttable Presumption Qualified Mortgage, a Permitted Non-Qualified Mortgage Loan or a Bond Loan – ▇▇▇ ▇▇▇▇, as applicable; and
(vi) such other documents pertaining to the Transaction as Buyer Administrative Agent may reasonably request, from time to time.;
(b) Guild Parties Seller hereby acknowledge acknowledges that, in order for Buyer Administrative Agent to satisfy the “good delivery standards” of the Securities Industry and Financial Markets Association (“SIFMA”) as set forth in the SIFMA Uniform Practices Manual and SIFMA’s Uniform Practices for the Clearance and Settlement of Mortgage Backed Securities and other Related Securities, in each case, as amended from time to time, Buyer Administrative Agent must deliver each Trade Assignment in respect of Pooled Mortgage Loans or Mortgage-Backed Securities to the related Approved Investor no later than seventy-two (72) hours prior to settlement of the related Mortgage-Backed Security. Guild Parties Seller hereby acknowledge acknowledges and agree agrees to deliver to BuyerAdministrative Agent, in form and substance satisfactory to Buyer Administrative Agent and not later than 1:00 p.m. (New York City time) on the date on which such seventy-two (72)-hour 72) hour period commences, each related Trade Assignment (solely to the extent such Pooled Mortgage Loan is not pooled with Mortgage Loans financed by a third party pursuant to a joint pooling arrangement) executed by Seller, together with a true and complete copy of the related Purchase Commitment for any Underlying Assets subject to the proposed Transaction that are subject to a Purchase Commitment;
(c) for Underlying Assets Mortgage Loans proposed to be sold under such Transaction with respect to which the related Purchase Price is to be paid to one or more Approved Payees on behalf of Seller, an amount equal to the related Haircut (if any) plus the Minimum Over/Under Account Balance, as set forth in Section 3.5(a), shall be on deposit in the Over/Under Account;
(d) for all new origination Wet Mortgage Loans or Dry Mortgage Loans as to which the origination funds are being remitted to the closing table that are proposed to be sold under such Transaction, Seller shall have delivered to (i) the applicable Closing Agent (with a copy to BuyerAdministrative Agent) the Irrevocable Closing Instructions and final closing instructions and, if applicable, (ii) to Buyer Administrative Agent a copy of the blanket or individual Closing Protection Letter and the related Assignment of Closing Protection Letter duly executed and naming Buyer Administrative Agent as the assignee, each in accordance with Section 9.109.19;
(e) on or prior to the Pooling Date for any Pooled Mortgage Loan, Seller shall deliver or cause to be delivered (A) to BuyerAdministrative Agent, an executed trust receipt from the Custodian relating to such Mortgage Loan in form and substance satisfactory to BuyerAdministrative Agent, (B) to the Custodian (or otherwise made available to the Custodian), all documents, schedules and forms required by and in accordance with the Custodial Agreement, (C) to BuyerAdministrative Agent, a copy of each of the applicable Agency Documents, and (D) to BuyerAdministrative Agent, a Trade Assignment executed by such Seller that satisfies the requirements set forth in Section 7.2(b);
(f) on or prior to the related Settlement Date for any Mortgage-Backed Security relating to an Underlying Asseta Purchased Mortgage Loan, Guild Parties Seller shall have provided Buyer Administrative Agent with the CUSIP number for such Mortgage-Backed Security;
(g) Guild Parties Seller shall have paid all fees (including Facility Fees and Unused Facility Commitment Fees), expenses, indemnity payments and other amounts that are then due and owing under the Principal Agreements;
(h) No rescission notice and/or notice of right to cancel shall have been improperly delivered to the Mortgagor in respect of any Eligible Mortgage Loan, and the rescission period related to such Eligible Mortgage Loan shall have expired;
(i) Guild Parties Seller shall have designated one or more Approved Payees, if applicable, to whom the related Haircut (if any) and Purchase Price shall be delivered;
(ji) the representations and warranties of Guild Parties Seller set forth in Article 8 hereof shall be true and correct in all material respects as if made on and as of the date of each Transaction. At the request of BuyerAdministrative Agent, Buyer Administrative Agent shall have received an officer’s certificate signed by a responsible officer of a Guild Party Seller certifying as to the truth and accuracy of same;
(kj) if required by BuyerAdministrative Agent, Guild Parties Seller and Guarantor shall have performed all agreements to be performed by them hereunder and under the Guarantee, respectively, and after giving effect to the requested Transaction, there shall exist no Event of Default or Potential Default hereunder;
(lk) no Potential Default, Event of Default or a Material Adverse Effect shall have occurred and be continuing;
(ml) if applicable, a Servicing Agreement duly executed by the Servicer and Guild Parties Seller and a Servicer Notice duly executed by the Servicer shall have been delivered to BuyerAdministrative Agent;
(nm) Administrative Agent and each Buyer shall have received a copy of any material amendments or updates to GuarantorSeller’s underwriting guidelines that amends or modifies any underwriting criteria with respect to any eligibility criteria and such amendments and updates are Underwriting Guidelines certified by Guarantor Seller to be a true and complete copy (to the extent not already delivered to BuyerAdministrative Agent) that clearly identifies the changes to the underwriting guidelinesUnderwriting Guidelines, and Buyer Administrative Agent shall have approved such amendments unless otherwise waived by Buyerrelating to Eligible Mortgage Loans; provided, that, with respect to any amendment related to Jumbo Mortgage Loans, Buyers shall have also approved such amendments relating to Eligible Mortgage Loans as set forth in Section 18.2;
(on) Buyer Administrative Agent shall have received for each Purchased Asset subject to a Purchase Commitment or other hedging arrangementCommitment, an assignment of such Purchase Commitment or hedging arrangement duly executed by Seller and the related Approved Investor or hedging party, as applicable, and in favor of BuyerAdministrative Agent for the benefit of Buyers;
(po) [reserved];
(qp) Buyer Administrative Agent shall have received a security release certification for each Underlying Asset Purchased Mortgage Loan that is subject to a security interest (including any precautionary security interest) immediately prior to the Purchase Date that is duly executed by the related secured party and Seller and in form and substance satisfactory to BuyerAdministrative Agent;
(q) To the extent Seller enters into any settlement with, and such secured party or consents to the issuance of a consent order by, any Governmental Authority in which the fines, penalties, settlement amounts or any other amounts owed by Seller thereunder exceeds $20,000,000 in the aggregate, Administrative Agent (subject to Section 18.2 hereof) shall have filed Uniform Commercial Code termination statements in respect of any Uniform Commercial Code filings made in respect of provided written approval to Seller (which may be via electronic mail), that such Underlying Asset, and each such release and Uniform Commercial Code termination statement has been delivered settlement or consent order by Seller is acceptable to Buyer prior Administrative Agent (subject to each Transaction and to the Custodian as part of the Mortgage Loan File; andSection 18.2 hereof);
(r) on or Seller shall not have permitted, for the immediately prior to the Pooling Date or Purchase Date Test Period, Net Income for any Pooled Mortgage Loansuch Test Period, before income taxes for such Test Period and distributions made during such Test Period, to the extent not provided on be less than $1.00; and1
(s) No Affiliate Fund is in default under any Indebtedness of such Affiliate Fund with Administrative Agent, a Buyer or prior to the Effective Date, Guild Parties shall have delivered to Buyer, in form and substance satisfactory to Buyer, the ▇▇▇▇▇▇▇ Mac Agreement or ▇▇▇▇▇▇ Mae Agreement, as applicable, based on the Agency such Mortgage Loans were certified by, duly executed by each party thereto and in full force and effect, free any of any modification, breach or waiver. For the avoidance of doubt, notwithstanding that foregoing conditions may be satisfied with respect to any Transaction request, Buyer shall be under no obligation to enter into any Transaction, including, without limitation, Transactions the subject of which are eMortgage Loans, with respect to the Uncommitted Amount and whether the Buyer enters into any Transaction, including, without limitation, Transactions the subject of which are eMortgage Loans, with respect to the Uncommitted Amount shall be at the discretion of Buyertheir respective Affiliates.
Appears in 1 contract
Sources: Master Repurchase Agreement (Pennymac Financial Services, Inc.)
All Transactions. As conditions precedent to Buyer (or the Custodian if set forth below) considering whether to enter into any Transaction hereunder (including the initial Transaction) ), or whether to continue a Transaction, in the case of a Transaction in respect of Mortgage Loans which convert to Pooled Mortgage Loans on the related Pooling Date or a Transaction in respect of Pooled Mortgage Loans which convert to a Mortgage-Backed Security on the related Settlement Date, as applicable:
(a) Guild Seller Parties shall have delivered to Buyer, in form and substance satisfactory to Buyer and not later than the 4:00 p.m. (New York City time):) and best efforts thereafter:
(i) an Asset Data Record for the Underlying Assets subject to the proposed Transaction, which Asset Data Record may be an individual record or part of a group report and shall be authenticated by Seller;
(ii) to the Custodian, a complete Mortgage Loan File for each Underlying Asset Mortgage Loan subject to the proposed Transaction, unless such Underlying Asset Mortgage Loan is a Wet Mortgage Loan;
(iii) [reserved];
(iv) for each Underlying Asset Mortgage Loan that is subject to the proposed Transaction that is also subject to a security interest (including any precautionary security interest) immediately prior to the Purchase Date, a Warehouse Lender’s Release or Release, bailee letter or Seller’s Release, as applicable, for such Underlying AssetMortgage Loan. The secured party shall have filed Uniform Commercial Code termination statements in respect of any Uniform Commercial Code filings made in respect of such Mortgage Loan, and each such release and Uniform Commercial Code termination statement has been delivered to Buyer prior to each Transaction and to the Custodian as part of the Mortgage Loan File;
(v) a schedule identifying each Underlying Asset subject to the proposed Transaction as either a Safe Harbor Qualified Mortgage, a Rebuttable Presumption Qualified Mortgage, a Permitted Non-Qualified Mortgage Loan or Loan, a Bond Loan – 1st Lien or a ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ Mortgage Loan for which the originator received the related original loan application prior to January 10, 2014, as applicable; and
(vi) such other documents pertaining to the Transaction as Buyer may reasonably request, from time to time.;
(b) Guild Parties hereby acknowledge that, in order for Buyer to satisfy the “good delivery standards” of the Securities Industry and Financial Markets Association (“SIFMA”) as set forth in the SIFMA Uniform Practices Manual and SIFMA’s Uniform Practices for the Clearance and Settlement of Mortgage Backed Securities and other Related Securities, in each case, as amended from time to time, Buyer must deliver each Trade Assignment in respect of Pooled Mortgage Loans or Mortgage-Backed Securities to the related Approved Investor no later than seventy-two (72) hours prior to settlement of the related Mortgage-Backed Security. Guild Parties hereby acknowledge and agree to deliver to Buyer, in form and substance satisfactory to Buyer and not later than 1:00 p.m. (New York City time) on the date on which such seventy-two (72)-hour period commences, each related Trade Assignment (solely to the extent such Pooled Mortgage Loan is not pooled with Mortgage Loans financed by a third party pursuant to a joint pooling arrangement) executed by Seller, together with a true and complete copy of the related Purchase Commitment for any Underlying Assets subject to the proposed Transaction that are subject to a Purchase Commitmentreserved;
(c) for Underlying Assets Mortgage Loans proposed to be sold under such Transaction with respect to which the related Purchase Price is to be paid to one or more Approved Payees on behalf of SellerSeller Parties, an amount equal to the related Haircut (if any) plus the Minimum Over/Under Account Balance, as set forth in Section 3.5(a), shall be on deposit in the Over/Under Account;
(d) for all new origination Wet Mortgage Loans or Dry Mortgage Loans as to which the origination funds are being remitted to the closing table that are proposed to be sold under such Transaction, Seller Parties shall have delivered to (i) to the applicable Closing Agent (with a copy to Buyer) Agent, closing and disbursement instructions in the Irrevocable Closing Instructions and final closing instructions form customarily provided by Seller, LEGAL02/40464938v16 and, if applicable, (ii) to Buyer (1) with respect to Title Source, Inc., evidence of fidelity bond coverage and evidence that Buyer is able to make claims thereunder in accordance with Section 3.7(a), or (2) to the extent that such Wet Mortgage Loans or Dry Mortgage Loans, along with the number of Underlying Assets (a) which were table-funded using, in part, the Purchase Price, (b) where title insurance is provided by a copy of the Person other than Title Source, Inc., and regarding which a blanket or individual Closing Protection Letter Letter, or alternative documentation specified in Section 3.7(a)(ii)(3), has not been provided, would exceed (A) [***] of Guarantor’s Tangible Net Worth in the case of Wet Mortgage Loans and (B) [***] of Guarantor’s Tangible Net Worth in the case of all other Mortgage Loans, in the aggregate, measured as of the end of Guarantor’s most recent fiscal quarter the applicable title company blanket or individual Closing Protection Letter, or alternative documentation specified in Section 3.7(a)(ii)(3), and the related Assignment of Closing Protection Letter (if applicable) duly executed and naming Buyer as the assignee, each in accordance with Section 9.10;
(e) on or prior to the Pooling Date for any Pooled Mortgage Loan, Seller Parties shall deliver or cause to be delivered (A) to Buyer, an executed trust receipt from the Custodian relating to such Mortgage Loan in form and substance satisfactory to Buyer, (B) to the Custodian (or otherwise made available to the Custodian), all documents, schedules and forms required by and in accordance with the Custodial Agreement, Agreement and (C) to Buyerthe applicable parties, a copy of each of the applicable Agency Documents, and (D) to Buyer, a Trade Assignment executed by such Seller that satisfies the requirements Documents as set forth in Section 7.2(b)on Exhibit M hereto;
(f) on or prior to the related Settlement Date for any Mortgage-Backed Security relating to an Underlying Asset, Guild Seller Parties shall have provided Buyer with the CUSIP number for such Mortgage-Backed Security;
(g) Guild Parties shall have paid all All fees (including Facility Fees and Unused Facility Fees), expenses, indemnity payments and other amounts that are then due and owing under the Principal AgreementsAgreements have been paid by (x) prior to a Potential Default or Event of Default, Seller and (y) on and after the occurrence of a Potential Default or Event of Default, Seller Parties;
(h) No rescission notice and/or notice of right to cancel shall have been improperly delivered to the Mortgagor in respect of any Eligible Mortgage Loan, and the rescission period related to such Eligible Mortgage Loan shall have expired;
(i) Guild Seller Parties shall have designated one or more Approved Payees, if applicable, to whom the related Haircut (if any) and Purchase Price shall be delivered;
(j) the representations and warranties of Guild Seller Parties set forth in Article 8 hereof shall be true and correct in all material respects as if made on and as of the date of each Transaction. At the request of Buyer, Buyer shall have received an officer’s certificate signed by a responsible officer of a Guild Party certifying as to the truth and accuracy of same;
(k) if required by Buyer, Guild Seller Parties shall have performed all agreements to be performed by them hereunder and under the Guarantee, respectivelyit hereunder, and after giving effect to the requested Transaction, there shall exist no Event of Default or Potential Default hereunder;
(l) no Potential Default, Event of Default or a Material Adverse Effect Effect, as determined in Buyer’s good faith discretion, shall have occurred and be continuing;
(m) if applicable, a Servicing Agreement duly executed by the Servicer and Guild Seller Parties and a Servicer Notice duly executed by the Servicer shall have been delivered to Buyer;; LEGAL02/40464938v16
(n) except with respect to any Agency Eligible Mortgage Loan or other Mortgage Loan originated in accordance with Agency Guides, Buyer shall have received a copy of any material amendments or updates to Guarantor’s underwriting guidelines that amends or modifies any underwriting criteria with respect to any eligibility criteria and such amendments and updates are certified by Guarantor Seller Parties to be a true and complete copy (to the extent not already delivered to Buyer) that clearly identifies the material changes to the underwriting guidelines, and Buyer shall have approved such amendments unless otherwise waived by Buyer;; and
(o) Buyer shall have received for each Purchased Asset subject to a Purchase Commitment or other hedging arrangement, an assignment of such Purchase Commitment or hedging arrangement duly executed by Seller and the related Approved Investor or hedging party, as applicable, and in favor of Buyer;
(p) [reserved];
(q) Buyer shall have received a security release certification for each Underlying Asset that is subject to a security interest (including any precautionary security interest) immediately prior to the Purchase Date that is duly executed by the related secured party and Seller Parties and in form and substance satisfactory to Buyer, and such secured party shall have filed Uniform Commercial Code termination statements in respect of any Uniform Commercial Code filings made in respect of such Underlying Asset, and each such release and Uniform Commercial Code termination statement has been delivered to Buyer prior to each Transaction and to the Custodian as part of the Mortgage Loan File; and.
(rp) on or prior Buyer has approved any consent order by any Governmental Authority, if such consent order (i) relates to the Pooling Date settlement of any claim or Purchase Date for claims, on an individual or aggregate basis, equal to or greater than [***] Guarantor’s Tangible Net Worth (as of the most recent month end), (ii) is reasonably likely to result in a Material Adverse Effect, (iii) questions or challenges the validity or enforceability of any Pooled Mortgage Loanof the Principal Agreements or (iv) pertains to Underlying Assets with a combined aggregate unpaid principal balance of at least $[***], and questions or challenges compliance with, (x) with respect to the extent not provided on or prior to the Effective Date, Guild Parties shall have delivered to Buyer, in form Underlying Assets other than Bond Loans – 1st Lien and substance satisfactory to Buyer, the ▇▇▇▇▇▇▇ Mac Agreement ▇▇▇ ▇▇▇ Mortgage Loans for which the originator, received the related original loan application prior to January 10, 2014, the Ability to Repay Rule or (y) with respect to any Underlying Assets other than Bond Loans – ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ Mae Agreement, as applicable, based on the Agency such ▇▇▇ ▇▇▇ Mortgage Loans were certified byfor which the originator received the related original loan application prior to January 10, duly executed by each party thereto 2014, and in full force and effectPermitted Non-Qualified Mortgage Loans, free of any modification, breach or waiverthe QM Rule. For the avoidance of doubt, notwithstanding that foregoing conditions may be satisfied with respect to any Transaction request, Buyer shall be under no obligation to enter into any Transaction, Transaction with respect to the Uncommitted Amount including, without limitation, Transactions the subject of which are eMortgage Loans, with respect to the Uncommitted Amount and whether the Buyer enters into any Transaction, including, without limitation, Transactions the subject of which are eMortgage Loans, Transaction with respect to the Uncommitted Amount shall be at the discretion of Buyer.
Appears in 1 contract
Sources: Master Repurchase Agreement (Rocket Companies, Inc.)